Pricing Supplement No. 11 dated March 30, 2005 Rule 424(b)(3)
(To Prospectus dated November 13, 2001 File No. 333-72340
and Prospectus Supplement dated November 13, 2001)
Colgate-Palmolive Company
Medium-Term Notes - Floating Rate
Series E
We are hereby offering to sell Notes having the terms specified below to
you with the assistance of Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley & Co.
Incorporated (the "Agents"), each acting as principal, at a fixed initial
public offering price of 100% of the principal amount.
Principal Amount: $33,203,000 Trade Date: March 30, 2005
Issue Price: 100% Original Issue Date: April 4, 2005
Initial Interest Rate: 2.82% Net Proceeds to Colgate: $32,870,970
Stated Maturity Date: April 4, 2045 Agent's Discount or Commission: $332,030
CUSIP Number: 194 16 QDF 4
Base Rate:
[ ] Certificate of Deposit Rate
[ ] CMT Rate
[ ] Commercial Paper Rate
[ ] Eleventh District Cost of Funds Rate
[X] LIBOR Telerate: Page 3750 [ ] LIBOR Reuters
[ ] Prime Rate
[ ] Treasury Rate
[ ] Other (see attached)
Interest Reset Dates: January 4, April 4, July 4 and October 4 of each year,
commencing on July 4, 2005
Interest Determination Dates: Quarterly, two London Banking Days prior to each
Interest Reset Date
Interest Rate Reset Period: Quarterly
Interest Payment Dates: January 4, April 4, July 4 and October 4 of each year,
commencing on July 4, 2005
Index Maturity: 3 month
Index Currency: US Dollars
Spread: - 0.30%
Spread Multiplier: N/A
Maximum Interest Rate: N/A
Minimum Interest Rate: N/A
Day Count Convention:
[ ] 30/360 for the period from ________ to ________
[X] Actual / 360 for the period from April 4, 2005 to April 4, 2045.
[ ] Actual / Actual for the period from ______ to ______
Redemption: The Notes may be redeemed at the option of Colgate prior
to the stated maturity date. See "Other Provisions -
Optional Redemption" below.
Optional Repayment: The Notes may be repaid at the option of the holders
prior to the stated maturity date. See "Other Provisions
- Optional Repayment" below.
Currency:
Specified Currency: US Dollars
Minimum Denomination: $1,000
Original Issue Discount: [ ] [X] No
Total amount of OID:
Yield to Maturity:
Initial Accrual Period:
Form: [X] Book-entry [ ] Certificated
[X] Other provisions:
Optional Redemption: Colgate may at its option elect to redeem the
Notes, in whole or in part, in increments of $1,000 or
any multiple of $1,000, upon not less than 30 nor more
than 60 days' prior written notice to the holders, on
April 4, 2035 or on any business day thereafter at the
following redemption prices corresponding to the periods
set forth below (expressed as a percentage of the
principal amount of the Notes), together with any accrued
interest to the redemption date:
If Redeemed During
the 12-Month Period Commencing on: Redemption Price
---------------------------------- ----------------
April 4, 2035 105.00%
April 4, 2036 104.50
April 4, 2037 104.00
April 4, 2038 103.50
April 4, 2039 103.00
April 4, 2040 102.50
April 4, 2041 102.00
April 4, 2042 101.50
April 4, 2043 101.00
2
April 4, 2044
and thereafter to, but excluding, maturity 100.50
Optional Repayment: Notwithstanding anything to the contrary contained in the
Prospectus Supplement dated November 13, 2001, the
holders of the Notes may elect to cause Colgate to
repurchase the Notes, in whole or in part, in increments
of $1,000 or any multiple of $1,000, upon not less than
30 nor more than 60 days' prior written notice to
Colgate, on April 4 of each of the years set forth below,
at the amounts corresponding to the years set forth below
(expressed as a percentage of the principal amount of the
Notes), together with any accrued interest to the
repayment date:
Repayment Date Repayment Price
-------------- ---------------
April 4, 2006 98.00%
April 4, 2007 98.00
April 4, 2008 98.00
April 4, 2009 98.00
April 4, 2010 98.00
April 4, 2011 99.00
April 4, 2012 99.00
April 4, 2013 99.00
April 4, 2014 99.00
April 4, 2015 99.00
April 4, 2016 and
April 4 of each third year 100.00
thereafter to maturity
3
The Agents have severally, and not jointly, agreed to purchase from us,
and we have agreed to sell to the Agents, the principal amount of Notes set
forth opposite their respective names.
Agent Principal Amount of Notes
------------------------------------- -------------------------
Merrill Lynch, Pierce, Fenner & Smith $12,000,000
Incorporated
Citigroup Global Markets Inc. 8,553,000
UBS Securities LLC 7,150,000
Morgan Stanley & Co. Incorporated 5,500,000
-----------
Total $33,203,000
===========
Use of Proceeds:
----------------
The net proceeds from the sale of the Notes will be used by Colgate to
retire commercial paper which was issued by Colgate for general corporate
purposes and working capital. As of March 30, 2005, Colgate's outstanding
commercial paper had a weighted average interest rate of 1.99% with maturities
ranging from 1 day to 48 days.
Certain United States Federal Income Tax Considerations:
-------------------------------------------------------
The following discussion supplements the discussion contained in the
Prospectus Supplement dated November 13, 2001 under the heading "Certain United
States Income Federal Tax Considerations." Prospective purchasers of Notes are
advised to consult their own tax advisors with respect to tax matters relating
to the Notes.
Notes Used as Qualified Replacement Property.
Prospective investors seeking to treat the Notes as "qualified replacement
property" for purposes of Section 1042 of the Internal Revenue Code of 1986, as
amended (the "Code"), should be aware that Section 1042 requires the issuer to
meet certain requirements in order for the Notes to constitute qualified
replacement property. In general, qualified replacement property is a security
issued by a domestic corporation that did not, for the taxable year preceding
the taxable year in which such security was purchased, have "passive investment
income" in excess of 25 percent of the gross receipts of such corporation for
such preceding taxable year (the "passive income test"). For purposes of the
passive income test, where the issuing corporation is in control of one or more
corporations or such issuing corporation is controlled by one or more other
corporations, all such corporations are treated as one corporation (the
"affiliated group") when computing the amount of passive investment income
under Section 1042.
Colgate believes that less than 25 percent of its affiliated group's gross
receipts is passive investment income for the taxable year ending December 31,
2004. In making this determination, Colgate has made certain assumptions and
used procedures which it believes are reasonable. Colgate cannot give any
assurance as to whether it will continue to meet the passive income test. It
is, in addition, possible that the Internal Revenue Service may disagree with
the manner in which Colgate has calculated the affiliated group's gross
receipts (including the characterization thereof) and passive investment income
and the conclusions reached herein.
The Notes are a new issue of securities with no established trading
market. No assurance can be given as to whether a trading market for
4
the Notes will develop or as to the liquidity of a trading market for the
Notes. The availability and liquidity of a trading market for the Notes will
also be affected by the degree to which purchasers treat the Notes as qualified
replacement property.
Legal Matters:
--------------
Sidley Austin Brown & Wood LLP, New York, New York has acted as counsel
for Colgate. Mayer Brown Rowe and Maw LLP has acted as counsel for the Agents.
5