UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.12)*
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, 2001
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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 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)
CUSIP No.194-162-103 Schedule 13G Page 2 of 6 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
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
SHARES 0
_________________________________________________________________
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 43,437,912 as of December 31, 2001 (1)(2)
_________________________________________________________________
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
_________________________________________________________________
PERSON 8. SHARED DISPOSITIVE POWER
WITH 43,437,912 as of December 31, 2001(1)
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(1) Includes 3,421,343 unallocated shares of Convertible Preferred Stock,
Series B, each of which is convertible into eight shares of Common Stock.
Includes 2,533,743 shares of Common Stock which are allocated to accounts
of participants ("ESOP Participants") of the Colgate-Palmolive Employee
Stock Ownership Plan (the "ESOP") and 1,646,262 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. 27,370,744 unallocated shares of Common Stock (consisting of
3,421,343 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 363,329
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.
CUSIP No.194-162-103 Schedule 13G Page 3 of 6 Pages
________________________________________________________________________________
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,437,912 as of December 31, 2001(1)
________________________________________________________________________________
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3% as of December 31, 2001 (3)
________________________________________________________________________________
12. TYPE OF REPORTING PERSON*
BK, EP
________________________________________________________________________________
Item 1(a). Name of Issuer:
Colgate-Palmolive Company (the "Issuer)
Item 1(b). Address of Issuer's Principal Executive Offices:
300 Park Avenue
New York, New York 10022-7499
Item 2(a). Name of Person Filing:
The Trust and the Trustee
Item 2(b). Address of Principal Business Office, or if None, Residence:
The Trustee The Trust
135 South LaSalle St. c/o LaSalle Bank National Association
Chicago, IL 60603 135 South LaSalle St.
Chicago, IL 60603
Item 2(c). Citizenship:
LaSalle Bank National Association is a banking association organized under
the laws of the United States.
Item 2(d). Title of Class of Securities:
Common Stock
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(3) Based on 552,960,014 shares of common stock of the Issuer outstanding on
December 31, 2001 as provided by the Issuer.
CUSIP No.194-162-103 Schedule 13G Page 4 of 6 Pages
Item 2(e). CUSIP Number:
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, 2001.
(a) Amount beneficially owned:
43,437,912(1)
(b) Percent of class:
7.3%(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:
43,437,912(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:
43,437,912(1)
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 363,329 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. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and 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 such purpose or effect.
CUSIP No.194-162-103 Schedule 13G Page 6 of 6 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: January 30, 2002 LaSalle National Bank National Association (not in
its individual or corporate capacity but solely as
Trustee of the Trust)
/s/ E. Vaughn Gordy
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E. Vaughn Gordy