Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-126987
PRICING
SUPPLEMENT
(To
Prospectus Supplement and
Prospectus,
each dated September 6, 2005)
€250,000,000
Medium
Term Notes – Fixed Rate
Series
F
4.75%
Notes due 2014
Interest
on the Notes will be payable annually on June 13 of each year,
commencing June 13, 2008. The Notes will mature on June 13,
2014. We may not redeem the Notes prior to maturity unless certain
events occur involving changes in United States taxation, as set forth in
this
pricing supplement. See “Description of the Notes—Redemption for Tax
Reasons.”
The
Notes
will be issued only in minimum denominations of €50,000 and integral multiples
thereof. Each owner of a beneficial interest in a Note will be
required to hold such beneficial interest in a minimum principal amount of
€50,000.
The
Underwriters expect to offer the Notes for sale primarily outside of the
United
States, but may also offer the Notes in the United States.
Application
will be made to list the Notes on the New York Stock Exchange.
Investing
in the Notes involves risks. See “Risk Factors” in the accompanying prospectus
supplement.
|
|
|
Price
to
Public
|
|
Underwriters’
Discount
|
|
Proceeds
to
Company
|
|
Per
Note
|
|
99.714%
|
|
0.350%
|
|
99.364%
|
|
Total
|
|
€249,285,000
|
€875,000
|
€248,410,000
|
The
Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities, or determined if this pricing
supplement or the accompanying prospectus supplement and prospectus are truthful
or complete. Any representation to the contrary is a criminal
offense.
The
Underwriters expect to deliver the Notes to purchasers in book-entry form
only
through the facilities of The Depository Trust Company, Clearstream Banking
société anonyme and Euroclear Bank S.A./N.V. against payment in immediately
available funds on June 13, 2007.
Joint
Book-Running Managers
|
BNP
PARIBAS
|
Citi
|
Deutsche
Bank
|
Merrill
Lynch & Co.
|
Co-Managers
Credit
Suisse Goldman,
Sachs & Co HSBC JPMorgan Morgan
Stanley The Royal
Bank of Scotland plc
June
6,
2007
The
Notes
are offered for sale in those jurisdictions in the United States, Europe,
and
elsewhere where it is lawful to make such offers. See “Offering
Restrictions.”
Pricing
Supplement
|
Page
|
|
|
Use
of Proceeds
|
PS-3
|
|
Description
of the Notes
|
PS-4
|
|
Certain
United States Federal Income Tax Considerations
|
PS-13
|
|
European
Union Tax Reporting and Withholding
|
PS-16
|
|
Supplemental
Plan of Distribution
|
PS-17
|
|
Offering
Restrictions
|
PS-18
|
Prospectus
Supplement
|
|
Page
|
|
Risk
Factors
|
S-3
|
|
Special
Note Regarding Forward-Looking Statements
|
S-5
|
|
Description
of the Notes
|
S-6
|
|
Special
Provisions Relating to Foreign Currency Notes
|
S-26
|
|
Certain
United States Federal Income Tax Considerations
|
S-28
|
|
Plan
of Distribution
|
S-35
|
Prospectus
|
|
Page
|
| 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 |
10
|
| Where You Can Find More Information |
11
|
| Incorporation of Information We File with the SEC |
11
|
| Validity of the Debt Securities |
12
|
| Experts |
12
|
PS-2
The
distribution of this pricing supplement, prospectus supplement and prospectus
and the offering of the Notes in certain jurisdictions may be restricted
by
law. Persons into whose possession this pricing supplement,
prospectus supplement and prospectus come should inform themselves about
and
observe any such restrictions. This pricing supplement, prospectus
supplement and prospectus do not constitute, and may not be used in connection
with an offer or solicitation by anyone in any jurisdiction in which such
offer
or solicitation is not authorized or in which the person making such offer
or
solicitation is not qualified to do so or to any person to whom it is unlawful
to make such offer or solicitation. See “Offering
Restrictions.”
References
herein to “$” and “dollars” are to the currency of the United
States. References to “€” and “euro” are to the currency of the
member states of the European Monetary Union that have adopted or that
adopt the
single currency in accordance with the treaty establishing the European
Community, as amended by the Treaty on European Union.
The
net
proceeds from the sale of the Notes will be used by Colgate to retire commercial
paper which we issued for general corporate purposes and working capital.
As of
June 5, 2007, Colgate's outstanding commercial paper had a weighted average
interest rate of 4.92644% with maturities ranging from 1 day to 91
days.
PS-3
DESCRIPTION
OF THE NOTES
The
following description of the particular terms of the Notes supplements,
and to
the extent inconsistent, replaces the description of the general terms
and
provisions of the notes and the debt securities set forth in the accompanying
prospectus supplement and prospectus.
General
The
Notes
will be issued under an indenture dated as of November 15, 1992, between
Colgate and The Bank of New York, as trustee. The Bank of New York
will also act as paying agent, registrar and exchange agent. The Notes
will be
unsecured and will have the same rank as all of Colgate’s other senior unsecured
debt. The Notes will bear interest from June 13, 2007, at the rate of
interest stated on the cover page of this pricing
supplement. Interest on the Notes will be payable annually on June
13, commencing June 13, 2008, to the persons in whose names such
securities are registered at the close of business on the May 29 preceding
each
June 13. Interest on the Notes will be computed on the basis of the
actual number of days in the period for which interest is being calculated
and
the actual number of days from and including the last date on which interest
was
paid on the Notes (or June 13, 2007 if no interest has been paid on the
Notes),
to but excluding the next scheduled interest payment date. This
payment convention is commonly referred to as ACTUAL/ACTUAL (ICMA). The
Notes
will mature on June 13, 2014.
The
Notes
are not subject to redemption prior to maturity unless certain events occur
involving United States taxation. If any of these special tax events
do occur, the Notes may be redeemed at a redemption price of 100% of their
principal amount plus accrued and unpaid interest to the date of
redemption. See “—Redemption for Tax Reasons.” The Notes
will be issued in denominations of €50,000 and multiples of €50,000 in excess
thereof.
We
may,
without the consent of the holders of Notes, issue additional notes having
the
same ranking and the same interest rate, maturity and other terms as the
Notes,
provided however, that no such additional notes may be issued unless such
additional notes are fungible with the Notes for U.S. federal income tax
purposes. Any additional notes having such similar terms, together
with the Notes, will constitute a single series of notes under the
indenture. No additional notes may be issued if an event of default
has occurred with respect to the Notes.
The
currency of payment for the Notes is the euro. However, payments in
respect of interests in the global Note held through The Depository Trust
Company (the “DTC Global Note”) will be made in U.S. dollars, unless the holder
of a beneficial interest in such Notes elects to receive payment in
euro. See “—Payments in Euro.”
Payments
in Euro
Initial
holders will be required to pay for the Notes in euro. The Bank of
New York, as exchange agent, is prepared to arrange for the conversion
of U.S.
dollars into euro to facilitate payment for the Notes by U.S.
purchasers. Each conversion will be made by The Bank of New York on
the terms and subject to the conditions, limitations and charges as The
Bank of
New York may from time to time establish in accordance with regular foreign
exchange practices, and subject to United States laws and
regulations. All costs of conversion will be borne by the
holder.
PS-4
The
holder of a beneficial interest in the DTC Global Note may elect to receive
any
payment in euro by notifying the participant of The Depository Trust Company
(“DTC”) through which its Notes are held on or prior to the applicable Record
Date of (1) the holder’s election to receive all or a portion of the
payment in euro, and (2) wire transfer instructions for a euro account
located outside of the United States. DTC must be notified by its
participants of an election and wire transfer instructions (1) on or prior
to the third New York Business Day (as defined below) after the Record
Date for
any payment of interest, and (2) on or prior to the fifteenth New York
Business Day prior to the date for any payment of principal. DTC will
notify the paying agent of an election and wire transfer instructions
(1) on or prior to 5:00 p.m. New York City time on the fifth New York
Business Day after the Record Date for any payment of interest, and (2) on
or prior to 5:00 p.m. New York City time on the tenth New York Business
Day
prior to the date for any payment of principal. If complete
instructions are forwarded to DTC through DTC participants and by DTC to
the
paying agent on or prior to such dates, such holder will receive payment
in euro
directly from the paying agent; otherwise, only U.S. dollar payments will
be
made by the paying agent to DTC.
The
term
“Business Day” means any day, other than a Saturday or Sunday, (1) 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
and (2) on which the Trans-European Automated Real-Time Gross Settlement
Express
Transfer (TARGET) System or any successor is open.
The
term
“New York 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.
As
of
December 29, 2006, the $/euro rate of exchange was $1.3199 /€1 and as of June 4,
2007, the $/euro rate of exchange was $1.3490/€1.
Exchange
Rates and Exchange Controls
An
investment in the Notes by a purchaser whose home currency is not the euro
entails significant risks. These risks include the possibility of
significant changes in rates of exchange between the holder’s home currency and
the euro and the possibility of the imposition or modification of foreign
exchange controls. These risks generally depend on factors over which
we have no control, such as economic and political events and the supply
of and
demand for the
PS-5
relevant
currencies. In recent years, rates of exchange between the euro and
certain currencies have been highly volatile, and each holder should be aware
that volatility may occur in the future. Fluctuations in any
particular exchange rate that have occurred in the past, however, are not
necessarily indicative of fluctuations in the rate that may occur during the term of the Notes. Depreciation of
the euro against the holder’s home currency would result in a decrease in the
effective yield of such Note below its coupon rate and, in certain
circumstances, could result in a loss to the holder.
If
the
euro is unavailable to us due to the imposition of exchange controls or other
circumstances beyond our control or the euro is no longer used by the member
states of the European Monetary Union that have adopted the euro as their
currency or for the settlement of transactions by public institutions of
or
within the international banking community, then all payments in respect
of the
Notes will be made in U.S. dollars until the euro is again available to us
or so
used. Any payment in respect of the Notes so made in U.S. dollars
will not constitute an event of default under the indenture.
Applicable
Law and Foreign Currency Judgments
The
Notes
will be governed by and construed in accordance with the internal laws of
the
State of New York. Courts in the United States customarily have not
rendered judgments for money damages denominated in any currency other than
the
U.S. dollar.
Payments
of Additional Amounts
All
payments of principal and interest with respect to the Notes will be made
without withholding or deduction at source for, or on account of, any present
or
future taxes, fees, duties, assessments or governmental charges of whatever
nature imposed or levied by the United States or any political subdivision
or
taxing authority thereof or therein, unless such withholding or deduction
is
required by (i) the laws (or any regulations or rulings promulgated thereunder)
of the United States or any political subdivision or taxing authority thereof
or
therein or (ii) an official position regarding the application, administration,
interpretation or enforcement of any such laws, regulations or rulings
(including, without limitation, a holding by a court of competent jurisdiction
or by a taxing authority in the United States or any political subdivision
thereof). If a withholding or deduction at source is required, we
will, subject to the limitations and exceptions set forth below, pay to a
holder
of Notes on behalf of an owner of a beneficial interest therein (an “Owner”) who
is a United States Alien (as defined herein) such additional amounts
(“Additional Amounts”) as may be necessary so that every net payment of
principal or interest with respect to such Notes after such withholding or
deduction, will not be less than the amount provided for in the
Notes. However, we will not be required to make any payment of
Additional Amounts for or on account of:
(a)
any
tax, fee, duty, assessment or other governmental charge which would not have
been imposed but for
(1)
the existence of any present or
former connection between such Owner (orbetween a fiduciary, settlor,
beneficiary, member or shareholder of, or possessor of apower over, such
Owner,
if such Owner is an estate, trust, partnership or corporation) and the United
States, including, without limitation, such Owner (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen
or
resident
PS-6
thereof
or being or having been present or engaged in trade or business therein or
having or having had a permanent establishment therein, or
(2)
the presentation of a Note for
payment on a date more than 15 days after thedate on which such payment became
due and payable or the date on which paymentthereof is duly provided for,
whichever occurs later;
(b)
any
estate, inheritance, gift, sales, transfer, personal property or similar
tax,
assessment or other governmental charge;
(c)
any
tax, fee, duty, assessment or other governmental charge imposed by reason
of
such Owner’s past or present status as a passive foreign investment company or
controlled foreign corporation with respect to the United States or as a
corporation which accumulates earnings to avoid U.S. federal income
tax;
(d)
any
tax, fee, duty, assessment or other governmental charge which is payable
otherwise than by withholding from payments of principal or interest with
respect to the Notes;
(e)
any
tax, fee, duty, assessment or other governmental charge imposed on interest
received by anyone who owns (actually or constructively) 10% or more of the
total combined voting power of all classes of stock of our company;
(f)
any
tax, fee, duty, assessment or other governmental charge required to be withheld
by any paying agent from any payment of principal or interest with respect
to
any Note, if such payment can be made without such withholding by any other
paying agent with respect to the Notes;
(g)
any
tax, fee, duty, assessment or other governmental charge which would not have
been imposed but for the failure to comply with certification, information
or
other reporting requirements concerning the nationality, residence, identity
or
connection with the United States of the Owner of such Note, if such compliance
is required by statute or by regulation of the U.S. Treasury Department as
a
precondition to relief or exemption from such tax, assessment or other
governmental charge;
(h)
any
tax, assessment or other governmental charge imposed as a result of
such Owner being a bank receiving payments on an extension of credit made
pursuant to a loan agreement entered into in the ordinary course of
business;
(i)
any
tax, assessment or other governmental charge required to be imposed or withheld
on a payment to an individual and such deduction or withholding is required
to
be made pursuant to European Council Directive 2003/48/EC or any law
implementing or complying with, or introduced in order to conform to, such
Directive; or
(j)
any
combination of items (a), (b), (c), (d), (e), (f), (g), (h) and
(i);
nor
shall
Additional Amounts be paid to any holder of a Note, on behalf of any Owner
who
is a fiduciary or partnership or other than the sole Owner to the extent
a
beneficiary or settlor with respect to such fiduciary or a member of such
partnership or Owner would not have been entitled to payment of the Additional
Amounts had such beneficiary, settlor, member or Owner been the sole Owner
of
the Note.
PS-7
The
term
“United States Alien” means any corporation, individual, partnership, trust or
estate that for U.S. federal income tax purposes is a foreign corporation,
nonresident alien individual, a foreign estate or trust or foreign partnership,
one or more members of which is a foreign corporation, non-resident alien
individual or foreign estate or trust.
Whenever
there is mentioned herein, in any context, the payment of the principal of,
or
interest on, or in respect of, a Note, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of such Note and express mention of the payment
of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where
such
express mention is not made.
Redemption
for Tax Reasons
We
may
redeem the Notes in whole, but not in part, at any time at a redemption price
equal to the principal amount thereof, together with accrued and unpaid interest
(if any) to, but excluding, the redemption date (subject to the right of
holders
of record on the relevant record date to receive interest due on the relevant
interest payment date), if we determine, based upon a written opinion of
independent counsel selected by us, that (i) as a result of any change in
or
amendment to the laws (or any regulations or rulings promulgated thereunder)
of
the United States (or of any political subdivision or taxing authority thereof
or therein affecting taxation) or the relevant taxing jurisdiction (or any
political subdivision or taxing authority thereof or therein affecting taxation)
or (ii) any change in application or official interpretation of such laws,
regulations or rulings, which amendment or change is announced on or after
the
date of this pricing supplement, we would be required to pay Additional Amounts
in respect of the Notes on the next payment date with respect to the
Notes.
Notice
of
such redemption will be given not less than 30 days nor more than 60 days
prior
to the redemption date, provided that no such notice of redemption shall
be
given earlier than 90 days prior to the effective date of such change or
amendment.
Book-Entry
System
The
Notes
will be issued in the form of two global Notes, in fully registered form,
without interest coupons attached, one of which will be the DTC Global Note,
which will be deposited on or about June 13, 2007 with The Bank of New York,
as
custodian for, and registered in the name of Cede & Co., as nominee for,
DTC, and one of which will be deposited on or about June 13, 2007 with The
Bank
of New York Depository (Nominees) Limited, as common depositary for, and
in
respect of interests held through, Euroclear Bank S.A./N.V., as operator
of the
Euroclear System (“Euroclear”) and Clearstream Banking société anonyme
(“Clearstream”) (the “International Global Note”).
Together,
the Notes represented by the global Notes will equal the aggregate principal
amount of the Notes outstanding at any time. The amount of Notes
represented by each of the DTC Global Note and the International Global Note
will be evidenced in the register maintained for that purpose by the
registrar. Beneficial interests in the global Notes will be shown on,
and transfers thereof will be affected only through, records maintained by
DTC,
Euroclear and Clearstream and their participants. Except as described
herein, individual registered certificates will not be issued in exchange
for
beneficial interests in the global Notes.
PS-8
The
holder of the DTC Global Note or of any beneficial interest therein will
receive
all payments under the Notes in U.S. dollars, unless such holder makes an
election as described herein for payment in euro. The amount payable
in U.S. dollars will be determined as set forth under “—Payments in Euro”
herein.
Beneficial
interests in the global Notes will be held in denominations of €50,000 and
integral multiples thereof. Except as set forth below or in the
accompanying prospectus supplement, the global Notes may be transferred,
in
whole but not in part, only to another nominee of the depository or to a
successor of the depository or its nominee.
The
following is based on information furnished by Clearstream or Euroclear,
as the
case may be.
Euroclear
advises that it was created in 1968 to hold securities for its participants
(“Euroclear Participants”) and to clear and settle transactions between
Euroclear participants through simultaneous electronic book entry delivery
against payment, thereby eliminating the need for physical movement of
certificates and any risk from lack of simultaneous transfers of securities
and
cash. Euroclear includes various other services, including securities
lending and borrowing and interfaces with domestic markets in several
countries. Euroclear is operated by Euroclear Bank S.A./N.V., as
operator of the Euroclear System (the “Euroclear Operator”), under contract with
Euroclear Clearance Systems S.C., a Belgian cooperative corporation (the
“Cooperative”). The Euroclear Operator conducts all operations, and
all Euroclear securities clearance accounts and Euroclear cash accounts are
accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central
banks), securities brokers and dealers and other professional financial
intermediaries and may include the Underwriters. Indirect access to
Euroclear is also available to other firms that clear through or maintain
a
custodial relationship with a Euroclear Participant, either directly or
indirectly.
Securities
clearance accounts and cash accounts with the Euroclear Operator are governed
by
the Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System, and applicable Belgian law (collectively,
the “Terms and Conditions”). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities
and
cash from Euroclear, and receipts of payments with respect to securities
in
Euroclear. All securities in Euroclear are held on a fungible basis
without attribution of specific certificates to specific securities clearance
accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear participants,
and has no
record of or relationship with persons holding through Euroclear
participants.
Clearstream
advises that it is incorporated under the laws of Luxembourg as a professional
depository. Clearstream holds securities for its participating
organizations (“Clearstream Participants”) and facilitates the clearance and
settlement of securities transactions between Clearstream Participants through
electronic book-entry changes in accounts of Clearstream Participants, thereby
eliminating the need for physical movement of
certificates. Transactions may be settled by Clearstream in any of 36
currencies, including United States Dollars. Clearstream provides to
Clearstream Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Clearstream also deals with
domestic securities markets in several countries through established depository
and custodial relationships. As a professional
PS-9
depository,
Clearstream is subject to regulation by the Luxembourg Monetary
Institute. Clearstream Participants are world-wide financial
institutions including underwriters, securities brokers and dealers, banks,
trust companies, clearing corporations and certain other organizations and
may
include the Underwriters. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers and trust companies
that
clear through or maintain a custodial relationship with Clearstream Participant
either directly or indirectly.
Individual
certificates in respect of Notes will not be issued in exchange for the global
Notes, except in very limited circumstances. If Euroclear,
Clearstream or DTC notifies us that it is unwilling or unable to continue
as a
clearing system in connection with a global Note and we do not appoint a
successor clearing system within 60 days after receiving such notice from
Euroclear, Clearstream or DTC, we will issue or cause to be issued individual
certificates in registered form on registration of transfer of, or in exchange
for, book-entry interests in the Notes represented by such global Notes upon
delivery of such global Notes for cancellation.
If
individual certificates are issued, an owner of a beneficial interest in
the
global Notes will be entitled to physical delivery in definitive form of
Notes
represented by the global Notes equal in principal amount to its beneficial
interest and to have those Notes registered in its name. Notes issued
in definitive form will be issued as registered Notes in denominations of
€50,000 and integral multiples thereof. You may transfer the
definitive Notes by presenting them for registration to the registrar at
its New
York office. Notes presented for registration must be duly endorsed
by you or your attorney duly authorized in writing, or accompanied by a written
instrument or instruments of transfer in form satisfactory to us or the trustee
duly executed by you or your attorney duly authorized in writing. We
may require you to pay a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any exchange or registration
of
transfer of definitive Notes.
In
the
case of a transfer of part of a holding of Notes represented by one certificate,
a new certificate shall be issued to the transferee in respect of the part
transferred and a further new certificate in respect of the balance of the
holding not transferred shall be issued to the transferor. Any new
certificates shall be obtained at the specified office of the registrar within
three business days of receipt by the
registrar. For the purposes of this paragraph, “business day” means a
day, other than a Saturday or Sunday, on which banks are open for business
in
the place of the specified office of the registrar.
If
we
issue definitive Notes, we will do so at the office of The Bank of New York,
the
paying agent and registrar for the Notes, currently located at 101 Barclay
Street, New York, New York 10286 or the office of any successor paying agent
and
registrar for the Notes.
We
may
pay interest on definitive Notes, other than interest at maturity or upon
redemption, by mailing a check to the address of the person entitled to the
interest as it appears on the security register at the close of business
on the
record date corresponding to the relevant interest payment date.
Notwithstanding
the foregoing, the common depositary, as holder of the Notes, may require
the
paying agent to make payments of interest, other than interest due at maturity
or upon redemption, by wire transfer of immediately available funds into
an
account maintained in euro by the common depositary, by sending appropriate
wire
transfer instructions. The paying agent
PS-10
must
receive these instructions not less than ten days prior to the applicable
interest payment date.
The
paying agent will pay the principal and interest payable at maturity or upon
redemption by wire transfer of immediately available funds against presentation
of a Note at the office of the paying agent.
Title
to
book-entry interests in the Notes will pass by book-entry registration of
the
transfer within the records of Euroclear, Clearstream or DTC, as the case
may
be, in accordance with their respective procedures. Book-entry
interests in the Notes may be transferred within Euroclear and within
Clearstream and between Euroclear and Clearstream in accordance with procedures
established for these purposes by Euroclear and
Clearstream. Book-entry interests in the Notes may be transferred
within DTC in accordance with procedures established for this purpose by
DTC. Transfers of book-entry interests in the Notes between Euroclear
or Clearstream and DTC may be effected through the registrar and in accordance
with procedures established for this purpose by Euroclear, Clearstream and
DTC.
Euroclear,
Clearstream and DTC Arrangements
So
long
as DTC or its nominee or Euroclear, Clearstream or the nominee of their common
depositary is the registered holder of the global Notes, DTC, Euroclear,
Clearstream or such nominee, as the case may be, will be considered the sole
owner or holder of the Notes represented by such global Notes for all purposes
under the indenture. Payments of principal, interest and additional
amounts, if any, in respect of the global Notes will be made to DTC, or the
common depositary for Euroclear and Clearstream or their nominees, as the
case
may be, as the registered holder thereof. None of our company, any agent
or any
underwriter or any affiliate of any of the above or any person by whom any
of
the above is controlled (as such term is defined in the United States Securities
Act of 1933, as amended), have any responsibility or liability for any aspect
of
the records relating to or payments made on account of beneficial ownership
interests in the global Notes or for maintaining, supervising or reviewing
any
records relating to such beneficial ownership interests.
Distributions
with respect to book-entry interests in the Notes held through Euroclear
or
Clearstream will be credited, to the extent received by Euroclear or Clearstream
from the paying agent, to the cash accounts of Euroclear or Clearstream
customers in accordance with the relevant system’s rules and
procedures.
Holders
of book-entry interests in the Notes through DTC will receive, to the extent
received by DTC from the paying agent, all distributions with respect to
book-entry interests in the Notes from the paying agent through
DTC. Distributions in the United States will be subject to relevant
U.S. tax laws and regulations.
Interest
on the Notes (other than interest on redemption) will be paid to the holder
shown on the register on the applicable record date. Trading between
the DTC Global Note and the International Global Note will therefore be net
of
accrued interest from the record date to the relevant interest payment
date.
Because
DTC, Euroclear and Clearstream can only act on behalf of participants, who
in
turn act on behalf of indirect participants, the ability of a person having
an
interest in the global Notes to pledge such interest to persons or entities
which do not participate in the relevant
PS-11
clearing
system, or otherwise take actions in respect of such interest, may be affected
by the lack of a physical certificate in respect of such interest.
The
holdings of book-entry interests in the Notes through Euroclear, Clearstream
and
DTC will be reflected in the book-entry accounts of each such
institution. As necessary, the registrar will adjust the amounts of
the Notes on the register for the accounts of (i) The Bank of New York
Depository (Nominees) Limited, as the common depositary for Euroclear and
Clearstream and (ii) Cede & Co. to reflect the amounts of Notes held
through Euroclear and Clearstream, and DTC, respectively.
Beneficial
ownership of Notes will be held through financial institutions as direct
and
indirect participants in Euroclear, Clearstream and DTC. Interests in
the global Notes will be in book-entry form.
Secondary
market trading between DTC
participants will occur in the ordinary way in accordance with DTC’s rules and
will be settled using the procedures applicable to United States corporate
debt
obligations if payment is effected in U.S. dollars, or free of payment if
payment is not effected in U.S. dollars. Where payment is not effected in
U.S.
dollars, separate payment arrangements outside DTC are required to be made
between the DTC participants.
Secondary
market trading between Clearstream Participants and Euroclear Participants
will
occur in the ordinary way in accordance with the applicable rules and operating
procedures of Clearstream and Euroclear and will be settled using the procedures
applicable to conventional Eurobonds in immediately available
funds.
When
book-entry interests in the Notes are to be transferred from the account
of a
DTC participant holding a beneficial interest in the DTC Global Note to the
account of a Euroclear Participant or Clearstream Participant wishing to
purchase a beneficial interest in the International Global Note, the DTC
participant will deliver to DTC instructions for delivery to the relevant
Euroclear Participant or Clearstream Participant by 12:00 noon, New York
City
time, on the settlement date. Separate payment arrangements are required
to be
made between the DTC participant and the relevant Euroclear Participant or
Clearstream Participant. On the settlement date, the custodian will instruct
the
registrar to (i) decrease the amount of Notes registered in the name of
Cede & Co. and evidenced by the DTC Global Note and (ii) increase
the amount of Notes registered in the name of the common depositary for
Euroclear and Clearstream and evidenced by the International Global Note.
Book-entry interests will be delivered free of payment to Euroclear or
Clearstream, as the case may be, for credit to the relevant Euroclear
Participant or Clearstream Participant on the first business day following
the
settlement date but for value on the settlement date.
PS-12
Participant, as the case may be. On the settlement date, the common depositary for Euroclear and Clearstream will (a) transmit appropriate instructions to the custodian who will in turn deliver such book-entry interests in the Notes free of payment to the relevant account of the DTC participant and (b) instruct the registrar to (i) decrease the amount of the Notes registered in the name of the common depositary for Euroclear and Clearstream and evidenced by the International Global Note and (ii) increase the amount of Notes registered in the name of Cede & Co. and evidenced by the DTC Global Note.
Although
DTC, Clearstream and Euroclear have agreed to the foregoing procedures in
order
to facilitate transfers of securities among participants of DTC, Clearstream
and
Euroclear, they are under no obligation to perform or continue to perform
such
procedures and they may discontinue the procedures at any time.
All
information in this pricing supplement on Clearstream and Euroclear is derived
from Clearstream or Euroclear, as the case may be, and reflects the policies
of
these organizations; and these policies are subject to change without
notice.
The
following sets forth certain United States Federal income tax consequences
of
the purchase, ownership and disposition of the Notes. This summary is
based upon the Internal Revenue Code of 1986, as amended (the “Code”),
applicable Treasury regulations, published rulings, administrative
pronouncements and court decisions as of the date hereof, all of which are
subject to change (including changes in effective dates) or possible differing
interpretations. The discussion below supplements the discussion set
forth under the section entitled “Certain United States Federal Income Tax
Considerations” that is contained in the accompanying prospectus supplement and
supersedes that discussion to the extent that it contains information that
is
inconsistent with that contained in the accompanying prospectus
supplement. This summary 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 U.S. dollar. It also does not
deal with holders other than original purchasers who purchase the Notes for
an
amount equal to the initial offering price. If a partnership holds
the Notes, the tax treatment of a partner in the partnership will generally
depend upon the status of the partner and the activities of the
partnership. Thus, persons who are partners in a partnership holding
the Notes should consult their own tax advisors. Moreover,
all 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
herein, the term “U.S. holder” means a beneficial owner of a Note that is for
United States Federal income tax purposes (i) a citizen or resident of the
United States, (ii) a corporation (including an entity treated as a
corporation 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, (iii) an estate, the income of which is subject to United States
Federal income taxation regardless of its source, (iv) 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
PS-13
persons
have the authority to control all substantial decisions of the trust, or
(v) 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. Notwithstanding the preceding sentence, to the extent
provided in Treasury regulations, certain trusts in existence on August 20,
1996, and treated as United States persons under the Code and applicable
Treasury regulations thereunder prior to such date that elect to continue
to be
treated as United States persons under the Code or applicable Treasury
regulations thereunder also will be U.S. Holders. As used herein, the
term “non-U.S. Holder” means a beneficial owner of a Note that is not a U.S.
Holder.
Payments
of Interest in a Foreign Currency
Cash
Method. A U.S. Holder who uses the cash method of accounting for
United States Federal income tax purposes and who receives a payment of interest
on a Note will be required to include in income the U.S. dollar value
of the foreign currency payment (determined on the date such payment is
received) regardless of whether the payment is in fact converted to U.S.
dollars
at that time, and such U.S. dollar value will be the U.S. Holder’s tax basis in
such foreign currency.
Accrual
Method. A U.S. Holder who uses the accrual method of accounting
for United States Federal income tax purposes, or who otherwise is required
to
accrue interest prior to receipt, will be required to include in income the
U.S.
dollar value of the amount of interest income that has accrued and is
otherwise required to be taken into account with respect to a Note during
an
accrual period. The U.S. dollar value of such accrued income will be
determined by translating such income at the average rate of exchange for
the
accrual period or, with respect to an accrual period that spans two taxable
years, at the average rate for the partial period within the taxable
year. A U.S. Holder may elect, however, to translate such accrued
interest income using the rate of exchange on the last day of the accrual
period
or, with respect to an accrual period that spans two taxable years, using
the
rate of exchange on the last day of the taxable year. If the last day
of an accrual period is within five business days of the date of receipt
of the
accrued interest, a U.S. Holder may translate such interest using the rate
of
exchange on the date of receipt. The above election will apply to
other obligations held by the U.S. Holder and may not be changed without
the
consent of the Internal Revenue Service (“IRS”). Prior to making such
an election, a U.S. Holders of Notes should consult their own tax
advisor.
A
U.S.
Holder will recognize exchange gain or loss (which will be treated as ordinary
income or loss) with respect to accrued interest income on the date such
income
is received. The amount of ordinary income or loss recognized will
equal the difference, if any, between the U.S. dollar value of the foreign
currency payment received (determined at the spot rate on the date such payment
is received) in respect of such accrual period and the U.S. dollar value
of
interest income that has accrued during such accrual period (as determined
above).
Purchase,
Sale and Retirement of Foreign Currency Notes
A
U.S.
Holder who purchases a Note with previously owned foreign currency will
recognize ordinary income or loss in an amount equal to the difference, if
any,
between such U.S. Holder’s tax basis in the foreign currency and the U.S. dollar
fair market value of the foreign currency used to purchase the Note, determined
on the date of purchase.
Upon
the
sale, exchange or retirement of a Note, a U.S. Holder will recognize taxable
gain or loss equal to the difference between the amount realized on the sale,
exchange or
PS-14
retirement
and such U.S. Holder’s tax basis in the Note. Such gain or loss
(except to the extent attributable to foreign currency gain or loss) generally
will be capital gain or loss and will be long-term capital gain or loss if
at
the time of sale, exchange or retirement the Note has been held by such U.S.
Holder for more than one year. To the extent the amount realized
represents accrued but unpaid interest, however, such amounts must be taken
into
account as interest income, with exchange gain or loss computed as described
in
“Payments of Interest in a Foreign Currency” above. If a U.S. Holder
receives foreign currency on such a sale, exchange or retirement, the amount
realized will be based on the U.S. dollar value of the foreign currency on
the
date the payment is received or the instrument is disposed of (or deemed
disposed of). A U.S. Holder’s tax basis in a Note will equal the cost
of the Note to such holder.
Gain
or
loss realized upon the sale, exchange or retirement of a Note that is
attributable to fluctuations in currency exchange rates will be ordinary
income
or loss which will not be treated as interest income or expense. Gain
or loss attributable to fluctuations in exchange rates will equal the difference
between the U.S. dollar value of the foreign currency principal amount of
the
Note, determined on the date such payment is received or the Note is disposed
of, and the U.S. dollar value of the foreign currency principal amount of
the
Note, determined on the date the U.S. Holder acquired the Note. Such
foreign currency gain or loss will be recognized only to the extent of the
total
gain or loss realized by the U.S. Holder on the sale, exchange or retirement
of
the Note.
Exchange
of Foreign Currency
A
U.S.
Holder will have a tax basis in any foreign currency received as interest
or on
the sale, exchange or retirement of a Note equal to the U.S. dollar value
of
such foreign currency, determined at the time the interest is received or
at the
time of the sale, exchange or retirement. Any gain or loss realized
by a U.S. Holder on a sale or other disposition of foreign currency (including
its exchange for U.S. dollars or its use to purchase Notes) will be ordinary
income or loss.
Disclosure
of Reportable Transactions
Treasury
Regulations require United
States taxpayers to disclose participation in a “reportable
transaction”. A taxpayer discloses a reportable transaction by
attaching IRS Form 8886 to its Federal income tax return. A penalty
in the amount of $10,000 in the case of a natural person and $50,000 in any
other case is imposed on any taxpayer that fails to timely disclose its
participation in a reportable transaction. A reportable transaction
includes a transaction resulting in the taxpayer claiming a loss under Section
165 of the Code in an amount equal to or in excess of certain
threshold amounts. A loss resulting from a “Section 988 transaction”,
such as an investment in a Note, will constitute a Section 165
loss. In the case of individuals or trusts, whether or not the loss
flows through from an S corporation or partnership, if the loss arises with
respect to a Section 988 transaction (as defined in Section 988(c)(1) of
the
Code relating to foreign currency transactions), the applicable threshold
amount
is $50,000 in any single taxable year. Higher threshold amounts apply
depending upon the taxpayer’s status as a corporation, partnership, or S
corporation, as well as certain other factors. Prospective investors
should consult their tax advisors regarding any possible disclosure obligations
with respect to their acquisition, ownership or disposition of the Notes
in
light of their particular circumstances.
PS-15
Non-U.S.
Holders
Holders
of Notes that are non-U.S. Holders should refer to the discussion under “Certain
United States Federal Income Tax Consequences – Non-U.S. Holders” and “- Backup
Withholding” in the accompanying prospectus supplement.
EUROPEAN
UNION TAX REPORTING AND WITHHOLDING
Directive
2003/48/EC (the “Directive”) of the Council of the European Union, relating to
the taxation of savings income, became effective on July 1,
2005. Under the directive, each EU member state is required to
provide to the tax authorities of another member state details of payments
of
interest and other similar income paid by a paying agent within its jurisdiction
to an individual in that other member state. “Paying agent” is
defined broadly for this purpose and generally includes any agent of either
the
payor or payee. Belgium, Luxembourg, and Austria have opted instead
to withhold tax on the interest during a transitional period (initially at
a
rate of 15% but rising in steps to 35% after six years), subject to the ability
of the individual to avoid withholding taxes through voluntary disclosure
of the
investment to the individual’s member state. In addition, certain
non-members of the European Union (Switzerland, Liechtenstein, Andorra, Monaco
and San Marino), as well as dependent and associated territories of the United
Kingdom and the Netherlands, have adopted equivalent measures effective on
the
same date, including the option to apply withholding taxes as described
above.
PS-16
SUPPLEMENTAL
PLAN OF DISTRIBUTION
BNP
Paribas, Citigroup Global Markets Ltd., Deutsche Bank AG, London Branch and
Merrill Lynch International are acting as joint book-running managers of
the
offering and as representatives of the Underwriters named below. The
Underwriters have severally, and not jointly, agreed to purchase from us,
and we
have agreed to sell to the Underwriters, the principal amount of Notes set
forth
below opposite their respective names.
|
Underwriter
|
Principal
Amount
of
the Notes
|
||||
|
BNP
Paribas
|
€ |
47,500,000
|
|||
|
Citigroup
Global Markets
Ltd.
|
47,500,000
|
||||
|
Deutsche
Bank AG, London
Branch
|
47,500,000
|
||||
|
Merrill
Lynch
International
|
47,500,000
|
||||
|
Credit
Suisse Securities (Europe)
Ltd
|
10,000,000
|
||||
|
Goldman
Sachs
International
|
10,000,000
|
||||
|
HSBC
Bank
plc
|
10,000,000
|
||||
|
J.P.
Morgan Securities
Ltd.
|
10,000,000
|
||||
|
Morgan
Stanley & Co. International
plc
|
10,000,000
|
||||
|
The
Royal Bank of Scotland
plc
|
10,000,000
|
||||
|
Total
|
€ |
250,000,000
|
|||
We
have
been advised by the Underwriters that the Underwriters propose to offer some
of
the Notes directly to the public at the public offering price set forth on
the
cover page of this pricing supplement and some of the Notes to dealers at
the
public offering price less a concession not to exceed 0.200% of the principal
amount of the Notes. Any Underwriter may allow, and such dealers may
reallow, a concession not in excess of 0.150% of the principal amount per
Note
to certain other dealers. After the initial offering of the Notes to
the public, the representatives of the Underwriters may change the public
offering price and concessions.
The
following table shows the Underwriters’ discount that we are to pay to the
Underwriters in connection with this offering (expressed as a percentage
of the
principal amount of the Notes).
|
|
|
Paid
by
Colgate
|
|
|
Per
Note
|
|
0.350
|
%
|
The
Notes
are a new issue of securities with no established trading market. The
Underwriters have informed us that they intend to make a market in the Notes
but
are under no obligation to do so and such market making may be terminated
at any
time without notice. We intend to apply to list the Notes on the New
York Stock Exchange. It is not possible to predict whether the
application will be approved for listing or, if approved, whether the
application will be approved prior to the settlement date. Settlement
of the Notes is not conditional on obtaining the listing, and we are not
required to maintain the listing.
PS-17
In
connection with the offering, BNP Paribas, Citigroup Global Markets Ltd.,
Deutsche Bank AG, London Branch, and Merrill Lynch International on behalf
of
the Underwriters, may purchase and sell Notes in the open
market. These transactions may include over-allotment, syndicate,
covering transactions and stabilizing transactions. Over-allotment
involves sales of Notes in excess of the principal amount of Notes to be
purchased by the Underwriters in this offering, which creates a short position
for the Underwriters. Covering transactions involve purchases of the
Notes in the open market after the distribution has been completed in order
to
cover short positions. Stabilizing transactions consist of certain
bids or purchases of Notes made for the purpose of preventing or retarding
a
decline in the market price of the Notes while the offering is in
progress. Any of these activities may have the effect of preventing
or retarding a decline in the market price of the Notes. They may
also cause the price of the Notes to be higher than the price that otherwise
would exist in the open market in the absence of these
transactions. The Underwriters may conduct these transactions in the
over-the-counter market or otherwise. If the Underwriters commence
any of these transactions, they may discontinue them at any time.\
Expenses
payable by us are estimated at $50,000.
We
will
deliver the Notes to the Underwriters at the closing of this offering when
the
Underwriters pay us the purchase price of the Notes. The closing is
expected to occur on June 13, 2007, which is five business days after
the date of this pricing supplement (referred to as “T+5”). Since
trades in the secondary market generally settle in three business days,
purchasers only wishing to trade Notes on the date of pricing and the day
after
will be required, by virtue of the fact that the Note initially will settle
in
T+5 settlement, to specify any alternative settlement arrangements to prevent
a
failed settlement.
The Underwriters
and their affiliates have in the past provided, and may in the future provide,
various investment banking and other services to Colgate, for which they
have or would receive customary compensation from Colgate.
The
Notes
are offered for sale in the United States and in jurisdictions outside
the
United States, subject to applicable law.
Each
of
the Underwriters has agreed that it will not offer, sell, or deliver any
of the
Notes, directly or indirectly, or distribute this pricing supplement or
prospectus supplement or prospectus or any other offering material relating
to
the Notes, in or from any jurisdiction except under circumstances that
will, to
the best of the Underwriters’ knowledge and belief, result in compliance with
the applicable laws and regulations and which will not impose any obligations
on
us except as set forth in the distribution agreement.
Noteholders
may be required to pay stamp taxes and other charges in accordance with
the laws
and practices of the country in which the Notes were purchased. These
taxes and charges are in addition to the issue price set forth on the cover
page.
United
Kingdom
Each
Underwriter has represented and agreed that it and each of its
affiliates:
PS-18
(a) has
only
communicated or caused to be communicated and will only communicate or cause
to
be communicated an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act
2000 (the “FSMA”)) received by it in connection with the issue or sale of the
Notes in circumstances in which section 21(i) of FSMA does not apply to us;
and
(b) has
complied with, and will comply with, all applicable provisions of FSMA with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom.
France
This
pricing supplement relating to the
4.75% Notes due 2014 (the “Notes”) and the accompanying prospectus supplement
and prospectus, each dated September 6, 2005, have not been prepared in the
context of a public offering of financial instruments in France within the
meaning of Article L.411-1 of the French Code Monétaire et Financier (the “CMF”)
and of Article 211-1 of the Réglement Général of the French Autorité des Marchés
Financiers (the “RGAMF”) and have not been submitted to the Autorité des Marchés
financiers for prior approval (visa) under the conditions set out inter alia
by
Articles 212-1 et seq. of the RGAMF.
Therefore,
the Notes may only be
available, in accordance with Article L.411-2-4° of the CMF, to qualified
investors (investisseurs qualifiés) listed under Article D.411-1 of the CMF
and/or to a restricted circle of investors (cercle restreint d'investisseurs),
of less than 100 investors pursuant to Article D.411-2 of the CMF, in each
case
acting for their own account, within the meaning of, and in compliance with
Articles D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the CMF
and
undertaking not to offer, market or distribute, sell or resell or otherwise
retransfer, directly or indirectly to the public in France, any Notes purchased
as a result, other than, if relevant, in compliance with Articles L.411-1,
L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the CMF, and/or to persons
providing portfolio management financial services (personnes fournissant
le
service d'investissement de gestion de portefeuille pour compte de tiers),
in
the Republic of France.
Neither
this pricing supplement, the
accompanying prospectus supplement or the accompanying prospectus, which
do not
constitute an offer of financial instruments to the public or a solicitation
to
enter into a transaction involving financial instruments and which have not
been
submitted to and are not subject to the prior approval (visa) of the Autorité
des Marchés Financiers under conditions set out inter alia by Articles 212-1 et
seq. of the RGAMF, nor any information contained therein or any offering
material relating to the Notes, may be distributed or caused to be distributed
to the public in France.
Federal
Republic of Germany
Each
of the Underwriters has agreed and
represented to comply with the following selling restrictions applicable
to the
Federal Republic of Germany.
Pursuant
to the distribution agreement,
each of the Underwriters has agreed that it shall not offer or sell the Notes
in
the Federal Republic of Germany other than in compliance with the German
Securities Prospectus Act (Wertpapierprospektgesetz), the German Securities
Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz), the German Investment
Act
PS-19
(Investmentgesetz),
respectively, and any other laws and regulations applicable in the Federal
Republic of Germany governing the issue, the offering and the sale of
securities.
The
Notes may neither be nor intended
to be distributed by way of public offering, public advertisement or in a
similar manner within the meaning of sections 2 Nr.4, 3 (1) of the German
Securities Prospectus Act (Wertpapierprospektgesetz), section 8f (1) of the
German Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz)
and
sections 1, 2 (11), 101 (1) and (2) of the German Investment Act (Investmentgesetz)
nor shall the distribution of this document or any other document relating
to
the Notes constitute such public offer.
The
distribution of the Notes has not
been notified, and the Notes are not registered or authorised for public
distribution, in the Federal Republic of Germany under the German Securities
Prospectus Act (Wertpapierprospektgesetz) or the German Investment Act
(Investmentgesetz). Accordingly, this document has not been filed or
deposited with the German Federal Financial Supervisory Authority (Bundesanstalt
fuer Finanzdienstleistungsaufsicht - BaFin).
Prospective
German investors in the
Notes are urged to seek independent tax advice and to consult their professional
advisors as to the legal and tax consequences that may arise from the
application of the German Investment Tax Act (Investmentsteuergesetz) to
the
Notes and neither the company nor the Underwriters accept any responsibility
in
respect of the German tax position of the Notes.
Spain
The
Notes may not be offered, sold or
distributed in the Kingdom of Spain save in accordance with the requirements
of
Law 24/1988, of 28 July, on the Securities Market (Ley 24/1988, de 28 de
julio,
del Mercado de Valores) as amended and restated, and Royal Decree 1310/2005,
of
4 November 2005, partially developing Law 24/1988, of 28 July, on the Securities
Market in connection with listing of securities in secondary official markets,
initial purchase offers, rights issues and the prospectus required in these
cases (Real Decreto 1310/2005, de 4 de noviembre, por el que se dearrolla
parcialmente la Ley 24/1988, de 28 de Julio, del Mercado de Valores, en materia
de admisión a negociación de valores en mercados secundarios oficiales, de
ofertas públicas de venta o suscripción y del folleto exigible a tales efectos)
and the decrees and regulations made thereunder. None of the Notes, this
pricing
supplement, the accompanying prospectus supplement or the accompanying
prospectus has been verified or registered in the administrative registries
of
the National Stock Exchange Commission (Comisión Nacional de Mercado de
Valores), and therefore these documents are not intended for any public offer
of
the Notes in Spain.
The
Notes may not be
directly/indirectly sold, transferred or delivered in any manner, at any
time
other than to institutional investors in Spain (defined under Spanish Law
as
“Qualified Investor” to include (a) Legal entities authorised or regulated to
operate in the financial markets, including: credit entities, investment
service
companies, other authorised or regulated financial entities, insurance
companies, collective investment schemes and the management companies thereof,
pension funds and the management companies thereof, authorised dealers in
raw
materials derivatives, as well as non-authorised or non-regulated entities
which
sole activity is the investment in securities; (b) National and regional
governments, central banks, international and supranational organisms as
the
International Monetary Fund, the European Central Bank, the
PS-20
European
Investment Bank and other similar international organizations (c) Other legal
entities not qualifying as “small or mid-companies”; (d) Individuals residing in
the Spanish State that have expressly requested to be considered as a “Qualified
Investor” provided that he/she fulfils at least two of the three following
conditions: (i) that the relevant investor has carried out transactions of
a
significant volume in the securities markets with a frequency of at least
10
transactions per quarter during the preceding four quarters; and /or (ii)
that
the investor’s securities portfolio has a volume higher than € 500,000; and /or
(iii) that the investor is currently working or worked in the past for at
least
a year in the financial market in a post requiring a knowledge in securities
investment; (e), “small or mid-companies” having their registered office in
Spain that have expressly requested to be considered as a “Qualified
Investor”).
Each
investor will be deemed to have
represented that (i) such investor has made its own independent decision
to
purchase the Notes and has not relied on any recommendation or advice from
any
of the Underwriters, (ii) such investor has not received any advertising
or
marketing material from the Underwriters regarding the sale of the Notes,
and
(iii) such investor already has all the required information and understands
all
the indicative terms, conditions and restrictions of the Notes.
The
Republic of Italy
Each
Underwriter represents and agrees
that it has not offered, sold or delivered, will not offer, sell or deliver,
has
not distributed and will not distribute and has not made and will not make
available in Italy any Notes, this pricing supplement, the accompanying
prospectus supplement, the accompanying prospectus or any other offering
material relating to the Notes other than:
|
|
(a)
|
to
professional investors (operatori qualificati), as defined in
Article 31, second paragraph, of Commissione Nazionale per la Società
e la Borsa (CONSOB) Regulation No. 11522 of July 1, 1998, as
amended; or
|
|
|
(b)
|
in
circumstances which are exempted from the rules on public offerings
pursuant to Article 100 of Legislative Decree No. 58 of
February 24, 1998 (the “Financial Services Act”) and Article 33,
first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999,
as amended.
|
Any
offer, sale or delivery of the
Notes or distribution of copies of these documents or any other document
relating to the Notes in Italy under (a) or (b) above must
be:
|
|
(i)
|
made
by an investment firm, bank or financial intermediary permitted
to conduct
such activities in Italy in accordance with the Financial Services
Act,
the Legislative Decree No. 385 of September 1, 1993, as amended
(the “Banking Act”), and CONSOB Regulation No. 11522 of July 1, 1998, as
amended; and
|
|
|
in
accordance with any other applicable laws and
regulations.
|
PS-21
Switzerland
This
pricing supplement, the
accompanying prospectus supplement and the accompanying prospectus are being
communicated in Switzerland to a small number of selected investors only.
Each
copy of these documents is addressed to a specifically named recipient and
may
not be passed on to third parties. The Notes are not being offered to the
public
in Switzerland, and none of this pricing supplement, the accompanying prospectus
supplement, the accompanying prospectus or any other offering materials relating
to the Notes may be distributed in connection with any such public
offering.
PS-22