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OMB EXP. 10-31-94
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Colgate-Palmolive Company
Common Stock
194-162-103
Check the following box if a fee is being paid with this statement /_/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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).
Page 1 of 5 pages
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CUSIP NO. 194-162-103 13G PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Colgate-Palmolive Employee Stock Ownership Trust by LASALLE NATIONAL
TRUST, N.A. (not in its individual or corporate capacity but solely as
trustee) (Tax Identification No. 36-3697893)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 Not Applicable (a) [_]
(b) [_]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OF ORGANIZATION
4
LaSalle National Trust, N.A. is a national banking association organized
under the laws of the United States.
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SOLE VOTING POWER
5
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 6
10,628,197 (as of 12/31/93)
OWNED BY
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EACH SOLE DISPOSITIVE POWER
7
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 8
10,628,197 (as of 12/31/93)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9
10,628,197 (as of 12/31/93)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10
Not Applicable
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
6.65%
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TYPE OF REPORTING PERSON*
12
BK, EP
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 5 Pages
The filing of this Statement on Schedule 13G is made by LaSalle National
Trust, N.A. as trustee ("Trustee") for the Colgate-Palmolive Employee Stock
Ownership Trust and Plan (the "Trust") voluntarily and does not constitute, and
should not be construed as, an admission that either the Trust or Trustee,
beneficially owns any securities covered by this Statement or is required to
file this Statement for the Trust and the Trustee. In this connection, the
Trust and the Trustee disclaim beneficial ownership of the securities covered by
this Statement.
Item 1(a). Name of Issuer:
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The name of the issuer is the Colgate-Palmolive Company (the
"Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
------------------------------------------------
The address of the principal executive offices of the Issuer is 300
Park Avenue, New York, New York 10022-7499.
Item 2(a). Name of Person Filing:
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The person filing this Statement is the Trust and the Trustee.
Item 2(b). Address of Principal Business Office:
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The address of the Trust and its principal place of business is c/o
LaSalle National Trust, N.A., 135 South LaSalle Street, Chicago,
Illinois 60603. The address of the Trustee is 135 South LaSalle
Street, Chicago, Illinois 60603.
Item 2(c). Citizenship or Place of Organization:
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LaSalle National Trust, N.A. is a national banking association
organized under the laws of the United States.
Item 2(d). Title of Class of Securities:
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The class of equity securities to which this Statement relates is
the Common Stock of the Issuer.
Item 2(e). CUSIP Number:
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The CUSIP number of the Common Shares is 194-162-103.
Item 3. The person filing 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
1972 ("ERISA") or Endowment Fund.
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Page 4 of 5 Pages
Item 4. Ownership:
(a) Amount Beneficially Owned: 10,628,197/1/
(b) Percent of Class: 6.65% (as of 12/31/93)
(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.... 10,628,197/2/
(iii) sole power to dispose or to direct the
disposition of......................................... 0
(iv) shared power to dispose or to direct the
disposition of................................ 10,628,197/2/
Item 5. Ownership of Five Percent or Less of a Class:
Not Applicable.
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 175 shares of Common Stock
disclosed under such Item 4(a).
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
Not Applicable.
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/1/ Includes 5,314,011 unallocated shares of Convertible Preferred Stock,
Series B which are convertible into Common Stock on a two-to-one
basis. Excludes 1,701,882 Shares of Common Stock which are allocated
to accounts of participants ("ESOP Participants") of the
Colgate-Palmolive Employee Stock Ownership Plan (the "ESOP") and
873,832 shares of Convertible Preferred Stock, Series B which are
allocated to accounts of 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 voting of
allocated shares of Common Stock and Convertible Preferred Stock,
Series B, the Trustee votes of 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 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. 10,628,197 unallocated shares of Common Stock (including
5,314,011 shares of Convertible Preferred Stock, Series B which are
convertible into Common Stock on a two to one basis) are held by the
Trustee in its capacity as Trustee of the Trust. This statement
includes 175 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
13(d) and 13(g) of the Act, the beneficial owner of any securities
covered by the statement.
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Page 5 of 5 Pages
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 in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing control of the Issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
Signature.
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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 10, 1994
LASALLE NATIONAL TRUST, N.A (not
in its individual or corporate
capacity but solely as trustee)
By: /s/ Melodie G. Schauer
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Melodie G. Schauer
Its: Corporate Trust Officer