ABOUT THIS
PROSPECTUS
We
will disclose information about the debt securities in this prospectus and
prospectus supplements. The term prospectus supplement as used in this
prospectus includes any pricing supplements relating to particular offerings of
debt securities. The relevant prospectus supplements will provide the financial
and other specific terms of any particular offering of debt securities, many of
which are determined at the time of pricing. Because the information provided
in the prospectus supplements may also add, delete or change information
contained in this prospectus, you should rely on the information in the
applicable prospectus supplement or supplements to the extent that it is
inconsistent with the information in this prospectus.
CAUTIONARY
STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference in this prospectus
contain statements that constitute forward looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934.
These
statements relate to future events or our future financial performance, which
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from those expressed or implied by any forward looking
statements. In some cases, you can identify forward looking statements by
terminology such as expect, anticipate, estimate, intend, may,
will, could, would, should, predict, potential,
plan, believe
or the negative of these terms or similar terminology.
These
statements are only predictions. Actual events or results may differ materially
because of factors that affect
international businesses, as well as matters specific to us and the markets we
serve, including currency rate fluctuations, changes in foreign or domestic
laws, availability and cost of raw and packaging materials and changes in the
policies of retail trade customers. Moreover, we do not, nor does any
other person, assume responsibility for the accuracy and completeness of those
statements. All of the forward-looking statements are qualified in their
entirety by reference to the factors discussed under the captions Risk
Factors and Managements Discussion and Analysis of Financial Condition and
Results of Operations in our annual report on Form 10-K for the fiscal
year ended December 31, 2007 (incorporated by reference in this
prospectus) and similar sections in our subsequent filings that we incorporate
by reference in this prospectus, which describe risks and factors that could
cause results to differ materially from those projected in the forward-looking
statements.
Those
risk factors may not be exhaustive. We operate in a continually changing
business environment, and new risk factors emerge from time to time. We cannot
predict these new risk factors, nor can we assess the impact, if any, of these
new risk factors on our businesses or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from
those projected in any forward-looking statements. Given these uncertainties,
we caution investors not to unduly rely on forward-looking statements in making
an investment decision. We are under no obligation to (and expressly disclaim
any obligation to) update or alter any forward-looking statement that may be
made from time to time, whether as a result of new information, future events
or otherwise.
COLGATE-PALMOLIVE
COMPANY
Colgate-Palmolive
Company, which was founded in 1806 and incorporated under the laws of the State
of Delaware in 1923, is a leading consumer products company whose products are
marketed in over 200 countries and territories throughout the world. Our
principal executive offices are located at 300 Park Avenue, New York, New York
10022 (telephone (212) 310-2000).
We
manage our business in two distinct product segments: (1) Oral, Personal and
Home Care and (2) Pet Nutrition. Colgate is a global leader in Oral Care with
the leading toothpaste brand throughout many parts of the world according to
value share data provided by ACNielsen. Our Oral Care products include
toothpaste, toothbrushes, oral rinses, dental floss and pharmaceutical products
for dentists and other oral health professionals, including Colgate Total and
the Colgate Max Fresh toothpastes and Colgate 360° manual and battery
toothbrushes.
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We
are a leader in many product categories of the Personal Care market. The
Personal Care market includes shower gels, shampoos, conditioners, bar soaps,
deodorants and antiperspirants, as well as liquid hand soaps in which we are
the market leader in the U.S. based on value share data provided by ACNielsen.
These products are marketed under the Palmolive, Speed Stick and Lady Speed
Stick and Softsoap brands.
We
manufacture and market a wide array of products for Home Care, including
Palmolive and Ajax dishwashing liquids, Fabuloso and Ajax household cleaners
and Murphys Oil Soap. We are a market leader in fabric conditioners
with leading brands including Suavitel in Latin America and Soupline in Europe.
Through
our Hills Pet Nutrition subsidiary, we are the world leader in specialty pet
nutrition products for dogs and cats with products marketed in over 90
countries around the world. Hills markets pet foods primarily under two
trademarks: Science Diet, which is sold by authorized pet supply
retailers, breeders and veterinarians for everyday nutritional needs; and
Prescription Diet, a range of therapeutic products sold by veterinarians to
help nutritionally manage disease conditions in dogs and cats.
If
you want to find more information about our company, please see the sections
entitled Where You Can Find More Information and Incorporation of
Information We File with the SEC in this prospectus.
RISK FACTORS
Investing
in the debt securities to be offered pursuant to this prospectus involves
certain risks. For a discussion of the factors you should carefully consider
before deciding to purchase any securities that may be offered, please read
Risk Factors in our most recently filed Annual Report on Form 10-K, as
well as those risk factors that may be included in the applicable prospectus
supplement and other information included or incorporated by reference in this
prospectus.
USE OF PROCEEDS
We
intend to use the net proceeds from the sale of the debt securities for general
corporate purposes, unless otherwise specified in the applicable prospectus
supplement.
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RATIO OF
EARNINGS TO FIXED CHARGES
The
following table sets forth our historical ratios of earnings to fixed charges
for the periods indicated:
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Nine
Months
Ended
September
30,
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Year Ended
December 31,
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2008
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2007
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2006
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2005
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2004
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2003
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Ratio of
earnings to fixed charges
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17.1
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12.0
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10.2
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12.0
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12.9
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13.0
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For
the purpose of calculating the ratio of earnings to fixed charges, earnings
consist of earnings from continuing operations before income taxes and fixed
charges, excluding capitalized interest, reduced by the gain on equity investments. Fixed
charges consist
of interest costs whether expensed or capitalized, amortization of premiums,
discounts and capitalized expenses related to indebtedness and such portion of
rental expense that we deem to be representative of interest.
DESCRIPTION OF
DEBT SECURITIES
General
We
will offer the debt securities described in this prospectus from time to time
in one or more distinct series for an aggregate initial public offering price
in U.S. dollars or in foreign currencies or units of two or more currencies,
based on the applicable exchange rate at the time of offering, as we shall
designate at the time of offering.
Unless
otherwise specified in the applicable prospectus supplement, the debt
securities will be issued under an indenture, dated as of November 15, 1992, as
supplemented from time to time, between our company and The Bank of New York
Mellon (formerly known as The Bank of New York), as trustee. A copy of the
indenture is incorporated by reference as an exhibit to the registration
statement of which this prospectus is a part. The following summaries of
material provisions of the debt securities and of the indenture are not
complete and are subject to, and qualified in their entirety by reference to,
the provisions of the indenture, including the definitions of terms.
The
indenture does not limit the amount of debt, secured or unsecured, which we may
issue. The debt securities offered by this prospectus are unsecured and rank
equally with our other unsecured and unsubordinated indebtedness.
Terms of the Debt Securities
We
may issue the debt securities from time to time, without limitation as to
aggregate principal amount and in one or more series. We may issue debt
securities upon the satisfaction of conditions, including the delivery to the
trustee of a supplemental indenture, or a resolution of our Board of Directors
or a committee of our Board of Directors, or a certificate of one of our
officers who has been authorized by our Board of Directors to take that kind of
action, which fixes or establishes the terms of the debt securities being
issued. Any resolution or officers certificate approving the issuance of any
issue of debt securities will include the following terms of that issue of debt
securities:
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the
aggregate principal amount;
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the stated
maturity date;
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the date or
dates on which we will pay principal, if other than at maturity, or the
method we will use to determine these dates;
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if the
amount of payments of principal (and premium, if any) or interest may be
determined with reference to an index, formula or other method, the manner in
which such amounts will be determined;
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whether and
how the principal amount will be determined, whether by reference to an
index, formula or other method;
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the rate or
rates (or manner of calculating the rate or rates) at which the debt
securities will bear interest, if any, and the date or dates from which any
interest will accrue;
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the interest
payment dates and regular record dates for any interest payable;
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if in
addition to or other than the Borough of Manhattan, The City of New York, the
place or places where the principal (and premium, if any) and interest, if
any, will be payable, and where the debt securities may be delivered for
registration, transfer or exchange;
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any
provisions for redemption of the debt securities, the redemption price or
prices and any remarketing arrangements;
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any
mandatory redemption or sinking fund or analogous provisions;
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whether the
debt securities are denominated or payable in United States dollars or in one
or more currencies or units of two or more currencies;
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the form in
which we will issue the debt securities, whether registered, bearer or both,
and any restrictions applicable to the exchange of one form for another
and/or to the offer, sale and delivery of the debt securities in either form;
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whether and
under what circumstances we will pay additional amounts under any debt
securities held by a person who is not a U.S. person for specified taxes,
assessments or other governmental charges and whether we have the option to
redeem the affected debt securities rather than pay any such additional
amounts;
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whether the debt
securities are to be issued in global form and if so, the depositary for the
global securities;
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the title of
the debt securities and the series of which the debt securities are a part;
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the minimum
denominations in which any debt securities will be issuable if other than
denominations of $1,000 and any integral multiple thereof;
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any
additional covenants or events of default applicable to our company; and
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any other
terms of the debt securities which are not inconsistent with the provisions
of the indenture.
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Please
see the applicable prospectus supplement for the terms of the specific debt
securities being offered.
Prospective
purchasers of debt securities should be aware that special U.S. Federal income
tax, accounting and other considerations may be applicable to instruments such
as the debt securities. The prospectus supplement relating to an issue of debt
securities will describe these considerations, if they apply.
The
provisions of the indenture permit us, without the consent of the holders of
any debt securities, to issue additional debt securities with terms different
from those of debt securities previously issued and to reopen a previous series
of debt securities and issue additional debt securities of that series.
The
indenture does not contain any provisions which would provide protection to
holders of debt securities against a sudden and dramatic decline in credit
quality resulting from a takeover, a recapitalization or other highly leveraged
transaction involving Colgate.
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We
will pay or deliver principal and any premium, additional amounts and interest
in the manner, at the places and subject to the restrictions set forth in the
indenture, the debt securities and the applicable prospectus supplement.
However, at our option, we may pay any interest by check mailed to the holders
of registered debt securities at their registered addresses.
Holders
may present debt securities for exchange, and registered debt securities for
transfer or exchange, in the manner, at the places and subject to the
restrictions set forth in the indenture, the debt securities and the prospectus
supplement. Holders may transfer debt securities in bearer form for registered
debt securities by delivering the bearer debt securities and related coupons,
if any, to the office or agency of the registrar for that series of debt
securities. If any series of debt securities is issued in global form, the
prospectus supplement will describe the circumstances, if any, under which
beneficial owners of interests in any global debt security may exchange those
interests for definitive debt securities of that same series and of like tenor
and principal amount, in any authorized form and denomination. There will be no
service charge for any transfer or exchange of debt securities, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with a transfer or exchange other than certain
exchanges not involving any transfer.
Merger and Consolidation
We
may consolidate or merge with or into any other corporation, and we may sell,
lease or convey all or substantially all of our assets to any corporation,
provided
that:
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the
resulting corporation, if other than Colgate, is a corporation organized and
existing under the laws of the United States of America or any U.S. state or
the District of Columbia and assumes all of our obligations to:
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(1)
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pay or
deliver the principal of or any premium, interest or additional amounts on
the debt securities; and
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(2)
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perform and
observe all of our other obligations under the indenture, and
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we or any
successor corporation, as the case may be, are not, immediately after any
such consolidation, merger or sale of assets, in default under the indenture.
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Modification and Waiver
We
and the trustee may modify and amend the indenture with the consent of holders
of at least a majority in principal amount or aggregate issue price of each
series of debt securities affected. However, the consent of each holder of any
debt security affected must be obtained if the amendment or modification:
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changes the
stated maturity of the principal of, or any premium or installment of interest
or additional amounts on, any debt security;
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reduces the
principal amount due and payable at maturity or upon acceleration of maturity
of, or the rate of interest or additional amounts payable on, or any premium
payable on redemption or otherwise on, any debt security;
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adversely
affects any right of repayment at the option of the holders;
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changes the
place of delivery of, or currency of, the payment of principal or any
premium, interest or additional amounts on any debt security or impairs the
right to institute suit for the enforcement of any such payment or delivery;
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reduces the
percentage in principal amount or aggregate issue price of the outstanding
debt securities of any series, the consent of whose holders is required to
modify or amend the indenture; or
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modifies the
foregoing requirements or reduces the percentage to less than a majority in
principal amount or aggregate issue price of outstanding debt securities
necessary to waive certain past defaults by Colgate under the indenture.
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The
holders of at least a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may, with respect to that series,
waive past defaults under the indenture and waive our compliance with certain
provisions of the indenture, except as described under Events of Default.
Events of Default
Except
as otherwise provided in the applicable prospectus supplement, each of the
following constitutes an event of default with respect to each series of debt
securities issued under the indenture:
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default in
the payment of any interest or additional amounts when due and continuing for
30 days;
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default in
the payment of any principal or premium when due and payable at maturity;
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default in
the payment of any sinking fund payment when due;
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default in
the performance, or breach, of any other obligation of ours under the
indenture, or under provisions of a series of debt securities that are
applicable to all series of debt securities, and continuance of the default
for 60 days after we are given written notice of the default as provided in
the indenture;
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specified
events of bankruptcy, insolvency or reorganization of Colgate; and
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any other
event of default with respect to debt securities of that series.
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If
an event of default occurs and is continuing for any series of debt securities,
the trustee or the holders of at least 25% in principal amount or aggregate
issue price of the outstanding debt securities of that series may declare the
principal of all the debt securities of that series, or any lesser amount
provided for in the debt securities of that series, due and payable
immediately. At any time after such a declaration of acceleration with respect
to the debt securities of any series has been made, but before the trustee has
obtained a judgment or decree for payment of the money due, the holders of a
majority in principal amount or aggregate issue price of the outstanding debt
securities of that series by written notice may rescind any declaration of
acceleration and its consequences, provided that all payments and/or deliveries
due, other than those due as a result of acceleration, have been made and all
other events of default have been remedied or waived.
The
holders of at least a majority in principal amount or aggregate issue price of
the outstanding debt securities of any series may waive an event of default
with respect to that series, except a default:
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in the
payment of any amounts due and payable or deliverable under the debt
securities of that series; or
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in respect
of an obligation of ours contained in, or a provision of, the indenture which
cannot be modified under the terms of the indenture without the consent of
each holder of outstanding debt securities affected.
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The
holders of a majority in principal amount or aggregate issue price of the
outstanding debt securities of a series may direct the time, method and place
of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to debt
securities of that series, provided that the direction is not in conflict with
any rule of law, the indenture or the debt securities of that series. The
trustee must, within 90 days after a default occurs notify the holders of the
applicable series of debt securities of the default, unless the default is
cured or waived. The trustee may withhold notice of default, except default in
payment of principal, any premium, interest or sinking fund payment, if it
determines that it is in the interest of the holders to do so. Before
proceeding to exercise any right or power under the indenture at the direction
of the holders, the trustee is entitled to receive from those holders
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in complying with any such direction.
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Unless
otherwise stated in the prospectus supplement, any series of debt securities
issued under the indenture will not have the benefit of any cross-default
provisions with other indebtedness of our company.
We
will be required to furnish to the trustee annually a statement as to our
performance of all of our obligations and conditions under the indenture.
Limitations Upon Liens
The
debt securities will not be secured by any mortgage, pledge or other lien.
Unless a prospectus supplement with respect to a particular series of debt
securities states otherwise, the covenants described below will apply to each
series of debt securities.
We
covenant in the indenture not to create or suffer to exist, or permit any of
our Principal Domestic Subsidiaries to create or suffer to exist, any Lien on
any Restricted Property, whether owned on the date of the indenture or
thereafter acquired, without making effective provision (and we covenant and
agree in the indenture that we will make or cause to be made effective
provision) whereby the debt securities shall be directly secured by such Lien
equally and ratably with (or prior to) all other indebtedness secured by such
Lien as long as such other indebtedness shall be so secured; provided, however,
that there shall be excluded from the foregoing restrictions:
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Liens
securing Debt not exceeding $10,000,000 which are existing on the date of the
indenture on Restricted Property; and, if any property owned or leased as of
the date of the indenture by us or one of our Principal Domestic Subsidiaries
at any time thereafter becomes a Principal Domestic Manufacturing Property,
any Liens existing on the date of the indenture on such property securing the
Debt secured or evidenced thereby on the date of the indenture;
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Liens on
Restricted Property of a Principal Domestic Subsidiary as a security for Debt
of such Subsidiary to us or to another Principal Domestic Subsidiary;
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in the case
of any corporation which becomes a Principal Domestic Subsidiary after the
date of the indenture, Liens on Restricted Property of such Principal
Domestic Subsidiary which are in existence at the time it becomes a Principal
Domestic Subsidiary and which were not incurred in contemplation of it becoming
a Principal Domestic Subsidiary;
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any Lien
existing prior to the time of acquisition of any Principal Domestic
Manufacturing Property acquired by us or one of our Principal Domestic
Subsidiaries after the date of the indenture through purchase, merger,
consolidation or otherwise;
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any Lien on
any Principal Domestic Manufacturing Property (other than a Major Domestic
Manufacturing Property) acquired or constructed by our company or a Principal
Domestic Subsidiary after the date of the indenture which is placed on such
Property at the time of or within 180 days after the acquisition thereof or
prior to, at the time of or within 180 days after completion of construction
thereof to secure all or a portion of the price of such acquisition or construction
or funds borrowed to pay all or a portion of the price of such acquisition or
construction;
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extensions,
renewals or replacements of any Lien referred to in the first, third, fourth
or fifth bullet points above to the extent that the principal amount of the
Debt secured or evidenced thereby is not increased, provided that the Lien is
not extended to any other Restricted Property;
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Liens
imposed by law, such as carriers', warehousemen's, mechanics', materialmen's,
vendors' and landlords' liens, and liens arising out of judgments or awards
against us or any of our Principal Domestic Subsidiaries with respect to
which we or such Subsidiary at the time shall currently be prosecuting an
appeal or proceedings for review and with respect to which it shall have
secured a stay of execution pending such appeal or proceedings for review;
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Liens
securing the payment of taxes, assessments and governmental charges or
levies, either (1) not delinquent or (2) being contested in good faith by
appropriate legal or administrative proceedings and as to which we or a
Principal Domestic Subsidiary, as the case may be, to the extent required by
generally accepted accounting principles applied on a consistent basis, shall
have set aside on its books adequate reserves;
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minor survey
exceptions, minor encumbrances, easements or reservations of, or rights of
others for, rights of way, sewers, electric lines, telegraph and telephone
lines and other similar purposes and zoning or other restrictions as to the
use of any Principal Domestic Manufacturing Property, which exceptions,
encumbrances, easements, reservations, rights and restrictions do not, in our
opinion, in the aggregate materially detract from the value of such Principal
Domestic Manufacturing Property or materially impair its use in the operation
of our business and that of our Principal Domestic Subsidiaries; and
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any Lien on
Restricted Property not referred to above if, at the time such Lien is
created, incurred, assumed or suffered to be created, incurred or assumed,
and after giving effect thereto and to the Debt secured or evidenced thereby,
the aggregate amount of all our outstanding Debt together with that of our
Principal Domestic Subsidiaries secured or evidenced by Liens on Restricted
Property which are not referred to above and which do not equally and ratably
secure the debt securities, shall not exceed 15% of Consolidated Net Tangible
Assets.
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Code
means the Internal Revenue Code of 1986, as amended.
Consolidated
Net Tangible Assets means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after deducting therefrom (1) all
current liabilities and (2) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles of ours and
our consolidated subsidiaries, all as set forth on the most recent balance
sheet of ours and our consolidated subsidiaries prepared in accordance with
generally accepted accounting principles as practiced in the United States.
Debt
means (1) indebtedness for borrowed money, (2) obligations evidenced by bonds,
debentures, notes or other similar instruments, (3) obligations to pay the
deferred purchase price of property or services (other than accounts payable in
the ordinary course of business), (4) obligations as a lessee under leases
which shall have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, and (5) obligations under
direct or indirect guaranties in respect of, and obligations (contingent or
otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor
against loss in respect of, indebtedness or obligations of others of the kinds
referred to in clauses (1) through (4) above.
Domestic
Subsidiary means any Subsidiary a majority of the business of which is
conducted within the United States of America, or a majority of the properties
and assets of which are located within the United States of America, except any
Subsidiary whose assets consist substantially of the securities of Subsidiaries
which are not Domestic Subsidiaries.
Instruments
of any corporation means and includes (1) all capital stock of all classes of
and all other equity interests in such corporation and all rights, options or
warrants to acquire the same, and (2) all promissory notes, debentures, bonds
and other evidences of Debt of such corporation.
Lien
means any mortgage, lien, pledge, security interest, encumbrance or charge of
any kind, any conditional sale or other title retention agreement or any lease
in the nature thereof, provided that the term Lien shall not include any
lease involved in a sale and lease-back transaction.
Major
Domestic Manufacturing Property means any Principal Domestic Manufacturing
Property the net depreciated book value of which on the date as of which the
determination is made exceeds 3% of the Consolidated Net Tangible Assets.
Principal
Domestic Manufacturing Property means any building, structure or facility
(including the land on which it is located and the improvements and fixtures
constituting a part thereof) used primarily for manufacturing
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or processing
which is owned or leased by us or any of our Subsidiaries, is located in the
United States of America and the net depreciated book value of which on the
date as of which the determination is made exceeds 1% of Consolidated Net
Tangible Assets, except any such building, structure or facility which our
Board of Directors by resolution declares is not of material importance to the
total business conducted by us and our Subsidiaries as an entirety.
Principal
Domestic Subsidiary means (1) each Subsidiary which owns or leases a Principal
Domestic Manufacturing Property, (2) each Domestic Subsidiary the consolidated
net worth of which exceeds 3% of Consolidated Net Tangible Assets (as set forth
in the most recent financial statements delivered pursuant to the indenture)
and (3) each Domestic Subsidiary of each Subsidiary referred to in the
foregoing clause (1) or (2) except any such Subsidiary the accounts receivable
and inventories of which have an aggregate net book value of less than
$5,000,000.
Restricted
Property means and includes (1) all Principal Domestic Manufacturing
Properties, (2) all Instruments of all Principal Domestic Subsidiaries and (3)
all inventories and accounts receivable of ours and our Principal Domestic
Subsidiaries.
Subsidiary
means any Corporation of which at the time of determination we or one or more
of our Subsidiaries owns or controls directly or indirectly more than 50% of
the shares of Voting Stock.
Voting
Stock means stock of a Corporation of the class or classes having general
voting power under ordinary circumstances to elect at least a majority of the
board of directors, managers or trustees of such Corporation, provided that,
for this purpose, stock which carries only the right to vote conditionally on
the happening of an event shall not be considered voting stock whether or not
such event shall have happened.
Other
capitalized terms used but not defined in this prospectus shall have the
meaning given those terms in the indenture.
Legal Defeasance and Covenant Defeasance
We
at any time may terminate as to a series of debt securities all of our
obligations (except for certain obligations regarding the defeasance trust and
obligations to register the transfer or exchange of a debt security, to replace
destroyed, lost or stolen debt securities and any related coupons and to
maintain agencies with respect to the debt securities) arising under the
indenture and the debt securities and coupons of that series. This option of
ours is called a legal defeasance. We at any time may terminate as to a
series of debt securities, among other obligations, our obligations arising
under the covenant described under Limitations Upon Liens above. This option
of ours is called a covenant defeasance.
We
may exercise our legal defeasance option with respect to a series of debt
securities even if we have previously exercised our covenant defeasance option
in regard to that series of debt securities. If we exercise our legal
defeasance option with respect to a series of debt securities, that series may
not be accelerated because of an Event of Default. If we exercise our covenant
defeasance option with respect to a series of debt securities, that series may
not be accelerated on the basis of breaches of the defeased covenant.
To
exercise either option as to a series of debt securities, we must deposit in
trust with the trustee cash or United States government obligations sufficient
to pay the principal of, premium, if any, and interest on the debt securities
of that series at their maturity or redemption and must comply with other
specified conditions. In particular, we must obtain an opinion of tax counsel
that the defeasance will not result in recognition for United States Federal
income tax purposes of any gain or loss to holders of the series of debt
securities. The opinion of tax counsel, in the case of legal defeasance, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable United States Federal income tax law occurring after the date of
the indenture.
11
Concerning the Trustee
The
Bank of New York Mellon serves as trustee under the Indenture and is the
security registrar and paying agent with respect to the debt securities. The
indenture provides that, except during the continuance of an Event of Default,
the trustee will perform only such duties as are specifically set forth in the
indenture. During the existence of an Event of Default, the trustee will
exercise such rights and powers vested in it under the indenture and use the
same degree of care and skill in its exercise as a prudent person would
exercise under the circumstances in the conduct of such person's own affairs.
The
indenture contains certain limitations on the right of the trustee, should it
become a creditor of ours, to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee is permitted to engage in other transactions with us;
provided, however, that if the trustee acquires any conflicting interest it
must eliminate such conflict or resign.
The
trustee's principal office is located at One Wall Street, New York, New York
10286. We have banking relationships with The Bank of New York Mellon and
certain of its affiliates. Richard J. Kogan, one of our directors, is also a
director of The Bank of New York Mellon Corporation, the parent of the trustee.
Governing Law
The
indenture and the debt securities will be governed by, and construed in
accordance with, the laws of the State of New York.
PLAN OF DISTRIBUTION
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We may sell
debt securities:
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to the
public through underwriters acting individually or through a group of
underwriters which may be managed or co-managed by one or more underwriters
designated by us,
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through
agents or dealers,
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directly to
one or more other purchasers, or
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by any
combination of these methods of sale.
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The
prospectus supplement with respect to the particular series of debt securities
being offered will describe the terms of the offering of that series, including
the name or names of any agents or underwriters, the public offering or
purchase price, the proceeds to us from the offering, any discounts and
commissions to be allowed or paid to the agents or underwriters, all other
items constituting underwriting compensation, any discounts and commissions to
be allowed or paid to dealers, any initial public offering price and any
exchanges on which the debt securities may be listed. Underwriters, dealers and
agents that participate in the distribution of the debt securities may be
deemed to be underwriters, and any discounts or commissions received by them
from us and any profit on the resale of the debt securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933, as amended.
Under
certain circumstances, we may repurchase debt securities and reoffer them to
the public as set forth above. We may also arrange for repurchases and resales
of the debt securities by dealers.
No
particular offering of debt securities will have an established trading market
when issued. Unless specified in the applicable prospectus supplement, we will
not list the notes on any securities exchange. The underwriters may from time
to time purchase and sell notes in the secondary market, but they are not
obligated to do so, and there can be no assurance that there will be a
secondary market for the notes or liquidity in the secondary market if one
develops. In addition, the underwriters may discontinue any market-making
activity at any time.
12
To
facilitate a debt securities offering, any underwriter may engage in
over-allotment, stabilizing transactions, short covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934, as amended.
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Over-allotment
involves sales in excess of the offering size, which creates a short
position.
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Stabilizing
transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum.
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Short
covering transactions involve purchases of the securities in the open market
after the distribution is completed to cover short positions.
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Penalty bids
permit the underwriters to reclaim a selling concession from a dealer when
the securities originally sold by the dealer are purchased in a covering
transaction to cover short positions.
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Those
activities may cause the price of the securities to be higher than it would
otherwise be. If commenced, the underwriters may discontinue those activities
at any time.
If
so indicated in the prospectus supplement, we will authorize underwriters to
solicit offers by certain institutions to purchase debt securities from us
pursuant to delayed delivery contracts providing for payment and delivery on
the date stated in the prospectus supplement. Each contract will be for an
amount not less than, and, unless we otherwise agree, the aggregate principal
amount of debt securities sold pursuant to the contracts shall not be more
than, the respective amounts stated in the prospectus supplement. Institutions
with whom the contracts, when authorized, may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions, but shall in
all cases be subject to our approval. Delayed delivery contracts will not be
subject to any conditions except that the purchase by an institution of the
debt securities covered under any such contract shall not at the time of
delivery be prohibited under the laws of any jurisdiction in the United States
to which that institution is subject.
We
have agreed to indemnify the agents and the underwriters against certain civil
liabilities, including liabilities under the Securities Act of 1933, or to
contribute to payments the agents or the underwriters may be required to make
in connection with those liabilities. Agents, underwriters and dealers may be
customers of ours, engage in transactions with us, or perform services for us
in the ordinary course of business.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available over the Internet on
the SEC's web site at http://www.sec.gov and on our web site at
http://www.colgate.com. You may also read and copy any document we file by
visiting the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Copies of these materials also can
be obtained at prescribed rates from the SEC, Public Reference Section, 100 F
Street, N.E., Washington, D.C. 20549. Our common stock is listed and traded on
the New York Stock Exchange. You may also inspect the information we file with
the SEC at the NYSEs offices at 20 Broad Street, New York, New York 10005.
Information about us is also available at our web site at
http://www.colgate.com. However, the information on our web site is not a part
of this prospectus.
We
have filed a registration statement on Form S-3 with the SEC covering the debt
securities. For further information on us and the debt securities, you should
refer to our registration statement and its exhibits. This prospectus
summarizes certain provisions of contracts and other documents that we refer
you to. Because the prospectus may not contain all the information that you may
find important, you should review the full text of these documents. We have
included copies of these documents as exhibits to our registration statement of
which this prospectus is a part.
13
INCORPORATION OF INFORMATION WE FILE WITH THE
SEC
The
SEC allows us to incorporate by reference the information we file with them,
which means:
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incorporated
documents are considered part of this prospectus;
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we can
disclose important information to you by referring you to those documents;
and
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information
that we file with the SEC will automatically update and, to the extent
inconsistent, supersede this prospectus and previously incorporated
information.
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We
incorporate by reference the documents listed below which we filed with the SEC
under the Securities Exchange Act of 1934 (except that we do not incorporate by
reference any portion of a document that is deemed, under SEC rules, to have
been furnished and not filed):
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annual
report on Form 10-K for the year ended December 31, 2007;
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quarterly
reports on Form 10-Q for the quarters ended March 31, 2008, June 30, 2008 and
September 30, 2008; and
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current
reports on Form 8-K dated January 31, 2008 (solely with respect to the
information set forth in Item 8.01 thereof) and May 13, 2008.
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We
also incorporate by reference each of the following documents that we will file
with the SEC after the date of this prospectus until this offering is
completed:
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all
documents filed under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act,
including definitive proxy or information statements filed under Section 14
of the Exchange Act in connection with any subsequent stockholders meeting
(other than information in the documents that is deemed to have been
furnished and not filed).
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You
should rely only on information contained or incorporated by reference in this
prospectus. Neither we nor any agent or underwriter acting on our behalf has
authorized any other person to provide you with different or additional
information. If anyone provides you with different or inconsistent information,
you should not rely on it. Neither we nor any agent or underwriter acting on our
behalf is making an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
You
should assume that the information appearing in this prospectus is accurate as
of the date of this prospectus only. Our business, financial condition and
results of operations may have changed since that date.
You
may request a copy of any filings referred to above (excluding exhibits that
are not specifically incorporated by reference therein), at no cost, by
contacting us at the following address: Investor Relations, Colgate-Palmolive
Company, 300 Park Avenue, New York, New York 10022-7499, Telephone: (212)
310-2000, E-mail: Investor_Relations@colpal.com.
VALIDITY OF THE DEBT SECURITIES
The
validity of the debt securities will be passed upon for Colgate by Sidley
Austin
LLP
, New York, New York
and for any agents or underwriters by Mayer Brown LLP, Chicago, Illinois.
EXPERTS
The
consolidated financial statements and management's assessment of the effectiveness
of internal control over financial reporting (which is included in Management's
Annual Report on Internal Control over Financial Reporting) incorporated in
this prospectus by reference to the Annual Report on Form 10-K of
Colgate-Palmolive Company
14
and its
subsidiaries for the year ended December 31, 2007 have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
15
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution
*
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates.
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Securities
and Exchange Commission Registration Fee
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$
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(1)
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Legal Fees
and Expenses
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250,000
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Services of
Independent Registered Public Accounting Firm
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15,000
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Printing
Expenses, including Engraving
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25,000
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Trustee's
Fees and Expenses
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21,000
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Miscellaneous
Expenses
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9,000
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Total
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$
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320,000
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*
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Estimated
assuming one Prospectus Supplement
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(1)
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Deferred in
accordance with Rules 456(b) and 457(r) under the Securities Act of 1933,
except for $87,086 that has already been paid with respect to $739,900,000
aggregate initial offering price of securities that were previously
registered by the Company pursuant to Registration Statement No. 333-126987,
which was initially filed on July 28, 2005 and which will expire on December
1, 2008, and were not sold thereunder.
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Item 15.
Indemnification of Directors and Officers
Reference
is made to Section 145 of the General Corporation Law of the State of Delaware
(the GCL), which provides for indemnification of directors, officers and
other employees in certain circumstances, and to Section 102(b)(7) of the GCL,
which provides for the elimination or limitation of the personal liability for
monetary damages of directors under certain circumstances. Article Tenth of the
Restated Certificate of Incorporation of the Company, as amended, eliminates
the personal liability for monetary damages of directors under certain
circumstances and provides indemnification to directors, officers and other
employees of the Company to the fullest extent permitted by the GCL. The
Company has also executed indemnification agreements with the directors,
officers and certain other employees of the Company. Such indemnification
agreements contain provisions which purport to provide indemnification, where
not limited by applicable law, for amounts paid by such individuals in
settlement of shareholder derivative actions. Additionally, the Company maintains
customary directors' and officers' liability insurance.
Item 16.
Exhibits
The
exhibits to this registration statement are listed in the exhibit index, which
appears elsewhere in this registration statement and is incorporated herein by
reference.
Item 17.
Undertakings
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(a) The
undersigned registrant hereby undertakes:
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(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i) To include
any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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(ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of the securities offered would
not exceed that which was registered) and any deviation
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II-1
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from the low
or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
Calculation of the Registration Fee table in the effective registration
statement;
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(iii)
To include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change
to such information in the registration statement;
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provided
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however
,
that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement,
or is contained in a form of prospectus filed pursuant to Rule 424(b) that is
part of the registration statement.
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(2)
That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
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(4)
That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
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(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
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(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the
registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided
,
however
, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was
made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
effective date.
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(5)
That, for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such purchaser by
means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such
securities to such purchaser:
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(i)
Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
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II-2
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(ii)
Any free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
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(iii)
The portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
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(iv)
Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
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(b)
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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II-3
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in The City
of New York, State of New York, on October 31, 2008.
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COLGATE-PALMOLIVE
COMPANY
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By:
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/s/ Ian M. Cook
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Ian M. Cook
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President, Chief Executive Officer
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and Director
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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Principal Executive Officer and Director:
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/s/ Ian M. Cook
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President,
Chief Executive Officer and Director
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October 31,
2008
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Ian M. Cook
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Principal Financial Officer:
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/s/ Stephen C. Patrick
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Chief
Financial Officer
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October 31,
2008
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Stephen C. Patrick
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Principal Accounting Officer:
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/s/ Dennis J. Hickey
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Vice
President, Corporate Controller
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October 31,
2008
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Dennis J. Hickey
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Directors:
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*
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Reuben Mark
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Chairman of
the Board and Director
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October 31,
2008
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*
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John T. Cahill
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Director
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October 31,
2008
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*
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Jill K. Conway
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Director
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October 31,
2008
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*
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Ellen M. Hancock
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Director
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October 31,
2008
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*
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David W. Johnson
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Director
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October 31,
2008
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*
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Richard J. Kogan
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Director
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October 31,
2008
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*
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Delano E. Lewis
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Director
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October 31,
2008
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*
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J. Pedro Reinhard
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Director
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October 31,
2008
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*
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Steven I. Sadove
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Director
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October 31,
2008
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*By
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/s/ Andrew D. Hendry
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Andrew D. Hendry
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Attorney-in-Fact
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II-4
INDEX TO EXHIBITS
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1.1
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Form of
Distribution Agreement
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4.1
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Indenture,
dated as of November 15, 1992, between the Company and The Bank of New York
Mellon (formerly known as The Bank of New York), as Trustee (incorporated by
reference from Exhibit 4.1 to the Company's Form S-3 Registration Statement
and Post-Effective Amendment No. 1 filed on June 26, 1992, Registration No.
33-48840)
|
|
|
4.2
|
Form of
Fixed Rate Medium-Term Note, Series F
|
|
|
4.3
|
Form of
Floating Rate
Medium-Term Note, Series F
|
|
|
5.1
|
Opinion of
Sidley Austin
LLP
|
|
|
12.1
|
Statement
Regarding Computation of Ratio of Earnings to Fixed Charges
|
|
|
23.1
|
Consent of
Sidley Austin
LLP
(included in
Exhibit 5.1)
|
|
|
23.2
|
Consent of
PricewaterhouseCoopers LLP, independent registered public accounting firm for
the Company
|
|
|
24.1
|
Powers of
Attorney
|
|
|
25.1
|
Statement of
Eligibility on Form T-1 of The Bank of New York Mellon, as Trustee under the
Trust Indenture Act of 1939
|
II-5
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