<PAGE>
As filed with the Securities and Exchange Commission on March 30, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COLGATE-PALMOLIVE COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware No. 13-1815595
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification Number)
300 Park Avenue
New York, New York 10022
(212) 310-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Executive Offices)
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ANDREW D. HENDRY
Senior Vice President,
General Counsel and Secretary
Colgate-Palmolive Company
(212) 310-2000
(Name, Address, Including Zip Code, and Telephone Number,Including Area Code,
of Agent for Service)
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Approximate Date of Commencement Of Proposed Sale to the Public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed
Proposed Maximum
Title of each Class of Amount Maximum Aggregate Amount of
Securities to be to be Offering Price Offering Registration
Registered Registered Per Unit(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Debt Securities........ $800,000,000(2) 100% $800,000,000(2) $211,200
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) of the Securities Act.
(2) In United States dollars or the equivalent thereof in foreign or composite
currencies. Such amount shall be increased, if any Debt Securities are
issued at an original issue discount, to such higher principal amount as
may be sold for an initial public offering price of up to $800,000,000.
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
SUBJECT TO COMPLETION DATED MARCH 30, 2000
PROSPECTUS SUPPLEMENT
(To prospectus dated , 2000)
$800,000,000
Colgate-Palmolive Company [LOGO]
Medium-Term Notes, Series D
Due One Year or More from Date of Issue
The notes:
. We will offer notes from time to time and specify the terms and conditions of
each issue of notes in a pricing supplement.
. The notes will be senior unsecured debt securities of Colgate.
. The notes will have stated maturities of one year or more from the date they
are originally issued.
. We will pay amounts due on the notes in U.S. dollars or any other
consideration described in the applicable pricing supplement.
. The notes may bear interest at fixed or floating rates or may not bear any
interest. If the notes bear interest at a floating rate, the floating rate
may be based on one or more indices or formulas.
. We will specify in the applicable pricing supplement whether the notes can be
redeemed or repaid before their maturity and whether they are subject to
mandatory redemption, redemption at the option of Colgate or repayment at the
option of the holder of the notes.
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Investing in the notes involves certain risks. See "Risk Factors" on page S-3.
-------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement, the accompanying prospectus or any pricing
supplement is truthful or complete. Any representation to the contrary is a
criminal offense.
We may sell notes to the agents referred to below as principals for resale at
varying or fixed offering prices or through the agents as agents using their
reasonable efforts on our behalf. We may also sell notes without the assistance
of the agents, whether acting as principal or as agent.
If we sell other securities referred to in the accompanying prospectus, the
amount of notes that we may offer and sell under this prospectus supplement may
be reduced.
-------------------------------------------
Chase Securities Inc.
Goldman, Sachs & Co.
Lazard Freres & Co. LLC
Merrill Lynch & Co.
J.P. Morgan & Co.
Salomon Smith Barney
-------------------------------------------
The date of this prospectus supplement is , 2000.
The information in this prospectus supplement and the attached prospectus is
not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus supplement and the attached prospectus are not an
offer to sell these securities and they are not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
<PAGE>
TABLE OF CONTENTS
Prospectus Supplement
<TABLE>
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Page
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<S> <C>
Risk Factors............................................................... S-3
Description of the Notes................................................... S-5
Special Provisions Relating to Foreign Currency Notes...................... S-25
United States Federal Income Taxation...................................... S-27
Plan of Distribution....................................................... S-34
Validity of the Notes...................................................... S-35
Prospectus
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Page
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<S> <C>
About This Prospectus...................................................... 2
Colgate-Palmolive Company.................................................. 2
Use of Proceeds............................................................ 2
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 3
Plan of Distribution....................................................... 9
Where You Can Find More Information........................................ 10
Incorporation of Information We File With the SEC.......................... 11
Experts.................................................................... 11
</TABLE>
You should rely only on the information contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus and any
pricing supplement. Neither we nor any agent acting on our behalf has
authorized any other person to provide you with different or additional
information. If anyone provides you with different or additional information,
you should not rely on it. Neither we nor any agent 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 contained or
incorporated by reference in this prospectus supplement, the accompanying
prospectus and any pricing supplement is accurate only as of the date on the
front cover of the applicable pricing supplement.
References in this prospectus supplement to "Colgate," "we," "us" and "our"
are to Colgate-Palmolive Company.
References in this prospectus supplement to "agent" or "agents" are to any
or all, respectively, of Chase Securities Inc., Goldman, Sachs & Co., Lazard
Freres & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc., Salomon Smith Barney Inc. or any other agent appointed
by us.
S-2
<PAGE>
RISK FACTORS
Your investment in the notes is subject to certain risks, especially if the
notes involve in some way a foreign currency. This prospectus supplement does
not describe all of the risks of an investment in the notes, whether arising
because the notes are denominated in a currency other than U.S. dollars or
because the return on the notes is linked to one or more interest rate or
currency indices or formulas. You should consult your own financial and legal
advisors about the risks entailed by an investment in the notes and the
suitability of your investment in the notes in light of your particular
circumstances. The notes are not an appropriate investment for you if you are
unsophisticated with respect to transactions involving an index or formula used
to determine amounts payable or transactions in which foreign currencies are
involved. Before investing in the notes, you should consider carefully, among
other factors, the matters described below.
Structure Risks of Notes Indexed to Interest Rate, Currency or Other Indices or
Formulas
If you invest in notes indexed to one or more interest rate, currency or
other indices or formulas, there will be significant risks not associated with
a conventional fixed rate or floating rate debt security. Indexation of the
interest rate of a note may result in lower (or no) interest compared to a
conventional fixed rate debt security issued at the same time. Indexation of
the principal of a note may result in the payment of a lower amount of
principal compared to the original purchase price of the note. The value of an
index can fluctuate based on a number of interrelated factors, including
economic, financial and political events over which we have no control.
Additionally, if the formula that we specify to determine the amount of
principal, and/or interest payable with respect to indexed notes contains a
multiplier or leverage factor, that feature will magnify the effect of any
change in the index. You should not view the historical experience of an index
as an indication of its future performance.
Redemption May Adversely Affect Your Return on the Notes
If your notes are redeemable at our option or are otherwise subject to
mandatory redemption, we may, in the case of optional redemption, or must, in
the case of mandatory redemption, choose to redeem your notes at times when
prevailing interest rates may be relatively low. Accordingly, you generally
will not be able to reinvest the redemption proceeds in a comparable security
at an effective interest rate as high as that of the notes.
There May Be an Uncertain Trading Market for Your Notes; Many Factors Affect
the Trading Value of Your Notes
We cannot assure you a trading market for your notes will ever develop or be
maintained. Many factors independent of our creditworthiness may affect the
trading market of your notes. These factors include:
. the complexity and volatility of the index or formula applicable to the
notes,
. the method of calculating the principal, premium and interest in respect
of the notes,
. the time remaining to the maturity of the notes,
. the outstanding amount of the notes,
. the redemption features of the notes,
. the amount of other securities linked to the index or formula applicable
to the notes, and
. the level, direction and volatility of market interest rates generally.
In addition, because some notes were designed for specific investment
objectives or strategies, these notes will have a more limited trading market
and experience more price volatility. There may be a limited number of buyers
for these notes. This may affect the price you receive for these notes or your
ability to sell these notes at all. You should not purchase notes unless you
understand and know you can bear the related investment risks.
S-3
<PAGE>
Our Credit Ratings May Not Reflect All Risks of an Investment in the Notes
Our credit ratings are an assessment of our ability to pay our obligations.
Consequently, real or anticipated changes in our credit ratings will generally
affect the market value of your notes. Our credit ratings, however, may not
reflect the potential impact of risks related to structure, market or other
factors discussed above on the value of your notes.
Exchange Rates and Exchange Controls May Affect the Value of Foreign Currency
Notes
If you invest in foreign currency notes or currency indexed notes, your
investment will be subject to significant risks not associated with investments
in debt securities denominated in U.S. dollars or U.S. dollar-based indexes.
These risks include the possibility of significant changes in the rate of
exchange between the U.S. dollar and your payment currency and the possibility
of the imposition or modification of foreign exchange controls by either the
United States or the applicable foreign governments. We have no control over
the factors that generally affect these risks, such as economic, financial and
political events and the supply and demand for the applicable currencies. In
recent years, rates of exchange between the U.S. dollar and certain foreign
currencies have been volatile and that volatility may continue in the future.
Past fluctuations in any particular exchange rate are not necessarily
indicative, however, of fluctuations that may occur in the future. Fluctuations
in exchange rates against the U.S. dollar could result in a decrease in the
U.S. dollar-equivalent yield of your foreign currency notes or currency indexed
notes, in the U.S. dollar-equivalent value of the principal or any premium
payable at maturity of your notes and, generally, in the U.S. dollar-equivalent
market value of your notes. We may further describe the currency risks with
respect to your foreign currency notes or currency indexed notes in the
applicable pricing supplement.
Foreign exchange rates can either float or be fixed by sovereign
governments. Governments, however, often do not voluntarily allow their
currencies to float freely in response to economic forces. Instead, governments
use a variety of techniques, such as intervention by that country's central
bank, or the imposition of regulatory controls or taxes, to affect the exchange
rate of their currencies. Governments may also issue a new currency to replace
an existing currency or alter the exchange rate or relative exchange
characteristics by the devaluation or revaluation of a currency. Thus, an
important risk in purchasing foreign currency notes or currency indexed notes
for U.S. dollar-based investors is that their U.S. dollar-equivalent yields
could be affected by governmental actions that could change or interfere with
currency valuation that was previously freely determined, fluctuations in
response to other market forces and the movement of currencies across borders.
We will make no adjustment or change in the terms of the foreign currency notes
or currency indexed notes if exchange rates become fixed, or if any devaluation
or revaluation or imposition of exchange or other regulatory controls or taxes
occur, or if other developments affecting the U.S. dollar or any applicable
currency occur.
The paying agent will make all calculations relating to foreign currency
notes or currency indexed notes. The determinations made by the paying agent
will, in the absence of clear error, be binding on holders of the notes.
On January 1, 1999, Austria, Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, The Netherlands, Portugal and Spain (the "Participating
States") commenced a new stage of economic and monetary union and introduced a
single currency (the "euro"), which is legal tender in the Participating States
in substitution for the national currencies of those countries. Bills and coins
denominated in euro will be circulated for the first time on January 1, 2002,
and for a three-year transitional period, until December 31, 2001, the current
currencies of the Participating States remain legal tender in those countries
as a subdivision of the euro. The conversion rate between the current
currencies of each Participating State and the euro have been fixed irrevocably
by the Council of European Union on January 1, 1999. The Council of European
Union has adopted regulations providing specific rules for the introduction of
the euro.
For notes with a specified currency other than U.S. dollars we will include
in the applicable pricing supplement information concerning historical exchange
rates for that currency against the U.S. dollar and a brief description of any
relevant exchange controls.
S-4
<PAGE>
Exchange Rates May Affect the Value of a Judgement of a U.S. Court Involving
Foreign Currency Notes
The indenture and the notes, including foreign currency notes, except to the
extent that we specify otherwise in a pricing supplement, will be governed by,
and construed in accordance with, the laws of the State of New York. As a
holder of notes, you may bring an action based upon an obligation payable in a
currency other than U.S. dollars in courts in the United States. However,
courts in the United States have not customarily rendered judgments for money
damages denominated in any currency other than U.S. dollars. In addition, it is
not clear whether in granting such a judgment, the rate of conversion would be
determined with reference to the date of default, the date judgment is rendered
or any other date. The Judiciary Law of the State of New York provides,
however, that an action based upon an obligation payable in a currency other
than U.S. dollars will be rendered in the foreign currency of the underlying
obligation and converted into U.S. dollars at a rate of exchange prevailing on
the date the judgment or decree is entered. In these cases, holders of foreign
currency notes would bear the risk of exchange rate fluctuations between the
time the dollar amount of the judgment is calculated and the time U.S. dollars
were paid to the holders.
DESCRIPTION OF THE NOTES
The notes will be issued as a new series of debt securities under a senior
indenture, dated as of September 15, 1992 (the "indenture"), between Colgate
and The Bank of New York, as trustee. The term "senior debt securities," as
used in this prospectus supplement, refers to all securities issued and
issuable from time to time under the indenture and includes the notes. The
senior debt securities and the indenture are more fully described in the
accompanying prospectus. The following summary of the material provisions of
the notes and of the indenture is not complete and is qualified in its entirety
by reference to the indenture, a copy of which has been filed as an exhibit to
the registration statement of which this prospectus supplement and the
accompanying prospectus are a part.
The following description of notes will apply unless otherwise specified in an
applicable pricing supplement.
Terms of the Notes
All senior debt securities, including the notes, issued and to be issued
under the indenture will be unsecured general obligations of Colgate and will
rank equally with all our other unsecured and unsubordinated indebtedness of
Colgate from time to time outstanding.
The indenture does not limit the aggregate principal amount of senior debt
securities which we may issue. We may issue our senior debt securities from
time to time as a single series or in two or more separate series up to the
aggregate principal amount from time to time as we may authorize for each
series. We may, from time to time, without the consent of the holders of the
notes, provide for the issuance of notes or other senior debt securities under
the indenture in addition to the $800,000,000 aggregate principal amount of
notes offered by this prospectus supplement. As of December 31, 1999, we had
$1.16 billion aggregate principal amount of senior debt securities issued and
outstanding.
The notes will be offered on a continuing basis and will mature on a day one
year or more from the date of issue, as selected by the purchaser and agreed to
by us. Interest-bearing notes will bear interest at either fixed or floating
rates as specified in the applicable pricing supplement. Some notes may not
bear interest. Notes may be issued at significant discounts from their
principal amount payable at maturity, which will be either the stated maturity
date or any date before the stated maturity date on which the principal or an
installment of principal of a note becomes due and payable, whether by the
declaration of acceleration, call for redemption at our option, repayment at
the option of the holder or otherwise. The stated maturity date or such prior
date, as the case may be, is referred to as the "Maturity Date" with respect to
the principal, and premium, if any, repayable on that date. For further
information regarding such discount notes, see "--Original Issue Discount
Notes" and "United States Federal Income Taxation--U.S. Holders-Original Issue
Discount".
S-5
<PAGE>
Unless otherwise indicated in a note and in the applicable pricing
supplement, the notes will be denominated in United States dollars and we will
make payments of principal of, and premium, if any, and interest on, the notes
in United States dollars. For further information regarding foreign currency
notes, see "Risk Factors" and "Special Provisions Relating to Foreign Currency
Notes".
Each note will be issued in fully registered book-entry form or certificated
form, without coupons, in denominations of $1,000 and integral multiples of
$1,000, unless otherwise specified in the applicable pricing supplement. Notes
in book-entry form may be transferred or exchanged only through a participating
member of The Depository Trust Company, also known as DTC, or any other
depository as is identified in an applicable pricing supplement. See "--Book-
Entry Notes". Registration of transfer of notes in certificated form will be
made at the corporate trust office of the trustee. There will be no service
charge for any registration of transfer or exchange of notes, but we may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection with any transfer or exchange, other than
exchanges pursuant to the indenture not involving any transfer.
The pricing supplement relating to a note will describe the following terms:
. whether the note will bear interest at a fixed rate or at a floating
rate, or will not bear any interest;
. the price (expressed as a percentage of the aggregate principal amount)
at which the note will be issued;
. the date on which the note will be issued;
. the date on which the note will mature;
. if the note is a fixed rate note, the rate per annum at which the note
will bear interest and the interest payment dates;
. if the note is a floating rate note, the terms relating to the
determination and payment of the variable interest rate and the interest
payment dates;
. if the note may be redeemed at our option, or repaid at the option of
the holder, prior to the stated maturity, a description of the
provisions relating to the redemption or repayment;
. any sinking fund or other mandatory redemption provisions applicable to
the note;
. if the note will be issued as a certificated note, a statement to that
effect;
. any other terms of the note not inconsistent with the provisions of the
indenture;
. the identity of any additional agent through or to whom the note is
being sold; and
. the amount of discounts or commissions to be paid to an agent if
different from those specifically set forth in the distribution
agreement which is filed as an exhibit to the registration statement of
which this prospectus supplement and the accompanying prospectus are a
part.
The interest rates we offer with respect to the notes may differ depending
upon, among other things, the aggregate principal amount of notes purchased in
any single transaction. We may change interest rates or formulas and other
terms of the notes from time to time, but no change will affect any note
already issued or as to which we have accepted an offer to purchase. We may
offer notes with similar variable terms other than interest rates concurrently
at any time. We may also concurrently offer notes having different variable
terms to different investors.
Payment of Principal, Premium and Interest
We will make payments of principal of, and premium and interest, if any, on
notes in book-entry form through the trustee to the depository or its nominee.
See "--Book-Entry Notes".
In the case of notes in certificated form, we will make payment of principal
and premium, if any, at the maturity of each note in immediately available
funds upon presentation and surrender of the note and, in the case of any
repayment on an optional repayment date, upon submission of a duly completed
election form if
S-6
<PAGE>
and as required by the provisions described below, at the corporate trust
office of the trustee in the Borough of Manhattan, The City of New York, or at
any other place as we may designate. Payment of interest, if any, due at
maturity will be made to the person to whom payment of the principal and
premium, if any, of the note in certificated form will be made. Payment of
interest, if any, due on notes in certificated form other than at maturity will
be made at the corporate trust office of the trustee or, at our option by check
mailed to the address of the person entitled to receive payment as the address
shall appear in the security register. Notwithstanding the immediately
preceding sentence, a holder of $10,000,000 or more in aggregate principal
amount of notes in certificated form, whether having identical or different
terms and provisions, having the same interest payment dates will, at our
option, be entitled to receive interest payments, other than at maturity, if
any, by wire transfer of immediately available funds if appropriate wire
transfer instructions have been received in writing by the trustee not less
than 15 days prior to the applicable interest payment date. Any wire
instructions received by the trustee shall remain in effect until revoked by
the holder.
Redemption at the Option of Colgate
Unless otherwise provided in the applicable pricing supplement, the notes
will not be subject to any sinking fund. We may redeem the notes at our option
prior to their stated maturity only if an initial redemption date is specified
in the applicable notes and in the applicable pricing supplement. If so
indicated in the applicable pricing supplement, on and after the initial
redemption date, we may redeem the related note at any time in whole or from
time to time in part at our option at the applicable redemption price referred
to below together with interest on the principal of the applicable note payable
to the redemption date. Unless otherwise specified in the applicable pricing
supplement, we must provide notice of a redemption not more than 60 nor less
than 30 days before the redemption date. We will redeem the notes in increments
of $1,000, provided that any remaining principal amount will be an authorized
denomination of the applicable note. Unless otherwise specified in the
applicable pricing supplement, the redemption price with respect to a note will
initially mean a percentage (i.e. the initial redemption percentage), of the
principal amount of the note to be redeemed specified in the applicable pricing
supplement and shall decline at each anniversary of the initial redemption date
by a percentage specified in the applicable pricing supplement (i.e. the annual
redemption percentage reduction) of the principal amount to be redeemed until
the redemption price is 100% of the principal amount.
Repayment at the Option of the Holder
If so indicated in the applicable pricing supplement, we will repay the
notes in whole or in part at the option of the holders of the notes on any
optional repayment date specified in the applicable pricing supplement. If no
optional repayment date is indicated with respect to a note, it will not be
repayable at the option of the holder before its stated maturity date. Any
repayment in part will be in an amount equal to $1,000 or integral multiples of
$1,000, provided that any remaining principal amount will be an authorized
denomination of the applicable note. The repurchase price for any note so
repurchased will be 100% of the principal amount to be repaid, together with
any unpaid interest on the principal of the applicable note payable to the date
of repayment. For any note to be repaid, the trustee must receive, at its
office maintained for such purpose in the Borough of Manhattan, The City of New
York, currently the corporate trust office of the trustee, not more than 60 nor
less than 30 days before the optional repayment date:
. in the case of a note in certificated form, the note and the form
entitled "Option to Elect Repayment" duly completed, or
. in the case of a note in book-entry form, instructions to that effect
from the applicable beneficial owner of the global security representing
the notes to the depository and forwarded by the depository.
Any notice of election from a holder to exercise the repayment option must
be received by the trustee by 5:00 p.m., New York City time, on the last day
for giving such notice. Exercise of the repayment option by the holder of a
note will be irrevocable.
Only the depository may exercise the repayment option in respect of global
securities representing notes in book-entry form. Accordingly, beneficial
owners that desire to have all or any portion of their notes in book-
S-7
<PAGE>
entry form represented by global securities repaid must instruct the
participant through which they own their interest to direct the depository to
exercise the repayment option on their behalf by forwarding the repayment
instructions to the trustee as discussed above. In order to ensure that the
instructions are received by the trustee on a particular day, the applicable
beneficial owner must so instruct the participant through which it owns its
interest before that participant's deadline for accepting instructions for that
day. Different firms may have different deadlines for accepting instructions
from their customers. Accordingly, beneficial owners of notes in book-entry
form should consult the participants through which they own their interest for
the respective deadlines. All instructions given to participants from
beneficial owners of notes in book-entry form relating to the option to elect
repayment will be irrevocable. In addition, at the time instructions are given,
each beneficial owner will cause the participant through which it owns its
interest to transfer its interest in the global security or securities
representing the related notes in book-entry form, on the depository's records,
to the trustee. See "--Book-Entry Notes".
If applicable, we will comply with the requirements of Section 14(e) of the
Securities Exchange Act of 1934 and the rules promulgated thereunder and any
other securities laws or regulations in connection with any repayment at the
option of the holder.
We may at any time purchase notes at any price or prices in the open market
or otherwise. Notes that we purchase may, at our discretion, be held, resold or
surrendered to the trustee for cancellation.
Interest and Interest Rates
Unless otherwise specified in an applicable pricing supplement, each
interest-bearing note will bear interest from the date of issue at the rate per
annum or, in the case of a floating rate note, pursuant to the interest rate
formula, stated in the applicable note and in the applicable pricing supplement
until the principal of the note is paid or made available for payment. Interest
payments on fixed rate notes and floating rate notes will equal the amount of
interest accrued from and including the immediately preceding interest payment
date in respect of which interest has been paid or made available for payment
or from and including the date of issue, if no interest has been paid or made
available for payment with respect to the note, to, but excluding, the related
interest payment date or Maturity Date, as the case may be.
We will pay interest in arrears on each interest payment date specified in
the applicable pricing supplement on which an installment of interest is due
and payable and on the Maturity Date. We will pay interest to the persons in
whose names the notes are registered as of the regular record date. However,
interest that we pay on the Maturity Date, if any, will be payable to the
persons to whom the principal will be payable. If any note is originally issued
between a regular record date and the related interest payment date, we will
make the first payment of interest on that note on the interest payment date
immediately following the next succeeding regular record date to the registered
holder on that next succeeding regular record date. The regular record date
will be the fifteenth calendar day, whether or not a Business Day, immediately
preceding the related interest payment date.
"Business Day" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New
York; provided, however, that, with respect to non-United States dollar-
denominated notes, the day is also not a day on which commercial banks are
authorized or required by law, regulation or executive order to close in the
Principal Financial Center, as defined below, of the country issuing the
specified currency or, if the specified currency is euro, the day is also a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open; provided, further, that, with respect to
floating rate notes as to which LIBOR is an applicable Interest Rate Basis, the
day is also a London Banking Day and that, with respect to floating rate notes
as to which EURIBOR is an applicable Interest Rate Basis, the day is also a day
on which the TARGET System is open.
"London Banking Day" means a day on which commercial banks are open for
business, including dealings in the Designated LIBOR Currency, as defined below
under "--Interest--Floating Rate Notes--LIBOR", in London.
S-8
<PAGE>
"Principal Financial Center" means, unless otherwise specified in the
applicable pricing supplement,
(1) the capital city of the country issuing the specified currency, or
(2) the capital city of the country to which the Designated LIBOR Currency
relates,
except, in each case, that with respect to United States dollars, Australian
dollars, Canadian dollars, Deutsche marks, Dutch guilders, Italian lire,
Portuguese escudos, South African rand and Swiss francs, the "Principal
Financial Center" will be The City of New York, Sydney and (solely in the case
of the specified currency) Melbourne, Toronto, Frankfurt, Amsterdam, Milan,
London (solely in the case of the Designated LIBOR Currency), Johannesburg and
Zurich, respectively.
Fixed Rate Notes
Unless otherwise specified in the applicable pricing supplement, interest on
fixed rate notes will be computed on the basis of a 360-day year of twelve 30-
day months, and will be payable semiannually on June 1 and December 1 of each
year and on the Maturity Date.
If any interest payment date or the Maturity Date of a fixed rate note falls
on a day that is not a Business Day, the related payment of principal, premium,
if any, or interest will be made on the next succeeding Business Day as if made
on the date the applicable payment was due, and no interest will accrue on the
amount payable for the period from and after the interest payment date or
Maturity Date, as the case may be, to the date of such payment on the next
succeeding Business Day.
Floating Rate Notes
Interest on floating rate notes will be determined by reference to the
applicable Interest Rate Basis or Interest Rate Bases, which may be one or more
of the following:
. the CD Rate,
. the CMT Rate,
. the Commercial Paper Rate,
. the Eleventh District Cost of Funds Rate,
. the Federal Funds Rate,
. LIBOR,
. EURIBOR,
. the Prime Rate,
. the Treasury Rate or
. any other Interest Rate Basis or interest rate formula that is specified
in the applicable pricing supplement.
Terms. Each applicable pricing supplement will specify the terms of the
floating rate note being delivered, including the following:
. whether the floating rate note is
. a "Regular Floating Rate Note",
. a "Floating Rate/Fixed Rate Note", or
. an "Inverse Floating Rate Note",
. the Interest Rate Basis or Bases,
. the Initial Interest Rate,
. the Interest Reset Dates,
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. the interest payment dates,
. the period to maturity of the instrument or obligation with respect to
which the Interest Rate Basis or Bases will be calculated (the "Index
Maturity"),
. the Maximum Interest Rate and Minimum Interest Rate, if any,
. the number of basis points to be added to or subtracted from the related
Interest Rate Basis or Bases (the "Spread"),
. the percentage of the related Interest Rate Basis or Bases by which the
Interest Rate Basis or Bases will be multiplied to determine the
applicable interest rate (the "Spread Multiplier"),
. if one or more of the specified Interest Rate Bases is LIBOR, the
Designated LIBOR Currency and the Designated LIBOR Page, and
. if one or more of the specified Interest Rate Bases is the CMT Rate, the
CMT Telerate Page and the weekly average or the monthly average.
The interest rate borne by the floating rate notes will be determined as
follows:
Regular Floating Rate Notes. Unless a floating rate note is designated as a
Floating Rate/Fixed Rate Note, an Inverse Floating Rate Note or as having an
Addendum attached or as having "other provisions" apply relating to a different
interest rate formula, it will be a "Regular Floating Rate Note" and, except as
described below or in an applicable pricing supplement, will bear interest at
the rate determined by reference to the applicable Interest Rate Basis or
Bases:
. plus or minus the applicable Spread, if any, and/or
. multiplied by the applicable Spread Multiplier, if any.
Commencing on the first Interest Reset Date, as defined below, the rate at
which interest on the Regular Floating Rate Note will be payable will be reset
as of each Interest Reset Date; provided, however, that the interest rate in
effect for the period from the date of issue to the first Interest Reset Date
will be the Initial Interest Rate.
Floating Rate/Fixed Rate Notes. If a floating rate note is designated as a
"Floating Rate/Fixed Rate Note", it will bear interest at the rate determined
by reference to the applicable Interest Rate Basis or Bases:
. plus or minus the applicable Spread, if any, and/or
. multiplied by the applicable Spread Multiplier, if any.
Commencing on the first Interest Reset Date, the rate at which interest on the
applicable Floating Rate/Fixed Rate Note will be payable will be reset as of
each Interest Reset Date; provided, however, that:
. the interest rate in effect for the period from the date of issue to the
first Interest Reset Date will be the Initial Interest Rate, and
. the interest rate in effect commencing on, and including, the date on
which interest begins to accrue on a fixed rate basis to maturity will
be the Fixed Interest Rate specified in the applicable pricing
supplement, or if no Fixed Interest Rate is specified, the interest rate
in effect on the Floating Rate/Fixed Rate Note on the day immediately
preceding the date on which interest begins to accrue on a fixed rate
basis.
Inverse Floating Rate Notes. If a floating rate note is designated as an
"Inverse Floating Rate Note", except as described below, it will bear interest
equal to the Fixed Interest Rate specified in the related pricing supplement
minus the rate determined by reference to the applicable Interest Rate Basis or
Bases:
. plus or minus the applicable Spread, if any, and/or
. multiplied by the applicable Spread Multiplier, if any;
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provided, however, that the interest rate on the applicable Inverse Floating
Rate Note will not be less than zero percent. Commencing on the first Interest
Reset Date, the rate at which interest on the applicable Inverse Floating Rate
Note is payable will be reset as of each Interest Reset Date; provided,
however, that the interest rate in effect for the period from the date of issue
to the first Interest Reset Date will be the Initial Interest Rate.
Each Interest Rate Basis shall be the rate determined in accordance with the
applicable provisions below. Except as set forth above or in the applicable
pricing supplement, the interest rate in effect on each day will be:
. if the day is an Interest Reset Date, the interest rate determined as of
the Interest Determination Date (as defined below) immediately preceding
the applicable Interest Reset Date or
. if the day is not an Interest Reset Date, the interest rate determined
as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date; provided, however, that the interest rate in
effect for the period from the date of issue to the first Interest Reset
Date will be the Initial Interest Rate specified in the applicable
pricing supplement.
Interest Reset Dates. The applicable pricing supplement will specify the
dates on which the interest rate on the related floating rate note will be
reset (each, an "Interest Reset Date"). Unless otherwise specified in the
applicable pricing supplement, the Interest Reset Dates will be, in the case of
floating rate notes which reset:
. daily--each Business Day;
. weekly--the Wednesday of each week, with the exception of weekly reset
floating rate notes as to which the Treasury Rate is an applicable
Interest Rate Basis, which will reset the Tuesday of each week, except
as described below;
. monthly--the third Wednesday of each month, with the exception of
monthly reset floating rate notes as to which the Eleventh District Cost
of Funds Rate is an applicable Interest Rate Basis, which will reset on
the first calendar day of the month;
. quarterly--the third Wednesday of March, June, September and December of
each year;
. semiannually--the third Wednesday of the two months specified in the
applicable pricing supplement; and
. annually--the third Wednesday of the month specified in the applicable
pricing supplement;
provided, however, that with respect to Floating Rate/Fixed Rate Notes, the
rate of interest will not reset after the applicable date on which interest on
a fixed rate basis begins to accrue.
If any Interest Reset Date for any floating rate note would otherwise be a
day that is not a Business Day, the applicable Interest Reset Date will be
postponed to the next succeeding day that is a Business Day, except that in the
case of a floating rate note as to which LIBOR or EURIBOR is an applicable
Interest Rate Basis, if the Business Day falls in the next succeeding calendar
month, then the Interest Reset Date will be the immediately preceding Business
Day. In addition, in the case of a floating rate note for which the Treasury
Rate is an applicable Interest Rate Basis, if the Interest Determination Date
would otherwise fall on an Interest Reset Date, then the applicable Interest
Reset Date will be postponed to the next succeeding Business Day.
Maximum and Minimum Interest Rates. A floating rate note may also have
either or both of the following:
. a maximum numerical limitation, or ceiling, on the rate at which
interest may accrue during any interest period (a "Maximum Interest
Rate"), and
. a minimum numerical limitation, or floor, on the rate at which interest
may accrue during any period (a "Minimum Interest Rate").
The indenture is, and any notes issued under the indenture will be, governed
by and construed in accordance with the laws of the State of New York. Under
present New York law, the maximum rate of interest
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is 25% per annum on a simple interest basis. This limit may not apply to
securities in which $2,500,000 or more has been invested. While we believe that
New York law would be given effect by a state or federal court sitting outside
of New York, state laws frequently regulate the amount of interest that may be
charged to and paid by a borrower, including, in some cases, corporate
borrowers. We suggest that prospective investors consult their personal
advisors with respect to the applicability of these laws. We have agreed for
the benefit of the beneficial owners of the notes, to the extent permitted by
law, not to claim voluntarily the benefits of any laws concerning usurious
rates or interest against a beneficial owner of the notes.
Interest Payments. Each applicable pricing supplement will specify the dates
on which interest will be payable. Each floating rate note will bear interest
from the date of issue at the rates specified in the applicable floating rate
note until the principal of the applicable note is paid or otherwise made
available for payment. Except as provided below or in the applicable pricing
supplement, the interest payment dates with respect to floating rate notes will
be, in the case of floating rate notes which reset:
. daily, weekly or monthly--the third Wednesday of each month or on the
third Wednesday of March, June, September and December of each year, as
specified in the applicable pricing supplement;
. quarterly--the third Wednesday of March, June, September and December of
each year;
. semiannually--the third Wednesday of the two months of each year
specified in the applicable pricing supplement;
. annually--the third Wednesday of the month of each year specified in the
applicable pricing supplement; and
. the Maturity Date.
If any interest payment date for any floating rate note, other than an
interest payment date on the Maturity Date, would otherwise be a day that is
not a Business Day, the interest payment date will be postponed to the next
succeeding day that is a Business Day except that in the case of a floating
rate note as to which LIBOR or EURIBOR is an applicable Interest Rate Basis, if
the Business Day falls in the next succeeding calendar month, the applicable
interest payment date will be the immediately preceding Business Day. If the
Maturity Date of a floating rate note falls on a day that is not a Business
Day, the payment of principal, premium, if any, and interest will be made on
the next succeeding Business Day, and no interest on such payment will accrue
for the period from and after the Maturity Date to the date of that payment on
the next succeeding Business Day.
All percentages resulting from any calculation on floating rate notes will
be rounded to the nearest one hundred thousandth of a percentage point, with
five one millionths of a percentage point rounded upwards. For example,
9.876545%, or .09876545, would be rounded to 9.87655%, or .0987655. All dollar
amounts used in or resulting from any calculation on floating rate notes will
be rounded to the nearest cent with one half cent being rounded upward.
With respect to each floating rate note, accrued interest is calculated by
multiplying its principal amount by an accrued interest factor. Unless
otherwise specified in the applicable pricing supplement, the accrued interest
factor is computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated.
. In the case of notes for which the Interest Rate Basis is the CD Rate,
the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate, the interest
factor for each day will be computed by dividing the interest rate
applicable to each day by 360.
. In the case of notes for which the Interest Rate Basis is the CMT Rate
or the Treasury Rate, the interest factor for each day will be computed
by dividing the interest rate applicable to each day by the actual
number of days in the year.
. The interest factor for floating rate notes for which the interest rate
is calculated with reference to two or more Interest Rate Bases will be
calculated in each period in the same manner as if only one of the
applicable Interest Rate Bases applied.
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Interest Determination Dates. The interest rate applicable to each interest
reset period commencing on the related Interest Reset Date will be the rate
determined as of the applicable "Interest Determination Date" and calculated on
or prior to the calculation date, as defined below.
. The Interest Determination Date with respect to the CD Rate, the CMT
Rate, the Commercial Paper Rate and EURIBOR will be the second Business
Day preceding each Interest Reset Date for the related note.
. The Interest Determination Date with respect to the Federal Funds Rate
and the Prime Rate will be the first Business Day preceding each
Interest Reset Date for the related note.
. The Interest Determination Date with respect to LIBOR will be the second
London Banking Day preceding each Interest Reset Date.
. The Interest Determination Date with respect to the Eleventh District
Cost of Funds Rate will be the last working day of the month immediately
preceding each Interest Reset Date on which the Federal Home Loan Bank
of San Francisco publishes the Index, as defined below under "--Eleventh
District Cost of Funds Rate".
. The Interest Determination Date with respect to the Treasury Rate will
be the day in the week in which the related Interest Reset Date falls on
which day Treasury Bills, as defined below under "--Treasury Rate", are
normally auctioned. Treasury Bills are normally sold at auction on
Monday of each week, unless that Monday is a legal holiday, in which
case the auction is normally held on the immediately following Tuesday,
except that the auction may be held on the preceding Friday; provided,
however, that if an auction is held on the Friday of the week preceding
the related Interest Reset Date, the related Interest Determination Date
will be such preceding Friday; and provided, further, that if an auction
falls on any Interest Reset Date, then the related Interest Reset Date
will instead be the first Business Day following the auction.
. The Interest Determination Date pertaining to a floating rate note the
interest rate of which is determined with reference to two or more
Interest Rate Bases will be the most recent Business Day which is at
least two Business Days before the applicable Interest Reset Date for
the applicable floating rate note on which each Interest Reset Basis is
determinable. Each Interest Rate Basis will be determined on the
Interest Determination Date, and the applicable interest rate will take
effect on the related Interest Reset Date.
Calculation Date. Unless otherwise provided in the applicable pricing
supplement, The Bank of New York will be the calculation agent. Upon the
request of the holder of any floating rate note, the calculation agent will
provide the interest rate then in effect and, if determined, the interest rate
that will become effective as a result of a determination made for the next
succeeding Interest Reset Date with respect to that floating rate note. Unless
otherwise specified in the applicable pricing supplement, the calculation date,
if applicable, pertaining to any Interest Determination Date will be the
earlier of:
. the tenth calendar day after the applicable Interest Determination Date,
or, if the tenth calendar day is not a Business Day, the next succeeding
Business Day or
. the Business Day preceding the applicable Interest Payment Date or the
Maturity Date, as the case may be.
CD Rate. CD Rate Notes will bear interest at the rates, calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any,
specified in the applicable CD Rate Notes and in any applicable pricing
supplement.
"CD Rate" means:
(1) the rate on the applicable Interest Determination Date for negotiable
United States dollar certificates of deposit having the Index Maturity
specified in the applicable pricing supplement published in H.15(519)
under the heading "CDs (secondary market)", or
(2) if the rate referred to in clause (1) above is not so published by 3:00
P.M., New York City time, on the related calculation date, the rate on
the applicable Interest Determination Date for negotiable
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United States dollar certificates of deposit of the Index Maturity
specified in the applicable pricing supplement as published in H.15
Daily Update, or other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "CDs (secondary
market)", or
(3) if the rate referred to in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the rate on the
applicable Interest Determination Date calculated by the calculation
agent as the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on the applicable Interest
Determination Date, of three leading non-bank dealers in negotiable
United States dollar certificates of deposit in The City of New York
(which may include an agent or its affiliates) selected by the
calculation agent for negotiable United States dollar certificates of
deposit of major United States money market banks for negotiable
certificates of deposit with a remaining maturity closest to the Index
Maturity specified in the applicable pricing supplement in an amount
that is representative for a single transaction in that market at that
time, or
(4) if the dealers selected by the calculation agent are not quoting as
mentioned in clause (3) above, the CD Rate in effect on the applicable
Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as H.15(519),
or any successor publication, published by the Board of Governors of the
Federal Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve
System at http://www.bog.frb.fed.us/releases/h15/update, or any successor site
or publication.
CMT Rate. CMT Rate Notes will bear interest at the rates, calculated with
reference to the CMT Rate and the Spread and/or Spread Multiplier, if any,
specified in the applicable CMT Rate Notes and in any applicable pricing
supplement.
"CMT Rate" means:
(1) if CMT Telerate Page 7051 is specified in the applicable pricing
supplement:
(a) the percentage equal to the yield for United States Treasury
securities at "constant maturity" having the Index Maturity
specified in the applicable pricing supplement as published in
H.15(519) under the caption "Treasury Constant Maturities", as the
yield is displayed on Bridge Telerate, Inc., (or any successor
service), on page 7051 or any other page as may replace page 7051 on
that service ("Telerate Page 7051"), for the applicable Interest
Determination Date, or
(b) if the rate referred to in clause (a) does not appear on Telerate
Page 7051, the percentage equal to the yield for United States
Treasury securities at "constant maturity" having the Index Maturity
specified in the applicable pricing supplement and for the
applicable Interest Determination Date as published in H.15(519)
under the caption "Treasury Constant Maturities", or
(c) if the rate referred to in clause (b) does not appear in H.15(519),
the rate on the applicable Interest Determination Date for the
period of the Index Maturity specified in the applicable pricing
supplement as may then be published by either the Federal Reserve
System Board of Governors or the United States Department of the
Treasury that the calculation agent determines to be comparable to
the rate which would otherwise have been published in H.15(519), or
(d) if the rate referred to in clause (c) is not published, the rate on
the applicable Interest Determination Date calculated by the
calculation agent as a yield to maturity based on the arithmetic
mean of the secondary market bid prices at approximately 3:30 P.M.,
New York City time, on the applicable Interest Determination Date of
three leading primary United States government securities dealers in
The City of New York, which may include the agents or their
affiliates (each, a "Reference Dealer"), selected by the calculation
agent from five Reference Dealers selected by the calculation agent
and eliminating the highest quotation, or, in the event
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of equality, one of the highest, and the lowest quotation or, in the
event of equality, one of the lowest, for United States Treasury
securities with an original maturity equal to the Index Maturity
specified in the applicable pricing supplement, a remaining term to
maturity no more than 1 year shorter than the Index Maturity
specified in the applicable pricing supplement and in a principal
amount that is representative for a single transaction in the
securities in the market at that time, or
(e) if fewer than five but more than two of the prices referred to in
clause (d) are provided as requested, the rate on the applicable
Interest Determination Date calculated by the calculation agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the quotations shall be eliminated, or
(f) if fewer than three prices referred to in clause (d) are provided as
requested, the rate on the applicable Interest Determination Date
calculated by the calculation agent as a yield to maturity based on
the arithmetic mean of the secondary market bid prices as of
approximately 3:30 P.M., New York City time, on the applicable
Interest Determination Date of three Reference Dealers selected by
the calculation agent from five Reference Dealers selected by the
calculation agent and eliminating the highest quotation or, in the
event of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the Index
Maturity specified in the applicable pricing supplement, a remaining
term to maturity closest to the Index Maturity specified in the
applicable pricing supplement and in a principal amount that is
representative for a single transaction in the securities in the
market at that time, or
(g) if fewer than five but more than two prices referred to in clause
(f) are provided as requested, the rate on the applicable Interest
Determination Date calculated by the calculation agent based on the
arithmetic mean of the bid prices obtained and neither the highest
nor the lowest of the quotations will be eliminated, or
(h) if fewer than three prices referred to in clause (f) are provided as
requested, the CMT Rate in effect on the applicable Interest
Determination Date.
(2) if CMT Telerate Page 7052 is specified in the applicable pricing
supplement:
(a) the percentage equal to the one-week or one-month, as specified in
the applicable pricing supplement, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity
specified in the applicable pricing supplement as published in
H.15(519) opposite the caption "Treasury Constant Maturities", as
the yield is displayed on Bridge Telerate, Inc., or any successor
service, on page 7052 or any other page as may replace that
specified page on that service ("Telerate Page 7052"), for the week
or month, as applicable, ended immediately preceding the week or
month, as applicable, in which the related Interest Determination
Date falls, or
(b) if the rate referred to in clause (a) does not appear on Telerate
Page 7052, the percentage equal to the one-week or one-month, as
specified in the applicable pricing supplement, average yield for
United States Treasury securities at "constant maturity" having the
Index Maturity specified in the applicable pricing supplement and
for the week or month, as applicable, preceding the applicable
Interest Determination Date as published in H.15(519) opposite the
caption "Treasury Constant Maturities," or
(c) if the rate referred to in clause (b) does not appear in H.15(519),
the one-week or one-month, as specified, average yield for United
States Treasury securities at "constant maturity" having the Index
Maturity specified in the applicable pricing supplement as otherwise
announced by the Federal Reserve Bank of New York for the week or
month, as applicable, ended immediately preceding the week or month,
as applicable, in which the related Interest Determination Date
falls, or
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(d) if the Federal Reserve Bank of New York does not publish the rate
referred to in clause (c), the rate on the applicable Interest
Determination Date calculated by the calculation agent as a yield
to maturity based on the arithmetic mean of the secondary market
bid prices at approximately 3:30 P.M., New York City time, on the
applicable Interest Determination Date of three Reference Dealers
selected by the calculation agent from five Reference Dealers
selected by the calculation agent and eliminating the highest
quotation, or, in the event of equality, one of the highest, and
the lowest quotation or, in the event of equality, one of the
lowest, for United States Treasury securities with an original
maturity equal to the Index Maturity specified in the applicable
pricing supplement, a remaining term to maturity no more than 1
year shorter than the Index Maturity specified in the applicable
pricing supplement and in a principal amount that is representative
for a single transaction in the securities in the market at that
time, or
(e) if fewer than five but more than two of the prices referred to in
clause (d) are provided as requested, the rate on the applicable
Interest Determination Date calculated by the calculation agent
based on the arithmetic mean of the bid prices obtained and neither
the highest nor the lowest of the questions shall be eliminated, or
(f) if fewer than three prices referred to in clause (d) are provided
as requested, the rate on the applicable Interest Determination
Date calculated by the calculation agent as a yield to maturity
based on the arithmetic mean of the secondary market bid prices as
of approximately 3:30 P.M., New York City time, on the applicable
Interest Determination Date of three Reference Dealers selected by
the calculation agent from five Reference Dealers selected by the
calculation agent and eliminating the highest quotation or, in the
event of equality, one of the highest and the lowest quotation or,
in the event of equality, one of the lowest, for United States
Treasury securities with an original maturity greater than the
Index Maturity specified in the applicable pricing supplement, a
remaining term to maturity closest to the Index Maturity specified
in the applicable pricing supplement and in a principal amount that
is representative for a single transaction in the securities in the
market at the time, or
(g) if fewer than five but more than two prices referred to in clause
(f) are provided as requested, the rate will be calculated by the
calculation agent based on the arithmetic mean of the bid prices
obtained and neither the highest nor the lowest of the quotations
will be eliminated, or
(h) if fewer than three prices referred to in clause (f) are provided
as requested, the CMT Rate in effect on the applicable Interest
Determination Date.
If two United States Treasury securities with an original maturity greater
than the Index Maturity specified in the applicable pricing supplement have
remaining terms to maturity equally close to the Index Maturity specified in
the applicable pricing supplement, the quotes for the United States Treasury
security with the shorter original remaining term to maturity will be used.
Commercial Paper Rate. Commercial Paper Rate Notes will bear interest at the
rates, calculated with reference to the Commercial Paper Rate and the Spread
and/or Spread Multiplier, if any, specified in the applicable Commercial Paper
Rate Notes and in any applicable pricing supplement.
"Commercial Paper Rate" means:
(1) the Money Market Yield on the applicable Interest Determination Date of
the rate for commercial paper having the Index Maturity specified in
the applicable pricing supplement published in H.15(519) under the
caption "Commercial Paper-Nonfinancial", or
(2) if the rate described in clause (1) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the Money Market
Yield of the rate on the applicable Interest Determination Date for
commercial paper having the Index Maturity specified in the applicable
pricing supplement published in H.15 Daily Update, or other recognized
electronic source used for the purpose of displaying the applicable
rate, under the caption "Commercial Paper--Nonfinancial", or
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(3) if the rate is referred to in clause (2) is not so published by 3:00
P.M., New York City time, on the related calculation date, the rate on
the applicable Interest Determination Date calculated by the
calculation agent as the Money Market Yield of the arithmetic mean of
the offered rates at approximately 11:00 A.M., New York City time, on
the applicable Interest Determination Date of three leading dealers of
United States dollar commercial paper in The City of New York, which
may include an agent and its affiliates, selected by the calculation
agent for commercial paper having the Index Maturity specified in the
applicable pricing supplement placed for industrial issuers whose bond
rating is "Aa", or the equivalent, from a nationally recognized
statistical rating organization, or
(4) if the dealers selected by the calculation agent are not quoting as
mentioned in clause (3), the Commercial Paper Rate in effect on the
applicable Interest Determination Date.
"Money Market Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D-360
Money Market Yield = ---------- - 100
360-(D-M)
where "D" refers to the applicable per annum rate for commercial paper quoted
on a bank discount basis and expressed as a decimal, and "M" refers to the
actual number of days in the applicable interest reset period.
Eleventh District Cost of Funds Rate. Eleventh District Cost of Funds Rate
Notes will bear interest at the rates, calculated with reference to the
Eleventh District Cost of Funds Rate and the Spread and/or Spread Multiplier,
if any, specified in the applicable Eleventh District Cost of Funds Rate Notes
and in any applicable pricing supplement.
"Eleventh District Cost of Funds Rate" means:
(1) the rate equal to the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which the applicable
Interest Determination Date falls as set forth under the caption "11th
District" on the display on Bridge Telerate, Inc. or any successor
service on page 7058 or any other page as may replace that specified
page on that service ("Telerate Page 7058") as of 11:00 A.M., San
Francisco time, on the applicable Interest Determination Date, or
(2) if the rate referred to in clause (1) does not appear on Telerate Page
7058 on the related Interest Determination Date, the monthly weighted
average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced (the
"Index") by the Federal Home Loan Bank of San Francisco as the cost of
funds for the calendar month immediately preceding the applicable
Interest Determination Date, or
(3) if the Federal Home Loan Bank of San Francisco fails to announce the
Index on or before the applicable Interest Determination Date for the
calendar month immediately preceding the applicable Interest
Determination Date, the Eleventh District Cost of Funds Rate in effect
on the applicable Interest Determination Date.
Federal Funds Rate. Federal Funds Rate Notes will bear interest at the
rates, calculated with reference to the Federal Funds Rate and the Spread
and/or Spread Multiplier, if any, specified in the applicable Federal Funds
Rate Notes and in any applicable pricing supplement.
"Federal Funds Rate" means:
(1) the rate on the applicable Interest Determination Date for United
States dollar federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)", as displayed on Bridge Telerate, Inc., or
any successor service, on page 120 or any other page as may replace
that specified page on that service ("Telerate Page 120"), or
(2) if the rate referred to in clause (1) does not appear on Telerate Page
120 or is not so published by 3:00 P.M., New York City time, on the
related calculation date, the rate on the applicable Interest
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Determination Date for United States dollar federal funds published in
H.15 Daily Update, or other recognized electronic source used for the
purpose of displaying the applicable rate, under the caption "Federal
Funds (Effective)", or
(3) if the rate referred to in clause (2) does not appear on Telerate Page
120 or is not so published by 3:00 P.M., New York City time, on the
related calculation date, the rate on the applicable Interest
Determination Date calculated by the calculation agent as the
arithmetic mean of the rates for the last transaction in overnight
United States dollar federal funds arranged by three leading brokers of
United States dollar federal funds transactions in The City of New
York, which may include an agent or its affiliates, selected by the
calculation agent before 9:00 A.M., New York City time, on the
applicable Interest Determination Date, or
(4) if the brokers selected by the calculation agent are not quoting as
mentioned in clause (3), the Federal Funds Rate in effect on the
applicable Interest Determination Date.
LIBOR. LIBOR Notes will bear interest at the rates, calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified
in the applicable LIBOR Notes and in any applicable pricing supplement.
"LIBOR" means:
(1) if "LIBOR Telerate" is specified in the applicable pricing supplement
or if neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable pricing supplement as the method for calculating LIBOR, the
rate for deposits in the Designated LIBOR Currency having the Index
Maturity specified in the applicable pricing supplement, commencing on
the applicable Interest Reset Date, that appears on the Designated
LIBOR Page as of 11:00 A.M., London time, on the applicable Interest
Determination Date, or
(2) if "LIBOR Reuters" is specified in the applicable pricing supplement,
the arithmetic mean of the offered rates for deposits in the Designated
LIBOR Currency having the Index Maturity specified in the applicable
pricing supplement, commencing on the applicable Interest Reset Date,
that appear on the Designated LIBOR Page specified in the applicable
pricing supplement as of 11:00 A.M., London time, on the applicable
Interest Determination Date; provided, that if the Designated LIBOR
Page by its terms provides only for a single rate, then the single rate
will be used, or
(3) with respect to a LIBOR Interest Determination Date on which fewer than
two offered rates appear, or no rate appears, as the case may be, on
the Designated LIBOR Page as specified in clauses (1) and (2),
respectively, the rate calculated by the calculation agent as the
arithmetic mean of at least two quotations obtained by the calculation
agent after requesting the principal London offices of each of four
major reference banks, which may include affiliates of the agents, in
the London interbank market to provide the calculation agent with its
offered quotation for deposits in the Designated LIBOR Currency for the
period of the Index Maturity specified in the applicable pricing
supplement, commencing on the applicable Interest Reset Date, to prime
banks in the London interbank market at approximately 11:00 A.M.,
London time, on the applicable Interest Determination Date and in a
principal amount that is representative for a single transaction in the
Designated LIBOR Currency in that market at that time, or
(4) if fewer than two quotations referred to in clause (3) are so provided,
the rate on the applicable Interest Determination Date calculated by
the calculation agent as the arithmetic mean of the rates quoted at
approximately 11:00 A.M., in the applicable Principal Financial Center
on the applicable Interest Determination Date by three major banks,
which may include affiliates of the agents, in such Principal Financial
Center selected by the calculation agent for loans in the Designated
LIBOR Currency to leading European banks, having the Index Maturity
designated in the applicable pricing supplement and in a principal
amount that is representative for a single transaction in the
applicable LIBOR Currency in that market at that time, or
(5) if the banks so selected by the calculation agent are not quoting as
mentioned in clause (4), LIBOR in effect on the applicable Interest
Determination Date.
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"Designated LIBOR Currency" means the currency specified in the applicable
pricing supplement as to which LIBOR will be calculated or, if no such currency
is specified in the applicable pricing supplement, United States dollars.
"Designated LIBOR Page" means either:
. if "LIBOR Telerate" is designated in the applicable pricing supplement
or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the
applicable pricing supplement as the method for calculating LIBOR, the
display on Bridge Telerate, Inc. or any successor service on the page
specified in such pricing supplement or any page as may replace the
specified page on that service for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency, or
. if "LIBOR Reuters" is specified in the applicable pricing supplement,
the display on the Reuter Monitor Money Rates Service or any successor
service on the page specified in the applicable pricing supplement or
any other page as may replace the specified page on that service for the
purpose of displaying the London interbank rates of major banks for the
Designated LIBOR Currency.
EURIBOR. EURIBOR Notes will bear interest at the rates, calculated with
reference to the European Interbank Offered Rate for deposits in euros, or
"EURIBOR", and the Spread and/or Spread Multiplier, if any, specified in the
applicable EURIBOR Notes and in any applicable pricing supplement.
"EURIBOR" means:
(1) the rate for deposits in euros as sponsored, calculated and published
jointly by the European Banking Federation and ACI--The Financial
Market Association, or any company established by the joint sponsors
for purposes of compiling and publishing those rates, having the Index
Maturity specified in the applicable pricing supplement, commencing on
the applicable Interest Reset Date, as that rate appears on Bridge
Telerate, Inc., or any successor service, on page 248 or any other page
as may replace that specified page on that service ("Telerate Page
248") as of 11:00 A.M., Brussels time, on the applicable Interest
Determination Date, or
(2) if the rate referred to in clause (1) does not appear on Telerate Page
248, or is not so published by 11:00 A.M., Brussels time, on the
applicable Interest Determination Date, the rate calculated by the
calculation agent as the arithmetic mean of at least two quotations
obtained by the calculation agent after requesting the principal Euro-
zone (as defined below) offices of four major banks in the Euro-zone
interbank market, which may include affiliates of the agent, in the
European interbank market, to provide the calculation agent with its
offered quotation for deposits in euros for the period of the Index
Maturity designated in the applicable pricing supplement, commencing on
the applicable Interest Reset Date, to prime banks in the Euro-zone
interbank market at approximately 11:00 A.M., Brussels time, on the
applicable Interest Determination Date and in a principal amount not
less than the equivalent of U.S. $1 million in euros that is
representative for a single transaction in euro in that market at that
time, or
(3) if fewer than two quotations referred to in clause (2) are so provided,
the rate on the applicable Interest Determination Date calculated by
the calculation agent as the arithmetic mean of the rates quoted at
approximately 11:00 A.M., Brussels time, on such Interest Determination
Date by four major banks in the Euro-zone for loans in euro to leading
European banks, having the Index Maturity designated in the applicable
pricing supplement, commencing on the applicable Interest Reset Date
and in a principal amount not less than the equivalent of U.S. $1
million in euros that is representative for a single transaction in
euros in that market at that time, or
(4) if the banks so selected by the calculation agent are not quoting as
mentioned in clause (3), EURIBOR in effect on the applicable Interest
Determination Date.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
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Prime Rate. Prime Rate Notes will bear interest at the rates, calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any, specified in the applicable Prime Rate Notes and any applicable pricing
supplement.
"Prime Rate" means:
(1) the rate on the applicable Interest Determination Date as published in
H.15(519) under the heading "Bank Prime Loan", or
(2) if the rate referred to in clause (1) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the rate on the
applicable Interest Determination Date published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of
displaying the applicable rate under the caption "Bank Prime Loan", or
(3) if the rate referred to in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the rate
calculated by the calculation agent as the arithmetic mean of the rates
of interest publicly announced by at least four banks that appear on
the Reuters Screen US PRIME 1 Page as the particular bank's prime rate
or base lending rate as of 11:00 A.M., New York City time, on the
applicable Interest Determination Date, or
(4) if fewer than four rates described in clause (3) so appear on the
Reuters Screen US PRIME 1 Page, the rate on the applicable Interest
Determination Date calculated by the calculation agent as the
arithmetic mean of the prime rates or base lending rates quoted on the
basis of the actual number of days in the year divided by a 360-day
year as of the close of business on the applicable Interest
Determination Date by three major banks, which may include affiliates
of the agents, in The City of New York selected by the calculation
agent, or
(5) if the banks selected by the calculation agent are not quoting as
mentioned in clause (4), the rate in effect on the applicable Interest
Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor
Money Rates Service or any successor service on the "US PRIME 1" page or other
page as may replace the US PRIME 1 Page on such service, for the purpose of
displaying prime rates or base lending rates of major United States banks.
Treasury Rate. Treasury Rate Notes will bear interest at the rates,
calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any, specified in the applicable Treasury Rate Notes and in any
applicable pricing supplement.
"Treasury Rate" means:
(1) the rate from the auction held on the applicable Interest Determination
Date (the "Auction") of direct obligations of the United States
("Treasury Bills") having the Index Maturity specified in the
applicable pricing supplement under the caption "INVESTMENT RATE" on
the display on Bridge Telerate, Inc., or any successor service, on page
56 or any other page as may replace that specified page on that service
("Telerate Page 56") or page 57 or any other page as may replace that
specified page on that service ("Telerate Page 57"), or
(2) if the rate described in clause (1) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the Bond
Equivalent Yield of the rate for the applicable Treasury Bills as
published in H.15 Daily Update, or other recognized electronic source
used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Auction High", or
(3) if the rate described in clause (2) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills
as announced by the United States Department of the Treasury, or
(4) in the event that the rate referred to in clause (3) is not announced
by the United States Department of the Treasury, or if the Auction is
not held, the Bond Equivalent Yield of the rate on the applicable
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Interest Determination Date of Treasury Bills having the Index Maturity
specified in the applicable pricing supplement published in H.15(519)
under the caption "U.S. Government Securities/Treasury Bills/Secondary
Market", or
(5) if the rate referred to in clause (4) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the rate on the
applicable Interest Determination Date of the applicable Treasury Bills
as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under
the caption "U.S. Government Securities/Treasury Bills/Secondary
Market", or
(6) if the rate referred to in clause (5) is not so published by 3:00 P.M.,
New York City time, on the related calculation date, the rate
calculated by the calculation agent as the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on the applicable Interest Determination
Date, of three primary United States government securities dealers,
which may include an agent or its affiliates, selected by the
calculation agent, for the issue of Treasury Bills with a remaining
maturity closest to the Index Maturity specified in the applicable
pricing supplement, or
(7) if the dealers selected by the calculation agent are not quoting as
mentioned in clause (6), the Treasury Rate in effect on the applicable
Interest Determination Date.
"Bond Equivalent Yield" means a yield calculated in accordance with the
following formula and expressed as a percentage:
D - N
Bond Equivalent Yield = ---------- - 100
360-(D - M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on
a bank discount basis, "N" refers to 365 or 366, as the case may be, and "M"
refers to the actual number of days in the applicable interest reset period.
Other Provisions; Addenda
Any provisions with respect to an issue of notes, including the
determination of one or more Interest Rate Bases, the specification of one or
more Interest Rate Bases, the calculation of the interest rate applicable to a
floating rate note, the applicable interest payment dates, the stated maturity
date, any redemption or repayment provisions or any other matters relating to
the applicable notes may be modified by the terms as specified under "Other
Provisions" on the face of the applicable notes or in an Addendum relating to
the applicable notes, if so specified on the face of the applicable notes and
in the applicable pricing supplement.
Original Issue Discount Notes
We may from time to time offer notes at a price less than their redemption
price at maturity, resulting in the applicable notes being treated as if they
were issued with original issue discount for Federal income tax purposes
("Discount Notes"). Discount Notes may pay no interest currently or may bear
interest at a rate which at the time of issuance is below market rates.
Additional considerations relating to any Discount Notes will be described in
the applicable pricing supplement. For further information regarding the
Federal income tax implications for U.S. Holders of Discount Notes, see "--
United States Federal Income Taxation--U.S. Holders--Original Issue Discount".
Amortizing Notes
We may from time to time offer notes ("Amortizing Notes"), with amounts of
principal and interest payable in installments over the term of the notes.
Unless otherwise specified in the applicable pricing supplement, interest on
each Amortizing Note will be computed on the basis of a 360-day year of twelve
30-day months. Payments with respect to Amortizing Notes will be applied first
to interest due and payable on the
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Amortizing Notes and then to the reduction of the unpaid principal amount of
the Amortizing Notes. Further information concerning additional terms and
conditions of any issue of Amortizing Notes will be provided in the applicable
pricing supplement. A table setting forth repayment information in respect of
each Amortizing Note will be included in the applicable note and the applicable
pricing supplement.
Linked Notes
We may from time to time offer notes ("Linked Notes") the principal value of
which at maturity will be determined by reference to:
(a) one or more equity or debt securities, including, but not limited to,
the price or yield of such securities,
(b) any statistical measure of economic or financial performance,
including, but not limited to, any currency, consumer price or mortgage
index, or
(c) the price or value of any commodity or any other item or index or any
combination thereof,
(collectively, the "Linked Securities"). The payment or delivery of any
consideration on any Linked Note at maturity will be determined by the decrease
or increase, as applicable, in the price or value of the applicable Linked
Securities. The terms of and any additional considerations, including any
material tax consequences, relating to any Linked Notes will be described in
the applicable pricing supplement.
Book-Entry Notes
Description of the Global Securities
Upon issuance, all notes in book-entry form having the same date of issue,
interest rate or formula, maturity and redemption and/or repayment provisions,
if any, and otherwise having identical terms and provisions will be represented
by one or more fully registered global notes (the "Global Notes"). Each Global
Note will be deposited with, or on behalf of, The Depository Trust Company as
depository registered in the name of the depository or a nominee of the
depository. Unless and until it is exchanged in whole or in part for notes in
certificated form, no Global Note may be transferred except as a whole by (1)
the depository to a nominee of the depository, (2) by a nominee of the
depository to the depository or to another nominee of the depository or (3) by
the depository or any of its nominees to a successor of the depository or a
nominee of the successor.
DTC Procedures
The following is based on information furnished by the depository:
DTC will act as securities depository for the notes in book-entry form. The
notes in book-entry form will be issued as fully registered securities
registered in the name of Cede & Co., DTC's partnership nominee. One fully
registered Global Note will be issued for each issue of notes in book-entry
form, each in the aggregate principal amount of the issue, and will be
deposited with the depository. If, however, the aggregate principal amount of
any issue exceeds $400,000,000, one Global Note will be issued with respect to
each $400,000,000 of principal amount and an additional Global Note will be
issued with respect to any remaining principal amount of the issue.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating members, referred to as participants,
deposit with DTC. DTC also facilitates the settlement among participants of
securities transactions, such as transfers and pledges, in deposited securities
through electronic computerized book-entry changes in participants' accounts,
thereby eliminating the need for physical
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movement of securities certificates. Direct participants of DTC include
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. DTC is owned by a number of its direct
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange LLC, and the National Association of Securities Dealers, Inc. Access
to DTC's system is also available to others such as securities brokers and
dealers, banks and trust companies, referred to as indirect participants, that
clear through or maintain a custodial relationship with a direct participant,
either directly or indirectly. The rules applicable to DTC and its participants
are on file with the SEC.
Purchasers of notes in book-entry form under DTC's system must be made by or
through direct participants, which will receive a credit for those notes in
book-entry form on the DTC's records. The ownership interest of each actual
purchaser of each note in book-entry form represented by a Global Note is, in
turn, to be recorded on the records of direct participants and indirect
participants. Beneficial owners in book-entry form will not receive written
confirmation from DTC of their purchase, but beneficial owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the direct participants or indirect
participants through which the beneficial owner entered into the transaction.
Transfers of ownership interests in a Global Note representing notes in book-
entry form are to be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners of a Global Note
representing notes in book-entry form will not receive notes in certificated
form representing their ownership interests therein, except in the event that
use of the book-entry system for such notes is discontinued.
To facilitate subsequent transfers, all Global Notes representing notes in
book-entry form which are deposited with, or on behalf of, DTC are registered
in the name of DTC's nominee, Cede & Co. The deposit of Global Notes with, or
on behalf of, the depository and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the Global Notes representing the notes in book-entry
form; DTC's records reflect only the identity of the direct participants to
whose accounts such notes in book-entry form are credited, which may or may not
be the beneficial owners. The participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners, will be governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to the Global
Notes representing the notes in book-entry form. Under its usual procedures,
DTC mails an omnibus proxy to Colgate as soon as possible after the applicable
record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights
to those direct participants, identified in a listing attached to the omnibus
proxy, to whose accounts the notes in book- entry form are credited on the
applicable record date.
We will make principal, premium, if any, and/or interest, if any, payments
on the Global Notes representing the notes in book-entry form in immediately
available funds to DTC. DTC's practice is to credit direct participants'
accounts on the applicable payment date in accordance with their respective
holdings shown on its records unless the depository has reason to believe that
it will not receive payment on the applicable payment date. Payments by
participants to beneficial owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the
responsibility of the applicable participant and not of DTC, the trustee or
Colgate, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal, premium, if any, and/or
interest, if any, to DTC is the responsibility of Colgate and the trustee,
disbursement of payments to direct participants will be the responsibility of
DTC, and disbursement of payments to the beneficial owners will be the
responsibility of direct participants and indirect participants.
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If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the notes in book-entry form of like tenor and terms are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each direct
participant in the issue to be redeemed.
A beneficial owner will give notice of any option to elect to have its notes
in book-entry form repaid by Colgate, through its participant, to the trustee,
and will effect delivery of the applicable notes in book-entry form by causing
the direct participant to transfer the participant's interest in the Global
Note notes in book-entry form, on DTC's records, to the trustee.
DTC may discontinue providing its services as securities depository with
respect to the notes in book-entry form at any time by giving reasonable notice
to Colgate or the trustee. In the event that a successor securities depository
is not obtained, notes in certificated form are required to be printed and
delivered.
We may decide to discontinue use of the system of book-entry transfers
through DTC or a successor securities depository. In that event, notes in
certificated form will be printed and delivered.
The laws of some states may require that certain purchasers of securities
take physical delivery of securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in
Global Notes.
So long as DTC, or its nominee, is the registered owner of a Global Note,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the notes represented by that Global Note for all purposes under the
indenture. Except as provided below, beneficial owners of a Global Note will
not be entitled to have the notes represented by a Global Note registered in
their names, will not receive or be entitled to receive physical delivery of
the notes in definitive form and will not be considered the owners or holders
thereof under the indenture. Accordingly, each person owning a beneficial
interest in a Global Note must rely on the procedures of DTC or any successor
depository and, if that person is not a participant, on the procedures of the
participant through which that person owns its interest, to exercise any rights
of a holder under the indenture. We understand that under existing industry
practices, if we request any action of holders or if an owner of a beneficial
interest in a Global Note desires to give or take any action which a holder is
entitled to give or take under the indenture, DTC would authorize the
participants holding the relevant beneficial interests to give or take the
desired action, and the participants would authorize beneficial owners owning
through the participants to give or take the desired action or would otherwise
act upon the instructions of beneficial owners.
Exchange for Notes in Certificated Form
If:
(a) DTC is at any time unwilling or unable to continue as depository and we
do not appoint a successor depository within 60 days,
(b) We execute and deliver to the trustee a company order to the effect
that the Global Notes shall be exchangeable, or
(c) a default or an event of default has occurred and is continuing with
respect to the notes,
the Global Note or Global Notes will be exchangeable for notes in certificated
form of like tenor and of an equal aggregate principal amount. The certificated
notes will be registered in the name or names as DTC instructs the trustee. It
is expected that instructions may be based upon directions received by DTC from
participants with respect to ownership of beneficial interests in Global Notes.
The information in this section concerning DTC and DTC's system has been
obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy of the information.
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SPECIAL PROVISIONS RELATING TO FOREIGN CURRENCY NOTES
General
Unless we indicate otherwise in the applicable pricing supplement, we will
denominate the notes in U.S. dollars, we will make payments of principal,
premium, if any and interest on the notes in U.S. dollars and you must pay the
purchase price of the notes in U.S. dollars in immediately available funds. If
any of the notes ("foreign currency notes") are to be denominated or payable in
a currency or basket of currencies other than U.S. dollars (a "specified
currency"), the following provisions will apply in addition to, and to the
extent inconsistent therewith will replace, the description of general terms
and provisions of notes set forth in the accompanying prospectus and elsewhere
in this prospectus supplement.
A pricing supplement with respect to any foreign currency note, (which may
include information with respect to applicable current foreign exchange
controls), is a part of this prospectus and the accompanying prospectus
supplement. Any information we provide you concerning exchange rates is
provided as a matter of information only and you should not regard it as
indicative of the range of or trends in fluctuations in currency exchange rates
that may occur in the future.
Currencies
We may offer foreign currency notes denominated and/or payable in a
specified currency or specified currencies. Unless we indicate otherwise in the
applicable pricing supplement, you are required to pay for foreign currency
notes in the specified currency. At the present time, there are limited
facilities in the United States for conversion of U.S. dollars into specified
currencies and vice versa, and banks may elect not to offer non-U.S. dollar
checking or savings account facilities in the United States. However, at your
request on or prior to the third Business Day preceding the date of delivery of
the foreign currency notes, or by such other day as determined by the agent who
presents the offer to purchase foreign currency notes to us, that agent may be
prepared to arrange for the conversion of U.S. dollars into the applicable
specified currency set forth in the applicable pricing supplement to enable the
purchasers to pay for the foreign currency notes. Each such conversion will be
made by the agent or agents on the terms and subject to the conditions,
limitations and charges as the agent may from time to time establish in
accordance with their regular foreign exchange practices. If you purchase
foreign currency notes you will pay all costs of exchange.
The applicable pricing supplement will set forth information about the
specified currency in which a particular foreign currency note is denominated
and/or payable, including historical exchange rates and a description of the
currency and any exchange controls, and, in the case of a basket of currencies,
will include a description of that basket and a description of provisions for
payment in the event that currency basket is no longer used for the purposes
for which it was established.
Payment of Principal, Premium and Interest
We will pay the principal of, premium, if any and/or interest on foreign
currency notes in the specified currency. Currently, banks do not generally
offer non-U.S. dollar denominated account facilities in their offices in the
United States, although they are permitted to do so. Accordingly, if you are a
holder of foreign currency notes you will be paid in U.S. dollars converted
from the specified currency unless you elect to be paid in the specified
currency or unless the applicable pricing supplement provides otherwise.
We will base U.S. dollar amounts that we owe to holders of foreign currency
notes on the highest bid quotation received by the exchange rate agent
specified in the applicable pricing supplement in The City of New York at
approximately 11:00 A.M., New York City time, on the second Business Day
preceding the applicable payment date. The exchange rate agent will obtain that
highest quote by asking three recognized foreign exchange dealers approved by
us (one of whom may be the exchange rate agent) for their bid quotations for
the purchase of the specified currency in exchange for U.S. dollars for
settlement on the relevant payment date, in the aggregate amount of the
specified currency payable to all holders of foreign currency
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notes scheduled to receive U.S. dollar payments, and at which the applicable
dealer commits to execute a contract. If three such bid quotations are not
available, we will make payments in the specified currency. All currency
exchange costs will be borne by the holders of foreign currency notes by
deductions from such payments.
Unless we indicate otherwise in the applicable pricing supplement, as a
holder of foreign currency notes you may elect to receive payment of the
principal of, premium, if any and/or interest on the foreign currency notes in
the specified currency by transmitting a written request for such payment to
the corporate trust office of the trustee in The City of New York on or prior
to the regular record date or at least fifteen calendar days prior to the
Maturity Date, as the case may be. You may make this request in writing (mailed
or hand delivered) or sent by facsimile transmission. As a holder of a foreign
currency note you may elect to receive payment in the specified currency for
all payments of principal, premium, if any and/or interest and need not file a
separate election for each payment. Your election will remain in effect until
revoked by written notice to the trustee, but written notice of any such
revocation must be received by the trustee on or prior to the regular record
date or at least fifteen calendar days prior to the Maturity Date, as the case
may be. If your foreign currency notes are held in the name of a broker or
nominee, you should contact your broker or nominee to determine whether and how
you may elect to receive payments in the specified currency.
If a note is represented by a Global Note, DTC or its nominee will be the
holder of the note and will be entitled to all payments on the note. Although
DTC can hold notes denominated in foreign currencies, all payments to DTC will
be made in U.S. dollars. Accordingly, a beneficial owner of the related Global
Note who elects to receive payments of principal, premium, if any, and/or
interest in the specified currency must notify the participant through which it
owns its interest on or prior to the applicable regular record date, in the
case of a payment of interest, or at least fifteen calendar days prior to the
Maturity Date, in the case of a payment of principal and/or premium, of that
beneficial owner's election. The participant must notify DTC of that election
on or prior to the third Business Day after the regular record date or at least
twelve calendar days prior to the Maturity Date, as the case may be. DTC will
notify the trustee of the election on or prior to the fifth Business Day after
the regular record date or at least ten calendar days prior to the Maturity
Date, as the case may be. If the participant receives complete instructions
from the beneficial owner and those instructions are forwarded by the
participant to DTC, and by DTC to the trustee, on or prior to such dates, then
the beneficial owner will receive payments in the specified currency. For more
information about Global Notes, see "Description of the Notes-Book-Entry
Notes."
We will pay principal, any premium and/or interest on foreign currency notes
to be paid in U.S. dollars in the manner specified in the accompanying
prospectus and this prospectus supplement with respect to notes denominated in
U.S. dollars. See "Description of the Notes--Payment of Principal, Premium and
Interest". We will pay interest on foreign currency notes in the specified
currency by check mailed on the relevant interest payment date to the persons
entitled thereto as their addresses shall appear in the security register or,
at our option by wire transfer to a bank account maintained by the holder in
the country of the specified currency. The principal of foreign currency notes,
together with any premium and any interest accrued and unpaid thereon, due at
maturity will be paid in immediately available funds upon surrender of the
notes at the corporate trust office of the trustee in The City of New York or,
at our option, by wire transfer to that bank account.
Payment Currency
If a specified currency is not available for the payment of principal,
premium or interest with respect to a foreign currency note due to the
imposition of exchange controls or other circumstances beyond our control, we
will be entitled to satisfy our obligations to holders of foreign currency
notes by making that payment in U.S. dollars on the basis of the noon buying
rate in The City of New York for cable transfers of the specified currency as
certified for customs purposes (or, if not so certified, as otherwise
determined) by the Federal Reserve Bank of New York (the "Market Exchange
Rate") as computed by the exchange rate agent on the basis of the most recently
available Market Exchange Rate on or before the date that payment is due, or as
otherwise indicated in an applicable pricing supplement. Any payment made under
such circumstances in U.S.
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dollars where the required payment is in a specified currency will not
constitute a default under the indenture with respect to the notes.
All determinations referred to above made by the exchange rate agent will be
at its sole discretion and will, in the absence of clear error, be conclusive
for all purposes and binding on the holders of the foreign currency notes.
As indicated above, if you invest in foreign currency notes or currency
indexed notes your investment will be subject to substantial risks, the extent
and nature of which change continuously. As with any investment that you make
in a security, you should consult your own financial and legal advisors as to
the risks entailed in an investment in foreign currency notes or currency
indexed notes. Such notes are not an appropriate investment for you if you are
unsophisticated with respect to foreign currency matters.
UNITED STATES FEDERAL INCOME TAXATION
The following summary of certain United States Federal income tax
consequences of the purchase, ownership and disposition of the notes is based
upon laws, regulations, rulings and decisions now in effect, all of which are
subject to change, including changes in effective dates, or possible differing
interpretations. It deals only with notes held as capital assets and does not
purport to deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment companies, dealers in
securities or currencies, persons holding notes as a hedge against currency
risks or as a position in a "straddle" for tax purposes, or persons whose
functional currency is not the United States dollar. It also does not deal with
holders other than original purchasers, except where otherwise specifically
noted. Persons considering the purchase of the notes should consult their own
tax advisors concerning the application of United States Federal income tax
laws to their particular situations as well as any consequences of the
purchase, ownership and disposition of the notes arising under the laws of any
other taxing jurisdiction.
As used in this prospectus, the term "U.S. Holder" means a beneficial owner
of a note that is for United States Federal income tax purposes:
(1) a citizen or resident of the United States,
(2) a corporation or a partnership (including an entity treated as a
corporation or a partnership for United States Federal income tax
purposes) created or organized in or under the laws of the United
States, any state thereof or the District of Columbia (unless, in the
case of a partnership, Treasury regulations are adopted that provide
otherwise),
(3) an estate whose income is subject to United States Federal income tax
regardless of its source,
(4) a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions
of the trust, or
(5) any other person whose income or gain in respect of a note is
effectively connected with the conduct of a United States trade or
business.
Certain trusts not described in clause (4) above in existence on August 20,
1996 that elect to be treated as a United States person will also be a U.S.
Holder for purposes of the following discussion. As used herein, the term "non-
U.S. Holder" means a beneficial owner of a note that is not a U.S. Holder.
U.S. Holders
Payments of Interest. Payments of interest on a note generally will be
taxable to a U.S. Holder as ordinary interest income at the time such payments
are accrued or are received (in accordance with the U.S. Holder's regular
method of tax accounting).
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Original Issue Discount. The following summary is a general discussion of
the United States Federal income tax consequences to U.S. Holders of the
purchase, ownership and disposition of notes issued with original issue
discount, i.e., Discount Notes. The following summary is based upon final
Treasury regulations (the "OID Regulations") released by the Internal Revenue
Service on January 27, 1994, as amended on June 11, 1996, under the original
issue discount provisions of the Code.
For United States Federal income tax purposes, original issue discount is
the excess of the stated redemption price at maturity of a note over its issue
price, if such excess equals or exceeds a de minimis amount (generally 1/4 of
1% of the note's stated redemption price at maturity multiplied by the number
of complete years to its maturity from its issue date or, in the case of a note
providing for the payment of any amount other than qualified stated interest
(as defined below) prior to maturity, multiplied by the weighted average
maturity of the note). The issue price of each note of an issue of notes equals
the first price at which a substantial amount of the notes has been sold
(ignoring sales to bond houses, brokers, or similar persons or organizations
acting in the capacity of underwriters, placement agents, or wholesalers). The
stated redemption price at maturity of a note is the sum of all payments
provided by the note other than "qualified stated interest" payments. The term
"qualified stated interest" generally means stated interest that is
unconditionally payable in cash or property (other than debt instruments of the
issuer) at least annually at a single fixed rate. In addition, under the OID
Regulations, if a note bears interest for one or more accrual periods at a rate
below the rate applicable for the remaining term of the note (e.g., notes with
teaser rates or interest holidays), and if the greater of either the resulting
foregone interest on the note or any "true" discount on the note (i.e., the
excess of the note's stated principal amount over its issue price) equals or
exceeds a specified de minimis amount, then the stated interest on the note
would be treated as original issue discount rather than qualified stated
interest.
Payments of qualified stated interest on a note are taxable to a U.S. Holder
as ordinary interest income at the time such payments are accrued or are
received (in accordance with the U.S. Holder's regular method of tax
accounting). A U.S. Holder of a Discount Note must include original issue
discount in income as ordinary interest for United States Federal income tax
purposes as it accrues under a constant yield method in advance of receipt of
the cash payments attributable to such income, regardless of the U.S. Holder's
regular method of tax accounting. In general, the amount of original issue
discount included in income by the initial U.S. Holder of a Discount Note is
the sum of the daily portions of original issue discount with respect to the
Discount Note for each day during the taxable year (or portion of the taxable
year) on which the U.S. Holder held the Discount Note. The "daily portion" of
original issue discount on any Discount Note is determined by allocating to
each day in any accrual period a ratable portion of the original issue discount
allocable to that accrual period. An "accrual period" may be of any length and
the accrual periods may vary in length over the term of the Discount Note,
provided that each accrual period is no longer than one year and each scheduled
payment of principal or interest occurs either on the final day of an accrual
period or on the first day of an accrual period. The amount of original issue
discount allocable to each accrual period is generally equal to the difference
between:
. the product of the Discount Note's adjusted issue price at the beginning
of such accrual period and its yield to maturity (determined on the
basis of compounding at the close of each accrual period and
appropriately adjusted to take into account the length of the particular
accrual period) and
. the amount of any qualified stated interest payments allocable to such
accrual period.
The "adjusted issue price" of a Discount Note at the beginning of any accrual
period is the sum of the issue price of the Discount Note plus the amount of
original issue discount allocable to all prior accrual periods minus the amount
of any prior payments on the Discount Note that were not qualified stated
interest payments. Under these rules, U.S. Holders generally will have to
include in income increasingly greater amounts of original issue discount in
successive accrual periods.
A U.S. Holder who purchases a Discount Note for an amount that is greater
than its adjusted issue price as of the purchase date and less than or equal to
the sum of all amounts payable on the Discount Note after the purchase date
other than payments of qualified stated interest, will be considered to have
purchased the
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Discount Note at an "acquisition premium". Under the acquisition premium rules,
the amount of original issue discount which such U.S. Holder must include in
its gross income with respect to such Discount Note for any taxable year (or
portion thereof in which the U.S. Holder holds the Discount Note) will be
reduced (but not below zero) by the portion of the acquisition premium properly
allocable to the period.
Under the OID Regulations, floating rate notes and indexed notes (referred
to herein as "Variable Notes") are subject to special rules whereby a Variable
Note will qualify as a "variable rate debt instrument" if
. its issue price does not exceed the total noncontingent principal
payments due under the Variable Note by more than a specified de minimis
amount and
. it provides for stated interest, paid or compounded at least annually,
at current values of:
. one or more qualified floating rates,
. a single fixed rate and one or more qualified floating rates,
. a single objective rate, or
. a single fixed rate and a single objective rate that is a qualified
inverse floating rate.
A "qualified floating rate" is any variable rate where variations in the
value of such rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds in the currency in which the
Variable Note is denominated. Although a multiple of a qualified floating rate
will generally not itself constitute a qualified floating rate, a variable rate
equal to the product of a qualified floating rate and a fixed multiple that is
greater than .65 but not more than 1.35 will constitute a qualified floating
rate. A variable rate equal to the product of a qualified floating rate and a
fixed multiple that is greater than .65 but not more than 1.35, increased or
decreased by a fixed rate, will also constitute a qualified floating rate. In
addition, under the OID Regulations, two or more qualified floating rates that
can reasonably be expected to have approximately the same values throughout the
term of the Variable Note (e.g., two or more qualified floating rates with
values within 25 basis points of each other as determined on the Variable
Note's issue date) will be treated as a single qualified floating rate.
Notwithstanding the foregoing, a variable rate that would otherwise constitute
a qualified floating rate but which is subject to one or more restrictions such
as a maximum numerical limitation (i.e., a cap) or a minimum numerical
limitation (i.e., a floor) may, under certain circumstances, fail to be treated
as a qualified floating rate under the OID Regulations unless such cap or floor
is fixed throughout the term of the note. An "objective rate" is a rate that is
not itself a qualified floating rate but which is determined using a single
fixed formula that is based on objective financial or economic information. A
rate will not qualify as an objective rate if it is based on information that
is within the control of the issuer (or a related party) or that is unique to
the circumstances of the issuer (or a related party), such as dividends,
profits, or the value of the issuer's stock (although a rate does not fail to
be an objective rate merely because it is based on the credit quality of the
issuer). A "qualified inverse floating rate" is any objective rate where such
rate is equal to a fixed rate minus a qualified floating rate, as long as
variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the qualified floating rate. The OID Regulations
also provide that if a Variable Note provides for stated interest at a fixed
rate for an initial period of one year or less followed by a variable rate that
is either a qualified floating rate or an objective rate and if the variable
rate on the Variable Note's issue date is intended to approximate the fixed
rate (e.g., the value of the variable rate on the issue date does not differ
from the value of the fixed rate by more than 25 basis points), then the fixed
rate and the variable rate together will constitute either a single qualified
floating rate or objective rate, as the case may be.
If a Variable Note that provides for stated interest at either a single
qualified floating rate or a single objective rate throughout the term thereof
qualifies as a "variable rate debt instrument" under the OID Regulations, and
if the interest on a Variable Note is unconditionally payable in cash or
property (other than debt instruments of the issuer) at least annually, then
all stated interest on the Variable Note will constitute qualified stated
interest and will be taxed accordingly. Thus, a Variable Note that provides for
stated interest at either a single qualified floating rate or a single
objective rate throughout the term thereof and that qualifies as a
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"variable rate debt instrument" under the OID Regulations will generally not be
treated as having been issued with original issue discount unless the Variable
Note is issued at a "true" discount (i.e., at a price below the Variable Note's
stated principal amount) in excess of a specified de minimis amount. The amount
of qualified stated interest and the amount of original issue discount, if any,
that accrues during an accrual period on such a Variable Note is determined
under the rules applicable to fixed rate debt instruments by assuming that the
variable rate is a fixed rate equal to:
(1) in the case of a qualified floating rate or qualified inverse floating
rate, the value as of the issue date, of the qualified floating rate or
qualified inverse floating rate, or
(2) in the case of an objective rate (other than a qualified inverse
floating rate), a fixed rate that reflects the yield that is reasonably
expected for the Variable Note.
The qualified stated interest allocable to an accrual period is increased (or
decreased) if the interest actually paid during an accrual period exceeds (or
is less than) the interest assumed to be paid during the accrual period
pursuant to the foregoing rules.
In general, any other Variable Note that qualifies as a "variable rate debt
instrument" will be converted into an "equivalent" fixed rate debt instrument
for purposes of determining the amount and accrual of original issue discount
and qualified stated interest on the Variable Note. The OID Regulations
generally require that such a Variable Note be converted into an "equivalent"
fixed rate debt instrument by substituting any qualified floating rate or
qualified inverse floating rate provided for under the terms of the Variable
Note with a fixed rate equal to the value of the qualified floating rate or
qualified inverse floating rate, as the case may be, as of the Variable Note's
issue date. Any objective rate (other than a qualified inverse floating rate)
provided for under the terms of the Variable Note is converted into a fixed
rate that reflects the yield that is reasonably expected for the Variable Note.
In the case of a Variable Note that qualifies as a "variable rate debt
instrument" and provides for stated interest at a fixed rate in addition to
either one or more qualified floating rates or a qualified inverse floating
rate, the fixed rate is initially converted into a qualified floating rate (or
a qualified inverse floating rate, if the Variable Note provides for a
qualified inverse floating rate). Under such circumstances, the qualified
floating rate or qualified inverse floating rate that replaces the fixed rate
must be such that the fair market value of the Variable Note as of the Variable
Note's issue date is approximately the same as the fair market value of an
otherwise identical debt instrument that provides for either the qualified
floating rate or qualified inverse floating rate rather than the fixed rate.
Subsequent to converting the fixed rate into either a qualified floating rate
or a qualified inverse floating rate, the Variable Note is then converted into
an "equivalent" fixed rate debt instrument in the manner described above.
Once the Variable Note is converted into an "equivalent" fixed rate debt
instrument pursuant to the foregoing rules, the amount of original issue
discount and qualified stated interest, if any, are determined for the
"equivalent" fixed rate debt instrument by applying the general original issue
discount rules to the "equivalent" fixed rate debt instrument and a U.S. Holder
of the Variable Note will account for such original issue discount and
qualified stated interest as if the U.S. Holder held the "equivalent" fixed
rate debt instrument. Each accrual period appropriate adjustments will be made
to the amount of qualified stated interest or original issue discount assumed
to have been accrued or paid with respect to the "equivalent" fixed rate debt
instrument in the event that such amounts differ from the actual amount of
interest accrued or paid on the Variable Note during the accrual period.
If a Variable Note does not qualify as a "variable rate debt instrument"
under the OID Regulations, then the Variable Note would be treated as a
contingent payment debt obligation. On June 11, 1996, the Treasury Department
issued final regulations (the "CPDI Regulations") concerning the proper United
States Federal income tax treatment of contingent payment debt instruments. In
general, the CPDI Regulations would cause the timing and character of income,
gain or loss reported on a contingent payment debt instrument to substantially
differ from the timing and character of income, gain or loss reported on a
contingent payment debt instrument under general principles of current United
States Federal income tax law. Specifically, the CPDI Regulations generally
require a U.S. Holder of such an instrument to include future contingent and
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noncontingent interest payments in income as such interest accrues based upon a
projected payment schedule. Moreover, in general, under the CPDI Regulations,
any gain recognized by a U.S. Holder on the sale, exchange, or retirement of a
contingent payment debt instrument will be treated as ordinary income and all
or a portion of any loss realized could be treated as ordinary loss as opposed
to capital loss (depending upon the circumstances). The CPDI Regulations apply
to debt instruments issued on or after August 13, 1996. The proper United
States Federal income tax treatment of Variable Notes that are treated as
contingent payment debt obligations will be more fully described in the
applicable pricing supplement. Furthermore, any other special United States
Federal income tax considerations, not otherwise discussed herein, which are
applicable to any particular issue of notes will be discussed in the applicable
pricing supplement.
Colgate may issue notes which;
. may be redeemable at the option of Colgate prior to their stated
maturity (a "call option") and/or
. may be repayable at the option of the holder prior to their stated
maturity (a "put option").
Notes containing such features may be subject to rules that differ from the
general rules discussed above. Investors intending to purchase notes with such
features should consult their own tax advisors, since the original issue
discount consequences will depend, in part, on the particular terms and
features of the purchased notes.
U.S. Holders may generally, upon election, include in income all interest
(including stated interest, acquisition discount, original issue discount, de
minimis original issue discount, market discount, de minimis market discount,
and unstated interest, as adjusted by any amortizable bond premium or
acquisition premium) that accrues on a debt instrument by using the constant
yield method applicable to original issue discount, subject to certain
limitations and exceptions.
Foreign-Currency Notes. The United States Federal income tax consequences of
the purchase, ownership and disposition of notes providing for payments
denominated in a currency other than U.S. dollars will be more fully described
in the applicable pricing supplement.
Short-Term Notes. Notes that have a fixed maturity of one year or less
("Short-Term Notes") will be treated as having been issued with original issue
discount. In general, an individual or other cash method U.S. Holder is not
required to accrue such original issue discount unless the U.S. Holder elects
to do so. If such an election is not made, any gain recognized by the U.S.
Holder on the sale, exchange or maturity of the Short-Term Note will be
ordinary income to the extent of the original issue discount accrued on a
straight-line basis, or upon election under the constant yield method (based on
daily compounding), through the date of sale or maturity, and a portion of the
deductions otherwise allowable to the U.S. Holder for interest on borrowings
allocable to the Short-Term Note will be deferred until a corresponding amount
of income is realized. U.S. Holders who report income for United States Federal
income tax purposes under the accrual method, and certain other holders
including banks and dealers in securities, are required to accrue original
issue discount on a Short-Term Note on a straight-line basis unless an election
is made to accrue the original issue discount under a constant yield method
(based on daily compounding).
Market Discount. If a U.S. Holder purchases a note, other than a Discount
Note, for an amount that is less than its issue price (or, in the case of a
subsequent purchaser, its stated redemption price at maturity) or, in the case
of a Discount Note, for an amount that is less than its adjusted issue price as
of the purchase date, such U.S. Holder will be treated as having purchased the
note at a "market discount", unless such market discount is less than a
specified de minimis amount.
Under the market discount rules, a U.S. Holder will be required to treat any
partial principal payment (or, in the case of a Discount Note, any payment that
does not constitute qualified stated interest) on, or any gain realized on the
sale, exchange, retirement or other disposition of, a note as ordinary income
to the extent of the lesser of:
. the amount of such payment or realized gain or
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. the market discount which has not previously been included in income and
is treated as having accrued on the note at the time of such payment or
disposition.
Market discount will be considered to accrue ratably during the period from the
date of acquisition to the Maturity Date of the note, unless the U.S. Holder
elects to accrue market discount on the basis of semiannual compounding.
A U.S. Holder may be required to defer the deduction of all or a portion of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a note with market discount until the maturity of the note or
certain earlier dispositions, because a current deduction is only allowed to
the extent the interest expense exceeds an allocable portion of market
discount. A U.S. Holder may elect to include market discount in income
currently as it accrues (on either a ratable or semiannual compounding basis),
in which case the rules described above regarding the treatment as ordinary
income of gain upon the disposition of the note and upon the receipt of certain
cash payments and regarding the deferral of interest deductions will not apply.
Generally, such currently included market discount is treated as ordinary
interest for United States Federal income tax purposes. Such an election will
apply to all debt instruments acquired by the U.S. Holder on or after the first
day of the taxable year to which such election applies and may be revoked only
with the consent of the IRS.
Premium. If a U.S. Holder purchases a note for an amount that is greater
than the sum of all amounts payable on the note after the purchase date other
than payments of qualified stated interest, the U.S. Holder will be considered
to have purchased the note with "amortizable bond premium" equal in amount to
such excess. A U.S. Holder may elect to amortize such premium using a constant
yield method over the remaining term of the note and may offset interest
otherwise required to be included in respect of the note during any taxable
year by the amortized amount of such excess for the taxable year. However, if
the note may be optionally redeemed after the U.S. Holder acquires it at a
price in excess of its stated redemption price at maturity, special rules would
apply which could result in a deferral of the amortization of some bond premium
until later in the term of the note. Any election to amortize bond premium
applies to all taxable debt instruments held by the U.S. Holder at the
beginning of the first taxable year to which the election applies and all
taxable debt instruments acquired on or after such date and may be revoked only
with the consent of the IRS.
Disposition of a Note. Except as discussed above, upon the sale, exchange or
retirement of a note, a U.S. Holder generally will recognize taxable gain or
loss equal to the difference between the amount realized on the sale, exchange
or retirement (other than amounts representing accrued and unpaid interest) and
the U.S. Holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax
basis in a note generally will equal the U.S. Holder's initial investment in
the note increased by any original issue discount included in income (and
accrued market discount, if any, if the U.S. Holder has included such market
discount in income) and decreased by the amount of any payments, other than
qualified stated interest payments, received and amortizable bond premium taken
with respect to the note. Such gain or loss generally will be long-term capital
gain or loss if the note were held for more than one year. The deductibility of
capital losses is subject to certain limitations. Prospective investors should
consult their own tax advisors concerning these tax law provisions.
Non-U.S. Holders
A non-U.S. Holder will not be subject to United States Federal income taxes
on payments of principal, premium (if any) or interest (including original
issue discount, if any) on a note, unless such non-U.S. Holder is a direct or
indirect 10% or greater shareholder of Colgate, a controlled foreign
corporation related to Colgate or a bank receiving interest described in
section 881(c)(3)(A) of the Code. To qualify for the exemption from taxation,
the last United States payor in the chain of payment prior to payment to a non-
U.S. Holder (the "Withholding Agent") must have received in the year in which a
payment of interest or principal occurs, or in either of the two preceding
calendar years, a statement that (1) is signed by the beneficial owner of the
note under penalties of perjury, (2) certifies that such owner is not a U.S.
Holder and (3) provides the name and address of the beneficial owner. The
statement may be made on an IRS Form W-8 or a substantially similar form, and
the beneficial owner must inform the Withholding Agent of any change in the
information on the
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statement within 30 days of such change. If a note is held through a securities
clearing organization or certain other financial institutions, the organization
or institution may provide a signed statement to the Withholding Agent.
However, in such case, the signed statement must be accompanied by a copy of
the IRS Form W-8 or the substitute form provided by the beneficial owner to the
organization or institution. The Treasury Department is considering
implementation of further certification requirements aimed at determining
whether the issuer of a debt obligation is related to holders thereof.
On October 6, 1997, the Treasury Department issued new regulations (the "New
Regulations") which make certain modifications to the withholding, backup
withholding and information reporting rules. The New Regulations attempt to
unify certification requirements and modify reliance standards. The New
Regulations will generally be effective for payments made after December 31,
2000, subject to certain transition rules. Prospective investors are urged to
consult their own tax advisors regarding the New Regulations.
Generally, a non-U.S. Holder will not be subject to United States Federal
income taxes on any amount which constitutes capital gain upon retirement or
disposition of a note, provided the gain is not effectively connected with the
conduct of a trade or business in the United States by the non-U.S. Holder.
Certain other exceptions may be applicable, and a non-U.S. Holder should
consult its tax advisor in this regard.
The notes will not be includible in the estate of a non-U.S. Holder unless
the individual is a direct or indirect 10% or greater shareholder of Colgate
or, at the time of such individual's death, payments in respect of the notes
would have been effectively connected with the conduct by such individual of a
trade or business in the United States.
Backup Withholding
Backup withholding of United States Federal income tax at a rate of 31% may
apply to payments made in respect of the notes to registered owners who are not
"exempt recipients" and who fail to provide certain identifying information,
such as the registered owner's taxpayer identification number, in the required
manner.
Generally, individuals are not exempt recipients, whereas corporations and
certain other entities generally are exempt recipients. Payments made in
respect of the notes to a U.S. Holder must be reported to the IRS, unless the
U.S. Holder is an exempt recipient or establishes an exemption. Compliance with
the identification procedures described in the preceding section would
establish an exemption from backup withholding for those non-U.S. Holders who
are not exempt recipients.
In addition, upon the sale of a note to (or through) a broker, the broker
must withhold 31% of the entire purchase price, unless either:
. the broker determines that the seller is a corporation or other exempt
recipient or
. the seller provides, in the required manner, certain identifying
information and, in the case of a non-U.S. Holder, certifies that such
seller is a non-U.S. Holder (and certain other conditions are met).
Such a sale must also be reported by the broker to the IRS, unless either:
. the broker determines that the seller is an exempt recipient or
. the seller certifies its non-U.S. status (and certain other conditions
are met).
Certification of the registered owner's non-U.S. status would be made normally
on an IRS Form W-8 under penalties of perjury, although in certain cases it may
be possible to submit other documentary evidence. In addition, prospective U.S.
Holders are strongly urged to consult their own tax advisors with respect to
the New Withholding Regulations. See "United States Federal Income Taxation--
Non-U.S. Holders".
Any amounts withheld under the backup withholding rules from a payment to a
beneficial owner would be allowed as a refund or a credit against such
beneficial owner's United States Federal income tax provided the required
information is furnished to the IRS.
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PLAN OF DISTRIBUTION
We are offering the notes for sale on a continuing basis through Chase
Securities Inc., Goldman, Sachs & Co., Lazard Freres & Co. LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities Inc. and Salomon
Smith Barney Inc. Unless otherwise specified in an applicable pricing
supplement, the agents will purchase the notes, as principal, from us for
resale to investors and other purchasers at varying prices relating to
prevailing market prices at the time of resale as determined by the applicable
agent, or, if so specified in an applicable pricing supplement, for resale at a
fixed public offering price. Unless otherwise specified in an applicable
pricing supplement, any note sold to an agent as principal will be purchased by
the agent at a price equal to 100% of the principal amount of the note less a
percentage of the principal amount equal to the commission applicable to an
agency sale as described below of a note of identical maturity.
If agreed to by Colgate and an agent, the agent may utilize its reasonable
efforts on an agency basis to solicit offers to purchase the notes at 100% of
the principal amount of the notes, unless otherwise specified in an applicable
pricing supplement, and we will pay a commission to the agent, ranging from
.150% to .750% of the principal amount of a note, depending upon its stated
maturity or, with respect to a note for which the stated maturity is in excess
of 30 years, a commission that we and the agent or agents agree to at the time
of sale. In an agency sale, we will receive from 99.850% to 99.250% of the
principal amount of each note, before deducting a portion of the aggregate
offering expenses of approximately $500,000.
An agent may resell notes it has purchased from us as principal to other
dealers for resale to investors, and may allow any portion of the discount
received in connection with those purchases from us to such dealers. After the
initial public offering of notes, the public offering price, in the case of
notes to be resold at a fixed public offering price, the concession and the
discount allowed to dealers may be changed.
We reserve the right to withdraw, cancel or modify the offer made by this
prospectus supplement without notice and may reject orders, in whole or in
part, whether placed directly with us or through the agents. The agents will
have the right, in their discretion reasonably exercised, to reject in whole or
in part any offer to purchase notes received by the agents.
Unless otherwise specified in an applicable pricing supplement, payment of
the purchase price of the notes will be required to be made in immediately
available funds in U.S. dollars or the specified currency, as the case may be,
in New York City on the date of settlement.
No note will have an established trading market when issued. Unless
specified in the applicable pricing supplement, we will not list the notes on
any securities exchange. The agents may from time to time purchase and sell
notes in the secondary market, but the agents 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. From time to time, the
agents may make a market in the notes, but the agents are not obligated to do
so and may discontinue any market-making activity at any time.
The agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. We have agreed to indemnify the agents
against or to make contributions relating to certain civil liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the agents may be required to make in respect thereof. We have also
agreed to reimburse the agents for certain expenses.
The agents may sell to or through dealers who may resell to investors, and
the agents may pay all or part of their discount or commission to such dealers.
Such dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933.
S-34
<PAGE>
From time to time we may issue and sell other securities described in the
accompanying prospectus, and the amount of notes that we may offer and sell
under this prospectus supplement may be reduced as a result of those sales.
The agents and/or their affiliates may engage in transactions with, and
perform services for us in the ordinary course of business. Reuben Mark,
Chairman of the Board, Chief Executive Officer and Director of Colgate, is also
a director of Citigroup Inc., an affiliate of Salomon Smith Barney Inc. Jill K.
Conway, a Director of Colgate, is also a member of the board of directors of
Merrill Lynch & Co., Inc.
In connection with the offering of notes purchased by an agent as principal
on a fixed price basis, the agent is permitted to engage in certain
transactions that stabilize the price of the notes. These transactions may
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the notes. If the agent creates a short position in the notes in
connection with the offering, i.e., if it sells notes in an aggregate principal
amount exceeding that set forth in the applicable pricing supplement, then the
agent may reduce that short position by purchasing notes in the open market. In
general, purchases of notes for the purpose of stabilization or to reduce a
short position could cause the price of the notes to be higher than in the
absence of these purchases.
Neither we nor the agents are making any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the notes. In addition, neither we nor the agents are
making any representation that an agent will engage in any such transactions or
that such transactions, once commenced, will not be discontinued without
notice.
VALIDITY OF THE NOTES
The validity of the notes will be passed upon for Colgate by Andrew D.
Hendry, Esq., Senior Vice President, General Counsel and Secretary of Colgate
and for the agents by Brown & Wood LLP, New York, New York. As of December 31,
1999, Mr. Hendry held 169,700 shares of Common Stock of Colgate (either
directly or held by the Savings and Investment Plan trustee), 17,964 restricted
shares of Common Stock of Colgate, 352,266 options to purchase shares of Common
Stock of Colgate, and 602 shares of Series B Convertible Preferred Stock of
Colgate (held by the Savings and Investment Plan trustee).
S-35
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 30, 2000
PROSPECTUS
Colgate-Palmolive Company [LOGO]
Debt Securities
. By this prospectus, we may offer from time to time up to $800,000,000 of our
debt securities.
. When we offer debt securities, we will provide you with a prospectus
supplement describing the terms of the specific issue of securities including
the offering price of the securities.
. You should read this prospectus and the prospectus supplement relating to the
specific offering of securities carefully before you invest.
-------------------------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
-------------------------------------------
The date of this prospectus is , 2000.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities nor an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.
<PAGE>
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 most of 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 that is
inconsistent with the information in this prospectus.
COLGATE-PALMOLIVE COMPANY
Colgate-Palmolive Company, which was organized under the laws of the State
of Delaware in 1923, is a leading consumer products company whose products are
marketed in over 200 countries 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 Household Care, and (2) Pet Nutrition. Our Oral Care products include
toothbrushes, toothpaste, mouth rinses and dental floss, and pharmaceutical
products for dentists and other oral health professionals. Significant recent
product launches in this segment include Colgate Total Fresh Stripe toothpaste,
and Colgate Navigator and Colgate Actibrush toothbrushes.
We lead many segments of the Personal Care market with several products
including bar and liquid soaps, shampoos, conditioners, deodorants and
antiperspirants, and baby and shave products. Strong brands in this segment
include Irish Spring, Softsoap and Palmolive, which is available as a soap and,
in many countries, as a shampoo and conditioner. We also manufacture and market
Mennen deodorants and men's toiletries and baby products.
We manufacture and market a wide array of products for household care. Major
products include Palmolive and Ajax dishwashing liquids and antibacterial hand
soaps and new Palmolive Spring Sensations. We also market other household names
in cleaning and laundry products such as Fab, Ajax and Murphy's oil soap. In
our major markets outside the U.S., our leading brands include Suavitel in
Latin America, Soupline in Europe and Softlan in Asia.
Through our Hill's Pet Nutrition subsidiary, we sell high quality pet
nutrition products for dogs and cats. Hill's markets pet foods primarily under
two names: Science Diet, which is sold by authorized pet supply retailers,
breeders and veterinarians for every day nutritional needs, and Prescription
Diet for dogs and cats with disease conditions.
If you want to find more information about us, please see the sections
entitled "Where You Can Find More Information" and "Incorporation of
Information We File with the SEC" 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:
<TABLE>
<CAPTION>
Year Ended December 31,
1995 1996 1997 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges..................... 2.2 4.4 4.9 5.8 6.3
</TABLE>
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 and preferred security
dividend requirements. "Fixed charges" consist of interest costs, the interest
factor in rentals, amortization of debt issuance costs and capitalized
interest.
DESCRIPTION OF DEBT SECURITIES
General
Colgate 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 of $800,000,000 or its equivalent in foreign currencies or units
of two or more currencies, based on the applicable exchange rate at the time of
offering, as Colgate 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 September 15, 1992,
as supplemented from time to time, between Colgate and The Bank of New York, as
trustee. A copy of the indenture is filed 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
Colgate may issue. The debt securities offered by this prospectus are unsecured
and rank equally with Colgate's other unsecured and unsubordinated
indebtedness.
Terms of the Debt Securities
Colgate may issue the debt securities from time to time, without limitation
as to aggregate principal amount and in one or more series. Colgate may issue
debt securities upon the satisfaction of conditions, including the delivery to
the trustee of a supplemental indenture, or a resolution of Colgate's Board of
Directors or a committee of the Board of Directors, or a certificate of an
officer of Colgate who has been authorized by the Board of Directors to take
that kind of action, which fixes or establishes the terms of the debt
securities being issued. Any resolution or officer's certificate approving the
issuance of any issue of debt securities will include the following terms of
that issue of debt securities:
. the aggregate principal amount and whether there is any limit upon the
aggregate principal amount that Colgate may subsequently issue;
. the stated maturity date;
. the principal amount payable whether at maturity or upon earlier
acceleration;
. 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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<PAGE>
. whether and how the principal amount will be determined, whether by
reference to an index, formula or other method;
. 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;
. the interest payment dates and regular record dates for any interest
payable;
. 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;
. any provisions for redemption of the debt securities, the redemption
price or prices and any remarketing arrangements;
. any mandatory redemption or sinking fund or analogous provisions;
. 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;
. the form in which Colgate 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;
. whether and under what circumstances Colgate 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
Colgate has the option to redeem the affected debt securities rather
than pay any such additional amounts;
. whether the debt securities are to be issued in global form and if so,
the depositary for the global securities;
. the title of the debt securities and the series of which the debt
securities are a part;
. the minimum denominations in which any debt securities will be issuable
if other than denominations of $1,000 and any integral multiple thereof;
. any additional covenants or events of default of Colgate; and
. any other terms of the debt securities which are not inconsistent with
the provisions of the indenture.
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 Colgate, 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.
Colgate 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 its option, Colgate 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
4
<PAGE>
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 Colgate 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
Colgate may consolidate or merge with or into any other corporation, and
Colgate may sell, lease or convey all or substantially all of its assets to any
corporation, provided that:
. 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 and assumes all of Colgate's obligations to:
(1) pay or deliver the principal of or any premium, interest or
additional amounts on the debt securities; and
(2) perform and observe all of Colgate's other obligations under the
indenture, and
. Colgate or any successor corporation, as the case may be, is not,
immediately after any such consolidation, merger or sale of assets, in
default under the indenture.
Modification and Waiver
Colgate 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:
. changes the stated maturity of the principal of, or any premium or
installment of interest or additional amounts on, any debt security;
. 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;
. adversely affects any right of repayment at the option of the holders;
. 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;
. 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
. 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.
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 compliance by
Colgate with certain provisions of the indenture, except as described under "--
Events of Default".
5
<PAGE>
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:
. default in the payment of any interest or additional amounts when due
and continuing for 30 days;
. default in the payment of any principal or premium when due and payable
at maturity;
. default in the payment of any sinking fund payment when due;
. default in the performance of, or breach, of any other obligation of
Colgate under the indenture, or under provisions of a series of debt
securities that are applicable to all series of debt securities, and
continuing for 60 days after written notice of the default to Colgate as
provided in the indenture;
. specified events of bankruptcy, insolvency or reorganization of Colgate;
and
. any other event of default with respect to debt securities of that
series.
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
events of default have been remedied or waived.
The holders of 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:
. in the payment of any amounts due and payable or deliverable under the
debt securities of that series; or
. in respect of an obligation of Colgate 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.
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.
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 Colgate.
Colgate will be required to furnish to the trustee annually a statement as
to the performance by Colgate of all of its obligations and conditions under
the indenture.
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<PAGE>
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.
Colgate covenants in the indenture not to create or suffer to exist, or
permit any of its 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 Colgate
covenants and agrees in the indenture that it 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:
. 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 Colgate or by a Principal
Domestic Subsidiary 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;
. Liens on Restricted Property of a Principal Domestic Subsidiary as a
security for Debt of such Subsidiary to Colgate or to another Principal
Domestic Subsidiary;
. 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;
. any Lien existing prior to the time of acquisition of any Principal
Domestic Manufacturing Property acquired by Colgate or a Principal
Domestic Subsidiary after the date of the indenture through purchase,
merger, consolidation or otherwise;
. any Lien on any Principal Domestic Manufacturing Property (other than a
Major Domestic Manufacturing Property) acquired or constructed by
Colgate 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;
. 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;
. 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 Colgate or any Principal Domestic Subsidiary
with respect to which Colgate 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;
. Liens securing the payment of taxes, assessments and governmental
charges or levies, either (i) not delinquent or (ii) being contested in
good faith by appropriate legal or administrative proceedings and as to
which Colgate 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;
. 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
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<PAGE>
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 the opinion of Colgate,
in the aggregate materially detract from the value of such Principal
Domestic Manufacturing Property or materially impair its use in the
operation of the business of Colgate and its Principal Domestic
Subsidiaries; and
. 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 outstanding
Debt of Colgate and its 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.
"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 (i) all current liabilities and (ii) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles of Colgate and its consolidated subsidiaries, all as set forth on
the most recent balance sheet of Colgate and its consolidated subsidiaries
prepared in accordance with generally accepted accounting principles as
practiced in the United States.
"Debt" means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services (other
than accounts payable in the ordinary course of business), (iv) 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 (v)
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 (i) through (iv) 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 (i) any Subsidiary all of the assets of which consist of the
securities of Subsidiaries which are not Domestic Subsidiaries, (ii) any
Subsidiary which is a FSC as defined in Section 992 of the Code and (iii) any
Subsidiary for any period during which an election under Section 936 of the
Code applies to such Subsidiary.
"Instruments" of any corporation means and includes (i) 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 (ii) 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 or
processing which is owned or leased by Colgate or any of its 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
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facility which the Board of Directors of Colgate by resolution declares is not
of material importance to the total business conducted by Colgate and its
Subsidiaries as an entirety.
"Principal Domestic Subsidiary" means (i) each Subsidiary which owns or
leases a Principal Domestic Manufacturing Property, (ii) 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 (iii) each Domestic Subsidiary of each
Subsidiary referred to in the foregoing clause (i) or (ii) 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 (i) all Principal Domestic
Manufacturing Properties, (ii) all Instruments of all Principal Domestic
Subsidiaries and (iii) all inventories and accounts receivable of Colgate and
its Principal Domestic Subsidiaries.
"Subsidiary" means any Corporation of which at the time of determination
Colgate or one or more 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 the purpose hereof, 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.
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
Colgate may sell debt securities:
. 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 Colgate,
. through agents or dealers,
. directly to one or more other purchasers, or
. by any combination of these methods of sale.
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 Colgate 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 Colgate 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.
Under certain circumstances, Colgate may repurchase debt securities and
reoffer them to the public as set forth above. Colgate may also arrange for
repurchases and resales of the debt securities by dealers.
9
<PAGE>
No particular offering of debt securities will have an established trading
market when issued. Unless specified in the applicable prospectus supplement,
Colgate 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.
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 Exchange Act.
. Over-allotment involves sales in excess of the offering size, which
creates a short position.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
. Short covering transactions involve purchases of the securities in the
open market after the distribution is completed to cover short
positions.
. 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.
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, Colgate will authorize
underwriters to solicit offers by certain institutions to purchase debt
securities from Colgate 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 Colgate otherwise
agrees, 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 the approval of Colgate.
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.
Colgate has 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, engage in transactions with, or perform services
for Colgate in the ordinary course of business.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. Our
SEC filings are also available over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any document we file by visiting
the SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information about the public reference rooms. You may also inspect our SEC
reports and other information at the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005.
We have filed a registration statement on Form S-3 with the SEC covering the
debt securities. For further information on Colgate 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.
10
<PAGE>
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with
them, which means:
. incorporated documents are considered part of this prospectus;
. we can disclose important information to you by referring you to those
documents; and
. information that we file with the SEC will automatically update and, to
the extent inconsistent, supersede this prospectus and previously
incorporated information.
We incorporate by reference the document listed below which was filed with
the SEC under the Securities Exchange Act of 1934:
. annual report of Colgate on Form 10-K for the year ended December 31,
1999.
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:
. 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; and
. any reports filed under Section 15(d) of the Exchange Act.
You should rely only on information contained or incorporated by reference
in this prospectus. We have not, and any agent or underwriter acting on our
behalf has not, 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. We are not, and any agent or
underwriter acting on our behalf is not, 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), 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.
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from the Annual Report on
Form 10-K of Colgate-Palmolive Company and its subsidiaries have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in giving said report.
11
<PAGE>
$800,000,000
Colgate-Palmolive Company
Medium-Term Notes, Series D
[LOGO]
-----------------------------
PROSPECTUS SUPPLEMENT
-----------------------------
Chase Securities Inc.
Goldman, Sachs & Co.
Lazard Freres & Co. LLC
Merrill Lynch & Co.
J.P. Morgan & Co.
Salomon Smith Barney
, 2000
<PAGE>
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, except the
registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $211,200
Legal Fees and Expenses........................................... 100,000
Services of Independent Accountants............................... 25,000
Printing Expenses................................................. 140,000
Trustee's Fees and Expenses....................................... 15,000
Miscellaneous Expenses............................................ 8,800
--------
Total........................................................... $500,000
========
</TABLE>
- --------
* Estimated assuming one Prospectus Supplement
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 herein and is incorporated herein by reference.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(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 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;
II-1
<PAGE>
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment will 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Colgate'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.
(c) 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424 (b) (1)
or (4) or 497 (h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
II-2
<PAGE>
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 March 30, 2000.
Colgate-Palmolive Company
/s/ Reuben Mark
By: _________________________________
Reuben Mark
Chairman of the Board, Chief
Executive
Officer and Director
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer and
Director:
/s/ Reuben Mark Chairman of the Board, March 30, 2000
______________________________________ Chief Executive Officer
Reuben Mark and Director
Principal Financial Officer:
/s/ Stephen C. Patrick Senior Executive Vice March 30, 2000
______________________________________ President and Chief
Stephen C. Patrick Financial Officer
Principal Accounting Officer:
/s/ Dennis J. Hickey Vice President, Corporate March 30, 2000
______________________________________ Controller
Dennis J. Hickey
Directors:
* Director March 30, 2000
______________________________________
Jill K. Conway
* Director March 30, 2000
______________________________________
Ronald E. Ferguson
* Director March 30, 2000
______________________________________
Ellen M. Hancock
* Director March 30, 2000
______________________________________
David W. Johnson
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 30, 2000
______________________________________
John P. Kendall
* Director March 30, 2000
______________________________________
Richard J. Kogan
* Director March 30, 2000
______________________________________
Howard B. Wentz, Jr.
/s/ Andrew D. Hendry
*By: _________________________________
Andrew D. Hendry
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<C> <S>
1.1 Form of Distribution Agreement
4.1 Indenture, dated as of November 15, 1992, between the Company and 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 Note
4.3 Form of Floating Rate Note
5.1 Opinion of Andrew D. Hendry, Esq., Senior Vice President, General Counsel
and Secretary of the Company
12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of Andrew D. Hendry, Esq., Senior Vice President, General Counsel
and Secretary of the Company (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP, independent public accountants for the
Company
24.1 Powers of Attorney
25.1 Statement of Eligibility on Form T-1 of The Bank of New York as Trustee
under the Trust Indenture Act of 1939
</TABLE>
<PAGE>
EXHIBIT 1.1
COLGATE-PALMOLIVE COMPANY
Medium-Term Notes Due More Than One Year
from Date of Issue
DISTRIBUTION AGREEMENT
April __, 2000
CHASE SECURITIES INC.
270 Park Avenue
New York, NY 10017
GOLDMAN, SACHS & CO.
85 Broad Street
New York, New York 10004
LAZARD FRERES & CO. LLC
30 Rockefeller Plaza
New York, New York 10020
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
J.P. MORGAN SECURITIES INC.
60 Wall Street
New York, New York 10260
SALOMON SMITH BARNEY INC.
388 Greenwich Street, 34th Floor
New York, New York 10013
Dear Sirs:
Colgate-Palmolive Company, a Delaware corporation (the "Company"), confirms
its agreement with Chase Securities Inc. ("Chase"), Goldman, Sachs & Co.
("Goldman Sachs"), Lazard Freres & Co. LLC ("Lazard"), Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch & Co."), J.P.
Morgan Securities Inc. ("J.P. Morgan") and Salomon Smith Barney Inc.("Salomon"
and, together with Chase, Goldman Sachs, Lazard, Merrill Lynch & Co. and J.P.
Morgan, the "Agents") with respect to the issue and sale by the Company of its
Medium-Term Notes described herein (the "Notes"). The Notes are to be issued
<PAGE>
pursuant to an indenture (as the same may be amended or restated from time to
time, the "Indenture") dated as of November 15, 1992 between the Company and The
Bank of New York. The Bank of New York will act as trustee with respect to the
Notes (the "Trustee").
Notes may be sold by the Company directly or to or through the Agents
pursuant to the terms of this Agreement or to or through such other agent or
agents as may be designated by the Company from time to time pursuant to the
terms of any such other agreement containing substantially the same terms as
this Agreement. The Company may from time to time, pursuant to an Officer's
Certificate delivered to the Trustee pursuant to Section 301 of the Indenture
(with an original copy thereof delivered to the Agents), reduce the authorized
aggregate principal amount of the Notes (but not below the aggregate principal
amount of Notes previously issued under the Indenture) or authorize the issuance
of additional Notes, and such additional Notes may be distributed directly by
the Company or through or to any agents designated by the Company, including the
Agents pursuant to the terms of this Agreement, all as though the issuance of
such Notes were authorized as of the date hereof.
This Agreement provides both for the sale of Notes by the Company
directly to investors, in which case the Agents will act as agents of the
Company in soliciting Note purchases, and (as may from time to time be agreed to
by the Company and the related Agent or Agents) to one or more Agents as
principal for resale to investors and other purchasers.
The Company has filed with the Securities and Exchange Commission (the
"Commission") one or more registration statements on Form S-3 for the
registration of debt securities, including the Notes, under the Securities Act
of 1933, as amended (the "1933 Act"), and the offering thereof from time to time
in accordance with Rule 415 of the rules and regulations of the Commission under
the 1933 Act (the "1933 Act Regulations"). Such registration statements have
been declared effective by the Commission and the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"),
and the Company has filed such post-effective amendments thereto as may be
required prior to its acceptance of any offer for the purchase of Notes and each
such post-effective amendment has been declared effective by the Commission. As
used herein, the term "Registration Statement" shall mean the registration
statement or registration statements (as so amended, if applicable) applicable
to a particular offering of Notes; provided that if the Company files any
further registration statements for the purpose of registering additional Notes
included in such offering and in connection with which this Agreement is
included or incorporated by reference as an exhibit, including a registration
statement filed by the Company with the Commission pursuant to Rule 462(b) of
the 1933 Act Regulations (the "Rule 462(b) Registration Statement"), then, after
any such filing, all references to the "Registration Statement" shall also be
deemed to include any such further registration statement. The term "Prospectus"
shall mean any final prospectus constituting a part of any such applicable
registration statement or registration statements, and any prospectus
supplements or pricing supplements relating to an offering of the Notes, in the
form first furnished to the applicable Agent, agent or other purchaser of Notes
for use in confirming sales of Notes; provided, further, that any revised
prospectus that shall be provided to the Agents by the Company for use in
connection with the offering of the Notes which is not required to be filed by
the Company pursuant to Rule 424(b) of the 1933 Act Regulations shall be
included in the term "Prospectus" from and after the time it is first provided
to the Agents for such use. A "preliminary prospectus" shall be deemed to refer
to any
2
<PAGE>
prospectus used before the Registration Statement became effective and any
prospectus furnished by the Company after the registration statement or
registration statements became effective and before any acceptance by the
Company of an offer for the purchase of Notes which omitted information to be
included upon pricing in a form of prospectus filed with the Commission pursuant
to Rule 424(b) of the 1933 Act Regulations. All references to the "Registration
Statement" and the "Prospectus" shall also be deemed to include all documents
incorporated therein by reference pursuant to the Securities Exchange Act of
1934, as amended (the "1934 Act"), prior to any acceptance by the Company of an
offer for the purchase of Notes. For purposes of this Agreement, all references
to the Registration Statement, Prospectus or preliminary prospectus or to any
amendment or supplement thereto shall be deemed to include any copy filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR").
All references in this Agreement to financial statements and schedules
and other information which is "disclosed," "contained," "included" or "stated"
(or other references of like import) in the Registration Statement, Prospectus
or preliminary prospectus shall be deemed to include all financial statements
and schedules and other information which is incorporated by reference in the
Registration Statement, Prospectus or preliminary prospectus, as the case may
be; and all references in this agreement to amendments or supplements to the
Registration Statement, Prospectus or preliminary prospectus shall be deemed to
include the filing of any document under the 1934 Act which is incorporated by
reference in the Registration Statement, Prospectus or preliminary prospectus,
as the case may be.
SECTION 1. Appointment as Agents.
---------------------
(a) Appointment of Agents. Subject to the terms and conditions stated
----------------------
herein and subject to the reservation by the Company of the right to sell Notes
directly on its own behalf, the Company hereby appoints each of the Agents as an
agent of the Company for the purpose of soliciting purchases of the Notes from
the Company by others and agrees that, except as otherwise contemplated herein,
whenever the Company determines to sell Notes directly to one or more Agents as
principal for resale to others, it will enter into a Terms Agreement (as
hereafter defined) relating to each such sale in accordance with the provisions
of Section 3(b) hereof if requested by such Agent.
(b) Reasonable Efforts Solicitations; Right to Reject Offers. Upon
---------------------------------------------------------
receipt of instructions from the Company, the Agents will use their reasonable
efforts to solicit purchases of such principal amount of Notes as the Company
and the Agents shall agree upon from time to time during the term of this
Agreement, it being understood that the Company shall not approve the
solicitation of purchases of Notes in excess of the amount which shall be
authorized by the Company from time to time or in excess of the principal amount
of Notes registered pursuant to the Registration Statement. The Agents will have
no responsibility for maintaining records with respect to the aggregate initial
offering price of Notes sold, or of otherwise monitoring the availability of
Notes for sale under the Registration Statement. Each Agent will communicate to
the Company, orally or in writing, each offer to purchase Notes, other than
those offers rejected by such Agent. Each Agent shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes, in
whole or in part, and any such rejection shall not be deemed
3
<PAGE>
a breach of the Agent's agreement contained herein. The Company may accept or
reject any proposed purchase of the Notes, in whole or in part.
(c) Solicitations as Agents; Purchases as Principals. In soliciting
-------------------------------------------------
purchases of the Notes on behalf of the Company, unless otherwise specified
pursuant to the terms hereof, each Agent shall act solely as agent for the
Company and not as principal. Each Agent shall make reasonable efforts to assist
the Company in obtaining performance by each purchaser whose offer to purchase
Notes has been solicited by such Agent and accepted by the Company. No Agent
shall have any liability to the Company in the event any such purchase is not
consummated for any reason. No Agent shall have any obligation to purchase Notes
from the Company as principal, but may agree from time to time to purchase Notes
as principal. Any such purchase of Notes by an Agent as principal shall be made
pursuant to a Terms Agreement in accordance with Section 3(b) hereof if
requested by such Agent.
(d) Reliance. The Company and the Agents agree that any Notes the
---------
placement of which the Agents arrange shall be placed by the Agents, and any
Notes purchased by the Agents shall be purchased, in reliance on the
representations, warranties, covenants and agreements of the Company contained
herein and on the terms and conditions and in the manner provided herein.
SECTION 2. Representations and Warranties.
------------------------------
(a) The Company represents and warrants to each Agent as of the date
hereof, as of the date of each acceptance by the Company of an offer for the
purchase of Notes (whether through the Agents as agents or to one or more Agents
as principal), as of the date of each delivery of Notes (whether through the
Agents as agents or to one or more Agents as principal) (the date of each such
delivery to one or more Agents as principal being hereafter referred to as a
"Settlement Date"), and as of any time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by an amendment or
supplement providing solely for the establishment of or a change in the interest
rates, maturity or price of Notes or similar changes), or there is filed with
the Commission any document incorporated by reference into the Prospectus (other
than any Current Report on Form 8-K relating exclusively to the issuance of debt
securities under the Registration Statement other than the Notes) (each of the
times referenced above being referred to herein as a "Representation Date") as
follows:
(i) Registration Statement. The Registration Statement (or any
-----------------------
Rule 462(b) Registration Statement) in respect of the Notes has been filed with
the Commission; such Registration Statement (or any Rule 462(b) Registration
Statement) and any post-effective amendment thereto, each in the form heretofore
delivered to the Agents (excluding exhibits thereto but including all documents
incorporated by reference in the Prospectus), have been declared effective by
the Commission in such form; and no stop order suspending the effectiveness of
the Registration Statement (or any Rule 462(b) Registration Statement) has been
issued and no proceeding for that purpose has been initiated or threatened by
the Commission.
(ii) Prospectus. No order preventing or suspending the use of
-----------
the Prospectus has been issued by the Commission, and the Prospectus, at the
time of filing thereof, conformed in all material respects to the requirements
of the 1933 Act and the 1933 Act Regulations, and did not contain an untrue
statement of a material fact or omit to state a material fact required to
4
<PAGE>
be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or
omissions made in reliance upon and in conformity with information furnished in
writing to the Company by the Agents expressly for use therein; and each
preliminary prospectus and the Prospectus delivered to the applicable Agent(s)
for use in connection with the offering of Notes are identical to any
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(iii) Incorporated Documents. The documents incorporated by
-----------------------
reference in the Prospectus, when they became effective or were filed with the
Commission, as the case may be, conformed in all material respects to the
requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents contained
an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; and any further documents so filed and incorporated by reference in
the Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the 1933 Act or the
1934 Act, as applicable, and the rules and regulations of the Commission
thereunder and will not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, however, that this representation and warranty
shall not apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by the Agents
specifically for use therein.
(iv) Compliance. The Registration Statement and the Prospectus
-----------
conform, and any amendments or supplements to the Registration Statement or the
Prospectus will conform, in all material respects to the requirements of the
1933 Act, the 1939 Act and the rules and regulations of the Commission
thereunder, and do not and will not, as of the applicable effective date as to
the Registration Statement and any amendment thereto and as of the applicable
filing date as to the Prospectus and any amendment or supplement thereto,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by the Agents specifically
for use therein.
(v) No Material Changes. Since the respective dates as of
--------------------
which information is given in the Registration Statement and the Prospectus,
there has not been any material change in the capital stock or long-term debt of
the Company or any of its Significant Subsidiaries (as defined in Rule 405 under
the 1933 Act) (other than changes arising from funding activities which have not
resulted in any material change in the Company's ownership of such Significant
Subsidiaries or in the long term debt of the Company and its subsidiaries taken
as a whole) or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
consolidated financial position or consolidated results of operations of the
Company, otherwise than as set forth or contemplated in the Prospectus.
5
<PAGE>
(vi) Due Incorporation, Good Standing and Due Qualification of
---------------------------------------------------------
the Company and Significant Subsidiaries; Authorization of Agreements. The
- ----------------------------------------------------------------------
Company (A) has been duly incorporated and is validly existing as a corporation
in good standing under the laws of the State of Delaware, with corporate power
and authority to own its properties and conduct its business as described in the
Prospectus, and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of each other
jurisdiction in which it owns or leases properties, or conducts any business, so
as to require such qualification, except where the failure to be so qualified
would not have a material adverse effect on the Company and its subsidiaries
taken as a whole; and each Significant Subsidiary of the Company has been duly
incorporated and is validly existing as a corporation and is in good standing
under the laws of its jurisdiction of incorporation, (B) has or, in the case of
the Indenture, had the requisite corporate power and authority to execute and
deliver this Agreement, any Terms Agreement, the Indenture and the Notes and has
the requisite corporate power and authority to perform its obligations hereunder
and thereunder, and (C) has duly authorized, executed and delivered this
Agreement and at the time of the execution of any Terms Agreement will have duly
authorized, executed and delivered such Terms Agreement and this Agreement
constitutes and any such Terms Agreement will constitute the valid and binding
agreement of the Company.
(vii) Capitalization. The Company has an authorized
---------------
capitalization as set forth in the Prospectus.
(viii) Validity of Notes. When the Notes are issued and
------------------
delivered pursuant to this Agreement, such Notes will have been duly authorized,
executed, authenticated, issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to the benefits provided by
the Indenture; and the Indenture has been duly authorized by the Company and is
duly qualified under the 1939 Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general applicability
relating to or affecting creditors' rights and to general equitable principles
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and except further as enforcement thereof may be limited by requirements
that a claim with respect to any debt securities issued under the Indenture that
are payable in a foreign or composite currency (or a foreign or composite
currency judgment in respect of such claim) be converted into U.S. dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
by governmental authority to limit, delay or prohibit the making of payments
outside the United States; and the Notes and the Indenture will conform in all
material respects to the descriptions thereof in the Prospectus.
(ix) Non-Contravention. The issue and sale of the Notes by the
------------------
Company and the compliance by the Company with all of the provisions of this
Agreement, any Terms Agreement and the Indenture and the consummation of the
transactions herein and therein contemplated will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or to which
any of the property or assets of the Company or any of its subsidiaries is
subject, which conflict, breach or default would have a material adverse effect
on the consolidated financial position or consolidated results of operations of
the Company, nor will such action result in any violation of
6
<PAGE>
the provisions of the Certificate of Incorporation or By-laws of the Company or
any of its subsidiaries or any statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over the Company or any
of its subsidiaries or any of their properties, which violation in each case
would have a material adverse effect on the consolidated financial position or
consolidated results of operations of the Company; and no consent, approval,
authorization, order, registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale of the Notes or
the consummation by the Company of the transactions contemplated by this
Agreement, any Terms Agreement or the Indenture, except such consents,
approvals, authorizations, registrations or qualifications as may be required
under the 1933 Act and the 1939 Act or under state or foreign securities or Blue
Sky laws.
(x) Absence of Proceedings. Other than as set forth or
-----------------------
contemplated in the Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a party or of which
any property of the Company or any of its subsidiaries is the subject, which are
probable to result in an adverse determination and which, if determined
adversely to the Company or any of its subsidiaries, would individually or in
the aggregate have a material adverse effect on the consolidated financial
position or consolidated results of operations of the Company; and, to the best
of the Company's knowledge, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.
(xi) Accountants. Arthur Andersen LLP, who have certified
------------
certain financial statements of the Company and its consolidated subsidiaries,
are independent public accountants as required by the 1933 Act and the 1933 Act
Regulations.
(xii) Possession of Intellectual Property. The Company and its
------------------------------------
subsidiaries own or possess, or can acquire on reasonable terms, the patents,
patent rights, licenses, invention, copyrights (including trade secrets and
other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks and trade names presently
employed by them in connection with the businesses now operated by them, except
where the failure so to own or possess or have the ability to acquire would not
have a material adverse effect on the consolidated financial position or
consolidated results of operations of the Company, and neither the Company nor
any of its subsidiaries has received any notice of infringement of or conflict
with asserted rights of others with respect to any of the foregoing which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding, would result in any material adverse effect on the consolidated
financial position or consolidated results of operations of the Company.
(b) Additional Certifications. Any certificate signed by any director
--------------------------
or officer of the Company and delivered to the Agents or to counsel to the
Agents in connection with an offering of Notes or the sale of Notes to one or
more of the Agents as principal shall be deemed a representation and warranty by
the Company to the Agents as to the matters covered thereby on the date of such
certificate and, to the extent contemplated by such certificate, at each
Representation Date subsequent thereto.
7
<PAGE>
SECTION 3. Solicitations as Agents; Purchases as Principals.
------------------------------------------------
(a) Solicitations as Agents. On the basis of the representations and
------------------------
warranties herein contained, but subject to the terms and conditions herein set
forth, the Agents agree, when acting as agents of the Company, to use their
reasonable efforts to solicit offers to purchase the Notes upon the terms and
conditions set forth herein and in the Prospectus.
The Company reserves the right, in its sole discretion, to suspend
solicitation of purchases of the Notes through the Agents, as agents, commencing
at any time for any period of time or permanently. As soon as practicable after
receipt of instructions from the Company, the Agents will forthwith suspend
solicitation of purchases from the Company until such time as the Company has
advised the Agents that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, in the form of a
discount or otherwise as agreed to by the Company and the Agents, equal to the
applicable percentage of the principal amount of each Note sold by the Company
as a result of a solicitation made by such Agent as set forth in Schedule A
hereto; provided, however, that the Company shall only be obligated to pay one
such fee with respect to any particular Note so sold.
The purchase price, interest rate or formula, maturity date and other
terms of the Notes shall be agreed upon by the Company and the Agents and set
forth in a pricing supplement to the Prospectus to be prepared following each
acceptance by the Company of an offer for the purchase of Notes. Except as may
be otherwise provided in such supplement to the Prospectus, the Notes will be
issued in denominations of $1,000 and integral multiples thereof. All Notes sold
through the Agents as agents will be sold at 100% of their principal amount
unless otherwise agreed to by the Company and the Agents.
(b) Purchases as Principal. Each sale of Notes to one or more Agents as
-----------------------
principal shall be made in accordance with the terms contained herein and, if
requested by such Agent, pursuant to a separate agreement which will provide for
the sale of such Notes to, and the purchase and reoffering thereof by, such
Agent or Agents. Each such separate agreement (which may be an oral agreement)
between one or more Agents and the Company, is herein referred to as a "Terms
Agreement". Unless the context otherwise requires, each reference contained
herein to "this Agreement" shall be deemed to include any Terms Agreement
between the Company and one or more Agents. Each such Terms Agreement, whether
oral or in writing, shall be with respect to such information (as applicable) as
is specified in Exhibit A hereto. An Agent's commitment to purchase Notes as
principal pursuant to any Terms Agreement or otherwise shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each Terms Agreement shall specify the principal amount of Notes to be
purchased by each Agent pursuant thereto, the price to be paid to the Company
for such Notes (which, if not so specified in a Terms Agreement, shall be at a
discount equivalent to the applicable commission set forth in Schedule A
hereto), the time and place of delivery of and payment for such Notes, any
provisions relating to rights of, and default by, purchasers acting together
with the Agents in the reoffering of the Notes, and such other provisions
(including further terms of the Notes) as may be mutually agreed upon. The
Agents may utilize a selling or dealer group in connection with the resale of
the Notes purchased. Such Terms Agreement shall also specify whether or not any
of the
8
<PAGE>
officer's certificate, opinions of counsel or comfort letter specified in
Sections 7(b), 7(c) and 7(d) hereof shall be required to be delivered by the
Company on the related Settlement Date.
(c) Administrative Procedures. Administrative procedures with respect
--------------------------
to the sale of Notes shall be agreed upon from time to time by the Agents and
the Company (the "Procedures"). Each Agent and the Company agree to perform the
respective duties and obligations specifically provided to be performed by them
in the Procedures.
(d) Delivery of Closing Documents. The documents required to be
------------------------------
delivered by Section 5 hereof shall be delivered at the office of Brown & Wood,
LLP, One World Trade Center, New York, New York 10048, on the date hereof, or at
such other time or place as the Agents and the Company may agree.
SECTION 4. Covenants of the Company.
------------------------
The Company covenants with the Agents as follows:
(a) Notice of Certain Events. The Company will promptly notify (i) the
-------------------------
Agents of the effectiveness of any amendment to the Registration Statement, (ii)
the related Agent or Agents of the transmittal to the Commission for filing of
any supplement to the Prospectus (other than an amendment or supplement which
relates exclusively to an offering of debt securities under the Registration
Statement other than the Notes) or any document to be filed pursuant to the 1934
Act which will be incorporated by reference in the Prospectus (other than any
Current Report on Form 8-K relating exclusively to an offering of debt
securities under the Registration Statement other than the Notes), (iii) the
Agents of the receipt of any comments from the Commission with respect to the
Registration Statement or the Prospectus, (iv) the Agents of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus (other than an amendment or supplement which
relates exclusively to an offering of debt securities under the Registration
Statement other than the Notes) or for additional information, (v) the Agents of
the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose, and (vi) the Agents of the issuance by the Commission of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for either such purpose. The Company will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Notice of Certain Proposed Filings. Except as otherwise provided in
-----------------------------------
subsection (k) of this Section, the Company will give the Agents notice of its
intention to file any additional registration statement with respect to the
registration of additional Notes, any amendment to the Registration Statement
(including any filing under Rule 462(b) of the 1933 Act Regulations) or any
amendment or supplement to the Prospectus (other than an amendment or supplement
providing solely for the establishment of or change in, the interest rates,
maturity or price of Notes or other similar changes or an amendment or
supplement which relates exclusively to an offering of debt securities under the
Registration Statement other than the Notes and other than an amendment or
supplement arising through incorporation by reference), whether by the filing of
documents pursuant to the 1933 Act or otherwise, and will furnish the Agents
with copies of
9
<PAGE>
any such amendment or supplement or other documents proposed to be filed a
reasonable time in advance of such proposed filing. In the case of the filing of
any such amendment or supplement or other document filed pursuant to the 1934
Act, the Company will furnish the Agents with copies of such amendment or
supplement or other document within one day of the filing thereof. Following any
such filing pursuant to the 1934 Act, each Agent shall have the right to suspend
solicitation of purchases of the Notes until such time as such Agent shall
reasonably determine that solicitation of purchases should be resumed or such
Agent shall subsequently enter into a new Terms Agreement with the Company, and
any such suspension shall not be deemed a breach of such Agent's agreement
contained herein.
(c) Copies of the Registration Statement and the Prospectus. The
--------------------------------------------------------
Company will deliver to the Agents and to counsel for the Agents as many signed
and conformed copies of the Registration Statement (as originally filed) and of
each amendment thereto (including exhibits filed therewith or incorporated, or
deemed to be incorporated, by reference therein and documents incorporated by
reference in the Prospectus) as the Agents may reasonably request. The Company
will furnish to the Agents and to counsel for the Agents as many copies of the
Prospectus (as amended or supplemented) (other than an amendment or supplement
which relates exclusively to an offering of debt securities under the
Registration Statement other than the Notes) as the Agents shall reasonably
request so long as the Agent is required to deliver a Prospectus in connection
with sales or solicitations of offers to purchase the Notes. The Registration
Statement and each amendment thereto and the Prospectus and any amendments or
supplements thereto furnished to the Agents will be identical to any
electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
(d) Preparation of Pricing Supplements. The Company will prepare, with
-----------------------------------
respect to any Notes to be sold through or to the Agents pursuant to this
Agreement, a Pricing Supplement with respect to such Notes in a form previously
approved by the Agents and will file such Pricing Supplement pursuant to Rule
424(b)(3) under the 1933 Act not later than the close of business of the
Commission on the fifth business day after the date on which such Pricing
Supplement is first used.
(e) Revisions of Prospectus -- Material Changes. Except as otherwise
--------------------------------------------
provided in subsection (k) of this Section, if at any time during the term of
this Agreement any event shall occur or condition exist as a result of which it
is necessary, in the reasonable opinion of counsel to the Agents or counsel for
the Company, to further amend or supplement the Prospectus in order that the
Prospectus will not include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time the Prospectus
is delivered to a purchaser, or if it shall be necessary, in the reasonable
opinion of either such counsel, to amend or supplement the Registration
Statement or the Prospectus in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed
in writing, to the Agents to cease the solicitation of offers to purchase the
Notes in the Agents' capacity as agents and to cease sales of any Notes the
Agents may then own as principal pursuant to a Terms Agreement, and the Company
will promptly prepare and file with the Commission such amendment or supplement,
whether by filing documents pursuant to the 1934 Act, the 1933 Act
10
<PAGE>
or otherwise, as may be necessary to correct such untrue statement or omission
or to make the Registration Statement and Prospectus comply with such
requirements.
(f) Prospectus Revisions -- Periodic Financial Information. Except as
-------------------------------------------------------
otherwise provided in subsection (k) of this Section, on or prior to the date on
which there shall be released to the general public interim financial statement
information related to the Company with respect to each of the first three
quarters of any fiscal year or preliminary financial statement information with
respect to any fiscal year, the Company shall furnish such information to the
Agents, confirmed in writing.
(g) Earnings Statements. The Company, by applying the provisions of
--------------------
Rule 158 under the 1933 Act, will make generally available to its security
holders as soon as practicable, but not later than 90 days after the close of
the period covered thereby, an earnings statement (in form complying with the
provisions of Rule 158 under the 1933 Act) covering each twelve month period
beginning, in each case, not later than the first day of the Company's fiscal
quarter next following the "effective date" (as defined in such Rule 158) of the
Registration Statement with respect to each sale of Notes.
(h) Blue Sky Qualifications. The Company will endeavor, in cooperation
------------------------
with the Agents, to qualify the Notes for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as
the Agents may designate, and will maintain such qualifications in effect for as
long as may be required for the distribution of the Notes; provided, however,
that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified. The Company will file such statements and reports as may
be required by the laws of each jurisdiction in which the Notes have been
qualified as above provided. The Company will promptly advise the Agents of the
receipt by the Company of any notification with respect to the suspension of the
qualification of the Notes for sale in any such state or jurisdiction or the
initiating or threatening of any proceeding for such purpose.
(i) 1934 Act Filings. The Company, during the period when the
-----------------
Prospectus is required to be delivered under the 1933 Act will file promptly all
documents required to be filed with the Commission pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act. Such documents will comply in all material
respects with the requirements of the 1934 Act and the 1934 Act Regulations and
to the extent such documents are incorporated by reference in the Prospectus,
when read together with the other information in or incorporated by reference
into the Prospectus, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they are made, not misleading.
(j) Stand-Off Agreement. Between the date of any Terms Agreement and
--------------------
the Settlement Date with respect to such Terms Agreement, the Company will not,
without the prior written consent of each Agent party to such Terms Agreement,
directly or indirectly, sell, offer to sell, contract to sell or otherwise
dispose of, or announce the offering of, any debt securities denominated in the
same currency as the Notes to be purchased pursuant to such Terms Agreement, or
any security exchangeable into such debt securities (other than the Notes that
are
11
<PAGE>
to be sold pursuant to such Terms Agreement and commercial paper in the ordinary
course of business), except as may otherwise be provided in any such Terms
Agreement.
(k) Suspension of Certain Obligations. The Company shall not be
----------------------------------
required to comply with the provisions of subsections (a), (b), (c), (e), (f) or
(i) of this Section or the provisions of Section 7 hereof during any period from
the time (i) the Agents shall have received written notification from the
Company to suspend solicitation of purchases of the Notes in their capacity as
agents and (ii) the earlier of the date on which no Agent shall then hold any
Notes as principal purchased pursuant to a Terms Agreement and the date which is
fifteen days (nine months with respect to subsections (e) and (i) of this
Section) from the date on which the Agents shall have received written notice
from the Company to suspend solicitation of purchases of the Notes, to the time
the Company shall determine that solicitation of purchases of the Notes should
be resumed or shall subsequently enter into a new Terms Agreement with the
Agents.
(l) Use of Proceeds. The net proceeds from the sale of Notes will be
----------------
used by the Company as described in the Prospectus.
(m) Termination of Sale in Certain Circumstances. Any person who has
---------------------------------------------
agreed to purchase and pay for any Note pursuant to a solicitation by any of the
Agents shall have the right to refuse to purchase such Note if, subsequent to
the agreement to purchase such Note, any change, condition or development
specified in any of Sections 12(b)(i) through 12(b)(v) hereof shall have
occurred (with the judgment of the Agent which presented the offer to purchase
such Note being substituted for any judgment of a selling Agent required
therein) the effect of which is, in the judgment of the Agent which presented
the offer to purchase such Note, so material and adverse as to make it
impractical or inadvisable to proceed with the sale and delivery of such Note
(it being understood that under no circumstances shall any such Agent have any
duty or obligation to the Company or to any such person to exercise the judgment
to be exercised under this Section 4(m)).
SECTION 5. Conditions of Obligations.
-------------------------
The obligations of the Agents to solicit offers to purchase the Notes
as agents of the Company, the obligations of any purchasers of the Notes sold
through the Agents as agents, and any obligation of the Agents to purchase Notes
as principals pursuant to a Terms Agreement or otherwise will be subject to the
accuracy of the representations and warranties in all material respects (to the
extent any such representation or warranty is not otherwise qualified therein)
on the part of the Company herein contained and to the accuracy of the
statements of the Company's officers made in any certificate, to the extent
contemplated by such certificate, furnished pursuant to the provisions hereof,
to the performance and observance by the Company of all its covenants and
agreements herein contained and to the following additional conditions
precedent:
(a) Effectiveness of Registration Statement. The Registration Statement
----------------------------------------
(including any Rule 462(b) Registration Statement) has become effective under
the 1933 Act and no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act and no proceedings for that
purpose shall have been instituted or shall be pending or threatened by the
Commission, and any request on the part of the Commission for additional
12
<PAGE>
information shall have been complied with to the reasonable satisfaction of
counsel to the Agents.
(b) Legal Opinions. On the date hereof, the Agents shall have received
---------------
the following legal opinions, dated as of the date hereof and in form and
substance satisfactory to the Agents and their counsel:
(1) Opinion of Company Counsel. The opinion of Andrew D.
---------------------------
Hendry, Esq., Senior Vice President, General Counsel
and Secretary of the Company, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware, with corporate power and
authority to own its properties and conduct its business as
described in the Prospectus.
(ii) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good
standing under the laws of each jurisdiction in which it owns
or leases real properties, or conducts any business, so as to
require such qualification, except where the failure to be so
qualified would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole (such counsel
being entitled to rely in respect of the opinion in this
clause upon opinions of local counsel and in respect of
matters of fact upon certificates of officers of the Company,
provided that such counsel shall state that he believes that
both the Agents and he are justified in relying upon such
opinions and certificates).
(iii) Each Significant Subsidiary had been duly
incorporated and is validly existing as a corporation in good
standing under the laws of its jurisdiction of incorporation;
and all of the issued shares of capital stock of each such
Significant Subsidiary have been duly and validly authorized
and issued, are fully paid and nonassessable, and (except for
directors' qualifying shares and except as otherwise set forth
in the Prospectus) are owned directly or indirectly by the
Company, free and clear of all liens, encumbrances, equities
or claims.
(iv) The Company has an authorized capitalization as
set forth in the Prospectus.
(v) This Agreement has been duly authorized,
executed and delivered by the Company.
(vi) The issuance and sale of the Notes have been
duly authorized by all necessary corporate action of the
Company. The Notes when duly authenticated by the Trustee and
issued in accordance with the provisions of this Agreement and
the Indenture will be duly executed, issued and delivered and
constitute valid and legally binding obligations of the
Company entitled to the benefits provided by the Indenture;
and the Notes and the Indenture conform in all material
respects
13
<PAGE>
to the descriptions thereof in the Prospectus as amended or
supplemented under the heading "Description of Debt
Securities" and "Description of Notes".
(vii) The Indenture has been duly authorized,
executed and delivered by the Company and constitutes a valid
and legally binding instrument of the Company, enforceable in
accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium and other laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or at
law); and the Indenture has been duly qualified under the 1939
Act.
(viii) The issue and sale of the Notes by the Company
and the compliance by the Company with all of the provisions
of this Agreement, any Terms Agreement, the Indenture and the
Notes, and the consummation of the transactions herein and
therein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument known
to such counsel as being material to the Company and its
subsidiaries taken as a whole to which the Company or any of
its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject,
which conflict, breach or default would have a material
adverse effect on the consolidated financial position or
consolidated results of operations of the Company, nor will
such action result in any violation of the provisions of the
Certificate of Incorporation or By-laws of the Company or any
statute or any order, rule or regulation known to such counsel
of any court or governmental agency or body having
jurisdiction over the Company or any of its subsidiaries or
any of their properties, which violation in each case would
have a material adverse effect on the consolidated financial
position or consolidated results of operations of the Company.
(ix) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the issue and sale
of the Notes or the consummation by the Company of the
transactions contemplated by this Agreement, any Terms
Agreement or the Indenture, except such consents, approvals,
authorizations, registrations or qualifications as may be
required under the 1933 Act and the 1939 Act and those under
state securities, Blue Sky or foreign laws.
(x) To the best of such counsel's knowledge and other
than as set forth or contemplated in the Prospectus, there are
no legal or governmental proceedings pending to which the
Company or any of its subsidiaries is a party or of which any
property of the Company or any of its subsidiaries is the
subject which are probable to result in an adverse
determination and which, if determined adversely to the
Company or any of its subsidiaries, would have a material
adverse effect on the consolidated financial position or the
annual pre-tax consolidated results of operations of the
Company; and, to the best of such counsel's knowledge, without
14
<PAGE>
special inquiry, no such proceedings are threatened or
contemplated by governmental authorities or threatened by
others.
(xi) To the best of such counsel's knowledge, all
contracts or other documents of a character required to be
filed as exhibits to the Registration Statement or required to
be incorporated by reference into the Prospectus or described
in the Registration Statement or the Prospectus have been
filed or incorporated by reference or described as required.
(xii) The Registration Statement has been declared
effective under the 1933 Act and, to their knowledge, no stop
order suspending the effectiveness of the Registration
Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission.
(xiii) The Registration Statement and the Prospectus,
or any further amendments or supplements thereto made by the
Company prior to the date hereof (other than the financial
statements and related schedules therein and other financial
data or the Statement of Eligibility on Form T-1 of the
Trustee under the Indenture, as to which such counsel need
express no opinion), when the Registration Statement became
effective complied, and as of the date hereof comply, as to
form in all material respects with the requirements of the
1933 Act and the 1939 Act and the rules and regulations of the
Commission thereunder.
(xiv) The information in the Prospectus under the
caption "Description of Notes", "Description of Debt
Securities", and information, if any, in the Prospectus under
the caption "United States Taxation" (or similar caption), to
the extent that it constitutes matters of law, summaries of
legal matters, documents or proceedings, or legal conclusions,
has been reviewed by such counsel or by attorneys under the
supervision of such counsel and is correct in all material
respects.
(xv) The documents incorporated by reference into the
Registration Statement and the Prospectus or any further
amendments or supplements thereto made by the Company prior to
the date hereof (other than the financial statements and
schedules therein and other financial data or the Statement of
Eligibility on Form T-1 of the Trustee under the Indenture, as
to which such counsel need express no opinion), at the time
they were filed, complied, and as of the date hereof comply,
as to form in all material respects with the requirements of
the 1933 Act and the 1934 Act and the rules and regulations of
the Commission thereunder.
In giving such opinion such counsel shall also state that in the course
of his duties as General Counsel of the Company he consults with other
officers of the Company as to ongoing matters, and he or an attorney
under his supervision has reviewed the Registration Statement and the
Prospectus and has participated in the preparation of documents
incorporated by reference therein and, although such counsel has not
made any other specific inquiry for the purpose of rendering this
opinion and is not passing
15
<PAGE>
upon and does not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement and Prospectus, no facts have come to such
counsel's attention that lead it to believe that the Registration
Statement at the time it became effective, or any further amendment
thereto (including the filing of an Annual Report on Form 10-K with the
Commission), as of its effective date, or (if such opinion is being
delivered in connection with a Terms Agreement pursuant to Section 7(c)
hereof) at the date of any Terms Agreement and at the Settlement Date
with respect thereto, as the case may be, contains or contained an
untrue statement of a material fact or omits or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that the Prospectus, or any
further amendment or supplement thereto, as of its date, or (if such
opinion is being delivered in connection with a Terms Agreement
pursuant to Section 7(c) hereof) at the date of any Terms Agreement and
at the Settlement Date with respect thereto, as the case may be,
contains or contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading or that, as of the date hereof, either the Registration
Statement or the Prospectus or any further amendment or supplement
thereto made by the Company prior to the date hereof contains an untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (it being understood that
such counsel has not been required to and does not express any comment
with respect to the financial statements and schedules and other
financial data included in the Registration Statement or Prospectus or
the Statement of Eligibility on Form T-1 of the Trustee under the
Indenture).
In giving the opinion required by this Section 5(b)(1), such counsel
shall be entitled to rely upon opinions of local counsel and tax
counsel and, in respect of matters of fact, upon certificates of
officers of the Company or its subsidiaries, provided that such counsel
shall state that he believes that both the Agents and he are justified
in relying upon such opinions and certificates.
(2) Opinion of Counsel to the Agents. The opinion of Brown &
---------------------------------
Wood, LLP ("Brown & Wood") counsel to the Agents, with respect to the
incorporation of the Company, this Agreement, the Notes and the
Indenture, and other related matters as the Agents may reasonably
request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon
such matters.
In giving such opinion Brown & Wood shall additionally state that they
do not believe that the Registration Statement, at the time it became
effective, and if an amendment to the Registration Statement or an
Annual Report on Form 10-K has been filed by the Company with the
Commission subsequent to the effectiveness of the Registration
Statement and prior to the date of such statement, then at the time
such amendment became effective or at the time of the most recent such
filing (to the extent deemed to be incorporated by reference in the
Registration Statement and Prospectus), and at the date hereof, or (if
such opinion is being delivered in connection with a Terms Agreement
pursuant to Section 7(c) hereof) at the date of any Terms Agreement and
at the Settlement Date with respect thereto, as the case may be,
contains or contained an untrue statement of a material fact or omits
or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading or
that the Prospectus, as amended or supplemented at the date hereof, or
(if such opinion is being delivered in connection with a Terms
Agreement pursuant to Section 7(c) hereof) at the date of any Terms
Agreement and at the Settlement Date with respect thereto, as the case
may be, contains or contained an untrue
16
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statement of a material fact or omits or omitted to state a material
fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading. Such
counsel may state that they express no view as to the financial
statements and other financial data included or incorporated by
reference in such Registration Statement or Prospectus.
(c) Officers' Certificate. At the date hereof the Agents shall have
----------------------
received a certificate of the President or any Vice President and the chief
financial, chief accounting officer or treasurer of the Company, dated as of the
date hereof, to the effect that (i) since the respective dates as of which
information is given in the Registration Statement and the Prospectus or since
the date of any Terms Agreement, there has not been any material adverse change,
or any development involving a prospective material adverse change, in or
affecting the general affairs, consolidated financial position or consolidated
results of operations of the Company and its subsidiaries, considered as one
enterprise, whether or not arising in the ordinary course of business, otherwise
than as set forth or contemplated in the Prospectus, (ii) the other
representations and warranties of the Company contained in Section 2 hereof are
true and correct with the same force and effect as though expressly made at and
as of the date of such certificate, (iii) the Company has performed or complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied at or prior to the date of such certificate, and (iv) no stop order
suspending the effectiveness of the Registration Statement has been issued and,
to their knowledge, no proceedings for that purpose have been initiated or
threatened by the Commission.
(d) Comfort Letter. On the date hereof, the Agents shall have received
---------------
a letter from Arthur Andersen LLP, dated as of the date hereof, in form and
substance satisfactory to the Agents, to the effect that:
(i) They are independent public accountants with respect
to the Company and its subsidiaries within the meaning of the 1933 Act and the
1933 Act Regulations;
(ii) In their opinion, the consolidated financial statements
and supporting schedule(s) audited by them and incorporated by reference in the
Registration Statement comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act Regulations
with respect to registration statements on Form S-3 and the 1934 Act and the
1934 Act Regulations;
(iii) Based upon limited procedures set forth in detail in
such letter (which shall include, without limitation, the procedures specified
by the American Institute of Certified Public Accountants for a review of
interim financial information as described in SAS No. 71, Interim Financial
Information, with respect to the unaudited consolidated financial statements of
the Company and its subsidiaries, if any, included in the Registration
Statement), nothing has come to their attention which causes them to believe
that:
17
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(A) any material modifications should be made to the
unaudited consolidated financial statements, if any, included
in the Registration Statement from them to be in conformity
with generally accepted accounting principles; or
(B) the unaudited consolidated financial statements,
if any, included in the Registration Statement do not comply
as to form in all material respects with the applicable
accounting requirements of the 1933 Act, the 1933 Act
Regulations, the 1934 Act and the 1934 Act Regulations;
(C) at a specified date not more than five days prior
to the date of such letter, there was any change in the
capital stock or any increase in the long-term debt of the
Company and its subsidiaries consolidated or any decrease in
consolidated net assets, in each case as compared with amounts
shown in the most recent consolidated balance sheet
incorporated by reference in the Registration Statement,
except in each case for changes, increases or decreases which
the Registration Statement and the Prospectus disclose have
occurred or may occur; or
(D) for the period from the date of the most recent
financial statements incorporated by reference in the
Registration Statement to a specified date not more than five
days prior to the date of such letter, there were any
decreases, as compared with the corresponding period in the
preceding year, in consolidated revenues or net earnings,
except in each case for increases or decreases which the
Registration Statement and the Prospectus disclose have
occurred or may occur;
(iv) In addition to the examination referred to in their
report incorporated by reference in the Registration Statement and the
Prospectus, they have carried out certain other specified procedures, not
constituting an audit, with respect to certain amounts, percentages and
financial information which are included in the Registration Statement and the
Prospectus and which are specified by the Agents, and have found such amounts,
percentages and financial information to be in agreement with the relevant
accounting, financial and other records of the Company and its subsidiaries
identified in such letter.
(e) Other Documents. On the date hereof and on each Settlement Date
----------------
with respect to any Terms Agreement, counsel to the Agents shall have been
furnished with such documents and opinions as such counsel may reasonably
require for the purpose of enabling such counsel to pass upon the issuance and
sale of Notes as therein contemplated and related proceedings, or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Company in connection with the issuance and sale of
Notes as herein contemplated shall be reasonably satisfactory in form and
substance to the Agents and to counsel to the Agents.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement (or, at the
option of the Agents, any Terms Agreement) may be terminated by the Agents by
notice to the Company at any time and any such termination shall be without
liability of any party to any other party, except that the covenant regarding
provision of an earnings statement set forth in Section 4(g) hereof, the
provisions concerning
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<PAGE>
payment of expenses under Section 10 hereof, the indemnity and contribution
agreements set forth in Sections 8 and 9 hereof, the provisions concerning the
representations, warranties and agreements to survive delivery set forth in
Section 11 hereof and the provisions set forth under "Parties" of Section 15
hereof shall remain in effect.
SECTION 6. Delivery of and Payment for Notes Sold through the Agents. Delivery
----------------------------------------------------------
of Notes sold through an Agent as agent shall be made by the Company to such
Agent for the account of any purchaser only against payment therefor in
immediately available funds. In the event that a purchaser shall fail either to
accept delivery of or to make payment for a Note on the date fixed for
settlement, the Agent shall promptly notify the Company and deliver the Note to
the Company, and, if the Agent has theretofore paid the Company for such Note,
the Company will promptly return such funds to the Agent. If such failure
occurred for any reason other than default by the Agent in the performance of
its obligations hereunder, the Company will reimburse such Agent on an equitable
basis for its reasonable loss of the use of the funds for the period such funds
were credited to the Company's account.
SECTION 7. Additional Covenants of the Company.
-----------------------------------
The Company covenants and agrees with the Agents that:
(a) Reaffirmation of Representations and Warranties. Each acceptance by
------------------------------------------------
the Company of an offer for the purchase of Notes, and each delivery of Notes to
one or more Agents pursuant to a Terms Agreement, shall be deemed to be an
affirmation that the representations and warranties of the Company contained in
this Agreement and in any certificate theretofore delivered to the Agents
pursuant hereto, to the extent contemplated by such certificate, are true and
correct at the time of such acceptance or sale, as the case may be, and an
undertaking that such representations and warranties will be true and correct at
the time of delivery to the purchaser or its agent, or to the Agent or Agents,
of the Note or Notes relating to such acceptance or sale, as the case may be, as
though made at and as of each such time (and it is understood that such
representations and warranties shall relate to the Registration Statement and
Prospectus as amended and supplemented to each such time).
(b) Subsequent Delivery of Certificates. Subject to the provisions of
------------------------------------
Section 4(k) hereof, each time that the Registration Statement or the Prospectus
shall be amended or supplemented (other than by a supplement providing solely
for the establishment of the interest rates, maturity or price of Notes or
similar terms, and other than by an amendment or supplement which relates
exclusively to an offering of debt securities under the Registration Statement
other than the Notes), or there is filed with the Commission any document
incorporated by reference into the Prospectus (other than any Current Report on
Form 8-K relating exclusively to the issuance of debt securities under the
Registration Statement other than the Notes) or (if required pursuant to the
terms of a Terms Agreement) the Company sells Notes to one or more Agents
pursuant to a Terms Agreement, if requested by the Agents or counsel to the
Agents, the Company shall furnish or cause to be furnished to the Agents
forthwith a certificate dated the date of filing with the Commission of such
supplement or document, the date of effectiveness of such amendment, or the date
of such sale, as the case may be, in form reasonably satisfactory to the Agents
to the effect that the statements contained in the certificate referred to in
Section 5(c) hereof which were last furnished to the Agents are true and correct
at the time of such amendment,
19
<PAGE>
supplement, filing or sale, as the case may be, as though made at and as of such
time (except that such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to such time) or, in
lieu of such certificate, a certificate of the same tenor as the certificate
referred to in said Section 5(c), modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such certificate; provided, however, that if the Company
shall determine that it does not intend to be in the market for up to three
months after the date of filing of any such amendment or supplement, the Company
may deliver to the Agents a notice to such effect, in which event the request of
the Agents received by the Company with respect to such amendment or supplement
shall be deemed withdrawn until such time as the Company notifies the Agents
that it wishes to re-enter the market.
(c) Subsequent Delivery of Legal Opinions. Subject to the provisions
--------------------------------------
of Section 4(k) hereof, each time that the Registration Statement or the
Prospectus shall be amended or supplemented (other than by a supplement
providing solely for the establishment of the interest rates, maturity or price
of the Notes or similar terms or solely for the inclusion of additional
financial information, and other than by an amendment or supplement which
relates exclusively to an offering of debt securities under the Registration
Statement other than the Notes) or there is filed with the Commission any
document incorporated by reference into the Prospectus (other than any Current
Report on Form 8-K) or (if required pursuant to the terms of a Terms Agreement)
the Company sells Notes to one or more Agents pursuant to a Terms Agreement, if
requested by the Agents or counsel to the Agents, the Company shall furnish or
cause to be furnished forthwith to the Agents and to counsel to the Agents a
written opinion of the General Counsel of the Company or other counsel selected
by the Company and reasonably satisfactory to the Agents dated the date of
filing with the Commission of such supplement or document, the date of
effectiveness of such amendment, or the date of such sale, as the case may be,
in form reasonably satisfactory to the Agents, of substantially the same tenor
as the opinion referred to in Section 5(b)(1) hereof, but modified, as
necessary, to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such opinion; or, in lieu of such
opinion, counsel last furnishing such opinion to the Agents shall furnish the
Agents with a letter substantially to the effect that the Agents may rely on
such last opinion to the same extent as though it was dated the date of such
letter authorizing reliance (except that statements in such last opinion shall
be deemed to relate to the Registration Statement and the Prospectus as amended
and supplemented to the time of delivery of such letter authorizing reliance);
provided, however, that if the Company shall determine that it does not intend
to be in the market for up to three months after the date of filing of any such
amendment or supplement, the Company may deliver to the Agents a notice to such
effect, in which event the request of the Agents received by the Company with
respect to such amendment or supplement shall be deemed withdrawn until such
time as the Company notifies the Agents that it wishes to re-enter the market.
(d) Subsequent Delivery of Comfort Letters. Subject to the provisions
---------------------------------------
of Section 4(k) hereof, each time that (i) the Registration Statement or the
Prospectus shall be amended or supplemented to include additional financial
information (other than by an amendment or supplement relating solely to the
issuance and/or offering of securities other than the Notes) or (ii) (if
required pursuant to the terms of a Terms Agreement) the Company sells Notes to
one or more Agents as principal pursuant to a Terms Agreement, the Company shall
cause Arthur Andersen LLP, or other independent certified public accountants
reasonably satisfactory to the
20
<PAGE>
Agents, forthwith to furnish to the Agents a letter, dated the date of filing
with the Commission or the date of effectiveness of such amendment or
supplement, as applicable, or the date of such sale, as the case may be, in form
reasonably satisfactory to the Agents, of substantially the same tenor as the
letter referred to in Section 5(d) hereof, but modified to relate to the
Registration Statement and Prospectus as amended and supplemented to the date of
such letter, and with such changes as may be necessary to reflect changes in the
financial statements and other information derived from the accounting records
of the Company; provided, however, that the portions of the letter referred to
in Section 5(d)(iv) hereof shall, unless otherwise requested by the Agents, only
be provided in subsequent letters delivered in connection with the Company's
filing of its Annual Report on Form 10-K.
SECTION 8. Indemnification.
---------------
(a) Indemnification of the Agents. The Company agrees to indemnify
------------------------------
severally and hold harmless each Agent and each person, if any, who controls
each Agent within the meaning of Section 15 of the 1933 Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred (to the extent the party seeking such
indemnity is currently required to make a payment in respect of which
such indemnity is sought), arising out of any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact required to be stated
therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or the Prospectus
(or any amendment or supplement thereto) or the omission or alleged
omission therefrom of a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or investigation or proceeding by
any governmental agency or body, commenced or threatened, or of any
claim whatsoever based upon any such untrue statement or omission, or
any such alleged untrue statement or omission, if such settlement is
effected with the written consent of the Company; and
(iii) against any and all reasonable expense whatsoever, as
incurred (including the reasonable fees and disbursements of counsel
chosen by an Agent), reasonably incurred in investigating, preparing or
defending against any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information
21
<PAGE>
furnished to the Company by the Agents expressly for use in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).
(b) Indemnification of Company. Each Agent severally agrees to
---------------------------
indemnify and hold harmless the Company, its directors, each of its officers who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred (to the extent the party seeking
such indemnity is currently required to make a payment in respect of which such
indemnity is sought), but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement
(or any amendment thereto) or any preliminary prospectus or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by such Agent expressly for use in
the Registration Statement (or any amendment thereto) or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto).
(c) General. Each indemnified party shall give prompt notice to each
--------
indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party of such commencement shall not relieve such indemnifying party from any
liability which it may have otherwise than on account of this indemnity
agreement. An indemnifying party may assume the defense of the indemnified party
by retaining counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. In
no event shall the indemnifying parties be liable for the fees and expenses of
more than one counsel (in addition to any local counsel) for all indemnified
parties in connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances.
(d) Foreign Currency Judgments. The Company agrees to indemnify the
---------------------------
Agents against any loss incurred by the Agents as a result of any judgment or
order being given or made for the amount due under this Agreement and such
judgment or order being paid in a currency (a "Judgment Currency") other than
U.S. dollars as a result of any variation between (i) the rate of exchange at
which U.S. dollars are converted into the Judgment Currency for the purpose of
such judgment or order and (ii) the rate of exchange at which the applicable
Agent is able to purchase U.S. dollars with the amount of the Judgment Currency
actually received by such Agent. The foregoing indemnity shall constitute a
separate and independent obligation of the Company and shall continue in full
force and effect notwithstanding any such judgment or order as aforesaid. The
term "rate of exchange" shall include any premiums and costs of exchange payable
in connection with the purchase of, or conversion into, the relevant currency.
22
<PAGE>
SECTION 9. Contribution.
------------
If the indemnification provided for in Section 8 hereof is unavailable
or insufficient to hold harmless an indemnified party thereunder, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities
referred to in Section 8 in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and each Agent on the
other from the offering of the Notes and also to reflect the relative fault of
the Company on the one hand and each Agent on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and each Agent on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering of Notes by such Agent (before deducting expenses) received by the
Company bears to the total underwriting discounts and commissions received by
such Agent. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or an Agent and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a result of
the losses, claims, damages or liabilities referred to in the first sentence of
this Section 9 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this Section 9. Notwithstanding the
provisions of this Section 9, an Agent shall not be required to contribute any
amount in excess of the amount by which the total price at which the Notes sold
by such Agent and distributed to the public exceeds the amount of any damages
which such Agent has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section, each person, if
any, who controls an Agent within the meaning of Section 15 of the 1933 Act
shall have the same rights to contribution as an Agent, and each director of the
Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Company.
SECTION 10. Payment of Expenses.
-------------------
The Company will pay all expenses incident to the performance of its
obligations under this Agreement, including:
(a) The preparation and filing of the Registration Statement
and all amendments thereto and any preliminary prospectus, the
Prospectus and any amendments or supplements thereto;
(b) The preparation, filing and reproduction of this
Agreement;
(c) The preparation, printing, issuance and delivery of the
Notes, including any fees and expenses relating to the use of
book-entry notes;
23
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(d) The reasonable fees and disbursements of the Company's
accountants and counsel, of the Trustee and its counsel and of any
Calculation Agent;
(e) The reasonable fees and disbursements of one counsel to
the Agents incurred from time to time in connection with the
transactions contemplated hereby;
(f) The qualification of the Notes under state securities laws
in accordance with the provisions of Section 4(h) hereof, including
filing fees, and the reasonable fees and disbursements of counsel to
the Agents in connection therewith and in connection with the
preparation of any Blue Sky Survey and any Legal Investment Survey;
(g) The printing and delivery to the Agents in quantities as
hereinabove stated of copies of the Registration Statement and any
amendments thereto, any preliminary prospectus and of the Prospectus
and any amendments or supplements thereto;
(h) The preparation, printing, reproducing and delivery to the
Agents of copies, as reasonably requested, of the Indenture and all
supplements and amendments thereto;
(i) Any fees charged by rating agencies for the rating of the
Notes;
(j) The filing fees, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc.;
(k) Any advertising and other out-of-pocket expenses of the
Agents incurred with the approval of such expense by the Company;
(l) The cost of preparing and providing any CUSIP or other
identification numbers for the Notes; and
(m) The fees and expenses of any Depositary (as defined in the
Indenture) and any nominees thereof in connection with the Notes.
SECTION 11. Representations, Warranties and Agreements to Survive Delivery. All
---------------------------------------------------------------
representations, warranties and agreements contained in this Agreement or in
certificates of officers of the Company submitted pursuant hereto or thereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of the Agents or any controlling person of
the Agents, or by or on behalf of the Company, and shall survive each delivery
of and payment for any of the Notes.
SECTION 12. Termination.
-----------
(a) Termination of this Agreement. This Agreement (excluding any Terms
------------------------------
Agreement) may be terminated for any reason, at any time by either the Company
or the Agents on the giving of 15 days' written notice of such termination to
the other party hereto; provided, however, that the termination of this
Agreement by an Agent shall terminate this Agreement only between such Agent and
the Company and the Company's notice of termination as to any one Agent shall
terminate this Agreement only between itself and such Agent.
24
<PAGE>
(b) Termination of a Terms Agreement. The Agent or Agents party to a
---------------------------------
Terms Agreement may terminate any Terms Agreement, immediately upon notice to
the Company, at any time prior to the Settlement Date relating thereto (i) if
there has been, since the date of such Terms Agreement or since the respective
dates as of which information is given in the Registration Statement, any
material change in the capital stock or long-term debt of the Company or any of
its subsidiaries or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general affairs,
consolidated financial position or consolidated results of operations of the
Company, whether or not arising in the ordinary course of business, or (ii) if
there shall have occurred any outbreak or escalation of hostilities or other
calamity or crisis the effect of which on the financial markets of the United
States is such as to make it, in the reasonable judgment of the Agent or Agents
party to such Terms Agreement (after consultation with the Company),
impracticable to market the Notes subject to such Terms Agreement or enforce
contracts for the sale of such Notes, or (iii) if trading in any securities of
the Company has been suspended by the Commission or a national securities
exchange, or if trading generally on either the American Stock Exchange or the
New York Stock Exchange shall have been suspended other than a temporary
suspension in trading (not to exceed two hours) to provide for an orderly
market, or minimum or maximum prices for trading have been fixed, or maximum
ranges for prices for securities have been required, by either of said exchanges
or by order of the Commission or any other governmental authority, or if a
banking moratorium shall have been declared by federal or New York authorities
or if a banking moratorium shall have been declared by the relevant authorities
in the country or countries of origin of any foreign currency or currencies in
which the Notes subject to such Terms Agreement are denominated and/or payable,
or (iv) if the rating assigned by any nationally recognized securities rating
agency to any debt securities of the Company as of the date of any Terms
Agreement shall have been lowered since that date or if any such rating agency
shall have publicly announced since that date that it has placed any debt
securities of the Company on what is commonly termed a "watch list" for possible
downgrading, or (v) if the Prospectus, at the time it was required to be
delivered to a purchaser of Notes subject to such Terms Agreement, contained an
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances existing at the time of such delivery, not misleading.
(c) General. In the event of any such termination, no party will have
--------
any liability to any other party hereto, except that (i) each Agent shall be
entitled to any commission earned in accordance with the third paragraph of
Section 3(a) hereof, (ii) if at the time of termination (a) the Agents shall own
any Notes purchased pursuant to a Terms Agreement with the intention of
reselling them or (b) an offer to purchase any of the Notes has been accepted by
the Company but the time of delivery to the purchaser or its agent of the Note
or Notes relating thereto has not occurred, the obligations set forth in Section
5 hereof and the covenants set forth in Sections 4 and 7 hereof shall remain in
effect until such Notes are so resold or delivered, as the case may be
(provided, however, that, except as provided in clause (iii) below, the
Company's obligations pursuant to Sections 4 and 7 hereof shall in any event
terminate no later than the date that is fifteen days (nine months with respect
to subsections (e) and (i) of Section 4 hereof) after the time of such
termination), and (iii) the covenant set forth in Section 4(g) hereof, the
indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and
the provisions of Sections 10, 11 and 15 hereof shall remain in effect.
25
<PAGE>
SECTION 13. Notices.
-------
Unless otherwise provided herein, all notices required under the terms
and provisions hereof shall be in writing, either delivered by hand, by mail or
by telex, by telecopier or by telegram, and any such notice shall be effective
when received at the address specified below.
If to the Company:
Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
Attention: Treasurer
Telecopy: (212) 310-2873
If to Chase:
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, NY 10017-2070
Attention: Medium-Term Note Desk
Telecopy: (212) 834-6081
If to Goldman Sachs:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Credit Department
Telecopy: (212) 363-7609
If to Lazard:
Lazard Freres & Co. LLC
30 Rockefeller Plaza
New York, New York 10020
Attention: Syndicate Department
Telecopy: (212) 632-6060
If to Merrill Lynch & Co.:
26
<PAGE>
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy: (212) 449-2234
If to J.P. Morgan:
J.P. Morgan Securities Inc.
60 Wall Street
New York, New York 10260
Attention: Transactioin Execution Group 5th Floor
Telecopy: (212) 648-5151
If to Salomon:
Salomon Smith Barney Inc.
Medium-Term Note Department
388 Greenwich Street, 34th Floor
New York, New York 10013
Telecopy: (212) 516-7912
or at such other address as such party may designate from time to time by notice
duly given in accordance with the terms of this Section 13.
SECTION 14. Governing Law.
-------------
This Agreement and all the rights and obligations of the parties shall
be governed by and construed in accordance with the laws of the State of New
York applicable to agreements made and to be performed in such State.
SECTION 15. Parties.
-------
This Agreement shall inure to the benefit of and be binding upon the
Agents and the Company and their respective successors. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 8 and 9 hereof and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the parties
hereto and their respective successors and said controlling persons, officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Notes shall be deemed to
be a successor by reason merely of such purchase.
SECTION 16. Counterparts.
------------
This Agreement may be executed in several counterparts, each of which
shall be deemed an original hereof.
27
<PAGE>
SECTION 17. Captions.
--------
The captions in this Agreement are for convenience of reference only
and shall not define or limit any of the terms or the provisions hereof.
SECTION 18. Additional Agents.
-----------------
Notwithstanding anything contrary contained in this Agreement, the
Company may from time to time appoint one or more additional agents (each, an
"Additional Agent" and collectively, the "Additional Agents") in accordance with
the following provisions:
(a) Appointment of Agent. The Company may appoint an
---------------------
Additional Agent or Agents, to act as an agent pursuant to the terms and
conditions set forth in this Agreement, provided that (i) such Additional Agent
shall deliver to the Company a letter substantially in the form of Exhibit B-1
hereto, and (ii) the Company shall have delivered to such Additional Agent a
letter substantially in the form of Exhibit C-1 hereto.
(b) Notice of Appointment of Additional Agents. The Company
-------------------------------------------
shall promptly notify the Agents of any such appointment pursuant to subsection
(a) of this Section 18 by supplying to such parties a copy of the applicable
letter or letters.
(c) Effect of Appointment. Upon satisfaction by the Company
----------------------
and any Additional Agent of the provisions of subsections 18(a) and (b) of this
Section 18, such Additional Agent shall be deemed to be an Agent hereunder and
all references to "Agent" in this Agreement shall be deemed to include such
additional Agent from and after the date such provisions are satisfied and such
appointment is effective.
If the foregoing is in accordance with the Agents' understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument along with all counterparts will become a binding agreement
between the Agents and the Company in accordance with its terms.
Very truly yours,
COLGATE-PALMOLIVE COMPANY
By:
------------------------
Name:
Title:
Accepted:
CHASE SECURITIES INC.
By:
----------------------------
Name:
Title:
28
<PAGE>
GOLDMAN, SACHS & CO.
By:
--------------------------------
(Goldman, Sachs & Co.)
LAZARD FRERES & CO. LLC
By:
--------------------------------
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:
---------------------------------
Name:
Title:
J.P. MORGAN SECURITIES INC.
By:
---------------------------------
Name:
Title:
SALOMON SMITH BARNEY INC.
By:
--------------------------------
Authorized Signatory
29
<PAGE>
Exhibit A
The following terms, if applicable, shall be agreed to by the Agents
and the Company pursuant to each Terms Agreement:
Principal Amount: $
------
(or principal amount of foreign or composite currency)
Stated Maturity Date:
Specified Currency:
Exchange Rate Agent:
Authorized Denomination:
Original Issue Date:
Trade Date:
Issue Price: %
---
Agent's Discount or Commission:
Settlement Date and Time:
Interest Rate or Formula:
If Fixed Rate Note:
Interest Rate:
Interest Payment Dates:
Day Count Convention:
[ ] 30/360 for the period from to .
------- --------
[ ] Actual/360 for the period from to .
------- --------
[ ] Actual/Actual for the period from to .
------- --------
If Floating Rate Note:
Interest Calculation:
[ ] Regular Floating Rate Note
[ ] Floating Rate/Fixed Rate Note
Fixed Rate Commencement Date:
Fixed Interest Rate:
[ ] Inverse Floating Rate Note
Fixed Interest Rate:
Interest Rate Basis(es):
If LIBOR,
__ LIBOR Reuters Page:
__ LIBOR Telerate Page:
Designated LIBOR Currency:
If CMT Rate,
Designated CMT Telerate Page:
If Telerate Page 7052:
__ Weekly Average
__ Monthly Average
Designated CMT Maturity Index:
30
<PAGE>
Initial Interest Rate:, if any:
Initial Interest Reset Date:
Spread and/or Spread Multiplier, if any:
Interest Reset Dates:
Interest Payment Dates:
Regular Record Dates:
Index Maturity:
Minimum Interest Rate, if any:
Interest Rate Reset Period:
Interest Payment Period:
Calculation Agent:
Day Count Convention:
[ ] 30/360 for the period from to .
------ ------
[ ] Actual/360 for the period from to .
------- --------
[ ] Actual/Actual for the period from to .
------- ------
If Redeemable:
Initial Redemption Date:
Initial Redemption Percentage:
Annual Redemption Percentage
Reduction, if any:
If Repayable:
Optional Repayment Dates:
Repayment Price:
Additional/Other Terms:
Also, in connection with the purchase of Notes from the Company by one or more
Agents as principal, agreement as to whether the following will be required:
o Officers' Certificate pursuant to Section 7(b) of the Distribution Agreement.
o Legal Opinion pursuant to Section 7(c) of the Distribution Agreement.
o Comfort Letter pursuant to Section 7(d) of the Distribution Agreement.
o Stand-off Agreement pursuant to Section 4(j) of the Distribution Agreement.
o Legal Opinion of counsel to the Agents pursuant to Section 5(b)(2) of the
Distribution Agreement.
31
<PAGE>
SCHEDULE A
As compensation for the services of the Agents hereunder, the
Company shall pay the applicable Agent, on a discount basis, a commission for
the sale of each Note by such Agent equal to the principal amount of such Note
multiplied by the appropriate percentage set forth below:
Maturity Ranges Percent of Principal Amount
---------------------------
From 1 year to less than 18 months......................... .150
From 18 months to less than 2 years........................ .200
From 2 years to less than 3 years.......................... .250
From 3 years to less than 4 years.......................... .350
From 4 years to less than 5 years.......................... .450
From 5 years to less than 6 years.......................... .500
From 6 years to less than 7 years.......................... .550
From 7 years to less than 10 years......................... .600
From 10 years to less than 15 years........................ .625
From 15 years to less than 20 years........................ .700
From 20 years to 30 years.................................. .750
Beyond 30 years............................................To be negotiated
32
<PAGE>
EXHIBIT B-1
FORM OF LETTER APPOINTING ADDITIONAL AGENT - PROGRAM
----------------------------------------------------
[ ], 2000
To: Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022
Attention: Treasurer
Re: Medium-Term Notes of Colgate-Palmolive
Company (the "Company")
---------------------------------------
Dear Sirs:
We refer to Section 18(a) of the Distribution Agreement dated April __,
2000 entered into with respect to the distribution of the Company's Medium-Term
Notes (the "Notes"), and made between the Company and the Agents party thereto
(which agreement, as amended from time to time, is herein referred to as the
"Distribution Agreement").
Conditions Precedent
- --------------------
We confirm that we are in receipt of the documents referenced below:
(i) a copy of the Distribution Agreement;
(ii) copies of such documents referenced in the
Distribution Agreement as we have
reasonably requested; and
(iii) side letters in a form approved by us from
the legal counsel referred to in Section
5(b)(1) and 5(b)(2), if required, of the
Distribution Agreement addressed to us and
giving us the full benefit of the existing
legal opinions.
For the purposes of Section 13 of the Distribution Agreement, our name,
address, telephone and telecopy number for the service of notices are as
follows:
[insert name, address, telecopy number and attention]
In consideration of the Company appointing us as an Agent under the
Distribution Agreement, we hereby undertake, for the benefit of the Company and
each of the other Agents, that we will perform and comply with all the duties
and obligations expressed to be assumed by an Agent under the Distribution
Agreement.
33
<PAGE>
This letter is governed by, and shall be construed in accordance with,
the laws of the State of New York applicable to agreements made and to be
performed wholly within such State.
Very truly yours,
[NAME OF NEW AGENT]
By:
Name:
Title:
34
<PAGE>
EXHIBIT C-1
FORM OF COMPANY LETTER
----------------------
[ ], 2000
To: [NAME AND ADDRESS OF NEW AGENT]
Re: Medium-Term Notes of Colgate-Palmolive
Company (the "Company")
Dear Sirs:
We refer to the Distribution Agreement dated April __, 2000 (such
agreement, as amended from time to time, the "Distribution Agreement") entered
into with respect to the distribution of the Company's Medium Term Notes (the
"Notes") and hereby acknowledge receipt of your letter to us dated .
In accordance with Section 18(a) of the Distribution Agreement, we
hereby confirm that, with effect from the date hereof, you shall become a party
to the Distribution Agreement, vested with all the authority, rights, powers,
duties and obligations of an Agent as if originally named as an Agent under the
Distribution Agreement.
Very truly yours,
COLGATE-PALMOLIVE COMPANY
By:
Name:
Title:
cc: [Other Agents party to the
Distribution Agreement]
35
<PAGE>
EXHIBIT 4.2
[FACE OF NOTE]
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL NOTE AND THE FOLLOWING LEGENDS APPLY:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
<TABLE>
<CAPTION>
<S> <C> <C>
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FXR-___ $
</TABLE>
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES D
(Fixed Rate)
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL ISSUE DATE: INTEREST RATE: % STATED MATURITY DATE:
INTEREST PAYMENT DATE(S) [ ] CHECK IF DISCOUNT NOTE
[ ] _______ and ______ Issue Price: %
[ ] Other:
INITIAL REDEMPTION INITIAL REDEMPTION * ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE
REDUCTION: %
HOLDER'S OPTIONAL REPAYMENT
DATE(S):
</TABLE>
- -------------------
*If an Initial Redemption Date is specified above, (i) the Redemption Price will
initially be the Initial Redemption Percentage specified above and shall
decline at each anniversary of the Initial Redemption Date shown above by the
Annual Redemption Percentage Reduction specified above until the Redemption
Price is 100% of such principal amount, and (ii) this Note may be redeemed
either in whole or from time to time in part except if the following box is
marked, this Note may be redeemed in whole only [ ]. If no Initial Redemption
Date is specified above, this Note may not be redeemed prior to Maturity.
<PAGE>
AUTHORIZED DENOMINATION: SPECIFIED CURRENCY:
[ ] $1,000 and integral
multiples thereof
[ ] Other:
ADDENDUM ATTACHED OTHER ADDITIONAL PROVISIONS:
[ ] Yes
[ ] No
2
<PAGE>
Colgate-Palmolive Company, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to , or registered assigns, the
Principal Amount of , on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any
earlier date of acceleration of maturity) (each such date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at the Interest Rate per
annum specified above, until the principal hereof is paid or duly made available
for payment.
The Company will pay interest in arrears on each Interest Payment Date
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue Date
-------- -------
occurs between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the registered holder (the
"Holder") of this Note on the Record Date with respect to such second Interest
Payment Date. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.
Interest on this Note will accrue from, and including, the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
from and including, the Original Issue Date if no interest has been paid or duly
provided for, to but excluding, such Interest Payment Date or the Maturity Date,
as the case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the "Record Date"); provided,
--------
however, that interest payable on the Maturity Date will be payable to the
- -------
Person to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for on any
Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable
to the Holder on the close of business on any Record Date and, may either be
paid to the Person in whose name this Note (or one or more Predecessor
Securities) is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note by the
Trustee not less than 10 calendar days prior to such Special Record Date or may
be paid at any time in any other lawful manner, all as more fully provided for
in the Indenture.
Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note [(and, with respect to any applicable
repayment of this Note, upon delivery of a duly completed election form as
contemplated on the reverse hereof)] at the office of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York, New York in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts. Payment of interest due on
any Interest Payment Date other than the Maturity Date will be made at the
aforementioned office of the Trustee or, at the option of the Company, by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register maintained by the Trustee; provided, however,
-------- -------
that a Holder of [U.S.$10,000,000 or more in aggregate principal amount of Notes
(whether having identical or different terms and provisions) shall, at the
option of the Company, ] be entitled to receive interest payments on such
Interest Payment Date by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not less than 15 calendar days prior to such Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.
If any Interest Payment Date or the Maturity Date falls on a day that is
not a Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date, as the
case may be, and no interest shall accrue with respect to such payment for the
period from and after such Interest Payment Date or the Maturity Date, as the
case may be, to the date of such payment on the next succeeding Business Day.
As used herein, "Business Day" means, unless otherwise specified above,
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which commercial banks are authorized or required by law,
3
<PAGE>
regulation or executive order to close in The City of New York; provided,
however, that, with respect to non-United States dollar-denominated notes, the
day is also not a day on which commercial banks are authorized or required by
law, regulation or executive order to close in the Principal Financial Center,
as defined below, of the country issuing the specified currency or, if the
specified currency is euro, the day is also a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
"Principal Financial Center" means, unless otherwise specified on the face
hereof, the capital city of the country issuing the specified currency except,
in each case, that with respect to United States dollars, Australian dollars,
Canadian dollars, Deutsche marks, Dutch guilders, Italian lire, Portuguese
escudos, South African rand and Swiss francs, the "Principal Financial Center"
will be The City of New York, Sydney and (solely in the case of the specified
currency) Melbourne, Toronto, Frankfurt, Amsterdam, Milan, London (solely in the
case of the Designated LIBOR Currency) Johannesburg and Zurich, respectively.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
4
<PAGE>
IN WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to
be duly executed by one of its duly authorized officers.
COLGATE-PALMOLIVE COMPANY
By: ________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By____________________________
Authorized Signatory
5
<PAGE>
[REVERSE OF NOTE]
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES D
(Fixed Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under a Senior Indenture,
dated as of September 15, 1992, as amended, modified or supplemented from time
to time (the "Indenture"), between the Company and The Bank of New York, as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes, Series D, Due One Year or More From
Date of Issue" (the "Notes"). All terms used but not defined in this Note or in
an Addendum hereto shall have the meanings assigned to such terms in the
Indenture or on the face hereof, as the case may be.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S. $1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.
Except as otherwise provided in the Indenture and as set forth below, the
Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a global Note, this Note is
exchangeable only if (i) the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for this global Note and a
successor depositary is not appointed by the Company within 60 days after the
Depositary notifies the Company, (ii) the Company in its sole discretion
determines that this global Note shall be exchangeable for certificated Notes of
this series in registered form or (iii) an Event of Default with respect to the
Notes represented hereby has occurred and is continuing.
Unless otherwise specified on the face hereof in accordance with the
provisions of the following two paragraphs, this Note will not be subject to any
sinking fund and will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S. $1,000
unless otherwise specified above (provided that any remaining principal amount
hereof shall be at least U.S. $1,000 unless otherwise specified above), at the
Redemption Price (as defined below), together with unpaid interest accrued
hereon to the date fixed for redemption (the "Redemption Date"), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note of like tenor for the unredeemed portion hereof and otherwise having the
same terms and provisions as this Note shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall be the
Initial Redemption Percentage specified on the face hereof (as adjusted by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof as
set forth below) multiplied by the principal amount of this Note to be redeemed.
This Note may be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S. $1,000 (provided that any
remaining principal amount hereof shall be at least U.S. $1,000), at a repayment
price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the "Repayment Date").
For this Note to be repaid in whole or in part at the option of the Holder
hereof, the Trustee must receive at its corporate trust office not more than 60
nor less than 30 calendar days prior to the Repayment Date, this Note with the
form entitled "Option to Elect Repayment" below duly completed. Exercise of such
repayment option by the Holder hereof shall be irrevocable. In the event of
repayment of this Note in part only, a
6
<PAGE>
new Note of like tenor for the unrepaid portion hereof and otherwise having the
same terms and provisions as this Note shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender hereof.
If the Discount Note box is checked above, the amount payable to the Holder
of this Note in the event of redemption, repayment or acceleration of maturity
will be equal to the sum of (i) the Issue Price specified on the face hereof
(increased by any accruals of the Discount, as defined below, and reduced by any
amounts of principal previously paid) and, in the event of any redemption of
this Note (if applicable), multiplied by the Initial Redemption Percentage (as
adjusted by the Annual Redemption Percentage Reduction, if applicable) and (ii)
any unpaid interest accrued hereon to the Redemption Date, Repayment Date or
date of acceleration of maturity, as the case may be. The difference between the
Issue Price specified above and 100% of the principal amount of this Note is
referred to herein as the "Discount".
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause the yield on the Note to be
constant. The constant yield will be calculated using a 30-day month, 360-day
year convention, a compounding period that, except for the Initial Period (as
defined below), corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period) and an assumption that
the maturity of this Note will not be accelerated. If the period from the
Original Issue Date to the initial Interest Payment Date (the "Initial Period")
is shorter than the compounding period for this Note, a proportionate amount of
the yield for an entire compounding period will be accrued. If the Initial
Period is longer than the compounding period, then such period will be divided
into a regular compounding period and a short period, with the short period
being treated as provided in the preceding sentence.
If an Event of Default shall occur and be continuing, the principal of the
Notes may be accelerated in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of any series of Debt Securities to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of each
series of Debt Securities at the time outstanding, adversely affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the outstanding Debt Securities of
each series, on behalf of the Holders of Debt Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Notes of Authorized Denominations and for the same aggregate
principal amount with the same terms and provisions, will be issued by the
Company to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, if
payable in U.S. dollars, only in denominations of U.S.$1,000 and any integral
multiple of U.S. $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series of a different authorized
denomination, as required by the Holder surrendering the same.
7
<PAGE>
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
Capitalized terms used herein without definition which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
8
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this Note, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ________ Custodian ______
TEN ENT - as tenants by the entireties (Cust)
(Minor)
JT TEN - as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants ______________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
----------------------------------
9
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------------
- ---------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- -------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing
- -------------------------------------------------------------------------------
Attorney to transfer this Note on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------------------- ------------------------------------------
----------------------------- ------------------------------------------
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular,
without alteration or enlargement or
any change whatsoever.
10
<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at --------
- -------------------------------------------------------------------------------.
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
[101 Barclay Street, New York, New York 10286] not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S. $1,000 unless
otherwise specified in the Note) (provided that any remaining principal amount
shall be at least U.S. $1,000 unless otherwise specified in the Note) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be U.S. $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
Principal Amount
to be Repaid: $---------------------- -------------------------------------
Dated: --------------------------------- Notice: The signature(s) on this
Option to Elect Repayment must
correspond with the name(s) as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
11
<PAGE>
EXHIBIT 4.3
[FACE OF NOTE]
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED BELOW) IS THE DEPOSITORY
TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY, THIS NOTE IS A
GLOBAL SECURITY AND THE FOLLOWING LEGENDS APPLY:
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO MATURITY" AND "INITIAL
ACCRUAL PERIOD" (COMPUTED UNDER THE APPROXIMATE METHOD) BELOW WILL BE COMPLETED
SOLELY FOR THE PURPOSES OF APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT RULES.
<TABLE>
<CAPTION>
<S> <C> <C>
REGISTERED CUSIP No.: PRINCIPAL AMOUNT:
No. FLR-____ $
</TABLE>
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES D
(Floating Rate)
<TABLE>
<CAPTION>
<S> <C> <C>
INTEREST RATE BASIS ORIGINAL ISSUE DATE: STATED MATURITY DATE:
OR BASES:
IF LIBOR: IF CMT RATE:
[ ] LIBOR Reuters Page: [ ] Telerate Page 7051
[ ] Telerate Page 7052
[ ] LIBOR Telerate Page: [ ] Weekly Average
[ ] Monthly Average
Designated LIBOR
Currency:
INDEX MATURITY: INITIAL INTEREST RATE: % INTEREST PAYMENT DATE(S):
INDEX CURRENCY: INITIAL INTEREST RESET DATE: INTEREST RATE RESET PERIOD:
SPREAD (PLUS OR SPREAD MULTIPLIER:
MINUS):
INTEREST DETERMINATION REGULAR RECORD DATES:
DATES:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MINIMUM INTEREST RATE: % MAXIMUM INTEREST RATE: % INTEREST RESET DATE(S):
INITIAL REDEMPTION INITIAL REDEMPTION *ANNUAL REDEMPTION
DATE: PERCENTAGE: % PERCENTAGE REDUCTION: %
HOLDER'S OPTIONAL CALCULATION AGENT: [ ] CHECK IF DISCOUNT NOTE
REPAYMENT DATE(S): Issue Price %
SPECIFIED CURRENCY: EXCHANGE RATE AGENT:
INTEREST CATEGORY: DAY COUNT CONVENTION:
[ ] Regular Floating Rate Note [ ] 30/360 for the period
[ ] Floating Rate/Fixed Rate Note from to .
Fixed Rate Commencement Date: [ ] Actual/360 for the period
Fixed Interest Rate: % from to .
[ ] Inverse Floating Rate Note [ ] Actual/Actual for the period
Fixed Interest Rate: % from to .
Applicable Interest Rate Basis:
AUTHORIZED DENOMINATION:
[ ] $1,000 and integral multiples
thereof
[ ] Other:
ADDENDUM ATTACHED
[ ] Yes
[ ] No
OTHER/ADDITIONAL PROVISIONS:
</TABLE>
- -----------------
*If an Initial Redemption Date is specified above, (i) the Redemption Price will
initially be the Initial Redemption Percentage specified above and shall
decline at each anniversary of the Initial Redemption Date shown above by the
Annual Redemption Percentage Reduction specified above until the Redemption
Price is 100% of such principal amount, and (ii) this Note may be redeemed
either in whole or from time to time in part except if the following box is
marked, this Note may be redeemed in whole only [ ]. If no Initial Redemption
Date is specified above, this Note may not be redeemed prior to Maturity.
2
<PAGE>
COLGATE-PALMOLIVE COMPANY, a Delaware corporation (the "Company", which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay, to , or registered assigns, the
Principal Amount of , on the Stated Maturity Date specified above (or any
Redemption Date or Repayment Date, each as defined on the reverse hereof, or any
earlier date of acceleration of maturity) (each such date being hereinafter
referred to as the "Maturity Date" with respect to the principal repayable on
such date) and to pay interest thereon (and on any overdue principal, premium
and/or interest to the extent legally enforceable) at a rate per annum equal to
the Initial Interest Rate specified above until the Initial Interest Reset Date
specified above and thereafter at a rate determined in accordance with the
provisions specified above and on the reverse hereof or in an Addendum hereto
with respect to one or more Interest Rate Bases specified above until the
principal hereof is paid or duly made available for payment.
The Company will pay interest in arrears on each Interest Payment Date
specified above (each, an "Interest Payment Date"), commencing with the first
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Maturity Date; provided, however, that if the Original Issue Date
-------- -------
occurs between a Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date next succeeding the Original Issue Date to the registered holder (the
"Holder") of this Note on the Record Date with respect to such second Interest
Payment Date.
Interest on this Note will accrue from, and including, the most recent
Interest Payment Date to which interest has been paid or duly provided for or,
from and including, the Original Issue Date if no interest has been paid or duly
provided for, to but excluding, such Interest Payment Date or the Maturity Date,
as the case may be (each, an "Interest Period"). The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Note (or one
or more Predecessor Securities) is registered at the close of business on the
fifteenth calendar day (whether or not a Business Day, as defined below)
immediately preceding such Interest Payment Date (the "Record Date"); provided,
--------
however, that interest payable on the Maturity Date will be payable to the
- -------
person to whom the principal hereof and premium, if any, hereon shall be
payable. Any such interest not so punctually paid or duly provided for on any
Interest Payment Date ("Defaulted Interest") shall forthwith cease to be payable
to the Holder on the close of business on any Record Date and may either be paid
to the Person in whose name this Note (or one or more Predecessor Securities) is
registered at the close of business on a special record date (the "Special
Record Date") for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note by the Trustee
not less than 10 calendar days prior to such Special Record Date or may be paid
at any time in any other lawful manner, all as more fully provided for in the
Indenture.
Payment of principal, premium, if any, and interest in respect of this Note
due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this Note [(and, with respect to any applicable
repayment of this Note, upon delivery of a duly completed election form as
contemplated on the reverse hereof)] at the office of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York, New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payment of interest due
on any Interest Payment Date other than the Maturity Date will be made at the
aforementioned office of the Trustee or, at the
3
<PAGE>
option of the Company, by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register maintained by the
Trustee; provided, however, that a Holder of [U.S.$10,000,000 or more in
-------- -------
aggregate principal amount of Notes (whether having identical or different terms
and provisions) shall, at the option of the Company,] be entitled to receive
interest payments on such Interest Payment Date by wire transfer of immediately
available funds if appropriate wire transfer instructions have been received in
writing by the Trustee not less than 15 calendar days prior to such Interest
Payment Date. Any such wire transfer instructions received by the Trustee shall
remain in effect until revoked by such Holder.
If any Interest Payment Date other than the Maturity Date would otherwise
be a day that is not a Business Day, such Interest Payment Date shall be
postponed to the next succeeding Business Day, except that if LIBOR or EURIBOR
is an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If the Maturity Date falls on a day that is not a
Business Day, the required payment of principal, premium, if any, and/or
interest shall be made on the next succeeding Business Day with the same force
and effect as if made on such Interest Payment Date or Maturity Date, as the
case may be, payment was due, and no interest shall accrue with respect to such
payment for the period from and after the Date to the date of such payment on
the next succeeding Business Day.
As used herein, "Business Day" means, unless otherwise specified above, any
day, other than a Saturday or Sunday, that is neither a legal holiday nor a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in The City of New York; provided, however, that with
-------- -------
respect to non-United States dollar-denominated notes, the day is also not a day
on which commercial banks are authorized or required by law, regulation or
executive order to close in the Principal Financial Center of the country
issuing the specified currency or, if the specified currency is euro, the day is
also a day on which the Trans-European Automated Real-Time Gross Settlement
Express Transfer (TARGET) System is open; provided, further, that, with respect
to floating rate notes as to which LIBOR is an applicable Interest Rate Basis,
the day is also a London Banking Day and that, with respect to floating rate
notes as to which EURIBOR is an applicable Interest Rate Basis, the day is also
a day on which the TARGET System is open.
"London Banking Day" means a day on which commercial banks are open for
business, including dealings in the Designated LIBOR Currency, in London.
"Principal Financial Center" means (1) the capital city of the country
issuing the specified currency, or (2) the capital city of the country to which
the Designated LIBOR Currency relates, except, in each case, that with respect
to United States dollars, Australian dollars, Canadian dollars, Deutsche marks,
Dutch guilders, Italian lire, Portuguese escudos, South African rand and Swiss
francs, the "Principal Financial Center" will be The City of New York, Sydney
and (solely in the case of the specified currency) Melbourne, Toronto,
Frankfurt, Amsterdam, Milan, London (solely in the case of the Designated LIBOR
Currency), Johannesburg and Zurich, respectively.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof and, if so specified on the face hereof, in an Addendum
hereto, which further provisions shall have the same force and effect as if set
forth on the face hereof.
4
<PAGE>
Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other/Additional Provisions" apply to this Note as specified above, this Note
shall be subject to the terms set forth in such Addendum or such
"Other/Additional Provisions".
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized officers, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
5
<PAGE>
IN WITNESS WHEREOF, Colgate-Palmolive Company has caused this Note to
be duly executed by one of its duly authorized officers.
COLGATE-PALMOLIVE COMPANY
By ___________________________________
Title:
Dated:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Debt Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By _______________________________________________
Authorized Signatory
6
<PAGE>
[REVERSE OF NOTE]
COLGATE-PALMOLIVE COMPANY
MEDIUM-TERM NOTE, SERIES D
(Floating Rate)
This Note is one of a duly authorized series of Debt Securities (the "Debt
Securities") of the Company issued and to be issued under a Senior Indenture,
dated as of September 15, 1992, as amended, modified or supplemented from time
to time (the "Indenture"), between the Company and The Bank of New York, as
trustee (the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities, and of the terms upon which the Debt Securities are, and
are to be, authenticated and delivered. This Note is one of the series of Debt
Securities designated as "Medium-Term Notes, Series D, Due One Year or More From
Date of Issue" (the "Notes"). All terms used but not defined in this Note or in
an Addendum hereto shall have the meanings assigned to such terms in the
Indenture or on the face hereof, as the case may be.
This Note is issuable only in registered form without coupons in minimum
denominations of U.S.$1,000 and integral multiples thereof or other Authorized
Denomination specified on the face hereof.
Except as otherwise provided in the Indenture and as set forth below, the
Notes will be issued in global form only, registered in the name of the
Depositary or its nominee and ownership of the Notes shall be maintained in
book-entry form by the Depositary for the accounts of participating
organizations of the Depositary. If this Note is a global note, this Note is
exchangeable only if (i) the Depositary notifies the Company that is unwilling
or unable to continue as Depositary for this global Note and a successor
depositary is not appointed by the Company with 60 days after the Depositary
notifies the Company, (ii) the Company in its sole discretion determines that
this global Note shall be exchangeable for certificated Notes of this series in
registered form or (iii) an Event of Default with respect to the Notes
represented hereby has occurred and is continuing.
Unless otherwise specified on the face hereof in accordance with the
provisions of the following two paragraphs, this Note will not be subject to any
sinking fund and will not be redeemable or repayable prior to the Stated
Maturity Date.
This Note will be subject to redemption at the option of the Company on any
date on or after the Initial Redemption Date, if any, specified on the face
hereof, in whole or from time to time in part in increments of U.S.$1,000 unless
otherwise specified above (provided that any remaining principal amount hereof
shall be at least U.S.$1,000 unless otherwise specified above), at the
Redemption Price (as defined below), together with unpaid interest accrued
hereon to the date fixed for redemption (the "Redemption Date"), on written
notice given to the Holder hereof (in accordance with the provisions of the
Indenture) not more than 60 nor less than 30 calendar days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note of like tenor for the unredeemed portion hereof and otherwise having the
same terms and provisions as this Note shall be issued by the Company in the
name of the Holder hereof upon the presentation and surrender hereof.
7
<PAGE>
Unless otherwise specified above, the "Redemption Price" shall be the
Initial Redemption Percentage specified on the face hereof (as adjusted by the
Annual Redemption Percentage Reduction, if any, specified on the face hereof as
set forth below) multiplied by the principal amount of this Note to be redeemed.
This Note may be subject to repayment by the Company at the option of the
Holder hereof on the Optional Repayment Date(s), if any, specified on the face
hereof, in whole or in part in increments of U.S.$1,000 (provided that any
remaining principal amount hereof shall be at least U.S.$1,000), at a repayment
price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (the "Repayment Date").
For this Note to be repaid in whole or in part at the option of the Holder
hereof, the Trustee must receive at its corporate trust office not more than 60
nor less than 30 calendar days prior to the Repayment Date, this Note with the
form thereon entitled "Option to Elect Repayment" below duly completed. Exercise
of such repayment option by the Holder hereof shall be irrevocable. In the event
of repayment of this Note in part only, a new Note of like tenor for the
unrepaid portion hereof and otherwise having the same terms and provisions as
this Note shall be issued by the Company in the name of the Holder hereof upon
the presentation and surrender hereof.
If the Discount Note box is checked above, the amount payable to the Holder
of this Note in the event of redemption, repayment or acceleration of maturity
of this Note will be equal to the sum of (i) the Issue Price specified on the
face hereof (increased by any accruals of the Discount, as defined below, and
reduced by any amounts of principal previously paid) and, in the event of any
redemption of this Note (if applicable), multiplied by the Initial Redemption
Percentage (as adjusted by the Annual Redemption Percentage Reduction, if
applicable) and (ii) any unpaid interest accrued hereon to the Redemption Date,
Repayment Date or date of acceleration of maturity, as the case may be. The
difference between the Issue Price specified above and 100% of the principal
amount of this Note is referred to herein as the "Discount."
For purposes of determining the amount of Discount that has accrued as of
any Redemption Date, Repayment Date or date of acceleration of maturity of this
Note, such Discount will be accrued so as to cause an assumed yield on the Note
to be constant. The assumed constant yield will be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Period (as defined below), corresponds to the shortest period between
Interest Payment Dates (with ratable accruals within a compounding period), a
coupon rate equal to the initial interest rate applicable to this Note and an
assumption that the maturity of this Note will not be accelerated. If the period
from the Original Issue Date to the initial Interest Payment Date (the "Initial
Period") is shorter than the compounding period for this Note, a proportionate
amount of the yield for an entire compounding period will be accrued. If the
Initial Period is longer than the compounding period, then such period will be
divided into a regular compounding period and a short period, with the short
period being treated as provided in the preceding sentence.
The interest rate borne by this Note will be determined as follows:
(i) Unless the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note" or an "Inverse Floating Rate
Note" or the face hereof specifies that either "Other/Additional
Provisions" or an Addendum hereto applies, in each case, relating to a
different interest rate formula, this Note shall be designated as a
8
<PAGE>
"Regular Floating Rate Note" and, except as set forth below or specified on
the face hereof or in an Addendum hereto, shall bear interest at the rate
determined by reference to the applicable Interest Rate Basis or Bases (a)
plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any, in each case as specified on the face hereof.
Commencing on the Initial Interest Reset Date, the rate at which interest
on this Note shall be payable shall be reset as of each Interest Reset Date
specified on the face hereof; provided, however, that the interest rate in
-------- -------
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate.
(ii) If the Interest Category of this Note is specified on the face
hereof as a "Floating Rate/Fixed Rate Note", then, except as set forth
below or specified on the face hereof or in an Addendum hereto, this Note
shall bear interest at the rate determined by reference to the applicable
Interest Rate Basis or Bases (a) plus or minus the Spread, if any, and/or
(b) multiplied by the Spread Multiplier, if any, in each case as specified
on the face hereof. Commencing on the Initial Interest Reset Date, the rate
at which interest on this Note shall be payable shall be reset as of each
Interest Reset Date; provided, however, that (y) the interest rate in
-------- -------
effect for the period, if any, from the Original Issue Date to the Initial
Interest Reset Date shall be the Initial Interest Rate and (z) the interest
rate in effect for the period commencing on the Fixed Rate Commencement
Date specified on the face hereof to the Maturity Date shall be the Fixed
Interest Rate specified on the face hereof or, if no such Fixed Interest
Rate is specified, the interest rate in effect hereon on the day
immediately preceding the Fixed Rate Commencement Date.
(iii) If the Interest Category of this Note is specified on the face
hereof as an "Inverse Floating Rate Note", then, except as set forth below
or specified on the face hereof or in an Addendum hereto, this Note shall
bear interest at the Fixed Interest Rate minus the rate determined by
reference to the applicable Interest Rate Basis or Bases (a) plus or minus
the Spread, if any, and/or (b) multiplied by the Spread Multiplier, if any,
in each case as specified on the face hereof; provided, however, that the
-------- -------
interest rate hereon shall not be less than zero. Commencing on the Initial
Interest Reset Date, the rate at which interest on this Note shall be
payable shall be reset as of each Interest Reset Date; provided, however,
-------- -------
that the interest rate in effect for the period, if any, from the Original
Issue Date to the Initial Interest Reset Date shall be the Initial Interest
Rate.
Except as set forth above or specified on the face hereof or in an Addendum
hereto, the interest rate in effect on each day shall be (i) if such day is an
Interest Reset Date, the interest rate determined as of the Interest
Determination Date (as defined below) immediately preceding such Interest Reset
Date or (ii) if such day is not an Interest Reset Date, the interest rate
determined as of the Interest Determination Date immediately preceding the most
recent Interest Reset Date; provided, however, that the interest rate in effect
-------- -------
for the period, if any, from the Original Issue Date to the Initial Interest
Reset Date shall be the Initial Interest Rate. If any Interest Reset Date would
otherwise be a day that is not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding Business Day, except that if LIBOR or EURIBOR
is an applicable Interest Rate Basis and such Business Day falls in the next
succeeding calendar month, such Interest Reset Date shall be the immediately
preceding Business Day. In addition, if the Treasury Rate is an applicable
Interest Rate Basis and the Interest Determination Date would otherwise fall on
an Interest Reset Date, then such Interest Reset Date will be postponed to the
next succeeding Business Day.
9
<PAGE>
The interest rate applicable to each Interest Reset Period commencing on
the related Interest Reset Date will be determined by the Calculation Agent as
of the applicable Interest Determination Date and will be calculated by the
Calculation Agent on or prior to the Calculation Date (as defined below). The
"Interest Determination Date" with respect to the CD Rate, the CMT Rate, the
Commercial Paper Rate and EURIBOR will be the second Business Day immediately
preceding the applicable Interest Reset Date; the "Interest Determination Date"
with respect to the Federal Funds Rate and the Prime Rate will be the Business
Day immediately preceding the applicable Interest Reset Date; the "Interest
Determination Date" with respect to the Eleventh District Cost of Funds Rate
shall be the last working day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of San Francisco (the
"FHLB of San Francisco") publishes the Index (as defined below); and the
"Interest Determination Date" with respect to LIBOR shall be the second London
Banking Day immediately preceding the applicable Interest Reset Date. The
"Interest Determination Date" with respect to the Treasury Rate shall be the day
in the week in which the applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally auctioned (Treasury Bills are
normally sold at an auction held on Monday of each week, unless such Monday is a
legal holiday, in which case the auction is normally held on the immediately
succeeding Tuesday, although such auction may be held on the preceding Friday);
provided, however, that if an auction is held on the Friday of the week
- -------- -------
preceding the applicable Interest Reset Date, the "Interest Determination Date"
shall be such preceding Friday, provided, further, that if an auction falls on
-------- -------
any Interest Reset Date, the related "Interest Determination Date" shall be the
first Business Day following the auction. If the interest rate of this Note is
determined with reference to two or more Interest Rate Bases specified on the
face hereof, the "Interest Determination Date" pertaining to this Note shall be
the most recent Business Day which is at least two Business Days prior to the
applicable Interest Reset Date on which each Interest Rate Basis is
determinable. Each Interest Rate Basis shall be determined as of such date, and
the applicable interest rate shall take effect on the related Interest Reset
Date.
Unless otherwise specified on the face hereof or in an Addendum hereto, the
rate with respect to each Interest Rate Basis will be determined in accordance
with the applicable provisions below.
CD Rate. If an Interest Rate Basis for this Note is specified on the face
-------
hereof as the CD Rate, the CD Rate shall be determined as of the applicable
Interest Determination Date (a "CD Rate Interest Determination Date") as the
rate on such date for negotiable United States dollar certificates of deposit
having the Index Maturity as published in H.15(519) (as defined below) under the
heading "CDs (secondary market)", or, if not published by 3:00 P.M., New York
City time, on the related Calculation Date, the rate on such CD Rate Interest
Determination Date for negotiable United States dollar certificates of deposit
of the Index Maturity as published in H.15 Daily Update (as hereinafter
defined), or such other recognized electronic source used for the purpose of
displaying such rate, under the caption "CDs (secondary market)." If such rate
is not yet published in H.15(519), H.15 Daily Update or another recognized
electronic source by 3:00 P.M., New York City time, on the related Calculation
Date, then the CD Rate on such CD Rate Interest Determination Date will be
calculated by the Calculation Agent specified on the face hereof and will be the
arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York
City time, on such CD Rate Interest Determination Date, of three leading
non-bank dealers in negotiable United States dollar certificates of deposit in
The City of New York selected by the Calculation Agent for negotiable United
States dollar certificates of deposit of major United States money market banks
for negotiable United States dollar certificates of
10
<PAGE>
deposit with a remaining maturity closest to the Index Maturity in an amount
that is representative for a single transaction in that market at that time;
provided, however, that if the dealers so selected by the Calculation Agent are
- -------- -------
not quoting as mentioned in this sentence, the CD Rate determined as of such CD
Rate Interest Determination Date will be the CD Rate in effect on such CD Rate
Interest Determination Date.
"H.15(519)" means the weekly statistical release designated as such, or any
successor publication, published by the Board of Governors of the Federal
Reserve System.
"H.15 Daily Update" means the daily update of H.15(519), available through
the world-wide-web site of the Board of Governors of the Federal Reserve System
at http://www.bog.frb.fed.us/releases/h15/update, or any successor site or
publication.
CMT Rate. If an Interest Rate Basis for this Note is specified on the face
--------
hereof as the CMT Rate, the CMT Rate shall be determined as of the applicable
Interest Determination Date (a "CMT Rate Interest Determination Date") as the
CMT Rate plus or minus the Spread, if any, or multiplied by the Spread
Multiplier, if any, as specified above. "CMT Rate" means with respect to any CMT
Rate Interest Determination Date:
(i) if CMT Telerate Page 7051 is specified above, the percentage equal to
the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above as published in H.15(519) under the caption
"Treasury Constant Maturities", as the yield is displayed on Bridge Telerate,
Inc., or any successor service, on page 7051, or any other page as may replace
page 7051 on that service ("Telerate Page 7051"), for such CMT Rate Interest
Determination Date. If such rate does not appear on Telerate Page 7051, the CMT
Rate on such CMT Rate Interest Determination Date will be the percentage equal
to the yield for United States Treasury securities at "constant maturity" having
the Index Maturity specified above and for such CMT Rate Interest Determination
Date as published in H.15(519) under the caption "Treasury Constant Maturities".
If such rate does not appear in H.15(519), the CMT Rate on such CMT Rate
Interest Determination Date will be the rate on such CMT Rate Interest
Determination Date for the period of the Index Maturity specified above as may
then be published by either the Federal Reserve System Board of Governors or the
United States Department of the Treasury that the Calculation Agent determines
to be comparable to the rate which would otherwise have been published in
H.15(519). If the Federal Reverse System Board of Governors or the United States
Department of the Treasury does not publish a yield on United States Treasury
securities at "constant maturity" having the Index Maturity specified above for
such CMT Rate Interest Determination Date, the CMT Rate on such CMT Rate
Interest Determination Date will be calculated by the Calculation Agent and will
be a yield to maturity based on the arithmetic mean of the secondary market bid
prices at approximately 3:30 P.M., New York City time, on such CMT Rate Interest
Determination Date of three leading primary United States government securities
dealers in The City of New York (each, a "Reference Dealer") selected by the
Calculation Agent from five Reference Dealers and eliminating the highest
quotation (or, in the event of equality, one of the highest) and the lowest
quotation (or, in the event of equality, one of the lowest) for United States
Treasury securities with an original maturity equal to the Index Maturity
specified above, a remaining term to maturity no more than 1 year shorter than
the Index Maturity specified above and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be based on the arithmetic mean of
the
11
<PAGE>
bid prices obtained and neither the highest nor the lowest of such quotations
will be eliminated. If fewer than three prices are provided as requested, the
CMT Rate on such CMT Rate Interest Determination Date will be calculated by the
Calculation Agent and will be a yield to maturity based on the arithmetic mean
of the secondary market bid prices as of approximately 3:30 P.M., New York City
time, on such CMT Rate Interest Determination Date of three Reference Dealers
selected by the Calculation Agent from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation (or, in the event of
equality, one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest) for United States Treasury securities with an
original maturity greater than the Index Maturity specified above, a remaining
term to maturity closest to the Index Maturity specified above, and in a
principal amount that is representative for a single transaction in such
securities in such market at such time. If fewer than five but more than two
such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be based
on the arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of the quotations will be eliminated; provided, however, that if
fewer than three such prices are provided as requested, the CMT Rate determined
as of such CMT Rate Interest Determination Date will be the CMT Rate in effect
on such CMT Rate Interest Determination Date. If two such United States Treasury
securities with an original maturity greater than the Index Maturity specified
above have remaining terms to maturity equally close to the Index Maturity
specified above, the quotes for the Treasury security with the shorter original
term to maturity will be used.
(ii) if CMT Telerate Page 7052 is specified above, the percentage equal to
the one-week or one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
above as published in H.15(519) opposite the caption "Treasury Constant
Maturities", as such yield is displayed on Bridge Telerate, Inc., or any
successor service, on page 7052, or any other page as may replace page 7052 on
that service ("Telerate Page 7052"), for the week or month, as applicable, ended
immediately preceding the week or month, as applicable, in which such CMT Rate
Interest Determination Date falls. If such rate does not appear on Telerate Page
7052, the CMT Rate on such CMT Rate Interest Rate Determination Date will be the
percentage equal to the one-week or one-month, as specified above, average yield
for United States Treasury securities at "constant maturity" having the Index
Maturity specified above and for the week or month, as applicable, preceding
such CMT Rate Interest Determination Date as published in H.15(519) opposite the
caption "Treasury Constant Maturities". If such rate does not appear in
H.15(519), the CMT Rate on such CMT Rate Interest Determination Date will be the
one-week or one-month, as specified above, average yield for United States
Treasury securities at "constant maturity" having the Index Maturity specified
above as otherwise announced by the Federal Reserve Bank of New York for the
week or month, as applicable, ended immediately preceding the week or month, as
applicable, in which such CMT Rate Interest Determination Date falls. If the
Federal Reserve Bank of New York does not publish a one-week or one-month, as
specified above, average yield on United States Treasury securities at "constant
maturity" having the Index Maturity specified above for the applicable week or
month, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market bid prices at approximately 3:30 P.M.,
New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five such Reference
Dealers selected by the Calculation Agent and eliminating the highest quotation
(or, in the event of equality, one of the highest) and the lowest
12
<PAGE>
quotation (or, in the event of equality, one of the lowest) for United States
Treasury securities with an original maturity equal to the Index Maturity
specified above, a remaining term to maturity no more than 1 year shorter than
the Index Maturity specified above and in a principal amount that is
representative for a single transaction in such securities in such market at
such time. If fewer than five but more than two such prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be based on the arithmetic mean of
the bid prices obtained and neither the highest nor the lowest of such
quotations will be eliminated. If fewer than three prices are provided as
requested, the CMT Rate on such CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately 3:30
P.M., New York City time, on such CMT Rate Interest Determination Date of three
Reference Dealers selected by the Calculation Agent from five Reference Dealers
selected by the Calculation Agent and eliminating the highest quotation (or, in
the event of equality, one of the highest) and the lowest quotation (or, in the
event of equality, one of the lowest) for United States Treasury securities with
an original maturity greater than the Index Maturity specified above, a
remaining term to maturity closest to the Index Maturity specified above and in
a principal amount that is representative for a single transaction in such
securities in such market at such time. If fewer than five but more than two
such prices are provided as requested, the CMT Rate on such CMT Rate Interest
Determination Date will be calculated by the Calculation Agent and will be based
on the arithmetic mean of the bid prices obtained and neither the highest or the
lowest of such quotations will be eliminated; provided, however, that if fewer
than three such prices are provided as requested, the CMT Rate determined as of
such CMT Rate Interest Determination Date will be the CMT Rate in effect on such
CMT Rate Interest Determination Date. If two United States Treasury securities
with an original maturity greater than the Index Maturity specified above have
remaining terms to maturity equally close to the Index Maturity specified above,
the quotes for the United States Treasury security with the shorter original
remaining term to maturity will be used.
Commercial Paper Rate. If an Interest Rate Basis for this Note is specified
---------------------
on the face hereof as the Commercial Paper Rate, the Commercial Paper Rate shall
be determined as of the applicable Interest Determination Date (a "Commercial
Paper Rate Interest Determination Date") as the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the Index Maturity
as published in H.15(519) under the caption "Commercial Paper-Nonfinancial" or,
if not so published by 3:00 P.M., New York City time, on the related Calculation
Date, the Money Market Yield of the rate on such Commercial Paper Rate Interest
Determination Date for commercial paper having the Index Maturity as published
in H.15 Daily Update, or such other recognized electronic source used for the
purpose of displaying such rate, under the caption "Commercial
Paper-Nonfinancial." If such rate is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on such Calculation Date, then the Commercial Paper Rate on such Commercial
Paper Rate Interest Determination Date will be calculated by the Calculation
Agent and shall be the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 A.M., New York City time, on such Commercial Paper
Rate Interest Determination Date of three leading dealers of United States
dollar commercial paper in The City of New York selected by the Calculation
Agent for commercial paper having the Index Maturity placed for industrial
issuers whose bond rating is "Aa", or the equivalent, from a nationally
recognized statistical rating organization; provided, however, that if the
-------- -------
dealers so selected by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate determined as of such
13
<PAGE>
Commercial Paper Rate Interest Determination Date will be the Commercial Paper
Rate in effect on such Commercial Paper Rate Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage) calculated
in accordance with the following formula:
Money Market Yield = D X 360 X 100
---------------------------------
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the applicable Interest Reset Period.
Eleventh District Cost of Funds Rate. If an Interest Rate Basis for this
------------------------------------
Note is specified on the face hereof as the Eleventh District Cost of Funds
Rate, the Eleventh District Cost of Funds Rate shall be determined as of the
applicable Interest Determination Date (an "Eleventh District Cost of Funds Rate
Interest Determination Date") as the rate equal to the monthly weighted average
cost of funds for the calendar month immediately preceding the month in which
such Eleventh District Cost of Funds Rate Interest Determination Date falls, as
set forth under the caption "11th District" on the display on Bridge Telerate,
Inc. (or any successor service) on page 7058 or any other page as may replace
such page on such service ("Telerate Page 7058") as of 11:00 A.M., San Francisco
time, on such Eleventh District Cost of Funds Rate Interest Determination Date.
If such rate does not appear on Telerate Page 7058 on such Eleventh District
Cost of Funds Rate Interest Determination Date, then the Eleventh District Cost
of Funds Rate on such Eleventh District Cost of Funds Rate Interest
Determination Date shall be the monthly weighted average cost of funds paid by
member institutions of the Eleventh Federal Home Loan Bank District that was
most recently announced (the "Index") by the FHLB of San Francisco as such cost
of funds for the calendar month immediately preceding such Eleventh District
Cost of Funds Rate Interest Determination Date. If the FHLB of San Francisco
fails to announce the Index on or prior to such Eleventh District Cost of Funds
Rate Interest Determination Date for the calendar month immediately preceding
such Eleventh District Cost of Funds Rate Interest Determination Date, the
Eleventh District Cost of Funds Rate determined as of such Eleventh District
Cost of Funds Rate Interest Determination Date will be the Eleventh District
Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate
Interest Determination Date.
Federal Funds Rate. If an Interest Rate Basis for this Note is specified on
------------------
the face hereof as the Federal Funds Rate, the Federal Funds Rate shall be
determined as of the applicable Interest Determination Date (a "Federal Funds
Rate Interest Determination Date") as the rate on such date for United States
dollar federal funds as published in H.15(519) under the heading "Federal Funds
(Effective)", as such rate is displayed on Bridge Telerate, Inc. (or any
successor service) on page 120 (or any other page as may replace such page on
such service) ("Telerate Page 120"), or, if such rate does not appear on
Telerate page 120 or is not so published by 3:00 P.M., New York City time, on
the Calculation Date, the rate on such Federal Funds Rate Interest Determination
Date for United States dollar federal funds as published in H.15 Daily Update,
or such other recognized electronic source used for the purpose of displaying
such rate, under the caption "Federal Funds (Effective)." If such rate does not
appear on Telerate Page 120 or is not yet published in H.15(519), H.15 Daily
Update or another recognized electronic source by 3:00 P.M., New York City time,
on the related Calculation Date, then the Federal Funds Rate on such
14
<PAGE>
Federal Funds Rate Interest Determination Date shall be calculated by the
Calculation Agent and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds arranged by three
leading brokers of United States dollar federal funds transactions in The City
of New York selected by the Calculation Agent, prior to 9:00 A.M., New York City
time, on such Federal Funds Rate Interest Determination Date; provided, however,
-------- -------
that if the brokers so selected by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate determined as of such Federal
Funds Rate Interest Determination Date will be the Federal Funds Rate in effect
on such Federal Funds Rate Interest Determination Date.
LIBOR. If an Interest Rate Basis for this Note is specified on the face
-----
hereof as LIBOR, LIBOR shall be determined by the Calculation Agent as of the
applicable Interest Determination Date (a "LIBOR Interest Determination Date")
in accordance with the following provisions:
(i) (a) if "LIBOR Telerate" is specified on the face hereof or if neither
"LIBOR Reuters" nor "LIBOR Telerate" is specified on the face hereof as the
method for calculating LIBOR, LIBOR will be the rate for deposits in the
Designated LIBOR Currency having the Index Maturity specified on the face
hereof, commencing on the applicable Interest Reset Date, that appears on the
Designated LIBOR Page (as defined below) as of 11:00 A.M., London time, on such
LIBOR Interest Determination Date; or (b) if "LIBOR Reuters" is specified on the
face hereof, the arithmetic mean of the offered rates (unless the Designated
LIBOR Page (as defined below) by its terms provides only for a single rate, in
which case such single rate will be used) for deposits in the Designated LIBOR
Currency having the Index Maturity, commencing on the applicable Interest Reset
Date immediately following such Interest Determination Date, that appear (or, if
only a single rate is required as aforesaid, appears) on the Designated LIBOR
Page as of 11:00 A.M., London time, on such LIBOR Interest Determination Date.
If fewer than two such offered rates so appear, or if no such rate so appears,
as applicable, LIBOR on such LIBOR Interest Determination Date shall be
determined in accordance with the provisions described in clause (ii) below.
(ii) With respect to a LIBOR Interest Determination Date on which fewer
than two offered rates appear, or no rate appears, as the case may be, on the
Designated LIBOR Page as specified in clause (i) above, the Calculation Agent
shall request the principal London offices of each of four major reference banks
in the London interbank market, as selected by the Calculation Agent, to provide
the Calculation Agent with its offered quotation for deposits in the Designated
LIBOR Currency for the period of the Index Maturity, commencing on the
applicable Interest Reset Date immediately following such Interest Determination
Date, to prime banks in the London interbank market at approximately 11:00 A.M.,
London time, on such LIBOR Interest Determination Date and in a principal amount
that is representative for a single transaction in the Designated LIBOR Currency
in such market at such time. If at least two such quotations are so provided,
then LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean
of such quotations. If fewer than two such quotations are so provided, then
LIBOR on such LIBOR Interest Determination Date will be the arithmetic mean of
the rates quoted at approximately 11:00 A.M., in the applicable Principal
Financial Center (as defined below), on such LIBOR Interest Determination Date
by three major banks in such Principal Financial Center selected by the
Calculation Agent for loans in the Designated LIBOR Currency to leading European
banks, having the Index Maturity and in a principal amount that is
representative for a single transaction in the Designated LIBOR Currency in such
market at such time; provided, however, that if the banks so selected by the
-------- -------
Calculation Agent are not quoting as
15
<PAGE>
mentioned in this sentence, LIBOR determined as of such LIBOR Interest
Determination Date shall be LIBOR in effect on such LIBOR Interest Determination
Date.
"Designated LIBOR Currency" means the currency specified on the face hereof
as to which LIBOR shall be calculated or, if no such currency is specified on
the face hereof, United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is specified on the
face hereof, the display on the Reuter Monitor Money Rates Service (or any
successor service) on the page specified on the face hereof (or any other page
as may replace such page on such service) for the purpose of displaying the
London interbank rates of major banks for the Designated LIBOR Currency, or (b)
if "LIBOR Telerate" is specified on the face hereof or neither "LIBOR Reuters"
nor "LIBOR Telerate" is specified on the face hereof as the method for
calculating LIBOR, the display on Bridge Telerate, Inc. (or any successor
service) on the page specified on the face hereof (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency.
EURIBOR. If an Interest Rate Basis for this Note is specified on the face
-------
hereof as EURIBOR, EURIBOR shall be determined as of the applicable Interest
Determination Date (a "EURIBOR Interest Determination Date") as (i) the rate for
deposits in euros as sponsored, calculated and published jointly by the European
Banking Federation and ACI - The Financial Market Association, or any company
established by the joint sponsors for purposes of compiling and publishing those
rates, having the Index Maturity, commencing on the applicable Interest Reset
Date, as that rate appears on Bridge Telerate, Inc., or any successor service,
on page 248 or any other page as may replace that specified page on that service
("Telerate Page 248") as of 11:00 A.M., Brussels time, on the applicable
Interest Determination Date, or (ii) if the rate referred to in clause (i) does
not appear on Telerate Page 248, or is not so published by 11:00 A.M., Brussels
time, on the applicable Interest Determination Date, the rate calculated by the
Calculation Agent as the arithmetic mean of at least two quotations obtained by
the Calculation Agent after requesting the principal Euro-zone (as defined
below) offices of four major banks in the Euro-zone interbank market, in the
European interbank market, to provide the Calculation Agent with its offered
quotation for deposits in euros for the period of the Index Maturity, commencing
on the applicable Interest Reset Date, to prime banks in the Euro-zone interbank
market at approximately 11:00 A.M., Brussels time, on the applicable Interest
Determination Date and in a principal amount not less than the equivalent of
U.S. $1 million in euros that is representative for a single transaction in euro
in that market at that time, or (iii) if fewer than two quotations referred to
in clause (ii) are so provided, the rate on the applicable Interest
Determination Date calculated by the Calculation Agent as the arithmetic mean of
the rates quoted at approximately 11:00 A.M., Brussels time, on such Interest
Determination Date by four major banks in the Euro-zone for loans in euro to
leading European banks, having the Index Maturity, commencing on the applicable
Interest Reset Date and in a principal amount not less than the equivalent of
U.S. $1 million in euros that is representative for a single transaction in
euros in that market at that time, or (iv) if the banks so selected by the
Calculation Agent are not quoting as mentioned in clause (iii), EURIBOR in
effect on the applicable Interest Determination Date.
"Euro-zone" means the region comprised of member states of the European
Union that adopt the single currency in accordance with the treaty establishing
the European Community, as amended by the treaty on European Union.
16
<PAGE>
Prime Rate. If an Interest Rate Basis for this Note is specified on the
----------
face hereof as the Prime Rate, the Prime Rate shall be determined as of the
applicable Interest Determination Date (a "Prime Rate Interest Determination
Date") as the rate on such date as such rate is published in H.15(519) under the
caption "Bank Prime Loan" or, if not published by 3:00 P.M., New York City time,
on the related Calculation Date, the rate on such Prime Rate Interest
Determination Date as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying such rate, under the
caption "Bank Prime Loan", or if such rate is not yet published in H.15(519),
H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York
City time, on the related Calculation Date, the Prime Rate determined as of such
Prime Rate Interest Determination Date shall be calculated by the Calculation
Agent as the arithmetic mean of the rates of interest publicly announced by at
least four banks that appear on the Reuters Screen US PRIME 1 Page (as defined
below) as such bank's prime rate or base lending rate as of 11:00 A.M., New York
City time, on such Prime Rate Interest Determination Date. If fewer than four
such rates so appear on the Reuters Screen US PRIME 1 Page for such Prime Rate
Interest Determination Date, then the Prime Rate determined as of such Prime
Rate Interest Determination Date shall be calculated by the Calculation Agent as
the arithmetic mean of the prime rates or base lending rates quoted on the basis
of the actual number of days in the year divided by a 360-day year as of the
close of business on such Prime Rate Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent; provided,
--------
however, that if the banks or trust companies so selected by the Calculation
- -------
Agent are not quoting as mentioned in this sentence, the Prime Rate determined
as of such Prime Rate Interest Determination Date will be the Prime Rate in
effect on such Prime Rate Interest Determination Date.
"Reuters Screen US PRIME 1 Page" means the display on the Reuter Monitor
Money Rates Service (or any successor service) on the "US PRIME 1" page (or such
other page as may replace the US PRIME 1 Page on such service) for the purpose
of displaying prime rates or base lending rates of major United States banks.
Treasury Rate. If an Interest Rate Basis for this Note is specified on the
-------------
face hereof as the Treasury Rate, the Treasury Rate shall be determined as of
the applicable Interest Determination Date (a "Treasury Rate Interest
Determination Date") as the rate from the auction held on such Treasury Rate
Interest Determination Date (the "Auction") of direct obligations of the United
States ("Treasury Bills") having the Index Maturity under the caption
"INVESTMENT RATE" on the display on Bridge Telerate, Inc. (or any successor
service) on page 56 (or any other page as may replace such page on such service)
("Telerate Page 56") or page 57 (or any other page as may replace such page on
such service) ("Telerate Page 57") or, if not so published by 3:00 P.M., New
York City time, on the related Calculation Date, the Bond Equivalent Yield (as
defined below) of the rate for such Treasury Bills as published in H.15 Daily
Update, or other recognized electronic source used for the purpose of displaying
the applicable rate, under the caption "U.S. Government Securities/Treasury
Bills/Auction High." If such rate is not so published in H.15 Daily Update or
another recognized electronic source by 3:00 P.M., New York City time, on the
related Calculation Date, the Treasury Rate determined as of such Treasury Rate
Interest Determination Date shall be Bond Equivalent Yield of the auction rate
of such Treasury Bills as announced by the United States Department of the
Treasury. In the event that such auction rate is not so announced by the United
States Department of Treasury on such Calculation Date, or if no such Auction is
held, then the Treasury Rate determined as of such Treasury Rate Interest
Determination Date shall be the Bond Equivalent Yield of the rate on such
Treasury Rate Interest Determination Date of
17
<PAGE>
Treasury Bills having the Index Maturity as published in H.15(519) under the
caption "U.S. Government Securities/Treasury Bills/Secondary Market" or, if not
yet published by 3:00 P.M., New York City time, on the related Calculation Date,
the rate on such Treasury Rate Interest Determination Date of such Treasury
Bills as published in H.15 Daily Update, or such other recognized electronic
source used for the purpose of displaying such rate, under the caption "U.S.
Government Securities/Treasury Bills/Secondary Market." If such rate is not yet
published in H.15(519), H.15 Daily Update or another recognized electronic
source by 3:00 P.M., New York City time, on the related Calculation Date, then
the Treasury Rate determined as of such Treasury Rate Interest Determination
Date shall be calculated by the Calculation Agent as the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates, as of approximately
3:30 P.M., New York City time, on such Treasury Rate Interest Determination
Date, of three primary United States government securities dealers selected by
the Calculation Agent, for the issue of Treasury Bills with a remaining maturity
closest to the Index Maturity; provided, however, that if the dealers so
-------- -------
selected by the Calculation Agent are not quoting as mentioned in this sentence,
the Treasury Rate determined as of such Treasury Rate Interest Determination
Date shall be the Treasury Rate in effect on such Treasury Rate Interest
Determination Date.
"Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
Bond Equivalent Yield = D X N
------------------------------ X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis, N refers to 365 or 366, as the case may be, and "M" refers
to the actual number of days in the applicable Interest Reset Period.
Any provision contained herein, including the determination of an Interest
Rate Basis, the specification of an Interest Rate Basis, calculation of the
interest rate applicable to this Note, its Interest Payment Dates or any other
matter relating thereto may be modified as specified in an Addendum relating
hereto if so specified above.
Notwithstanding the foregoing, the interest rate hereon shall not be
greater than the Maximum Interest Rate, if any, or less than the Minimum
Interest Rate, if any, specified above. In addition to any maximum Interest Rate
applicable hereto pursuant to the above provisions, the interest rate on this
Note will in no event be higher than the maximum rate permitted by New York law,
as the same may be modified by the United States law of general application.
The Calculation Agent shall calculate the interest rate hereof in
accordance with the foregoing on or before each Calculation Date. At the request
of the Holder hereof, the Calculation Agent will provide to the Holder hereof
the interest rate hereon then in effect and, if determined, the interest rate
which will become effective as of the next Interest Reset Date.
The "Calculation Date", if applicable, pertaining to any Interest
Determination Date shall be the earlier of (i) the tenth calendar day after such
Interest Determination Date or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately
18
<PAGE>
preceding the applicable Interest Payment Date or the Maturity Date, as the case
may be. At the request of the Holder hereof, the Calculation Agent will provide
to the Holder hereof the interest rate hereon then in effect and, if determined,
the interest rate that will become effective as a result of a determination made
for the next succeeding Interest Reset Date.
Accrued interest hereon shall be an amount calculated by multiplying the
principal amount hereof by an accrued interest factor. Such accrued interest
factor shall be computed by adding the interest factor calculated for each day
in the applicable Interest Period. Unless otherwise specified as the Day Count
Convention on the face hereof, the interest factor for each such date shall be
computed by dividing the interest rate applicable to such day by 360 if the CD
Rate, the Commercial Paper Rate, the Eleventh District Cost of Funds Rate, the
Federal Funds Rate, LIBOR, EURIBOR or the Prime Rate is an applicable Interest
Rate Basis or by the actual number of days in the year if the CMT Rate or the
Treasury Rate is an applicable Interest Rate Basis. Unless otherwise specified
as the Day Count Convention on the face hereof, the interest factor for this
Note, if the interest rate is calculated with reference to two or more Interest
Rate Bases, shall be calculated in each period in the same manner as if only the
applicable Interest Rate Basis specified on the face hereof applied.
All percentages resulting from any calculation on this Note shall be
rounded to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or
.09876545) would be rounded to 9.87655% (or .0987655), and all amounts used in
or resulting from such calculation on this Note shall be rounded to the nearest
cent (with one-half cent being rounded upwards).
If an Event of Default shall occur and be continuing, the principal of the
Notes may be accelerated in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of any series of Debt Securities to be
adversely affected thereby at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of each
series of Debt Securities at the time outstanding, adversely affected thereby.
The Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the outstanding Debt Securities of
each series, on behalf of the Holders of Debt Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay principal, premium, if any, and interest in
respect of this Note at the times, places and rate or formula, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of
19
<PAGE>
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of Authorized Denominations and for the same
aggregate principal amount with the same terms and provisions, will be issued by
the Company to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons and, if
payable in U.S. dollars, only in denominations of U.S.$1,000 and any integral
multiple of U.S.$1,000. As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series of a different denomination,
as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary, except as required by law.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES.
Capitalized terms used herein without definition which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
20
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - ______ Custodian _____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act_____________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
----------------------------------
21
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER
IDENTIFYING NUMBER OF ASSIGNEE
---------------------------------------------
---------------------------------------------
---------------------------------------------
- -------------------------------------------------------------------------------
(Please print or typewrite name and address including postal zip code of
assignee)
- -------------------------------------------------------------------------------
this Note and all rights thereunder hereby irrevocably constituting and
appointing
- ---------------------------------------------------------------------- Attorney
to transfer this Note on the books of the Company, with full power of
substitution in the premises.
Dated: --------------------- -----------------------------------------
-----------------------------------------
Notice: The signature(s) on this
Assignment must correspond with the
name(s) as written upon the face of
this Note in every particular,
without alteration or enlargement or
any change whatsoever.
22
<PAGE>
[OPTION TO ELECT REPAYMENT]
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to 100% of the principal amount to be repaid, together with unpaid
interest accrued hereon to the Repayment Date, to the undersigned, at
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its corporate trust
office in the Borough of Manhattan, The City of New York, currently located at
[101 Barclay Street, New York, New York 10286] not more than 60 nor less than 30
calendar days prior to the Repayment Date, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of U.S.$1,000 (provided
that any remaining principal amount shall be at least U.S.$1,000 unless
otherwise specified in the Note) which the Holder elects to have repaid and
specify the denomination or denominations (which shall be U.S.$1,000 or an
integral multiple thereof) of the Notes to be issued to the Holder for the
portion of this Note not being repaid (in the absence of any such specification,
one such Note will be issued for the portion not being repaid).
Principal Amount
to be Repaid: $-------------------------- ----------------------------------
Date: ------------------------------------ Notice: The signature(s) on
this Option to Elect Repayment
must correspond with the
name(s) as written upon the
face of this Note in every
particular, without alteration
or enlargement or any change
whatsoever.
23
<PAGE>
EXHIBIT 5.1
March 30, 2000
Colgate-Palmolive Company
300 Park Avenue
New York, NY 10022
Re: Colgate-Palmolive Company Registration Statement on Form S-3
------------------------------------------------------------
Gentlemen:
This opinion is rendered to you in connection with the above-mentioned
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), for the registration by Colgate-Palmolive Company, a Delaware
corporation (the "Company"), of $800,000,000 aggregate initial offering price of
its debt securities (the "Debt Securities"). The Debt Securities will be issued
pursuant to the provisions of an Indenture (the "Indenture"), dated as of
November 15, 1992, between the Company and The Bank of New York, as trustee (the
"Trustee").
I am Senior Vice President, General Counsel and Secretary of the Company.
For the purposes of this opinion, I have examined originals or copies, the
authenticity of which has been established to my satisfaction, of such documents
and instruments as I have deemed necessary to express the opinion hereinafter
set forth.
Based upon the foregoing, it is my opinion that the Debt Securities, when
duly authorized and executed by the Company and authenticated as provided in the
Indenture, and when duly paid for and delivered pursuant to a sale in the manner
described in the Registration Statement, including the prospectus forming a part
thereof and any prospectus supplement relating to the Debt Securities, will be
valid and binding obligations of the Company.
I consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ ANDREW D. HENDRY
<PAGE>
EXHIBIT 12.1
Dollars in Millions Except Per Share Amounts
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31, 1999
-----------------------------
<S> <C>
Income before income taxes $1,394.6
Add:
Interest on indebtedness and amortization of debt expense and discount or
premium 212.2
Portion of rents representative of interest factor 33.7
Interest on ESOP debt, net of dividends 2.9
Less:
Income of less than fifty-percent-owned subsidiaries (5.3)
--------
Income as adjusted $1,638.1
========
Fixed Charges:
Interest on indebtedness and amortization of debt expense and discount or
premium 212.2
Portion of rents representative of interest factor 33.7
Interest on ESOP debt, net of dividends 2.9
Capitalized interest 11.8
--------
Total fixed charges $ 260.6
========
Ratio of earnings to fixed charges 6.3
========
</TABLE>
In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 long-term notes due through 2009 bearing an average interest rate
of 8.7%. These notes are guaranteed by the Company. Interest incurred on the
ESOP's notes was $32.0 in 1999. This interest is funded through preferred and
common stock dividends. The fixed charges presented above include interest on
ESOP indebtedness to the extent it is not funded through preferred and common
stock dividends.
<PAGE>
EXHIBIT 12.1
Dollars in Millions Except Per Share Amounts
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------------------
<S> <C>
Income before income taxes $1,250.1
Add:
Interest on indebtedness and amortization of debt expense and discount or
premium 204.5
Portion of rents representative of interest factor 34.2
Interest on ESOP debt, net of dividends 3.2
Less:
Income of less than fifty-percent-owned subsidiaries (5.3)
--------
Income as adjusted $1,486.7
========
Fixed Charges:
Interest on indebtedness and amortization of debt expense and discount or
premium $ 204.5
Portion of rents representative of interest factor 34.2
Interest on ESOP debt, net of dividends 3.2
Capitalized interest 12.3
--------
$ 254.2
========
Total fixed charges
Ratio of earnings to fixed charges 5.8
========
</TABLE>
In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 long-term notes due through 2009 bearing an average interest rate
of 8.7%. These notes are guaranteed by the Company. Interest incurred on the
ESOP's notes was $32.5 in 1998. This interest is funded through preferred and
common stock dividends. The fixed charges presented above include interest on
ESOP indebtedness to the extent it is not funded through preferred and common
stock dividends.
<PAGE>
EXHIBIT 12.1
Dollars in Millions Except Per Share Amounts
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31, 1997
----------------------------
<S> <C>
Income before income taxes $1,102.3
Add:
Interest on indebtedness and amortization of debt expense and discount or
premium 231.6
Portion of rents representative of interest factor 31.5
Interest on ESOP debt, net of dividends 3.2
Less:
Income of less than fifty-percent-owned subsidiaries (5.6)
--------
Income as adjusted $1,363.0
========
Fixed Charges:
Interest on indebtedness and amortization of debt expense and discount or
premium $ 231.6
Portion of rents representative of interest factor 31.5
Interest on ESOP debt, net of dividends 3.2
Capitalized interest 10.0
--------
Total fixed charges $ 276.3
========
Ratio of earnings to fixed charges 4.9
========
</TABLE>
In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 long-term notes due through 2009 bearing an average interest rate
of 8.6%. These notes are guaranteed by the Company. Interest incurred on the
ESOP's notes was $33.0 in 1997. This interest is funded through preferred and
common stock dividends. The fixed charges presented above include interest on
ESOP indebtedness to the extent it is not funded through preferred and common
stock dividends.
<PAGE>
EXHIBIT 12.1
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Dollars in Millions (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31, 1996
----------------------------
<S> <C>
Income before income taxes $ 954.6
Add:
Interest on indebtedness and amortization of debt expense and discount or
premium 231.7
Portion of rents representative of interest factor 31.1
Interest on ESOP debt, net of dividends 2.4
Less:
Income of less than fifty-percent-owned subsidiaries (7.8)
--------
Income as adjusted $1,212.0
========
Fixed Charges:
Interest on indebtedness and amortization of debt expense and discount or
premium $ 231.7
Portion of rents representative of interest factor 31.1
Interest on ESOP debt, net of dividends 2.4
Capitalized interest 12.7
--------
Total fixed charges $ 277.9
========
Ratio of earnings to fixed charges 4.4
========
</TABLE>
In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 long-term notes due through 2009 bearing an average interest rate
of 8.6%. These notes are guaranteed by the Company. Interest incurred on the
ESOP's notes was $33.5 in 1996. This interest is funded through preferred and
common stock dividends. The fixed charges presented above include interest on
ESOP indebtedness to the extent it is not funded through preferred and common
stock dividends.
<PAGE>
EXHIBIT 12.1
COLGATE-PALMOLIVE COMPANY
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Dollars in Millions (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31, 1995
----------------------------
<S> <C>
Income before income taxes and cumulative effect on prior
years of accounting changes $363.5
Add:
Interest on indebtedness and amortization of debt expense and discount or
premium 236.0
Portion of rents representative of interest factor 30.6
Interest on ESOP debt, net of dividends 2.2
Less:
Income of less than fifty-percent-owned subsidiaries (7.3)
------
Income as adjusted $625.0
======
Fixed Charges:
Interest on indebtedness and amortization of debt expense and discount or
premium $236.0
Portion of rents representative of interest factor 30.6
Interest on ESOP debt, net of dividends 2.2
Capitalized interest 14.7
------
Total fixed charges $283.5
======
Ratio of earnings to fixed charges 2.2
======
</TABLE>
In June 1989, the Company's leveraged employee stock ownership plan (ESOP)
issued $410.0 long-term notes due through 2009 bearing an average interest rate
of 8.6%. These notes are guaranteed by the Company. Interest incurred on the
ESOP's notes was $33.9 in 1995. This interest is funded through preferred and
common stock dividends. The fixed charges presented above include interest on
ESOP indebtedness to the extent it is not funded through preferred and common
stock dividends.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 1, 2000
included in Colgate-Palmolive Company's Form 10-K for the year ended December
31, 1999 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
----------------------
Arthur Andersen LLP
New York, New York
March 27, 2000
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Jill K. Conway, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ JILL K. CONWAY
----------------------
Name: Jill K. Conway
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ronald E. Ferguson, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ RONALD E. FERGUSON
--------------------------
Name: Ronald E. Ferguson
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Ellen M. Hancock, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ ELLEN M. HANCOCK
-------------------------
Name: Ellen M. Hancock
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, David W. Johnson, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ DAVID W. JOHNSON
------------------------
Name: David W. Johnson
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, John P. Kendall, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ JOHN P. KENDALL
-----------------------
Name: John P. Kendall
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Richard J. Kogan, do hereby make, constitute and appoint Reuben Mark,
Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of them, as
my attorneys-in-fact and agents with full power of substitution for me and in my
name, place and stead, in any and all capacities, to execute for me and on my
behalf a Registration Statement of Colgate-Palmolive Company (the "Company") on
Form S-3, or other appropriate forms relating to the issuance of up to
$800,000,000 aggregate principal amount of Medium-Term Notes and any and all
amendments (including post-effective amendments) to the foregoing Registration
Statement and any other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing necessary and proper to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents and/or any of them, may
lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
/s/ RICHARD J. KOGAN
------------------------
Name: Richard J. Kogan
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, Howard B. Wentz, Jr., do hereby make, constitute and appoint Reuben
Mark, Stephen C. Patrick, Dennis J. Hickey and Andrew D. Hendry, and each of
them, as my attorneys-in-fact and agents with full power of substitution for me
and in my name, place and stead, in any and all capacities, to execute for me
and on my behalf a Registration Statement of Colgate-Palmolive Company (the
"Company") on Form S-3, or other appropriate forms relating to the issuance of
up to $800,000,000 aggregate principal amount of Medium-Term Notes and any and
all amendments (including post-effective amendments) to the foregoing
Registration Statement and any other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary and proper to be done in and about the premises,
as fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents and/or any
of them, may lawfully do or cause to be done by virtue hereof.
In witness whereof, I have executed this Power of Attorney this 9th day of
September, 1999.
s/ HOWARD B. WENTZ, JR.
-------------------------
Name: Howard B. Wentz, Jr.
<PAGE>
Exhibit 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
COLGATE-PALMOLIVE COMPANY
(Exact name of obligor as specified in its charter)
Delaware 13-1815595
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
300 Park Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
Debt Securities
(Title of the indenture securities)
<PAGE>
1. General information. Furnish the following information as to the
Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
la and lb to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 24th day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MARY LAGUMINA
-------------------------------
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
<PAGE>
EXHIBIT 7 FORM T-1
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
ASSETS Dollar Amounts
In Thousands
Cash and balances due from depository
<S> <C>
institutions:
Noninterest-bearing balances and currency and
coin.......................................... $ 6,394,412
Interest-bearing balances....................... 3,966,749
Securities:
Held-to-maturity securities..................... 805,227
Available-for-sale securities................... 4,152,260
Federal funds sold and Securities purchased
under agreements to resell.................... 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income........................................ 37,900,739
LESS: Allowance for loan and
lease losses................................. 572,761
LESS: Allocated transfer risk
reserve...................................... 11,754
Loans and leases, net of unearned income,
allowance, and reserve........................ 37,316,224
Trading Assets................................... 1,646,634
Premises and fixed assets (including capitalized
leases)....................................... 678,439
Other real estate owned.......................... 11,571
Investments in unconsolidated subsidiaries and
associated companies.......................... 183,038
Customers' liability to this bank on acceptances
outstanding..................................... 349,282
Intangible assets................................ 790,558
Other assets..................................... 2,498,658
--------------
Total assets..................................... $60,242,491
==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits:
In domestic offices............................. $26,030,231
Noninterest-bearing............................. 11,348,986
Interest-bearing............................... 14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs........................ 18,530,950
Noninterest-bearing............................. 156,624
Interest-bearing................................ 18,374,326
Federal funds purchased and Securities sold
under agreements to repurchase................ 2,094,678
Demand notes issued to the U.S.Treasury.......... 232,459
Trading liabilities.............................. 2,081,462
Other borrowed money:
With remaining maturity of one year or less..... 863,201
With remaining maturity of more than one year
through three years........................... 449
With remaining maturity of more than three years 31,080
Bank's liability on acceptances executed and
outstanding................................... 351,286
Subordinated notes and debentures................ 1,308,000
Other liabilities................................ 3,055,031
--------------
Total liabilities................................ 54,578,827
==============
EQUITY CAPITAL
Common stock..................................... 1,135,284
Surplus.......................................... 815,314
Undivided profits and capital reserves........... 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities................... ( 15,440)
Cumulative foreign currency translation
adjustments..................................... ( 30,658)
--------------
Total equity capital............................. 5,663,664
--------------
Total liabilities and equity capital............. $60,242,491
==============
</TABLE>
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni ]
Alan R. Griffith ] Directors
Gerald L. Hassell ]
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