1
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
 
                                  Schedule 13G
                   Under The Securities Exchange Act of 1934
 
                             (Amendment No. 15)
 
                          Church & Dwight Co., Inc.
 
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                                (Name Of Issuer)
 
                                  Common Stock
 
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)
 
                                   171340-10-2
 
                      ------------------------------------
                                 (Cusip Number)
 
Check the following box if a fee is being paid with this statement ( ). (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(see rule 13d-7.)
 
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
 
                      (Continued on the following page(s))
 
                               Page 1 of 5 Pages
   2
 
                        CUSIP NO. 171340-10-2         13G
 
                            CHURCH & DWIGHT CO., INC.
 
                             
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1                    NAME OF REPORTING PERSON
                     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
                     Chemical Banking Corporation  (CBC)
                     Chemical Bank                 (CB)
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2                    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
                                                                       (B)
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3                    SEC USE ONLY
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4                    CITIZENSHIP OR PLACE OF ORGANIZATION
                     CBC -- Delaware
                     CB  --  New York
- -----------------------------------------------------------------------------------------------
  NUMBER             5             SOLE VOTING POWER
    OF                             None
  SHARES                             
BENEFICIALLY         --------------------------------------------------------------------------
  OWNED BY           6             SHARED VOTING POWER
    EACH                           CBC -- 714,686
 REPORTING                         CB  -- 678,896
  PERSON             --------------------------------------------------------------------------
   WITH              7             SOLE DISPOSITIVE POWER
                                   None
                     --------------------------------------------------------------------------
                     8             SHARED DISPOSITIVE POWER
                                   CBC -- 1,522,386
                                   CB  -- 1,502,586
- -----------------------------------------------------------------------------------------------
9                    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                     CBC -- 1,522,386
                     CB  -- 1,502,586
- -----------------------------------------------------------------------------------------------
10                   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- -----------------------------------------------------------------------------------------------
11                   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                     CBC -- 7.582%  Based on 20,079,214 outstanding shares.
                     CB  -- 7.483%
- -----------------------------------------------------------------------------------------------
12                   TYPE OF PERSON REPORTING*
                     CBC -- HC
                     CB  -- BK
- -----------------------------------------------------------------------------------------------
* SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 5 3 CHURCH & DWIGHT CO., INC. -- 12/31/93 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under The Securities Exchange Act of 1934 (Amendment No. 15 ) Item 1(a). NAME OF ISSUER: Church & Dwight Co., Inc. Item 1(b). ADDRESS OF ISSUER: 469 North Harrison Street Princeton, New Jersey 08543-5297 PRINCIPAL EXECUTIVE OFFICER: Mr. D.C. Minton Chairman, President & CEO Item 2(a). NAME OF PERSON FILING: This notice is filed by CHEMICAL BANKING CORPORATION (CBC) and its wholly owned subsidiary, Chemical Bank (CB). Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: CBC: 270 Park Avenue New York, NY 10017 CB : 270 Park Avenue New York, NY 10017 Item 2(c). CITIZENSHIP: CBC -- Delaware CB -- New York Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 171340-10-2
Page 3 of 5 4 CHURCH & DWIGHT CO., INC. -- 12/31/93 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [X] Bank as defined in Section 3(a)(6) of the Act. (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act. (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940. (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)]. (g) [X] Parent Holding Company, in accordance with Section 240.13d-1(b)(ii)(G). (h) [ ] Group, in accordance with Section 240.13d-1(ii)(H). Item 4. OWNERSHIP: (a) Amount Beneficially Owned: CBC -- 1,522,386 CB -- 1,502,586 (b) Percent of Class: CBC -- 7.582% CB -- 7.483% Based on 20,079,214 outstanding shares. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: None (ii) Shared power to vote or to direct the vote: CBC -- 714,686 CB -- 678,986 (iii) Sole power to dispose or to direct the disposition of: None (iv) Shared power to dispose or to direct the disposition of: CBC -- 1,522,386 CB -- 1,502,586 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable Page 4 of 5
5 CHURCH & DWIGHT CO., INC. - 12/31/93 Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: The beneficial interest reported has been acquired through fiduciary relationships. Beneficial ownership of portions of the shares reported is shared with unaffiliated persons, none of whose beneficial ownership in the subject shares exceeds five percent of the issuers outstanding shares. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH HOLDS THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Beneficial ownership is held by the following wholly-owned subsidiaries of Chemical Banking Corporation: Chemical Bank - BK Princeton Bank and Trust Co., NA - BK Texas Commerce Bank, NA - BK The Portfolio Group, Inc. - IA Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THIS GROUP: Not applicable. Item 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable. Item 10. CERTIFICATION: By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and did not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect.
SIGNATURE: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 7, 1994 CHEMICAL BANK CHEMICAL BANKING CORPORATION - --------------------------------------------- --------------------------------------------- Henry E. Gooss John B. Wynne Managing Director Corporate Secretary
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