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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Colgate-Palmolive Company
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(NAME OF ISSUER)
Common Stock
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(TITLE OF CLASS OF SECURITIES)
194-162-103
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CUSIP NUMBER
December 31, 1998
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DATE OF EVENT
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7 Pages
CUSIP NO. 194-162-103
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE NATIONAL BANK (not in its individual or corporate capacity
but solely as trustee (the "Trustee") of the Colgate-Palmolive
Company Employee Stock Ownership Trust (the "Trust") (Tax
Identification No. 36-1521370)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
LaSalle National Bank is a national banking association organized
under the laws of the United States.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 24,312,014 (as of 12/31/98)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 24,312,014 (as of 12/31/98)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,312,014 (as of 12/31/98)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.12%
12. TYPE OF REPORTING PERSON
BK, EP
Page 2 of 7 Pages
The filing of this Statement on Schedule 13G is made by LaSalle National Bank as
trustee (the "Trustee") for the Colgate-Palmolive Employee Stock Ownership Trust
and Plan (the "Trust") voluntarily and does not constitute, and should not be
construed as, an admission that either the Trust or the Trustee beneficially
owns any securities covered by this Statement or is required to file this
Statement for the Trust and the Trustee. In this connection, the Trust and the
Trustee disclaim beneficial ownership of the securities covered by this
Statement.
Item 1(a) NAME OF ISSUER:
The name of the issuer is Colgate-Palmolive Company (the
"Issuer").
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the principal executive offices of the Issuer
is 300 Park Avenue, New York, New York 10022- 7499.
Item 2(a) NAME OF PERSON FILING:
The person filing this Statement is the Trust and the Trustee.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of business
is c/o LaSalle National Bank, 135 South LaSalle Street,
Chicago, Illinois 60603. The address of the Trustee is 135
South LaSalle Street, Chicago,
Illinois 60603.
Item 2(c) CITIZENSHIP:
LaSalle National Bank is a national banking association
organized under the laws of the United States.
Page 3 of 7 Pages
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates
is the Common Stock of the Issuer.
Item 2(d) CUSIP NUMBER:
The CUSIP number of the Common Shares is 194-162-103.
Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA") or Endowment
Fund.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 24,312,014(1)
(b) Percent of Class: 7.12% (as of 12/31/98)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
24,312,014(2)
- --------
(1) Includes 4,063,358 unallocated shares of Convertible Preferred Stock, Series
B which are convertible into Common Stock on a four-to-one basis. Excludes
1,674,868 Shares of Common Stock which are allocated to accounts of participants
("ESOP Participants") of the Colgate-Palmolive Employee Stock Ownership Plan
(the "ESOP") and 1,543,128 shares of Convertible Preferred Stock, Series B which
are allocated to accounts of the ESOP Participants.
(2) Participants in the Trust have the right to direct the Trustee in the voting
of Common Stock and Convertible Preferred Stock, Series B, allocated to their
accounts on all matters required to be submitted to a vote of shareholders. If
no directions are received as to the voting of allocated shares of Common Stock
and Convertible Preferred Stock, Series B, the Trustee votes such shares in the
same proportion as the allocated shares for which the Trustee receives
directions from participants. The unallocated shares of Common Stock and the
Convertible Preferred Stock, Series B are voted by the Trustee in the same
proportion as the allocated shares for which the Trustee receives directions
from participants. In the event of a tender offer, the participants have the
right to direct the Trustee as to the manner in which to respond. Allocated
shares of Common Stock and Convertible Preferred Stock, Series B, for which no
directions are received shall not be tendered by the Trustee. The unallocated
shares of Common Stock and Convertible Preferred Stock, Series B, are tendered
in the same proportion as the allocated shares for which directions are
received. 22,425,944 unallocated shares of Common Stock (consisting of 4,063,358
shares of Convertible Preferred Stock, Series B which are convertible into
common stock on a four-to-one basis) are held by the Trustee in its capacity as
Trustee of the Trust. This statement includes 211,202 shares of Common Stock
which are held by the Trustee as trustee custodian for certain accounts
unrelated to the Issuer or the Trust. The filing of this Schedule 13G shall not
be construed as an admission that the Reporting Person is, for the purposes of
Section 1(d) and 13(g) of the Act, the beneficial owner of any securities
covered by the statement.
Page 4 of 7 Pages
(iii) sole power to dispose or direct the
disposition of:
0
(iv) shared power to dispose or direct the
disposition of:
24,312,014(2)
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Subject to the terms and conditions of the ESOP Trust and the
related plan, ESOP Participants are entitled to receive
certain distributions or assets held by the Trust. Such
distributions may include proceeds from dividends on, or the
sale of, shares of Common Stock or Convertible Preferred
Stock, Series B reflected in this Schedule 13G. The respective
participants' accounts disclosed under Item 4(a) above may
have the right to receive, or direct the receipt of, dividends
on, or proceeds from the sale of, the 211,202 shares of Common
Stock disclosed under such Item 4(a).
Page 5 of 7 Pages
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purposes or effect.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 11, 1999
Date
LASALLE NATIONAL BANK. (not in its
individual or corporate capacity
but solely as Trustee)
Signature
E.Vaughn Gordy
First Vice President
Name/Title
Page 7 of 7 Pages