Pricing Supplement No. 1 dated November 13, 2001 Rule 424(B)(3)
(To Prospectus dated November 13, 2001 File No. 333-72340
and Prospectus Supplement dated November 13, 2001)
Colgate-Palmolive Company
Medium-Term Notes - Floating Rate
Series E
We are hereby offering to sell Notes having the terms specified below to
you with the assistance of UBS Warburg LLC, acting as principal, at a fixed
initial public offering price of 100% of the principal amount.
Principal Amount: $48,642,000 Trade Date: November 13, 2001
Issue Price: 100% Original Issue Date: November 16, 2001
Initial Interest Rate: 1.72125% Net Proceeds to Colgate: $48,155,580
Stated Maturity Date: December 21, 2041 Agent's Discount or Commission: $486,420
Base Rate:
[ ] Certificate of Deposit Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate
[ X ] LIBOR Telerate: Page 3750 [ ] LIBOR Reuters
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see attached)
Interest Rate Reset Dates: March 21, June 21, September 21 and December 21 of
each year, commencing on December 21, 2001.
Interest Rate Reset Period: Quarterly
Interest Payment Dates: March 21, June 21, September 21 and December 21 of
each year, commencing on December 21, 2001.
Index Maturity: 3 month
Index Currency: US Dollars
Spread (+/-): -.30%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Day Count Convention:
[ ] 30/360 for the period from ________ to ________
[ X ] Actual / 360 for the period from November 16, 2001
to December 21, 2041.
[ ] Actual / Actual for the period from to
------- ------
Redemption: The Notes may be redeemed at the option of Colgate
prior to the stated maturity date. See "Other
Provisions - Optional Redemption" below.
Optional Repayment: The Notes may be repaid at the option of the holders
prior to the stated maturity date. See "Other
Provisions - Optional Repayment" below.
Currency:
Specified Currency: US Dollars
Minimum Denomination: $1,000
Original Issue Discount: [ ] [ X ] No
Total amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [ X ] Book-entry [ ] Certificated
[ X ] Other provisions:
Optional Redemption: Colgate may at its option elect to redeem the
Notes, in whole or in part, in increments of
$1,000 or any multiple of $1,000, upon not less
than 30 nor more than 60 days' prior written
notice to the holders, on December 21, 2031 or on
any business day thereafter at the following
redemption prices corresponding to the periods set
forth below (expressed as a percentage of the
principal amount of the Notes), together with any
accrued interest to the redemption date:
If Redeemed During
the 12-Month Period Commencing on: Redemption Price
--------------------------------- ----------------
December 21, 2031 105.00%
December 21, 2032 104.50
December 21, 2033 104.00
December 21, 2034 103.50
December 21, 2035 103.00
December 21, 2036 102.50
December 21, 2037 102.00
December 21, 2038 101.50
December 21, 2039 101.00
December 21, 2040 100.50
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Optional Repayment: Notwithstanding anything to the contrary
contained in the Prospectus Supplement dated
November 13, 2001, the holders of the Notes may
elect to cause Colgate to repurchase the Notes, in
whole or in part, in increments of $1,000 or any
multiple of $1,000, upon not less than 30 nor more
than 60 days' prior written notice to Colgate, on
December 21 of each of the years set forth below,
at the amounts corresponding to the years set forth
below (expressed as a percentage of the principal
amount of the Notes), together with any accrued
interest to the repayment date:
Repayment Date Repayment Price
-------------------- ---------------
December 21, 2011 99.00%
December 21, 2014 99.25
December 21, 2017 99.50
December 21, 2020 99.75
December 21, 2023 100.00
December 21, 2026 100.00
December 21, 2029 100.00
December 21, 2032 100.00
December 21, 2035 100.00
December 21, 2038 100.00
Use of Proceeds:
- ---------------
The net proceeds from the sale of the Notes will be used by Colgate to
retire commercial paper which was issued by Colgate for general corporate
purposes and working capital. As of November 13, 2001, Colgate's outstanding
commercial paper had a weighted average interest rate of 2.2374% with
maturities ranging from 2 days to 168 days.
Certain United States Federal Income Tax Considerations:
- -------------------------------------------------------
The following discussion supplements the discussion contained in the
Prospectus Supplement dated November 13, 2001 under the heading "Certain
United States Federal Tax Considerations." Prospective purchasers of Notes are
advised to consult their own tax advisors with respect to tax matters relating
to the Notes.
Notes Used as Qualified Replacement Property.
Prospective investors seeking to treat the Notes as "qualified
replacement property" for purposes of Section 1042 of the Internal Revenue
Code of 1986, as amended (the "Code"), should be aware that Section 1042
requires the issuer to meet certain requirements in order for the Notes to
constitute qualified replacement property. In general, qualified replacement
property is a security issued by a domestic corporation that did not, for the
taxable year preceding the taxable year in which such security was purchased,
have "passive investment income" in excess of 25 percent of the gross receipts
of such corporation for such preceding taxable year (the "passive income
test"). For purposes of the passive income test, where the issuing corporation
is in control of
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one or more corporations or such issuing corporation is controlled by one or
more other corporations, all such corporations are treated as one corporation
(the "affiliated group") for the purposes of computing the amount of passive
investment income for purposes of Section 1042.
Colgate believes that less than 25 percent of its affiliated group's
gross receipts is passive investment income for the taxable year ending
December 31, 2000. In making this determination, Colgate has made certain
assumptions and used procedures which it believes are reasonable. Colgate
cannot give any assurance as to whether it will continue to meet the passive
income test. It is, in addition, possible that the Internal Revenue Service
may disagree with the manner in which Colgate has calculated the affiliated
group's gross receipts (including the characterization thereof) and passive
investment income and the conclusions reached herein.
The Notes are a new issue of securities with no established trading
market. No assurance can be given as to whether a trading market for the Notes
will develop or as to the liquidity of a trading market for the Notes. The
availability and liquidity of a trading market for the Notes will also be
affected by the degree to which purchasers treat the Notes as qualified
replacement property.
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