AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 20, 1995
REGISTRATION NO. 33-58887
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLGATE-PALMOLIVE COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-1815595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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300 PARK AVENUE
NEW YORK, NEW YORK 10022
(212) 310-2000
(Address, including zip code, and telephone number, including
area code, of principal executive offices)
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ANDREW D. HENDRY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
COLGATE-PALMOLIVE COMPANY
300 PARK AVENUE
NEW YORK, NEW YORK 10022
212-310-2239
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED JUNE 20, 1995
$700,000,000
[LOGO] COLGATE-PALMOLIVE COMPANY
DEBT SECURITIES
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Colgate-Palmolive Company (the "Company") intends from time to time to sell
up to $700,000,000 aggregate initial offering price (or, if the principal of
Debt Securities is payable in foreign or composite currencies, the equivalent
thereof at the time of offering) of Debt Securities (the "Debt Securities") in
one or more series on terms to be determined at the time of offering. The
specific designation, aggregate principal amount, maturity, rate and times of
payment of interest, redemption and sinking fund terms, currency and other
specific terms of each series of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in a Prospectus Supplement (the
"Prospectus Supplement"), together with the terms of offering of the Debt
Securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The Company may sell the Debt Securities in any of the following ways: (i)
to or through underwriters or dealers; (ii) directly to one or more other
purchasers; (iii) through agents; or (iv) through a combination of any such
methods of sale. The names of any such underwriters or agents and any applicable
commissions or discounts will be set forth in an accompanying Prospectus
Supplement. Pricing information and net proceeds to the Company from the sale of
each series of Debt Securities will also be set forth in such Prospectus
Supplement. See "Plan of Distribution" herein.
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THE DATE OF THIS PROSPECTUS IS JUNE __, 1995.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PRELIMINARY PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY
SUCH STATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Securities and Exchange Commission (the "Commission") which may be
inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at 450 Fifth Street, N.W., Washington, D.C.
20549; and at its regional offices at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and Seven World Trade
Center, Suite 1300, New York, New York 10048; and copies of such material can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549, at prescribed rates. Such reports, proxy and information statements and
other information also may be inspected at the office of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005, on which certain of the
Company's securities are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed by the Company with the Commission under the
Exchange Act (File No. 1-644-2), are incorporated in this Prospectus by
reference as of its date of filing and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 ("1994 Form 10-K");
(2) The Company's Current Report on Form 8-K dated January 10, 1995;
(3) The Company's Form 8-K/A dated March 23, 1995;
(4) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995; and
(5) The Company's Current Report on Form 8-K dated May 31, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the securities offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified and superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated in this Prospectus by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Requests for such copies should be directed to Investor Relations
Department, Colgate-Palmolive Company, 300 Park Avenue, New York, New York 10022
(telephone 212-310-3207).
THE COMPANY
Colgate-Palmolive Company, founded in 1806, is one of the world's leading
global consumer products companies. It has operating companies in approximately
75 countries and markets its products in approximately 194 countries and
territories. The Company has been operating outside the United States for more
than 70 years. The Company is a Delaware corporation with its principal
executive offices located at 300 Park Avenue, New York, New York 10022
(telephone (212) 310-2000).
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The Company manufactures and markets a wide variety of products in the
United States and around the world in two distinct business segments: Oral,
Personal and Household Care, and Specialty Marketing. Oral, Personal and
Household Care products include toothpastes, oral rinses and toothbrushes, bar
and liquid soaps, shampoos, conditioners, deodorants and antiperspirants, baby
and shave products, laundry and dishwashing detergents, fabric softeners,
cleansers and cleaners, bleaches, and other similar items. Specialty Marketing
products include pet nutrition products and products previously sold by Princess
House and VCA. Principal global trademarks and trade names include Colgate,
Palmolive, Mennen, Ajax, Fab, Soupline and Suavitel, as well as Hill's Science
Diet and Hill's Prescription Diet in addition to various regional trade names.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its consolidated subsidiaries for the periods shown.
YEAR ENDED DECEMBER 31,
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1990 1991** 1992 1993 1994
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Ratio of Earnings to Fixed Charges*......................... 4.6 2.4 7.2 8.2 6.4
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* For the purpose of calculating the ratio of earnings to fixed charges,
"earnings" consists of earnings from continuing operations before income
taxes, cumulative effect on prior years of accounting changes recorded in
1993, and fixed charges. "Fixed charges" consists of interest costs and that
portion of rentals estimated to be representative of the interest factor.
** Included in 1991 is the before-tax provision for restructuring of $340.0
million; excluding this charge, the ratio of earnings to fixed charges was
4.8.
USE OF PROCEEDS
Unless otherwise indicated in an applicable Prospectus Supplement, the net
proceeds from the sale of the Debt Securities will be used by the Company as
follows: (i) approximately $500,000,000 will be used to retire commercial paper
which was issued by the Company to repay commercial bank borrowings incurred in
connection with the Company's acquisition of the worldwide Kolynos oral care
business from American Home Products Corporation on January 10, 1995, and (ii)
the balance will be used for general corporate purposes, which may include
repayment or reduction of indebtedness, working capital and acquisitions. As of
March 31, 1995, the Company's outstanding commercial paper had a weighted
average interest rate of 6.15% with maturities ranging from 3 to 90 days.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities may be issued from time to time as a single series or in
two or more separate series. The following description of the terms of the Debt
Securities sets forth certain general terms and provisions of the Debt
Securities to which any Prospectus Supplement may relate. The particular terms
of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt
Securities"), and the extent to which such general provisions may apply to the
Offered Debt Securities, will be described in a Prospectus Supplement relating
to such Offered Debt Securities.
The Debt Securities will be issued under an indenture, as such indenture may
be amended from time to time, between the Company and The Bank of New York, as
trustee (the "Trustee"), dated as of November 15, 1992 (the "Indenture").
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The terms of the Debt Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), and holders of the Debt Securities
are referred to the Indenture and the Trust Indenture Act for a statement
thereof. The following summary of certain provisions of the Debt Securities and
of the Indenture does not purport to be complete and is qualified in its
entirety by reference to the Indenture, a copy of which has been filed as an
exhibit to the Registration Statement (by incorporation by reference) of which
this Prospectus is a part. Capitalized terms used but not defined herein have
the meanings given to them in the Indenture.
The Debt Securities will be obligations solely of the Company.
GENERAL
The Indenture does not limit the aggregate principal amount of Debt
Securities which may be issued thereunder and Debt Securities may be issued
thereunder from time to time as a single series or in two more separate series
up to the aggregate principal amount from time to time authorized by the Company
for each series. As of the date of this Prospectus, the Company has issued and
outstanding $607.2 million aggregate principal amount of Debt Securities under
the Indenture.
The Debt Securities will be unsecured general obligations of the Company and
will rank pari passu with all other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.
The applicable Prospectus Supplement or Prospectus Supplements will describe
the terms of the Offered Debt Securities, including: (i) the aggregate principal
amount and denominations of such Debt Securities; (ii) the date on which Debt
Securities will mature; (iii) the date or dates on which the principal of such
Debt Securities is payable, if other than at maturity, or the method of
determination thereof; (iv) the rate or rates per annum (which may be fixed or
variable), or formula for determining such rate or rates, at which such Debt
Securities will bear interest, if any; (v) the dates on which such interest, if
any, will be payable; (vi) the Place of Payment or transfer with respect to such
Debt Securities; (vii) the provisions for redemption or repayment of such Debt
Securities, if any, including the redemption and/or repayment price or prices
and any remarketing arrangements relating thereto; (viii) the sinking fund
requirements or amortization provisions, if any, with respect to such Debt
Securities; (ix) whether such Debt Securities are denominated or provide for
payment in United States dollars or in one or more currencies or units of two or
more currencies; (x) the form (registered or bearer or both) in which such Debt
Securities may be issued and any restrictions applicable to the exchange of one
form for another and to the offer, sale and delivery of Debt Securities in
either form; (xi) if the Company will pay additional amounts ("Additional
Amounts") in respect of Debt Securities held by a person who is not a United
States person in respect of specified taxes, assessments or other governmental
charges, under what circumstances the Company will pay such Additional Amounts
and whether the Company has the option to redeem the affected Debt Securities
rather than pay such Additional Amounts; (xii) whether such Debt Securities will
be issued in whole or in part in the form of one or more global securities and,
in such case, the Depositary for such global securities; (xiii) the title of
such Debt Securities; the series of which such Debt Securities shall be a part
and the Trustee with respect to such Debt Securities; and (xiv) any other terms
of such Debt Securities. Reference is made to the applicable Prospectus
Supplement for the terms of the Debt Securities being offered thereby. The
variable terms of the Debt Securities are subject to change from time to time,
but no such change will adversely affect any Debt Security already issued or as
to which an offer to purchase has been accepted by the Company.
The provisions of the Indenture described above provide the Company with the
ability, in addition to the ability to issue Debt Securities with terms
different from those of Debt Securities previously
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issued, to "reopen" a previous issue or a series of Debt Securities and issue
additional Debt Securities of such issue or series.
The Indenture does not contain any provisions which would provide protection
to holders of Debt Securities against a sudden and dramatic decline in credit
quality resulting from a takeover, a recapitalization or other highly leveraged
transaction involving the Company.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of and premium and interest, if any, on Debt Securities will be
made at the office of such Paying Agent or Paying Agents as the Company may
designate from time to time, except that at the option of the Company payment of
any interest may be made (i) by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or (ii)
by wire transfer to an account maintained by the Person entitled thereto as
specified in the Security Register. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any installment of interest on Debt Securities
will be made to the Person in whose name such Debt Security is registered at the
close of business on the Regular Record Date for such interest.
Unless otherwise indicated in an applicable Prospectus Supplement, the
Trustee with respect to the Debt Securities of the related series, acting
through its Corporate Trust Office, will be designated as the Company's sole
Paying Agent for payments with respect to Debt Securities of such series. The
Company may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that the Company will be required to maintain a
Paying Agent in each Place of Payment for such series. All moneys paid by the
Company to a Paying Agent for the payment of principal of or premium or
interest, if any, on any Debt Security which remain unclaimed at the end of one
year after such principal, premium or interest shall have become due and payable
will be repaid to the Company, and the holder of such Debt Security or any
coupon will thereafter look only to the Company for payment thereof.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
global Debt Security may be issued in either registered or bearer form and in
either temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole by the Depositary for such Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor of such Depositary or a nominee of such successor. If any Debt
Securities of a series are issuable in global form, the applicable Prospectus
Supplement will describe the circumstances, if any, under which beneficial
owners of interests in any such global Debt Security may exchange such interests
for definitive Debt Securities of such series and of like tenor and principal
amount in any authorized form and denomination, the manner of payment of
principal of, premium and interest, if any, on any such global Debt Security and
the material terms of the depositary arrangement with respect to any such global
Debt Security.
LIMITATIONS ON LIENS COVENANT
The Debt Securities will not be secured by mortgage, pledge or other lien.
Unless a Prospectus Supplement with respect to a particular series of Debt
Securities states otherwise, the covenant described below will apply to each
series of Debt Securities.
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The Company covenants in the Indenture not to create or suffer to exist, or
permit any of its Principal Domestic Subsidiaries to create or suffer to exist,
any Lien on any Restricted Property, whether owned on the date of the Indenture
or thereafter acquired, without making effective provision (and the Company
covenants and agrees in the Indenture that it will make or cause to be made
effective provision) whereby the Debt Securities shall be directly secured by
such Lien equally and ratably with (or prior to) all other indebtedness secured
by such Lien as long as such other indebtedness shall be so secured; provided,
however, that there shall be excluded from the foregoing restrictions:
(i) Liens securing Debt not exceeding $10,000,000 which are existing on
the date of the Indenture on Restricted Property; and, if any property owned
or leased as of the date of the Indenture by the Company or by a Principal
Domestic Subsidiary at any time thereafter becomes a Principal Domestic
Manufacturing Property, any Liens existing on the date of the Indenture on
such property securing the Debt secured or evidenced thereby on the date of
the Indenture;
(ii) Liens on Restricted Property of a Principal Domestic Subsidiary as
a security for Debt of such Subsidiary to the Company or to another
Principal Domestic Subsidiary;
(iii) in the case of any corporation which becomes a Principal Domestic
Subsidiary after the date of the Indenture, Liens on Restricted Property of
such Principal Domestic Subsidiary which are in existence at the time it
becomes a Principal Domestic Subsidiary and which were not incurred in
contemplation of it becoming a Principal Domestic Subsidiary;
(iv) any Lien existing prior to the time of acquisition of any Principal
Domestic Manufacturing Property acquired by the Company or a Principal
Domestic Subsidiary after the date of the Indenture through purchase,
merger, consolidation or otherwise;
(v) any Lien on any Principal Domestic Manufacturing Property (other
than a Major Domestic Manufacturing Property) acquired or constructed by the
Company or a Principal Domestic Subsidiary after the date of the Indenture,
which is placed on such Property at the time of or within 180 days after the
acquisition thereof or prior to, at the time of or within 180 days after
completion of construction thereof to secure all or a portion of the price
of such acquisition or construction or funds borrowed to pay all or a
portion of the price of such acquisition or construction;
(vi) extensions, renewals or replacements of any Lien referred to in
clause (i), (iii), (iv) or (v) above to the extent that the principal amount
of the Debt secured or evidenced thereby is not increased, provided that the
Lien is not extended to any other Restricted Property;
(vii) Liens imposed by law, such as carriers', warehousemen's,
mechanics', materialmen's, vendors' and landlords' liens, and liens arising
out of judgments or awards against the Company or any Principal Domestic
Subsidiary with respect to which the Company or such Subsidiary at the time
shall currently be prosecuting an appeal or proceedings for review and with
respect to which it shall have secured a stay of execution pending such
appeal or proceedings for review;
(viii) Liens securing the payment of taxes, assessments and governmental
charges or levies, either (i) not delinquent or (ii) being contested in good
faith by appropriate legal or administrative proceedings and as to which the
Company or a Principal Domestic Subsidiary, as the case may be, to the
extent required by generally accepted accounting principles applied on a
consistent basis, shall have set aside on its books adequate reserves;
(ix) minor survey exceptions, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric
lines, telegraph and telephone lines and other similar purposes, and zoning
or other restrictions as to the use of any Principal Domestic Manufacturing
Property, which exceptions, encumbrances, easements, reservations, rights
and restrictions do not, in the opinion of the Company, in the aggregate
materially detract from the value of such Principal
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Domestic Manufacturing Property or materially impair its use in the
operation of the business of the Company and its Principal Domestic
Subsidiaries; and
(x) any Lien on Restricted Property not referred to in clauses (i)
through (ix) above if, at the time such Lien is created, incurred, assumed
or suffered to be created, incurred or assumed, and after giving effect
thereto and to the Debt secured or evidenced thereby, the aggregate amount
of all outstanding Debt of the Company and its Principal Domestic
Subsidiaries secured or evidenced by Liens on Restricted Property which are
not referred to in clauses (i) through (ix) above and which do not equally
and ratably secure the Debt Securities, shall not exceed 15% of Consolidated
Net Tangible Assets.
"Code" means the Internal Revenue Code of 1986, as amended.
"Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of the Company and its consolidated subsidiaries, all as set forth
on the most recent balance sheet of the Company and its consolidated
subsidiaries prepared in accordance with generally accepted accounting
principles as practiced in the United States.
"Debt" means (i) indebtedness for borrowed money, (ii) obligations evidenced
by bonds, debentures, notes or other similar instruments, (iii) obligations to
pay the deferred purchase price of property or services (other than accounts
payable in the ordinary course of business), (iv) obligations as a lessee under
leases which shall have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, and (v) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (i) through (iv) above.
"Domestic Subsidiary" means any Subsidiary a majority of the business of
which is conducted within the United States of America, or a majority of the
properties and assets of which are located within the United States of America,
except (i) any Subsidiary substantially all of the assets of which consist of
the securities of Subsidiaries which are not Domestic Subsidiaries, (ii) any
Subsidiary which is a FSC as defined in Section 992 of the Code and (iii) any
Subsidiary for any period during which an election under Section 936 of the Code
applies to such Subsidiary.
"Instruments" of any corporation means and includes (i) all capital stock of
all classes of and all other equity interests in such corporation and all
rights, options or warrants to acquire the same, and (ii) all promissory notes,
debentures, bonds and other evidences of Debt of such corporation.
"Lien" means any mortgage, lien, pledge, security interest, encumbrance or
charge of any kind, any conditional sale or other title retention agreement or
any lease in the nature thereof, provided that the term "Lien" shall not include
any lease involved in a sale and lease-back transaction.
"Major Domestic Manufacturing Property" means any Principal Domestic
Manufacturing Property the net depreciated book value of which on the date as of
which the determination is made exceeds 3% of the Consolidated Net Tangible
Assets.
"Principal Domestic Manufacturing Property" means any building, structure or
facility (including the land on which it is located and the improvements and
fixtures constituting a part thereof) used primarily for manufacturing or
processing which is owned or leased by the Company or any of its Subsidiaries,
is located in the United States of America and the net depreciated book value of
which on the date as of which the determination is made exceeds 1% of
Consolidated Net Tangible Assets, except any such building structure or facility
which the Board of Directors of the Company by resolution
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declares is not of material importance to the total business conducted by the
Company and its Subsidiaries as an entirety.
"Principal Domestic Subsidiary" means (i) each Subsidiary which owns or
leases a Principal Domestic Manufacturing Property, (ii) each Domestic
Subsidiary the consolidated net worth of which exceeds 3% of Consolidated Net
Tangible Assets (as set forth in the most recent financial statements delivered
pursuant to the Indenture) and (iii) each Domestic Subsidiary of each Subsidiary
referred to in the foregoing clause (i) or (ii) except any such Subsidiary the
accounts receivable and inventories of which have an aggregate net book value of
less than $5,000,000.
"Restricted Property" means and includes (i) all Principal Domestic
Manufacturing Properties, (ii) all Instruments of all Principal Domestic
Subsidiaries and (iii) all inventories and accounts receivable of the Company
and its Principal Domestic Subsidiaries.
"Subsidiary" means any Corporation of which at the time of determination the
Company or one or more Subsidiaries owns or controls directly or indirectly more
than 50% of the shares of Voting Stock.
"Voting Stock" means stock of a Corporation of the class or classes having
general voting power under ordinary circumstances to elect at least a majority
of the board of directors, managers or trustees of such Corporation, provided
that, for the purpose hereof, stock which carries only the right to vote
conditionally on the happening of an event shall not be considered voting stock
whether or not such event shall have happened.
SUCCESSOR CORPORATION
The Indenture provides that the Company may consolidate with, or sell, lease
or convey all or substantially all of its assets to, or merge with or into, any
other corporation, provided that in any such case: (i) either the Company shall
be the continuing corporation, or the successor corporation shall be a
corporation organized and existing under the laws of the United States or any
state thereof and shall expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Debt Securities and the Indenture; and (ii)
the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale, lease or
conveyance, be in default in the performance of any such obligations. Subject to
certain limitations in the Indenture, the Trustee may receive from the Company
an officer's certificate and an opinion of counsel and conclusive evidence that
any such consolidation, merger, sale, lease or conveyance, and any such
assumption, complies with the provisions of the Indenture.
SUPPLEMENTAL INDENTURES
Supplemental indentures may be made by the Company and the Trustee with the
consent of the holders of a majority in principal amount of any series of
outstanding Debt Securities adversely affected thereby, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights of the
holders of each such series affected by such modification or amendment, provided
that no supplemental indenture may, among other things, reduce the principal
amount of or interest on any Debt Securities, change the maturity date of the
principal, the interest payment dates or other terms of payment or reduce the
percentage in principal amount of outstanding Debt Securities of any series the
consent of whose holders is necessary to modify or alter the Indenture, without
the consent of each holder of Debt Securities affected thereby. Under certain
circumstances, supplemental indentures may also be made without the consent of
the holders.
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EVENTS OF DEFAULT
Except as may be otherwise provided in a Prospectus Supplement with respect
to a particular series, the Indenture defines an Event of Default with respect
to any series of Debt Securities as being any one of the following events and
such other events as may be established for the Debt Securities of a particular
series: (i) default in payment of principal on the Debt Securities of such
series; (ii) default in payment of any interest on the Debt Securities of such
series and continuance of such default for a period of 30 days; (iii) default in
the deposit of any sinking fund payment with respect to such series when and as
due; (iv) default in the performance or breach, of any other covenant or
warranty of the Company in the Indenture (other than a covenant or warranty
included in the Indenture solely for the benefit of a series of Debt Securities
other than such series) continued for 60 days after appropriate notice; and (v)
certain events of bankruptcy, insolvency or reorganization. No Event of Default
with respect to a particular series of Debt Securities issued under the
Indenture necessarily constitutes an Event of Default with respect to any other
series of Debt Securities issued thereunder. If an Event of Default occurs and
is continuing, the Trustee or the holders of at least 25% in aggregate principal
amount of Debt Securities of each series affected thereby may declare the Debt
Securities of such series to be due and payable. Any past default with respect
to a particular series of Debt Securities may be waived by the holders of a
majority of aggregate principal amount of the outstanding Debt Securities of
such series, except in the case of failure to pay principal of, or premium, if
any, or interest on such Debt Securities for which payment has not been
subsequently made or a default in respect of a covenant or provision of the
Indenture which cannot be modified or amended with the consent of the holder of
each outstanding Debt Security of such series. The Trustee may withhold notice
to holders of any series of Debt Securities of any default with respect to such
series (except in payment of principal, premium, if any, or interest) if it in
good faith determines that it is in the interest of such holders to do so.
Subject to the provisions of the Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, the Trustee
will be under no obligation to exercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
have offered to the Trustee reasonable indemnity or security against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction. Subject to provisions in the Indenture for the
indemnification of the Trustee and to certain other limitations, the Holders of
a majority in principal amount of the outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to the Debt Securities of such
series.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Debt Securities of a series may be defeased in accordance with their terms
and as set forth below. The Company at any time may terminate as to a series all
of its obligations (except for certain obligations with respect to the
defeasance trust and obligations to register the transfer or exchange of a Debt
Security, to replace destroyed, lost or stolen Debt Securities and Coupons and
to maintain agencies with respect to the Debt Securities) with respect to the
Debt Securities of the series and any related Coupons and the Indenture ("legal
defeasance"). The Company at any time may terminate as to a series its
obligations with respect to the Debt Securities and Coupons of the series under
the covenant described under "Limitations on Liens Covenant" or under any other
covenants or conditions set forth in a series of Debt Securities ("covenant
defeasance").
The Company may exercise its legal defeasance option notwithstanding its
prior exercise of its covenant defeasance option. If the Company exercises its
legal defeasance option, a series may not be accelerated because of an Event of
Default. If the Company exercises its covenant defeasance option, a series may
not be accelerated by reference to the defeased covenant or covenants or
condition or conditions.
9
To exercise either option as to a series, the Company must deposit in trust
with the trustee cash or United States government obligations sufficient to pay
the principal of, and premium, if any, and interest on the Debt Securities of
such series and their maturity or redemption and must comply with certain other
conditions. In particular, the Company must obtain an opinion of tax counsel
that the defeasance will not result in recognition for federal income tax
purposes of any gain or loss to holders of the series. Such opinion of counsel,
in the case of legal defeasance, must refer to and be based upon a ruling of the
Internal Revenue Service or a change in applicable federal income tax law
occurring after the date of the Indenture.
REGARDING THE TRUSTEE
The Indenture contains certain limitations on the right of the Trustee,
should it become a creditor of the Company, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim as security or otherwise. The Trustee is permitted to engage in other
transactions with the Company; provided, however, that if the Trustee acquires
any conflicting interest it must eliminate such conflict or resign.
The Indenture provides that, in case an Event of Default has occurred and is
continuing, the Trustee is required to use the degree of care and skill of a
prudent person in the conduct of his or her own affairs in the exercise of its
powers.
The Company has conducted, and anticipates that it will continue to conduct,
other banking transactions with the Trustee in the normal course of the
Company's business.
GOVERNING LAW
The Indenture and the Debt Securities will be governed by and construed in
accordance with the laws of the State of New York.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities in any of the following ways: (i)
to or through underwriters or dealers; (ii) directly to one or more other
purchasers; (iii) through agents; or (iv) through a combination of any such
methods of sale. The Prospectus Supplement with respect to the series of Debt
Securities being offered thereby will set forth the terms of the offering of
such Debt Securities, including the name or names of any underwriters or agents,
the purchase price of such Debt Securities and the proceeds to the Company from
such sale, any underwriting discounts, commissions and other items constituting
underwriters' compensation, any initial public offering price and any discounts
or concessions allowed or reallowed or paid to dealers and any securities
exchanges on which such Debt Securities may be listed. Only underwriters named
in a Prospectus Supplement are deemed to be underwriters, as such term is
defined under the Securities Act of 1933, as amended (the "Securities Act"), in
connection with the Debt Securities offered thereby. In addition, agents and
dealers may be deemed to be underwriters as such term is defined under the
Securities Act.
If underwriters are used in the sale of a series of Debt Securities, such
Debt Securities will be acquired by the underwriters for their own account and
may be resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The Debt Securities may be either offered to the
public through underwriting syndicates (which may be represented by managing
underwriters designated by the Company), or directly by one or more underwriters
acting alone and may be offered on a delayed delivery basis. Unless otherwise
set forth in the Prospectus Supplements, the obligations of the underwriters to
purchase the Debt Securities of the series offered thereby will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all such Debt Securities if they
10
are purchased. Any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers may be changed from time to
time.
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. The Prospectus Supplement with
respect to any series of Debt Securities sold in this manner will set forth the
name(s) of any agent(s) involved in the offer or sale of such series of Debt
Securities as well as any commissions payable by the Company to such agent.
Unless otherwise indicated in an applicable Prospectus Supplement, any such
agent is acting on a best efforts basis for the period of its appointment.
If dealers are utilized in the sale of any series of Debt Securities, the
Company will sell such Debt Securities to the dealers, as principal. Any dealer
may then resell such Debt Securities to the public at varying prices to be
determined by such dealer at the time of resale. The name of any dealer and the
terms of the transaction will be set forth in the Prospectus Supplement with
respect to such Debt Securities being offered thereby.
It has not been determined whether any series of the Debt Securities will be
listed on a securities exchange. Underwriters will not be obligated to make a
market in any series of Debt Securities. The Company cannot predict the activity
of trading in, or liquidity of, any series of the Debt Securities.
Agents, underwriters and dealers may be entitled, under agreements entered
into with the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
with respect to payments which the agents, underwriters or dealers may be
required to make in respect thereof. Agents, underwriters and dealers may be
customers of, engage in transactions with, or perform services for the Company
in the ordinary course of business.
LEGAL MATTERS
Certain legal matters in connection with the Debt Securities will be passed
upon for the Company by Andrew D. Hendry, Esq., Senior Vice President, General
Counsel and Secretary of the Company, and for the underwriters or agents, if
any, by Brown & Wood, One World Trade Center, New York, New York. As of April
24, 1995, Mr. Hendry held 2,246 shares of Common Stock of the Company, 18,337
restricted shares of Common Stock of the Company, options to purchase 69,560
shares of Common Stock of the Company and 201 shares of Series B Convertible
Preference Stock.
EXPERTS
The financial statements and schedules of the Company, incorporated in this
Prospectus by reference to the 1994 Form 10-K have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in auditing and accounting.
11
======================================= =======================================
NO DEALER, SALESPERSON, OR ANY OTHER
PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS [LOGO] COLGATE-PALMOLIVE COMPANY
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
(INCLUDING ANY PROSPECTUS SUPPLEMENT) IN
CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER, DEALER
OR AGENT. THIS PROSPECTUS (INCLUDING ANY DEBT SECURITIES
PROSPECTUS SUPPLEMENT) DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE
SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS
(INCLUDING ANY PROSPECTUS SUPPLEMENT) NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ----------
THE COMPANY SINCE THE DATE HEREOF (OR OF PROSPECTUS
ANY PROSPECTUS SUPPLEMENT) OR THAT THE ----------
INFORMATION CONTAINED HEREIN (OR IN ANY
PROSPECTUS SUPPLEMENT) IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF THIS
PROSPECTUS (OR OF ANY PROSPECTUS SUPPLEMENT).
-------------------
TABLE OF CONTENTS
PAGE
----
Available Information................. 2
Incorporation of Certain Documents
by Reference........................ 2
The Company........................... 3
Ratio of Earnings to Fixed Charges.... 3
Use of Proceeds....................... 3
Description of Debt Securities........ 3
Plan of Distribution.................. 10
Legal Matters......................... 11
Experts............................... 11 DATED JUNE __,1995
======================================= =======================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
Securities and Exchange Commission Registration Fee............. $241,381
Counsel Fees and Expenses....................................... 50,000*
Services of Independent Accountants............................. 15,000*
Printing Expenses, Including Engraving.......................... 10,000*
Trustees' Fees and Expenses..................................... 4,000*
Blue Sky Fees and Expenses...................................... 20,000*
Miscellaneous Expenses.......................................... 10,000
--------
Total........................................................... $350,381
--------
--------
- ------------
* Estimated assuming one Prospectus Supplement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the General Corporation Law of the State
of Delaware (the "GCL"), which provides for indemnification of directors,
officers and other employees in certain circumstances, and to Section 102(b)(7)
of the GCL, which provides for the elimination or limitation of the personal
liability for monetary damages of directors under certain circumstances. Article
Tenth of the Restated Certificate of Incorporation of the Company, as amended,
eliminates the personal liability for monetary damages of directors under
certain circumstances and provides indemnification to directors, officers and
other employees of the Company to the fullest extent permitted by the GCL. The
Company has also executed indemnification agreements with the directors,
officers and certain other employees of the Company. Such indemnification
agreements contain provisions which purport to provide indemnification, where
not limited by applicable law, for amounts paid by such individuals in
settlement of shareholder derivative actions. Additionally, the Company
maintains customary directors' and officers' liability insurance.
ITEM 16. EXHIBITS.
EXHIBIT
NUMBER
- ------
1 --Distribution Agreement.*
4.1 --Indenture, dated as of November 15, 1992, between the Company and The Bank of New
York as Trustee (incorporated by reference from Exhibit 4.1 to the Company's Form
S-3 Registration Statement and Post-Effective Amendment No. 1 filed on June 26,
1992, Registration No. 33-48840).
4.2 --Forms of Debt Security (incorporated by reference from Exhibit 4.2 to the
Company's Current Report on Form 8-K dated May 16, 1994, File No. 1-644-2).
5 --Opinion of Andrew D. Hendry, Esq., Senior Vice President, General Counsel and
Secretary of the Company.**
12 --Statement re: Computation of Ratio of Earnings to Fixed Charges (incorporated by
reference from Exhibit 12 to the 1994 Form 10-K, File No. 1-644-2).
23(a) --Consent of Andrew D. Hendry, Esq., Senior Vice President, General Counsel and
Secretary of the Company (included in Exhibit 5).**
23(b) --Consent of Arthur Andersen LLP, independent public accountants for the Company.
24 --Powers of Attorney.**
25 --Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of The
Bank of New York, Trustee.**
- ------------
* To be filed by amendment or incorporated by reference.
** Previously filed.
II-1
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Colgate-Palmolive Company, the Registrant, certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Amendment No. 1 to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the City
of New York, State of New York, on the 20th day of June 1995.
COLGATE-PALMOLIVE COMPANY
(Registrant)
By: /s/ REUBEN MARK
----------------------------------
Reuben Mark
Chairman of the Board, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------ --------------
Principal Executive Officer and Director:
/s/ REUBEN MARK Chairman of the Board, June 20, 1995
- ------------------------------------ Chief Executive
Reuben Mark Officer and Director
Principal Financial Officer:
/s/ ROBERT M. AGATE Senior Executive Vice June 20, 1995
- ------------------------------------ President and Chief
Robert M. Agate Financial Officer
Principal Accounting Officer:
/s/ STEPHEN C. PATRICK Vice President, June 20, 1995
- ------------------------------------ Corporate Controller
Stephen C. Patrick
Directors:
* Director June 20, 1995
- ------------------------------------
Vernon R. Alden
* Director June 20, 1995
- ------------------------------------
Jill K. Conway
* Director June 20, 1995
- ------------------------------------
Ronald E. Ferguson
* Director June 20, 1995
- ------------------------------------
Ellen M. Hancock
* Director June 20, 1995
- ------------------------------------
David W. Johnson
II-3
SIGNATURE TITLE DATE
- ------------------------------------- ------------------------ --------------
* Director June 20, 1995
- ------------------------------------
John P. Kendall
* Director June 20, 1995
- ------------------------------------
Delano E. Lewis
* Director June 20, 1995
- ------------------------------------
Howard B. Wentz, Jr.
*By: /s/ ANDREW D. HENDRY
-------------------------------
Andrew D. Hendry
Attorney-in-Fact
II-4
EXHIBIT INDEX
EXHIBITS PAGE
- -------- ----
23(b) --Consent of Arthur Andersen LLP, independent public accountants for the
Company.
EXHIBIT 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ------------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 1995
included in Colgate-Palmolive Company's Form 10-K for the year ended December
31, 1994 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP
New York, New York
June 20, 1995
