<PAGE> 1 RULE 424(B)(3) FILE NO. 33-44881 (S-3 SUPPLEMENT) SUPPLEMENT JUNE 1, 1995 TO PROSPECTUS FOR OFFERS AND SALES OF COMMON STOCK OF CHURCH & DWIGHT CO., INC. BY CERTAIN SELLING STOCKHOLDERS This Supplement dated June 1, 1995 to the Prospectus dated December 31, 1991 (the "Prospectus") relating to offers and sales of (i) Option Shares acquired under the Stock Option Plan for Directors (the "Option Plan") and (ii) Restricted Shares acquired under the Restricted Stock Plan for Directors (the "Restricted Stock Plan") of Church & Dwight Co., Inc. (the "Company") by certain Selling Stockholders contains current information that may change from time to time. The Supplement will be updated annually, or as otherwise required, and will be delivered to each Selling Stockholder. Each current Supplement should be kept with the Prospectus. Selling Stockholders receiving the Prospectus will not be sent additional copies of the Prospectus unless the Prospectus is amended or unless a Selling Stockholder requests an additional copy by writing to the Secretary, Church & Dwight Co., Inc., 469 North Harrison Street, Princeton, New Jersey 08540. Capitalized defined terms used in this Supplement have the meanings set forth in the Prospectus unless separately defined herein. As of April 30, 1995, the Company had 19,544,095 shares of Common Stock outstanding. The table set forth below shows (i) the names of each of the Selling Stockholders, (ii) the number of shares of Common Stock beneficially owned by the Selling Stockholders as of April 30, 1995, (iii) the number of Restricted Shares which have been acquired by the Selling Stockholders pursuant to the Restricted Stock Plan and may be offered hereby ("Restricted Shares"), (iv) the number of shares of Option Shares which have been or may be acquired by the Selling Stockholders pursuant to options granted and currently outstanding under the Option Plan and offered hereby and (v) the amount of Common Stock to be beneficially owned by the Selling Stockholders after completion of this offering (assuming all shares offered hereby are sold in accordance herewith). Information as to security holdings by the Selling Stockholders is based on information provided by the Selling Stockholders.
<TABLE> <CAPTION> OPTION SHARES SHARES RESTRICTED WHICH MAY SHARES BENEFICIALLY SHARES BE ACQUIRED BENEFICIALLY OWNED PRIOR OFFERED AND OFFERED OWNED AFTER NAME TO OFFERING HEREBY HEREBY(1) OFFERING - --------------------- ----------- ------ --------- -------- <S> <C> <C> <C> <C> Cyril C. Baldwin, Jr. 10,340(1) 1,840 6,000 4,500 William R. Becklean 8,608(1) 1,840 6,000 2,768 Robert H. Beeby 6,000(1) -- 5,000 3,000 Rosina B. Dixon, M.D. 28,559(1)(2) 1,890 6,000 22,669(2) J. Richard Leaman, Jr. 7,840(1) 1,840 6,000 2,000 John D. Leggett, III 7,840(1) 1,840 6,000 2,000 Robert A. McCabe 15,640(1) 1,640 6,000 10,000 Dean Phypers 11,240(1) 1,840 6,000 5,400 Jarvis J. Slade 12,792(1) 2,042 6,000 6,750 John O. Whitney 3,000(1) -- 5,000 3,000 </TABLE>
(1) Includes Option Shares subject to options granted to Selling Stockholders pursuant to the Option Plan that are either presently exercisable or exercisable within sixty days from April 30, 1995. Does not include Option Shares subject to options granted to Selling Stockholders pursuant to the Option Plan that are not presently exercisable or exercisable within sixty days from April 30, 1995. All such Option Shares are set forth under the heading "Option Shares Which May be Acquired and Offered Hereby". (2) Includes 4,500 shares held by a trust of which Dr. Dixon serves as a trustee and 2,069 shares beneficially owned by Dr. Dixon for the benefit of her minor children. Each of the Selling Stockholders (other than Mr. Whitney, who became a director of the Company in October 1992) has been a director of the Company for more than three years. Mr. John D. Leggett, III is the son of Mr. John D. Leggett, Jr., a beneficial owner of more than 5% of Common Stock. Each of the Selling Stockholders owns less than 1% of the outstanding shares of Common Stock. -2-