-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6yIaYy6445C6zlYdBsL0U86xTfJ5NQcaxrZVtau2kDa7mNf1T//zdPl2El55bQS XMBojCNVVFoVn2qJhNcGvA== 0000036995-98-000153.txt : 19980310 0000036995-98-000153.hdr.sgml : 19980310 ACCESSION NUMBER: 0000036995-98-000153 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980309 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHATTEM INC CENTRAL INDEX KEY: 0000019520 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 620156300 STATE OF INCORPORATION: TN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-14545 FILM NUMBER: 98560147 BUSINESS ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 BUSINESS PHONE: 4238214571 MAIL ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 FORMER COMPANY: FORMER CONFORMED NAME: CHATTEM DRUG & CHEMICAL CO DATE OF NAME CHANGE: 19790111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST UNION CORP CENTRAL INDEX KEY: 0000036995 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 560898180 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FIRST UNION CTR CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 BUSINESS PHONE: 7043746565 MAIL ADDRESS: STREET 1: ONE FIRST UNION CENTER STREET 2: 301 S TRYON ST CITY: CHARLOTTE STATE: NC ZIP: 28288-0137 FORMER COMPANY: FORMER CONFORMED NAME: CAMERON FINANCIAL CORP DATE OF NAME CHANGE: 19750522 FORMER COMPANY: FORMER CONFORMED NAME: FIRST UNION NATIONAL BANCORP INC DATE OF NAME CHANGE: 19721115 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 4) CHATTEM, INC. (Name of Issuer) Common Stock, without par value (Title of Class of Securities) 162456 10 7 (CUSIP Number) Marion A. Cowell, Jr. Executive Vice President, Secretary and General Counsel First Union Corporation One First Union Center Charlotte, North Carolina 28288-0013 (704) 374-6828 with a copy to: Ted A. Gardner Senior Vice President First Union Capital Partners, Inc. One First Union Center 301 S. College Street - 5th Floor Charlotte, North Carolina 28288-0732 (704) 374-4769 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) February 26, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: . Page 1 of 8 Pages (continued on following pages) Cusip No. 162456107 13D Page 2 of 8 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON First Union Capital Partners, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARE DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 162456107 13D Page 3 of 8 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON First Union National Bank 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION National Association NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARE DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTIONS BEFORE FILLING OUT! Cusip No. 162456107 13D Page 4 of 8 1 NAME OF REPORTING PERSON SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON First Union Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3 SEC USE ONLY 4 SOURCE OF FUNDS* AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION North Carolina NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 0 10 SHARE DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 0.0% 14 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is revised and amended and restated in its entirety as set forth below: (a) After giving effect to the transactions described in Item 5(c) below, FUCP no longer is the beneficial owner of any shares of Common Stock. By virtue of the relationship between FUCP and FUNB described in Item 2, FUNB is no longer the indirect beneficial owner of any shares of Common Stock. By virtue of the relationship between FUCP and FUNB described in Item 2, FTU is no longer the indirect beneficial owner of any shares of Common Stock. Keystone Investment Management Company ("Keystone"), an investment advisor for mutual funds and a wholly-owned subsidiary of FTU, has sole voting and dispositive power over 60,400 shares of Common Stock, representing approximately 0.7% of the Company's Common Stock. However, FTU disclaims beneficial ownership with respect to such shares. The percentages calculated in this Item 5 are based upon 9,070,854 shares of Common Stock outstanding as of February 20, 1998 (as reported in the Company's Annual Report on Form 10-K for the fiscal year ended November 30, 1997). However, subsidiaries of FTU continue to act as custodian for four accounts which hold an aggregate of 17,650 shares of the Company's Common Stock, or approximately 0.2% of the aggregate outstanding shares. The Reporting Persons disclaim beneficial ownership with respect to such shares. (b) Neither FUCP, FUNB nor FTU has the power to vote or direct the vote or the power to dispose of or direct the disposition of any shares of Common Stock. By virtue of the relationship between FTU and Keystone described in this Item 5, FTU has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 60,400 shares of Common Stock controlled by Keystone. (c) Other than as described below, none of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the executive officers or directors of any of the Reporting Persons, has effected any transaction in shares of Common Stock during the past 60 days. On February 18, 1998, FUCP contributed all 570,282 shares of Common Stock owned by it to FUNB, to hold as trustee for the account of First Union Foundation ("FUF"), a charitable foundation controlled by FTU. On February 26, 1998, FUNB sold, as trustee for the account of FUF, 150,000 shares of Common Stock in an open market transaction at a price per share of $19.12. On February 27, 1998, FUNB sold, as trustee for the account of FUF, 420,282 shares of Common Stock in an open market transaction at a price per share of $19.00. FUNB paid normal and customary brokerage commissions in connection with each of the transactions described above. After giving effect to the transactions described in this Item 5(c), the beneficial ownership of the securities of the Company by the Reporting Persons is as set forth in Item 5(a) above. (d) Not applicable. (e) The Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Common Stock of the Company on February 27, 1998. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies (on behalf of itself and each of First Union National Bank and First Union Corporation) that the information set forth in this statement is true, complete and correct. March 6, 1998 FIRST UNION CAPITAL PARTNERS, INC. By:/s/ Ted A. Gardner Name: Ted A. Gardner Title: Senior Vice President EXHIBIT INDEX Exhibit Description Page A Stock Purchase Agreement, dated as of June 11, 1993 by and between Chattem, Inc., and First Union Capital Partners, Inc. * B Registration Agreement, dated as of June 11, 1993 by and between Chattem, Inc., and First Union Capital Partners, Inc. * C Joint Filing Agreement dated as of June 11, 1993 by and among First Union Capital Partners, Inc., Dominion Bank, N.A. (now First Union National Bank), First Union Corporation of Virginia and First Union Corporation. * * Filed as an Exhibit to the Reporting Person's Schedule 13D filed June 18, 1993. -----END PRIVACY-ENHANCED MESSAGE-----