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Pricing
Supplement No. 3 dated May 7, 2008
(To
Prospectus Supplement and Prospectus
dated
September 6, 2005)
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Filed
Pursuant to Rule 424(b)(2)
Registration
No. 333-126987
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Colgate-Palmolive
Company
Medium-Term
Notes - Fixed Rate
Series
F
We are hereby offering to sell Notes
having the terms specified below to you with the assistance of the agents listed
below, each acting as principal (collectively, the “Agents”) for whom Citigroup
Global Markets Inc., Goldman Sachs & Co., J.P. Morgan Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. Incorporated are acting as joint book-running managers, at a fixed initial
public offering price of 99.977% of the principal amount.
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Principal
Amount: $250,000,000
Issue
Price: 99.977%
Interest
Rate: 4.20%
Stated
Maturity Date: May 15, 2013
CUSIP
Number: 19416QDL1
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Trade
Date: May 7, 2008
Original
Issue Date: May 12, 2008
Net
Proceeds to Colgate: $249,067,500
Agent’s
Discount or
Commission: $875,000
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Interest
Payment Dates: May 15 and November 15 of each year, commencing on November 15,
2008
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Redemption:
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The
Notes may be redeemed at the option of Colgate prior to the stated
maturity date. See “Other Provisions – Optional Redemption”
below. |
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Optional
Repayment:
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N/A
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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 at any time or in part
from time to time, at a redemption price equal to the greater of:
(i) 100%
of the principal amount of the Notes to be redeemed; and
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(ii)
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the
sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed (not including any portion of
such payments of interest accrued as of the date of redemption),
discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below), plus 20 basis
points,
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plus
accrued and unpaid interest on the Notes to be redeemed to, but excluding, the
date of redemption. Notwithstanding the foregoing, installments of interest on
the Notes to be redeemed that are due and payable on interest payment dates
falling on or prior to a redemption date will be payable on the interest payment
date to the registered holders as of the close of business on the relevant
record date according to the Notes and the related indenture.
“Comparable
Treasury Issue” means the United States Treasury security selected by the
Quotation Agent (as defined below) as having a maturity comparable to the
remaining term (as measured from the date of redemption) of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.
“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of
four Reference Treasury Dealer Quotations (as defined below) for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (ii) if the Quotation Agent obtains fewer than four of such
Reference Treasury Dealer Quotations, the average of all such quotations, or
(iii) if only one Reference Treasury Dealer Quotation is received, such
quotation.
“Quotation
Agent” means any Reference Treasury Dealer appointed by Colgate.
“Reference
Treasury Dealer” means (i) each of Citigroup Global Markets Inc., Goldman Sachs
& Co., J.P. Morgan Securities Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley & Co. Incorporated (or their
respective affiliates that are Primary Treasury Dealers (as defined below)) and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a “Primary Treasury Dealer”), we will substitute therefor another Primary
Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by
us.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed
in each case as a percentage of its principal amount) quoted in writing to the
Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third business day preceding such redemption date.
“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to
the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the
Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
Notice of
any redemption will be mailed at least 30 days but not more than 60 days before
the redemption date to each holder of the Notes to be redeemed by us or by the
trustee on our behalf; provided that notice of
redemption may be mailed more than 60 days prior to a redemption date if the
notice is issued in connection with a defeasance of the Notes or a satisfaction
and discharge of the Notes. Unless we default in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the Notes or portions thereof called for redemption. If less than all
of the Notes are to be redeemed, the Notes to be redeemed shall be selected by
lot by The Depository Trust Company, in the case of Notes represented by a
global security, or by the trustee by a method the trustee deems to be fair and
appropriate, in the case of Notes that are not represented by a global
security.
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 below.
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Agent
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Principal
Amount of Notes
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Citigroup
Global Markets Inc.
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$ |
35,000,000 |
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Goldman,
Sachs & Co.
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35,000,000 |
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J.P.
Morgan Securities Inc.
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35,000,000 |
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Merrill
Lynch, Pierce, Fenner & Smith
Incorporated
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35,000,000 |
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Morgan
Stanley & Co. Incorporated
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35,000,000 |
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BNP
Paribas Securities Corp.
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20,000,000 |
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Deutsche
Bank Securities Inc.
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20,000,000 |
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HSBC
Securities (USA) Inc.
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20,000,000 |
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The
Williams Capital Group, L.P.
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15,000,000 |
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Total
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$ |
250,000,000 |
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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. As of May 5, 2008, Colgate's
outstanding commercial paper had a weighted average interest rate of 2.167% with
maturities ranging from 1 day to 70 days.
Legal
Matters:
Sidley
Austin llp,
New York, New York has acted as counsel for Colgate. Mayer
Brown LLP
has acted as counsel for the Agents.