ITEM 1. BUSINESS
GENERAL
Chattem, Inc. (the "Company") was incorporated in Tennessee in 1909 after having commenced business operations in 1879. The Company is a diversified manufacturer and marketer of consumer products and specialty chemicals. Through its consumer products division, the Company manufactures and markets branded over-the-counter ("OTC") pharmaceuticals, such as FLEX-ALL 454, ICY HOT, PAMPRIN, PREMSYN PMS, BENZODENT and NORWICH aspirin, and functional toiletries and cosmetics, including CORN SILK, BULLFROG, ULTRASWIM, SUN-IN, MUDD and PHISODERM. In the OTC drug market, the Company believes that its topical analgesic and menstrual and premenstrual internal analgesic brands are among the market leaders in the U.S. in their categories. Certain of the Company's functional toiletries and cosmetics products, such as SUN-IN and ULTRASWIM, are believed by the Company to be brand leaders in the U.S. in their categories.
The Company's specialty chemicals division develops, manufactures and sells value-added specialty chemicals such as aluminum hydroxides, aluminum derivatives and glycine to selected industries, including the pharmaceutical and printing ink industries. The Company markets its specialty chemicals to manufacturers either directly by its own sales personnel or through sales agents.
The Company's growth strategy for the consumer products division is to seek continued growth through a combination of brand acquisitions and internal growth. For the specialty chemicals division, the Company seeks growth through the development of new products and application of existing products to new uses. As a part of this strategy, the Company continually evaluates its products and businesses, and in instances in which businesses fail to realize the Company's objectives, the Company will dispose of these businesses and redeploy these assets to products and businesses with greater growth potential.
The Company conducts certain aspects of its business through four wholly owned subsidiaries. One subsidiary owns or licenses substantially all of the trademarks and intangibles associated with its domestic consumer products business and licenses the Company's use thereof. Certain foreign sales operations are conducted through Canadian and United Kingdom subsidiaries,
and product liability insurance is provided by a captive insurance subsidiary incorporated in Bermuda.
For purposes of this report, the "Company" refers to Chattem, Inc. and its wholly-owned subsidiaries. Trademarks of the Company appear in this report in all capitalized letters.
DEVELOPMENTS DURING FISCAL 1994
On May 12, 1994, the Company acquired BENZODENT, a topical oral analgesic, from The Procter & Gamble Company ("Proctor & Gamble") for $3,500,000. The BENZODENT business acquired consisted principally of trademarks and finished product inventories. The Company financed the purchase of BENZODENT with borrowings under its existing credit agreement with First Union National Bank of North Carolina (the "Old Credit Agreement").
On June 17, 1994, the Company acquired a perpetual license to the PHISODERM trademark in the United States, Canada and Puerto Rico (the "Territory"), together with certain other assets from Sterling Winthrop Inc. ("Sterling"). The purchase price for the license of PHISODERM in the Territory and certain other assets was $17,276,000. If net sales of PHISODERM products in the United States only exceed (i) $10,000,000 for the 12-month period beginning July 1, 1994 and ending June 30, 1995 or (ii) $11,000,000 for either of the 12-month periods beginning July 1, 1995 and July 1, 1996, respectively, and ending June 30, 1996 and June 30, 1997, respectively, then within 45 days after the end of the applicable 12-month period with respect to which the applicable net sales threshold specified in (i) or (ii) above has been exceeded, the Company will pay Sterling an additional $1,000,000 for such year.
Also on June 17, 1994, the Company entered into a $55,000,000 senior secured bank credit agreement (the "New Credit Agreement") and issued $75,000,000 of 12.75% Series A Senior Subordinated Notes due 2004 (the "Series A Notes") with five year warrants to purchase 417,182 shares of common stock at a price of $7.15 per share (the "Warrants") to Kidder, Peabody & Co. Incorporated (the "Initial Purchaser"). The New Credit Agreement, of which The First National Bank of Chicago is agent, includes a $20,000,000 term loan, a $22,500,000 working capital facility and a $12,500,000 facility for future acquisitions. The Series A Notes consist of 75,000 units, each consisting of $1,000 principal amount of the Series A Notes and a warrant to purchase 5.56242 shares of the Company's common stock at a price of $7.15 per share. The Series A Notes and the Warrants were separable on August 16, 1994. The price to the Initial Purchaser of the Series A Notes was $73,967,250, or 98.6% of the original principal amount of the Series A Notes. The proceeds of the financing were used to fund the PHISODERM purchase and repay all existing bank indebtedness under the Old Credit Agreement.
On September 19, 1994, the Company completed an exchange offer of 12.75% Series B Senior Subordinated Notes due 2004 ("Series B Notes"), which were registered under the Securities Act of 1933, as amended ("Securities Act"), for all outstanding Series A Notes. The form and terms of the Series A Notes and the Series B Notes are the same, except that the Series B Notes are registered under the Securities Act and the holders of Series B Notes are not entitled to the rights of the holders of the Series A Notes following completion of the exchange offer.
The Company's operations continue to be affected by the payment of a special cash dividend ("Special Dividend") of $20.00 per share in June 1993 to holders of its common stock. In order to pay the Special Dividend and related fees and expenses the Company borrowed approximately $97.0 million. The funding of the Special Dividend resulted in a substantial negative balance in the Company's shareholders' equity and significantly increased the use of leverage in the Company's capital structure. The consequences to the Company have been significantly increased interest expense and repayment obligations and more vulnerability to adverse business conditions.
CONSUMER PRODUCTS
The objective of the Company's consumer products division is to offer high quality brand name products in niche market segments in which the Company's products can be among the market leaders. The Company strives to achieve its objective by identifying brands with favorable demographic appeal, being flexible in modifying products and promotions in response to changing consumer demands and developing creative and cost-effective marketing and advertising programs. The Company manufactures substantially all of its consumer products.
The Company's consumer products brands are:
OTC PHARMACEUTICALS - FLEX-ALL 454 - topical analgesic - ICY HOT - topical analgesic - PAMPRIN - menstrual internal analgesic - PREMSYN PMS - premenstrual internal analgesic - NORWICH Aspirin - internal analgesic - BENZODENT - topical oral analgesic - SOLTICE - analgesic balm - BLIS-TO-SOL - anti-fungal product
FUNCTIONAL TOILETRIES AND COSMETICS - CORN SILK - oil absorbing facial make-up - BULLFROG - sunscreen and sunblock - ULTRASWIM - chlorine removing shampoo - SUN-IN - spray-on hair lightener - MUDD - facial mask and cleanser - PHISODERM - facial cleanser
The following table sets forth the Company's net sales attributable to domestic and international OTC pharmaceutical products and functional toiletries and cosmetics products, other products and total consumer products during the past three fiscal years (dollars in thousands):
GROWTH STRATEGY
The consumer products division has historically grown through acquisition of new brands and expansion of existing brands. The Company seeks acquisitions of embryonic brands which have achieved success in limited geographic regions or of more developed brands with unrealized potential. With embryonic brands, the Company utilizes its marketing ability, sales force and manufacturing capabilities to build on the regional strength of the brand and launch the product nationally. For example, prior to its acquisition by the Company, FLEX-ALL 454 had developed a significant market share in Denver and Phoenix, but was virtually unknown in the balance of the country. After its acquisition by the Company in 1989, FLEX-ALL 454, which had sales of less than $1 million at the time of acquisition, exceeded $20 million in gross sales in 1993 and 1994. As to brands with unrealized potential, the Company seeks to acquire from larger firms brands that have been undermarketed because the products are not of sufficient size to warrant attention by the
larger firms. Two products in this category were acquired in 1994: BENZODENT, a dental analgesic cream acquired from Procter & Gamble and PHISODERM, a line of facial cleaners acquired from Sterling. ICY HOT is an earlier example of this type of acquisition and has experienced significant growth since its acquisition in 1991. In considering product acquisitions, the Company also seeks products that complement existing brands through increased marketing presence, shared promotions and shared distribution channels.
The Company endeavors to expand its existing products through line extensions of existing brands, which capitalize on consumer awareness of the brand names. An example of this strategy was the introduction and national launch of Maximum Strength FLEX-ALL 454 in August 1993. Efforts are also made to develop new and creative marketing strategies and executions to expand both trade distribution and consumer usage.
OTC PHARMACEUTICALS
The Company markets a diversified portfolio of brand name OTC pharmaceutical products, many of which are among the market leaders in the U.S. in their respective categories.
FLEX-ALL 454 is an aloe-vera based topical analgesic used primarily by people with arthritic symptoms to alleviate pain and irritation in joints and secondarily by persons suffering from muscle strain. The Company believes that the advancing age of the U.S. population and the emphasis on fitness and physical activity will increase the overall market size of the topical analgesic market. The Company supports the brand with a marketing program that features Joe Namath and the endorsement of all the professional trainers of the National Football League, the National Hockey League, the National Basketball Association and Major League Baseball.
ICY HOT, a topical analgesic brand acquired from Procter & Gamble in 1991, provides the Company with a second entry into the topical analgesic market segment. ICY HOT is an extra strength dual action product, as distinguished from FLEX-ALL 454. The Company supports this brand with national advertising and strong promotional programs.
In the menstrual analgesic segment, the consumer products division markets PAMPRIN, a combination drug specifically designed for relief of menstrual symptoms, and PREMSYN PMS, a product formulated to relieve mild to moderate symptoms of premenstrual syndrome. PAMPRIN was developed internally by the Company over 30 years ago, while PREMSYN PMS was introduced by the Company in 1983. Factors affecting the menstrual analgesic segment include the introduction of competing general analgesic brands of ibuprofen for OTC distribution in 1986, the introduction by Procter & Gamble of another non-steroidal general analgesic product in 1994 along with demographic trends of target consumers, women aged 18 to 49.
NORWICH is a pharmaceutical-quality aspirin-based analgesic which complements the Company's other OTC pharmaceuticals by offering consumers another choice in the analgesic market segment and by permitting shared product promotions. The Company positions the brand as a reasonably priced alternative between private label generic aspirin and high-priced, heavily-advertised brands.
BENZODENT is a dental analgesic cream in an adhesive base for use as an oral, topical analgesic for pain related to dentures. The Company acquired BENZODENT from Procter & Gamble in 1994 and will seek to increase the market share of this brand through advertising and promotional programs.
Additionally, the Company's consumer products division manufactures and markets on a regional basis two smaller proprietary drug brands: SOLTICE, an external analgesic, and BLIS-TO-SOL, an anti-fungal product.
FUNCTIONAL TOILETRIES AND COSMETICS
The Company also markets a portfolio of brand name functional toiletries and cosmetics, many of which are among the market leaders in the U.S. in their respective categories.
The CORN SILK brand is a line of facial makeup products for women with oily or combination skin. All CORN SILK products utilize an exclusive ingredient for absorbing the excess facial oils that break down the color and coverage of other makeup. The CORN SILK brand includes powder used by women to fix and finish their makeup and also liquid makeup, blush and concealer. Liquid makeup is used to even skin tone, blush to add color and concealer to cover blemishes. The Company supports the brand by a television advertising campaign complemented by print advertising in selected women's magazines.
In the sunscreen and sunblock category, BULLFROG provides long-lasting, water-durable protection from the sun. Due to escalating consumer awareness of skin damage from sun exposure, the Company expects the sun protection segment of the sun care market to continue to expand rapidly. Positioned as a line of highly efficacious sunblock products in a unique, highly concentrated formula, the Company believes that the BULLFROG brand should continue to benefit from this overall market growth as well as increasing brand awareness, broader product offerings and increased consumer advertising, promotion and sampling programs.
ULTRASWIM is a leading line of chlorine removing shampoo, conditioner and soap. ULTRASWIM has a patented formula that the Company believes makes it superior to formulations of other products in removing chlorine. ULTRASWIM has also benefited as it has moved beyond the competitive swim segment to include exercise and recreational swimmers.
SUN-IN is the number one product line in the spray-on hair lightener market. The target customers within this market segment are light-haired women between the ages of 12 and 24. The Company supports SUN-IN's position as the market leader through recent improvements in the formula and package, seasonal advertising to teens and consumer promotions in retail stores.
MUDD is a line of clay-based products which provide deep cleansing of the face for healthier, cleaner skin. Target customers for MUDD are women between the ages of 18 and 49. The Company plans to relaunch MUDD with improved formulas and updated packaging. The relaunch will be supported by television advertising and promotional programs.
PHISODERM is a line of facial cleansers made up of several formulas of liquid cleansers, including one for infants, and a bar soap. Acquired from Sterling in 1994, PHISODERM is the Company's second entry into the facial cleanser category. Positioned as a deep cleaning but gentle facial cleanser, the Company plans to regain the larger market share this brand once held by improving the formula, updating the packaging and providing television advertising and promotional support.
INTERNATIONAL
The Company's consumer products are also sold in foreign countries. This international business is concentrated in Canada, Europe and Central and South America.
Sales in Canada and Europe are conducted by subsidiary companies located and locally staffed in Canada and the United Kingdom. General export sales are handled by the Company from its offices in Chattanooga. Most of the products sold in international markets are manufactured by the Company at its Chattanooga facilities and are packaged by subsidiary companies in small facilities in Canada and the United Kingdom with the assistance, from time to time, of outside contract packagers.
Many of the Company's major domestic products are currently sold in Canada, including the FLEX-ALL 454, PAMPRIN, SUN-IN, CORN SILK, MUDD, ULTRASWIM and PHISODERM brands.
Consumer product sales in the United Kingdom and on the continent of Western Europe are currently limited to toiletry and cosmetic products. The Company's hair lightener product is sold on the continent under the SPRAY BLOND trademark and in the United Kindgom as SUN-IN. MUDD, CORN SILK and ULTRASWIM are the other primary consumer products sold by the Company's international division in Europe.
SPECIALTY CHEMICALS
The objective of the Company's specialty chemicals division is to develop, manufacture and sell value-added specialty chemicals to selected industry segments in which the Company is or can be among the market leaders and a low cost producer. The division competes by offering high-quality specialty products at competitive prices, responding promptly to customer needs and providing technical assistance. Products supplied by the Company's chemicals division are generally essential elements of a customer's manufacturing process but represent only a relatively small portion of the customer's overall cost in such process.
The principal products manufactured by the Company's chemicals division are based on organo-aluminum technology with the following principal applications:
PRODUCT APPLICATION ------- ----------- Aluminum Hydroxides/DASC Active ingredients in antacids
Aluminum Derivatives Reactive intermediates used in printing inks
Glycine Amino acid used in the formulation of certain intravenous solutions and other pharmaceutical applications
PRODUCTS
ALUMINUM HYDROXIDES/DASC. The Company's specialty chemical division provides active aluminum hydroxide compounds and DASC which are principally used in pharmaceutical-quality liquid antacids, tablet antacids and a growing generic antacid market. These compounds are also used in water treatment and other industrial specialty areas.
ALUMINUM DERIVATIVES. Aluminum derivatives act as reactive intermediates and are primarily utilized as viscosity builders and cross-linkers in printing inks and other industrial coatings. They also serve as a unique source of reactive aluminum metal. With an expanding number of possible uses for these specialty compounds, the aluminum derivative segment is expected to be a growth vehicle for the division. Although printing ink applications form the core product market, new technologies for industrial lubricants and high-purity reactive aluminum compounds offer a number of new opportunities.
GLYCINE. Glycine is an amino acid used in the formulation of certain intravenous solutions and other pharmaceutical applications and as a buffer in anti-perspirant compounds. It also serves
as a taste modifier in foods, including certain seafood and pet food products. Although the glycine market has historically been highly volatile, the Company's specialty chemicals division capitalizes on periodic opportunities which arise from fluctuating market conditions.
NEW PRODUCTS. The Company's specialty chemicals division is actively pursuing new product opportunities that will supplement its core business. The division expects to develop and market a custom food grade purification process during fiscal 1995.
MANUFACTURING
The Company manufactures a substantial portion of its consumer products and all of its specialty chemicals products at its Chattanooga plant. Currently, the Company has adequate capacity to meet anticipated demand for its consumer products. New consumer products can generally be manufactured with the adaptation of existing equipment and facilities, with the addition of new equipment at relatively small cost or through readily available contract manufacturers. The Company has sufficient capacity to manufacture its existing requirements of specialty chemicals products and the anticipated increase in demand of such products in the near term. For additional information about the extent of utilization of the Company's manufacturing facilities, see "Properties", Item 2
ITEM 2. PROPERTIES
The Company's headquarters and administrative offices are located at 1715 West 38th Street, Chattanooga, Tennessee. The Company's primary production facilities are adjacent to the Company's headquarters on land owned by the Company. The Company owns the primary ware- house for its specialty chemicals division, which is located adjacent to the Company's headquarters, and leases the primary warehouse and distribution center for its domestic consumer products division, which is located at 3100 Williams Street, Chattanooga, Tennessee. The following table describes in detail the principal properties owned and leased by the Company:
The productive capacity and utilization of the Company's manufacturing facilities varies by division. The consumer products division, which accounts for approximately 75% of total revenues, is currently operating its facilities at approximately 50% of total capacity. These facilities are FDA approved and are capable of further utilization through the use of full-time second and third shifts. The capacity of the specialty chemicals division varies by product line and can be affected by small changes in setup and additional equipment purchases. The utilization of the specialty chemical division's manufacturing facility based upon current processes ranges from 40% to 80% among the division's four principal product lines. The specialty chemical division's facility is also FDA approved.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Note 9 to the Consolidated Financial Statements on page 28 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information found on pages 15, 27 and 28 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information found on page 14 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information found on pages 9 to 12 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
The information found on pages 13 to 32 of the Company's 1994 Annual Report to Shareholders is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE REGISTRANT
(a) DIRECTORS The information found in the Company's 1995 Proxy Statement under the heading "Information about Nominees and Continuing Directors" is hereby incorporated by reference.
(b) EXECUTIVE OFFICERS The following table lists the names of the executive officers of the Company as of February 22, 1995, their ages, their positions and offices with the Company and the year in which they were first elected to these positions:
POSITION WITH FIRST NAME AGE REGISTRANT ELECTED - - - ------------------ --- -------------------------------------- ------- Zan Guerry 46 Chairman of the Board; President and Chief Executive Officer; Director 1990
Robert E. Bosworth 47 Executive Vice President and Chief Financial Officer; Director 1990
Mr. Zan Guerry was elected to his present positions with the Company in June 1990. Previously he served as Vice President and Chief Financial Officer from 1980 until 1983, and as Executive Vice President from 1983 to 1990. Mr. Guerry was first elected as a director of the Company in 1981.
Mr. Bosworth was elected to his present positions with the Company in June 1990. Previously he served as Vice President and Chief Financial Officer of the Company from 1985 to 1990. Mr. Bosworth was first elected as a director of the Company in 1986.
(c) PROMOTERS AND CONTROL PERSONS Not applicable.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The information found in the Company's 1995 Proxy Statement under the heading "Executive Compensation and Other Information" is hereby incorporated by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information found in the Company's 1995 Proxy Statement under the heading "Voting Securities and Principal Holders Thereof" is hereby incorporated by reference.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K
(a) 1. The consolidated financial statements and the related report of independent public accountants required to be filed with this Report are incorporated by reference from pages 16 to 32 of the Company's 1994 Annual Report to Shareholders.
2. The following documents are filed or incorporated by reference as exhibits to this report:
Exhibit Number Description of Exhibit References ------- -------------------------------------- ---------- 3 Amended and Restated Charter of Chattem, Inc. (7)
4 Amended and Restated By-Laws of Chattem, Inc. (9)
Form of Indenture dated August 3, 1994 between Chattem, Inc. and SouthTrust Bank of Alabama, N.A. relating to the 12.75% Series B Senior Subordinated Notes due 2004 (10)
10 Material Contracts -
ULTRASWIM License Agreement (1)
BULLFROG Purchase Agreement (2)
Purchase and sale agreement dated March 6, 1989 between Chattem, Inc. and Ari-Med Pharmaceuticals, Inc. relating to the products FLEX-ALL 454 and FLEX-ALL 5000 (3)
Chattem, Inc. Employee Stock Ownership Plan dated August 25, 1989 (4)
Exhibit Number Description of Exhibit References ------- -------------------------------------- ---------- 10 Chattem, Inc. Savings and Investment Plan dated June 11, 1990 (5) Lease Agreement dated February 1, 1991 between Tammy Development Company and Chattem, Inc. for warehouse space at 3100 Williams Street, Chattanooga, Tennessee (6)
Non-Competition and Severance Agree- ments as Amended - Zan Guerry Robert E. Bosworth Robert M. Boyd, Jr. J. Pemberton Guerry (6)
Lease agreement between Atlantis Real Estate Corporation and Chattem (Canada) Inc. and Chattem, Inc. for Unit 1, 2220 Argentia Road, Mississauga, Ontario, Canada (7)
Lease agreement between Guildhall Property Holdings Limited and Chattem (U.K.) Limited for Unit 7, Ringway Centre, Edison Road, Basingstoke, Hampshire, England (7)
Chattem, Inc. Non-Statutory Stock Option Plan - 1993 (8)
Manufacturing agreement dated May 12, 1993 between Chattem, Inc. and Procter & Gamble Pharmaceuticals, Inc. relating to NORWICH aspirin products (9)
Stock Purchase Agreement dated June 11, 1993 between Chattem, Inc. and First Union Capital Partners, Inc. (10)
Registration Agreement dated June 11, 1993 between Chattem, Inc. and First Union Capital Partners, Inc. (10)
Exhibit Number Description of Exhibit References ------- -------------------------------------- ---------- 10 Chattem, Inc. Non-Statutory Stock Option Plan - 1994 (10)
Chattem, Inc. Non-Statutory Stock Option Plan for Non-Employee Directors - 1994 (11)
Asset Purchase and Sale Agreement dated May 12, 1994 between The Procter & Gamble Company and Signal Investment & Management Co. for the BENZODENT Business (12)
Purchase and Sale Agreement dated June 3, 1994 between Chattem (Canada) Inc. and Cosmetic Import Company Limited (13)
Purchase Agreement dated June 10, 1994 between Chattem, Inc.and Kidder, Peabody & Co. Incorporated (13)
Note Registration Rights Agreement dated June 17, 1994 between Chattem, Inc. and Kidder, Peabody & Co. Incorporated (13)
Warrant Registration Rights Agreement dated June 17, 1994 between Chattem, Inc. and Kidder, Peabody & Co. Incorporated (13)
Asset Purchase and Sale Agreement dated June 17, 1994 between Sterling Winthrop Inc. and Signal Investment & Management Co. (13)
Working Capital Credit Agreement dated June 17, 1994 among Chattem, Inc., the lenders named therein and The First National Bank of Chicago, as Agent. (13)
Exhibit Number Description of Exhibit References ------- -------------------------------------- ---------- 10 Acquisition Credit Agreement dated June 17, 1994 among Chattem, Inc., the lenders named therein and The First National Bank of Chicago, as Agent. (13)
Renewal lease agreement dated December 5, 1994 between Atlantis Real Estate Corporation and Chattem (Canada) Inc. and Chattem, Inc. for Unit 1, 2220 Argentia Road, Mississauga, Ontario, Canada (14)
11 Computation of per share earnings (14)
13 1994 Annual Report to Shareholders of Chattem, Inc. (14)
22 Subsidiaries of the Company (14)
24 Consent of Independent Public Accountants (14)
REFERENCES:
Previously filed as an exhibit to and incorporated by reference from: (1) Form 10-K for the year ended May 31, 1986. (2) Form 10-Q for the quarter ended February 28, 1987. (3) Form 10-K for the year end May 31, 1989. (4) Form S-8 Registration Statement (No. 33-30742). (5) Form S-8 Registration Statement (No. 33-35386). (6) Form 10-K for the year ended November 30, 1991. (7) Form 10-K for the year ended November 30, 1992. (8) Form S-8 Registration Statement (No. 33-55640). (9) Form 10-K for the year ended November 30, 1993. (10) Form S-8 Registration Statement (No. 33-78524). (11) Form S-8 Registration Statement (No. 33-78522). (12) Form 8-K dated May 12, 1994. (13) Form S-2 Registration Statement (No. 33-80770). (14) Filed as an exhibit to this Form 10-K for the year ended November 30, 1994.
(b) There were no Form 8-K's filed with the Securities and Exchange Commission during the three months ended November 30, 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 22, 1995 CHATTEM, INC. By: /s/ ----------------------------- Title: Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
Signature Title Date - - - --------------------------- -------------------------- ---------------
/s/ Zan Guerry Chairman of the Board, 2/22/95 - - - --------------------------- President and Director --------------- Zan Guerry (Chief Executive Officer)
/s/ Samuel E. Allen Director 2/22/95 - - - --------------------------- --------------- Samuel E. Allen
/s/ Louis H. Barnett Director 2/22/95 - - - --------------------------- --------------- Louis H. Barnett
/s/ Robert E. Bosworth Executive Vice President and 2/22/95 - - - --------------------------- Chief Financial Officer and --------------- Robert E. Bosworth Director (Principal Financial and Accounting Officer)
/s/ Robert M. Boyd, Jr. Director 2/22/95 - - - --------------------------- --------------- Robert M. Boyd, Jr.
/s/ Francis L. Capers Director 2/22/95 - - - --------------------------- --------------- Francis L. Capers
/s/ Richard E. Cheney Director 2/22/95 - - - --------------------------- --------------- Richard E. Cheney
/s/ Scott L. Probasco, Jr. Director 2/22/95 - - - --------------------------- --------------- Scott L. Probasco, Jr.
/s/ A. Alexander Taylor, II Director 2/22/95 - - - --------------------------- --------------- A. Alexander Taylor, II
CHATTEM, INC. AND SUBSIDIARIES EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------- ----------------------------------------------------------------- 10.1 Renewal lease agreement dated December 5, 1994 between Atlantis Real Estate Corporation and Chattem (Canada) Inc. and Chattem, Inc. for Unit I, 2220 Argentia Road, Mississauga, Ontario, Canada
11 Computation of per share earnings
13 1994 Annual Report to Shareholders of Chattem, Inc.
22 Subsidiaries of the Company