UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
(Amendment No. 14)
Under the Securities Exchange Act of 1934
COLGATE-PALMOLIVE COMPANY
(Name of Issuer)
Common Stock, $1.00 Par Value
(Title of Class of Securities)
194-162-103
(CUSIP Number)
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 6 Pages
CUSIP No. 194-162-103 Schedule 13G/A page 2
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Person (entities only)
LaSalle Bank National Association (not in its individual or corporate
capacity but solely as trustee)
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2 Check the Appropriate Box if a Member of A Group
(See Instructions)
(a) [ ]
(b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Organized under the laws of the United States
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Number of 5 Sole Voting Power
0
Shares --------------------------------------------
6 Shared Voting Power
Beneficially 38,239,775
--------------------------------------------
Owned by 7 Sole Dispositive Power
0
Each Reporting --------------------------------------------
8 Shared Dispositive Power
Person With 38,239,775
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
38,239,775
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares*
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11 Percent of Class Represented by Amount in Row (9)
6.7%
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12 Type of Reporting Person*
BK, EP
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 194-162-103 Schedule 13G/A page 3
Item 1.
(a) Name of Issuer:
Colgate-Palmolive Company
(b) Address of Issuer's Principal Executive Offices:
300 Park Avenue, New York, New York 10022
Item 2.
(a) Name of Person Filing:
LaSalle Bank National Association (not in its individual or
corporate capacity but solely as trustee, the "Reporting
Person")
(b) Address of Principal Business Office or, if none, Residence:
135 South LaSalle Street
Chicago, Illinois 60603
(c) Citizenship:
Organized under the laws of the United States
(d) Title of Class of Securities:
Common Stock, $1.00 par value
(e) CUSIP No.:
194-162-103
Item 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [X] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
CUSIP No. 194-162-103 Schedule 13G/A page 4
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with
ss.240.13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
The following information relates to the reporting person's ownership
of Common Stock, $1.00 par value, of the issuer as of December 31, 2003.
(a) Amount Beneficially Owned:
38,239,775
(b) Percent of Class:
6.7%
(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:
38,239,775
(iii) sole power to dispose or to direct the
disposition of:
0
CUSIP No. 194-162-103 Schedule 13G/A page 5
(iv) shared power to dispose or to direct the
disposition of:
38,239,775
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.
All of the shares reported as beneficially owned in this Amendment No.
14 to Schedule 13G are held by the Reporting Person in a fiduciary capacity for
the benefit of third parties. None of the interests of those third parties
relates to more than five percent of the securities of the Issuer.
The 38,239,775 shares (the "Shares") of common stock, par value $1.00
per share (the "Common Stock") reported as beneficially owned in this Schedule
13G includes:
o 1,859,044 shares of Common Stock held as trustee for the
Colgate-Palmolive Employee Stock Ownership Trust (the
"Trust");
o 36,052,160 shares of Common Stock issuable upon the conversion
of the issuer's Series B Convertible Preference Stock (the
"Preference Stock") held as trustee for the Trust. The
Reporting Person holds 4,506,520 shares of Preference Stock,
each of which is convertible into eight shares of Common
Stock, 1,676,597 shares of which have been allocated to
accounts of participants of the issuer's Employee Stock
Ownership Plan (the "Plan") and 2,829,923 shares of which are
unallocated; and
o 328,571 shares of Common Stock (the "non-Plan Shares") held in
a fiduciary capacity for the benefit of third parties
unrelated to the Plan.
Participants in the Plan have the right to direct the trustee in the
voting of Common Stock and Preference Stock 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 Preference
Stock, 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 Preference Stock are voted by the trustee
CUSIP No. 194-162-103 Schedule 13G/A page 6
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 Preference Stock for which no directions
are received shall not be tendered by the trustee. The unallocated shares of
Common Stock and Preference Stock are tendered in the same proportion as the
allocated shares for which directions are received.
Subject to the terms and conditions of the Trust and the Plan,
participants in the Plan 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 Preference Stock reported as beneficially
owned in this Schedule 13G. The holders of the accounts for the non-Plan Shares
may have the right to receive, or direct the receipt of, dividends on, or
proceeds from the sale of, the non-Plan Shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
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 and are held in the
ordinary course of business and 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.
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 11, 2004
LaSalle Bank National Association,
not in its individual or corporate
capacity but solely as trustee
By: /s/ Kevin B. Kolb
-----------------------------------------
Name/Title: Kevin B. Kolb
Compliance Officer