UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 11)
COLGATE-PALMOLIVE COMPANY
(Name of Issuer)
Common Stock
(Title of Class of Securities)
194-162-103
(CUSIP Number)
December 31, 2000
(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).
(Continued on following pages)
Page 1 of 5 Pages
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LaSalle Bank National Association (not in its individual or corporate
capacity but solely as trustee (the "Trustee") of the Colgate-Palmolive
Company Employee Stock Ownership Trustee (the "Trust") (Tax Identification
No. 36-1521370 )
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
LaSalle Bank National Association is a national banking association
organized under the laws of the United States.
- -------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
0
SHARES ------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER
45,176,910 as of December 31, 2000 (1)(2)
OWNED BY ------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
0
REPORTING ------------------------------------------------------------
PERSON WITH 8 SHARED DISPOSITIVE POWER
45,176,910 as of December 31, 2000 (1)
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,176,910 as of December 31, 2000 (1)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.4% as of December 31, 2000 (3)
- -------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BK, EP
- -------------------------------------------------------------------------------
Item 1.
(a) Name of Issuer:
--------------
Colgate-Palmolive Company (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
-----------------------------------------------
300 Park Avenue
New York, New York 10022-7499
CUSIP No. 194-162-103 Schedule 13G Page 2 of 5 Pages
Item 2.
(a) Name of Person Filing:
---------------------
The Trust and the Trustee
(b) Address of Principal Business Office or, if none, Residence:
-----------------------------------------------------------
The Trustee The Trust
135 South LaSalle St. c/o LaSalle Bank National
Chicago, IL 60603 Association
135 South LaSalle St.
Chicago, IL 60603
(c) Citizenship:
-----------
LaSalle Bank National Association is a banking association
organized under the laws of the United States.
(d) Title of Class of Securities:
----------------------------
Common Stock
(e) CUSIP No.:
---------
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.
---------
The following information relates to the reporting person's ownership
of Common Stock of the Issuer as of December 31, 2000.
(a) Amount Beneficially Owned:
-------------------------
45,176,910 (1)
(b) Percent of Class:
----------------
7.4% (3)
(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:
45,176,910 (1)(2)
(iii) Sole power to dispose or to direct the disposition
of:
0
(iv) Shared power to dispose or to direct the
disposition of:
45,176,910 (1)
CUSIP No. 194-162-103 Schedule 13G Page 3 of 5 Pages
- ------------------------
(1) Includes 3,593,628 unallocated shares of Convertible Preferred Stock,
Series B, each of which is convertible into eight shares of Common Stock.
Excludes 2,749,768 shares of Common Stock which are allocated to accounts
of participants ("ESOP Participants") of the Colgate-Palmolive Employee
Stock Ownership Plan (the "ESOP") and 1,661,219 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. 28,749,024 unallocated shares of Common Stock (consisting of
3,593,628 shares of Convertible Preferred Stock, Series B each of which is
convertible into eight shares of Common Stock) are held by the Trustee in
its capacity as Trustee of the Trust. This statement includes 388,366
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.
(3) Based on 568,702,944 shares of common stock of the Issuer outstanding on
December 31, 2000 as provided by the Issuer.
Item 5. Ownership of Five Percent or Less of a Class.
--------------------------------------------
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
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 388,366 shares of Common Stock
disclosed under such Item 4(a) as being held by the Trustee as trustee
custodian for certain accounts unrelated to the Issuer or the Trust.
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 not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
CUSIP No. 194-162-103 Schedule 13G Page 4 of 5 Pages
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.
Date: February 7, 2001 LaSalle National Bank National Association
(not in its individual or corporate capacity
but solely as Trustee of the Trust)
/s/ E. Vaughn Gordy
-------------------------------------------
E. Vaughn Gordy
CUSIP No. 194-162-103 Schedule 13G Page 5 of 5 Pages