SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Colgate-Palmolive Company
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
194-162-103
CUSIP NUMBER
December 31, 1999
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 ("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>
CUSIP NO. 194-162-103
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LASALLE BANK N.A. (not in its individual or corporate capacity
but solely as trustee (the "Trustee") of the Colgate-Palmolive
Company Employee Stock Ownership Trust (the "Trust") (Tax
Identification No. 36-1521370)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
LaSalle Bank N.A. 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 46,959,868 (as of 12/31/99)
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 46,959,868 (as of 12/31/99)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,959,868 (as of 12/31/99)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN SHARES
Not applicable.
<PAGE>
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.52%
12. TYPE OF REPORTING PERSON
BK, EP
The filing of this Statement on Schedule 13G is made by LaSalle Bank N.A. as
trustee (the "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 the 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:
The name of the issuer is 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:
The person filing this Statement is the Trust and the Trustee.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The address of the Trust and its principal place of business is c/o
LaSalle Bank 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:
LaSalle Bank N.A. is a national banking association organized under the
laws of the United States.
Item 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Statement relates is the
Common Stock of the Issuer.
Item 2(d) CUSIP NUMBER:
The CUSIP number of the Common Shares is 194-162-103.
<PAGE>
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
(a) Amount Beneficially Owned: 46,959,868(1)
(b) Percent of Class: 7.52% (as of 12/31/99)
(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:
46,959,868(2)
(iii) sole power to dispose or direct the disposition of:
0
(iv) shared power to dispose or direct the disposition of:
46,959,868(2)
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(1) Includes 3,810,707 unallocated shares of Convertible Preferred Stock,
Series B which are convertible into Common Stock on a four-to-one basis.
Excludes 3,064,408 Shares of Common Stock which are allocated to accounts of
participants ("ESOP Participants") of the Colgate-Palmolive Employee Stock
Ownership Plan (the "ESOP") and 1,635,735 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. 43,571,536 unallocated shares of Common Stock (consisting of
3,810,707 shares of Convertible Preferred Stock, Series B which are convertible
into common stock on a four-to-one basis) are held by the Trustee in its
capacity as Trustee of the Trust. This statement includes 323,924 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.
<PAGE>
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 211,202 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.
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 the 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
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.
February 10, 2000
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Date
LASALLE BANK N.A. (not in its individual or
corporate capacity but solely as Trustee)
By: /s/ E. Vaughn Gordy
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E. Vaughn Gordy
Senior Vice President
ESOP Trustee Services
