Pricing Supplement No. 13 dated November 28, 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 Morgan Stanley & Co. Incorporated, UBS Securities
LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global
Markets Inc. (the "Agents"), each acting as principal, at a fixed initial
public offering price of 100% of the principal amount, together with accrued
interest from October 4, 2005.
Principal Amount: $44,201,000 Trade Date: November 28, 2005
Issue Price: 100%, together with accrued Original Issue Date: December 1, 2005
interest of $268,115.90 in the Net Proceeds to Colgate: $44,027,105.90
aggregate from October 4, 2005 (including accrued interest of $268,115.90
Current Interest Rate: 3.765% in the aggregate from October 4, 2005).
Stated Maturity Date: April 4, 2045 Agent's Discount or Commission: $442,010
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 January 4, 2006
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 January 4, 2006
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
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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
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
thereafter to maturity 100.00
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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
------------------------------------- -------------------------
Morgan Stanley & Co. Incorporated $20,000,000
UBS Securities LLC 12,761,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated 10,000,000
Citigroup Global Markets Inc. 1,440,000
-------------------------
Total $44,201,000
=========================
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 November 25, 2005, Colgate's outstanding
commercial paper had a weighted average interest rate of 4.00% with maturities
ranging from three days to forty-six 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 reopening of the Floating Rate Notes maturing April 4,
2045 and are securities with no established trading market. No assurance can
be given as to whether a trading market for the Notes will develop or as to
the liquidity of a trading market for the Notes. The availability and
liquidity of a
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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.
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