-----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, BhR+3Ard4qAeUUhmyGRsBVUP0H7+Fb85ZzoBQ9goyTUzojlv/7s/9D2wzae266we uQsSDTIrtGYlbc6Fb6+URQ== 0000950168-97-001608.txt : 19970623 0000950168-97-001608.hdr.sgml : 19970623 ACCESSION NUMBER: 0000950168-97-001608 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970620 SROS: NONE 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: 1934 Act SEC FILE NUMBER: 005-14545 FILM NUMBER: 97627804 BUSINESS ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 BUSINESS PHONE: 6158214571 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: FIRST UNION CORPORA STREET 2: ONE FIRST UNION CENTER CITY: CHARLOTTE STATE: NC ZIP: 28288-0630 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 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) 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) 374-4810 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) JUNE 9, 1997 (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 22 Pages - ---------------------- ------------------ CUSIP No. 162456 10 7 13D Page 2 of 22 Pages - ---------------------- ------------------
===================================================================================================================== 1 NAME OF REPORTING PERSON First Union Capital Partners, Inc. S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON - --------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 670,282 REPORTING ----------------------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 670,282 - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,282 - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO =====================================================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ------------------ CUSIP No. 162456 10 7 13D Page 3 of 22 Pages - ---------------------- ------------------
===================================================================================================================== 1 NAME OF REPORTING PERSON First Union National S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Bank of Virginia - --------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 670,282 REPORTING ----------------------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 670,282 - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,282 - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* BK =====================================================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ------------------ CUSIP No. 162456 10 7 13D Page 4 of 22 Pages - ---------------------- ------------------
===================================================================================================================== 1 NAME OF REPORTING PERSON First Union Corporation S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON of Virginia - --------------------------------------------------------------------------------------------------------------------- 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 VIRGINIA - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 670,282 REPORTING ----------------------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 670,282 - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,282 - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC =====================================================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT! - ---------------------- ------------------ CUSIP No. 162456 10 7 13D Page 5 of 22 Pages - ---------------------- ------------------
===================================================================================================================== 1 NAME OF REPORTING PERSON First Union Corporation S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON - --------------------------------------------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 670,282 REPORTING ----------------------------------------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 670,282 - --------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 670,282 - --------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] - --------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% - --------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* HC =====================================================================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. This Statement relates to shares of Common Stock, without par value (the "Common Stock"), of Chattem, Inc., a Tennessee corporation (the "Company"). The address of the Company's principal executive office is 1715 West 38th Street, Chattanooga, Tennessee 37409. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is being jointly filed by First Union Capital Partners, Inc., a Virginia corporation ("FUCP"), by virtue of its direct beneficial ownership of Common Stock, and First Union National Bank of Virginia, N.A., a national association formerly known as "Dominion Bank, N.A." ("FUBV"), First Union Corporation of Virginia, a Virginia corporation ("FUCV"), and First Union Corporation, a North Carolina corporation ("FUC"), by virtue of their indirect beneficial ownership of Common Stock through their direct and indirect ownership of FUCP. The foregoing entities are collectively referred to herein as the "Reporting Persons." Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. By their signature on this Statement, each of the Reporting Persons agrees that this Statement is filed on behalf of such Reporting Person. Certain information required by this Item 2 concerning the directors and executive officers of the Reporting Persons is set forth on Schedule A attached hereto, which is incorporated herein by reference. (b) The address of the principal business and principal office of FUCP is One First Union Center, 301 South College Street, 5th floor, Charlotte, North Carolina 28288-0732. The address of the principal business and principal office of FUBV and FUCV is 213 South Jefferson Street, Roanoke, Virginia 24088 and of FUC is One First Union Center, 301 South College Street, Charlotte, North Carolina 28288-0732. (c) FUCP, a wholly-owned subsidiary of FUBV, is engaged principally in the business of venture capital investing. FUBV, which is engaged principally in the business of banking, is a wholly-owned subsidiary of FUCV. FUCV, which is a bank holding company principally engaged in the business of banking through its subsidiary, FUBV, is a wholly-owned subsidiary (except for directors' qualifying shares) of FUC. FUC is a bank holding company which is principally engaged in the business of banking through its subsidiaries. (d) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons nor, to the best knowledge of such persons, any of the persons named in Schedule A to this Statement, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. 6 (f) Not applicable. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. FUCP and the Company are parties to a Stock Purchase Agreement, dated as of June 11, 1993 (the "Purchase Agreement"), pursuant to which on June 11, 1993 (the "Closing") FUCP purchased, and the Company issued and sold, 1,866,667 shares (the "Purchased Shares") of Common Stock for an aggregate cash consideration of $14,000,000. The source of such funds was internal working capital. The Stock Purchase Agreement is attached hereto as Exhibit A and is incorporated herein by this reference. Certain capitalized terms used in this Statement and not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. ITEM 4. PURPOSE OF TRANSACTION. FUCP purchased the Common Stock pursuant to the Purchase Agreement solely for investment purposes. As of the date of this Statement, FUCP is the direct beneficial owner of 670,282 shares of Common Stock, representing approximately 7.8% of the Company's Common Stock (see Item 5). Depending on market conditions and other factors (including evaluation of the Company's businesses and prospects, availability of funds, alternative uses of funds and general economic conditions) and subject to certain agreements with the Company with respect to the transfer or acquisition of Common Stock which are described below, FUCP may from time to time purchase additional securities of the Company or FUCP may actively seek to dispose of all or a portion of its investment in the Company (a) through sales to other institutional or accredited investors in additional privately negotiated transactions, (b) through sales pursuant to Rule 144 under the Securities Act of 1933 or (c) by exercise of its rights to require the Company to register shares of Common Stock held by it under the Securities Act of 1933. Pursuant to the Purchase Agreement, FUCP has agreed that unless otherwise approved in writing by the Company, the aggregate purchase price of Common Stock held at any one time by FUCP and its Affiliates will not exceed $15 million. Pursuant to the Purchase Agreement, FUCP has agreed that unless otherwise consented to in writing by the Company, FUCP will not transfer Purchased Shares constituting more than 5% of the total shares of Common Stock then issued and outstanding to any one Person or "group" (as such term is used under Section 13(d) of the Securities Exchange Act) of Persons. The summary of certain provisions of the Purchase Agreement set forth in this Item 4 and elsewhere in this Statement is not intended to be complete and is qualified in its entirety by reference to the detailed provisions of the Purchase Agreement set forth in Exhibit A attached hereto. In addition, pursuant to a Registration Agreement, dated as of June 11, 1993 (the "Registration Agreement") by and between FUCP and the Company, FUCP has been granted certain demand and piggyback registration rights with respect to the Common Stock. The Registration Agreement is attached hereto as Exhibit B. 7 Except as set forth in this Item 4 and elsewhere in this Statement, neither the Reporting Persons nor, to the best knowledge of such Reporting Persons, any of the persons named in Schedule A to this Statement, has any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company, (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) After giving effect to the transactions described in Item 5(c) below, FUCP is the beneficial owner of 670,282 shares of Common Stock, representing approximately 7.8% of the Company's Common Stock. By virtue of the relationship between FUCP and FUBV described in Item 2, FUBV may be deemed to be the indirect beneficial owner of the 670,282 shares of Common Stock beneficially owned by FUCP, representing approximately 7.8% of the Company's Common Stock. By virtue of the relationship between FUCP, FUBV and FUCV described in Item 2, FUCV may be deemed to be the indirect beneficial owner of the 670,282 shares of Common Stock beneficially owned by FUCP, representing approximately 7.8% of the Company's Common Stock. By virtue of the relationship between FUCP, FUBV, FUCV and FUC described in Item 2, FUC may be deemed to be the indirect beneficial owner of the 670,282 shares of Common Stock beneficially owned by FUCP, representing approximately 7.8% of the Company's Common Stock. The percentages calculated in this Item 5 are based upon 8,613,641 shares of Common Stock outstanding as of April 11, 1997. In addition to the holdings listed above, subsidiaries of FUC act as custodian for three accounts which hold an aggregate of 15,200 shares of the Company's Common Stock, or approximately .2% of the aggregate outstanding shares. The Reporting Persons disclaim beneficial ownership with respect to such shares. (b) FUCP has the power to vote or direct the vote and the power to dispose of or direct the disposition of the 670,282 shares of Common Stock beneficially owned by FUCP. By virtue of the relationship between FUCP and FUBV described in Item 2, FUBV may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power 8 to dispose of or direct the disposition of the 670,282 shares of Common Stock beneficially owned by FUCP. By virtue of the relationship between FUCP, FUBV and FUCV described in Item 2, FUCV may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the 670,282 shares of Common Stock beneficially owned by FUCP. By virtue of the relationship between FUCP, FUBV, FUCV and FUC described in Item 2, FUC may be deemed to indirectly share the power to vote or direct the vote and indirectly share the power to dispose of or direct the disposition of the 670,282 shares of Common Stock beneficially owned by FUCP. (c) Other than as described below, none of the Reporting Persons, nor to the best knowledge of the Reporting Persons, any of the persons named in Schedule A to this Statement, has effected any transaction in shares of Common Stock during the past 60 days. On June 9, 1997, FUCP sold, in a privately negotiated transaction, 100,000 shares of Common Stock that FUCP acquired pursuant to the Purchase Agreement, to an accredited investor not affiliated with any of the Reporting Persons. On June 13, 1997, FUCP sold, in a privately negotiated transaction, 96,385 shares of Common Stock that FUCP acquired pursuant to the Purchase Agreement, to an institutional investor not affiliated with any of the Reporting Persons. The terms of each sale were the result of arms-length negotiations between FUCP and such investors. The purchase price of the shares sold by FUCP, paid in cash, in each of these transactions was $10.375 per share of Common Stock. On June 20, 1997, FUCP sold, in a privately negotiated transaction, 800,000 shares of Common Stock that FUCP acquired pursuant to the Purchase Agreement, to an investment adviser on behalf of certain of its clients, none of which are affiliated with any of the Reporting Persons. The sale was arranged by Wheat, First Securities, Inc., and the terms of such sale were the result of arms-length negotiations between FUCP and such investment adviser. The gross purchase price of the shares sold by FUCP, paid in cash, was $10.875 per share of Common Stock. Of this gross purchase price, FUCP received $10.625 per share of Common Stock and Wheat, First Securities, Inc. received $.25 per share of Common Stock. 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) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth in Item 4, to the best knowledge of the Reporting Persons, no contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 or between such persons and any other person with respect to any securities of the 9 Company, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A -- Stock Purchase Agreement, dated as of June 11, 1993, by and between Chattem, Inc. and First Union Capital Partners, Inc.* Exhibit B -- Registration Agreement, dated as of June 11, 1993, by and between Chattem, Inc. and First Union Capital Partners, Inc.* Exhibit 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 of Virginia, N.A.), First Union Corporation of Virginia and First Union Corporation.* - --------------- * Filed as an exhibit to the Reporting Person's Schedule 13D Filed June 18, 1993 10 SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. June 20, 1997 FIRST UNION CAPITAL PARTNERS, INC. By: /s/ Ted A. Gardner Name: Ted A. Gardner Title: Senior Vice President 11 SCHEDULE A INFORMATION AS TO DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
OCCUPATION OR EMPLOYMENT, BUSINESS (B)* OR NAME OF EMPLOYER, BUSINESS RESIDENCE (R) OF EMPLOYER, ADDRESS OF NAME ADDRESS EMPLOYER FIRST UNION CAPITAL PARTNERS, INC. DIRECTORS Robert T. Atwood (1) Executive Vice President, Chief Financial Officer, FUC (1) Marion A. Cowell, Jr. (1) Executive Vice President, General Coun- sel & Secretary, FUC (1) EXECUTIVE OFFICERS W. Barnes Hauptfuhrer (1) President (1) Robert T. Atwood (1) Executive Vice President (1) David B. Carson (1) Senior Vice President (1) Jay M. Chernosky (1) Senior Vice President (1) James C. Cook (1) Senior Vice President (1) Amiel David (1) Senior Vice President (1) Frederick W. Eubank, III (1) Senior Vice President (1) Ted A. Gardner (1) Senior Vice President (1) L. Watts Hamrick, III (1) Senior Vice President (1) James H. Hatch (1) Senior Vice President (1) Kent S. Hathaway (1) Senior Vice President & Treasurer (1) James M. Kipp (1) Senior Vice President & Secretary (1) David Neal Morrison (1) Senior Vice President (1) Scott B. Perper (1) Senior Vice President (1) Kevin J. Roche (1) Senior Vice President (1) Kenneth R. Stancliff (1) Senior Vice President (1) 12 FIRST UNION NATIONAL BANK OF VIRGINIA DIRECTORS George R. Aldhizer, Jr., Esq. (B) Partner, Wharton, Aldhizer & Weaver, P.L.C., attorneys 100 South Mason Street P. O. Box 20028 Harrisburg, VA 22801-7528 J. Richard Carling (B) Vice Chairman, FUCV (2) James B. Crawford (B) Chairman & CEO, James River Coal Company, coal mining and production 701 East Byrd Street, Suite 1100 Richmond, VA 23219-4529 Warner N. Dalhouse (R) Retired 460 Tranquility Road Moneta, VA 24121 Alice W. Handy (B) Treasurer, University of Virginia P. O. Box 9012 Charlottesville, VA 22906 Robert W. Helms (B) Vice Chairman, FUCV (2) Janet Hill (B) Vice President, Alexander & Associates, Inc., a consulting firm 400 C Street, NE Washington, DC 20002 James T. Holland (R) President & CEO, O'Sullivan Corpora- 261 Merrifield Lane tion, vinyl manufacturing Winchester, VA 22602 P. O. Box 3510 Winchester, VA 22604 Glenn A. Hunsucker (R) President & Chief Operating Officer 135 Plantation Road (COO), Bassett Furniture Industries, Martinsville, VA 24112 Inc., furniture manufacturing P. O. Box 626 Bassett, VA 24055 Benjamin P. Jenkins, III (B) Chairman, President & CEO, FUCV (2) William E. Lavery (R) Retired 509 Preston Avenue Blackburg, VA 24060 13 John L. Ray, Esq. (B) Partner, Manatt, Phelps & Phillips, attorneys 1501 M Street, NW Washington, DC 20005 Thomas L. Robertson (B) President & CEO, Carilion Health Sys- tem, health care provider P. O. Box 13727 Roanoke, VA 24036-3727 William G. Shenkir (B) Professor, University of Virginia McIntire School of Commerce 420 Rockwood Charlottesville, VA 22903 Donald G. Smith (B) Chairman, CEO, President & Treasurer Roanoke Electric Steel Corp., manufac- turer of specialty steel products P. O. Box 13948 Roanoke, VA 24038 Glenn O. Thornhill, Jr. (B) Chairman & CEO, Maid Bess Corp., uniform manufacturing 865 Cleveland Avenue Salem, VA 24153 Paul E. Torgerson (B) President, Virginia Polytechnic Institute & State University 210 Burruss Hall Blacksburg, VA 24061-0131 EXECUTIVE OFFICERS Benjamin P. Jenkins, III (2) Chairman, CEO and President (2) Edward E. Crutchfield (2) Vice Chairman (2) J. Richard Carling (2) Vice Chairman (2) Marion A. Cowell, Jr. (2) Executive Vice President (2) Herbert R. Hamlet (2) Executive Vice President (2) Ronald L. Hinkle (2) Executive Vice President (2) Robert G. Hoak (2) Executive Vice President (2) C. Royce Hough (2) Executive Vice President (2) Richard K. Wagoner (2) Executive Vice President (2) Gerald S. Salley (2) Senior Vice President & Chief Financial Officer (CFO) (2) Richard Carling (2) Vice Chairman (2) 14 FIRST UNION CORPORA- TION OF VIRGINIA DIRECTORS George R. Aldhizer, Jr., Esq. (B) Partner, Wharton, Aldhizer & Weaver, P.L.C., attorneys 100 South Mason Street P. O. Box 20028 Harrisburg, VA 22801-7528 J. Richard Carling (B) Vice Chairman, FUCV (3) James B. Crawford (B) Chairman & CEO, James River Coal Company, coal mining and production 701 East Byrd Street, Suite 1100 Richmond, VA 23219-4529 Warner N. Dalhouse (R) Retired 460 Tranquility Road Moneta, VA 24121 Alice W. Handy (B) Treasurer, University of Virginia P. O. Box 9012 Charlottesville, VA 22906 Robert W. Helms (B) Vice Chairman, FUCV (3) Janet Hill (B) Vice President, Alexander & Associates, Inc., a consulting firm 400 C Street, NE Washington, DC 20002 James T. Holland (R) President & CEO, O'Sullivan Corpora- 261 Merrifield Lane tion, vinyl manufacturing Winchester, VA 22602 P. O. Box 3510 Winchester, VA 22604 Glenn A. Hunsucker (R) President & Chief Operating Officer 135 Plantation Road (COO), Bassett Furniture Industries, Martinsville, VA 24112 Inc., furniture manufacturing P. O. Box 626 Bassett, VA 24055 Benjamin P. Jenkins, III (B) Chairman, President & CEO, FUCV (3) William E. Lavery (R) Retired 509 Preston Avenue Blackburg, VA 24060 15 John L. Ray, Esq. (B) Partner, Manatt, Phelps & Phillips, attorneys 1501 M Street, NW Washington, DC 20005 Thomas L. Robertson (B) President & CEO, Carilion Health Sys- tem, health care provider P. O. Box 13727 Roanoke, VA 24036-3727 William G. Shenkir (B) Professor, University of Virginia McIntire School of Commerce 420 Rockwood Charlottesville, VA 22903 Donald G. Smith (B) Chairman, CEO, President & Treasurer Roanoke Electric Steel Corp., manufac- turer of specialty steel products P. O. Box 13948 Roanoke, VA 24038 Glenn O. Thornhill, Jr. (B) Chairman & CEO, Maid Bess Corp., Uniform manufacturing 865 Cleveland Avenue Salem, VA 24153 Paul E. Torgerson (B) President, Virginia Polytechnic Institute & State University 210 Burruss Hall Blacksburg, VA 24061-0131 EXECUTIVE OFFICERS Benjamin P. Jenkins, III (3) Chairman, CEO and President (3) J. Richard Carling (3) Vice Chairman (3) Robert W. Helms (3) Vice Chairman (3) Gerald S. Salley (3) Senior Vice President & CFO Robert T. Atwood (3) Executive Vice President (3) Robert G. Hoak (3) Executive Vice President (3) 16 FIRST UNION CORPORATION: DIRECTORS A. Dano Davis (B) Chairman & Principal Executive Officer Winn-Dixie Stores, Inc., retail grocery stores 5050 Edgewood Court Jacksonville, FL 32254 Roddy Dowd, Sr. (R) Chairman, Charlotte Pipe and Foundry 1242 Queens Road West Company, a manufacturer of pipe and Charlotte, NC 28207 fittings P O Box 35430 Charlotte, NC 28235 William H. Goodwin, Jr. (R) Chairman, CCA Industries, a manufac- 6701 River Road turer of sports and other equipment and Richmond, VA 23229 diversified holding company 901 East Cary Street, Suite 1400 Richmond, VA 23219 Jack A. Laughery (R) Chairman, Laughery Investments, a 1750 Hunter Hill Road restaurant developer Rocky Mount, NC 27804 800 Tiffany Boulevard, Suite 300 Rocky Mount, NC 27804 Radford D. Lovett (R) Chairman, Commodores Point Terminal 129 Ponte Vedra Blvd. Corp., an operator of a marine terminal Ponte Vedra Beach, FL and a real estate management company 32082 P O Box 4069 Jacksonville, FL 32201 Randolph N. Reynolds (R) Vice Chairman, Reynolds Metals Com- 860 S River Road pany, an aluminum manufacturer Richmond, VA 23229 P O Box 27002 Richmond, VA 23261 John D. Uible (B) Investor 225 Water Street, Ste. 840 Jacksonville, FL 32202 17 G. Alex Bernhardt, Sr. (R) Chairman and Chief Executive Officer, 7120 Green Hill Circle Bernhardt Furniture Company, furniture Blowing Rock, NC 28605 manufacturing P O Box 740 Lenoir, NC 28645 W. Waldo Bradley (R) Chairman, Bradley Plywood Corporation, Sylvan Island wholesale distributor of building Savannah, GA 31404 materials P O Box 1408 Savannah, GA 31402-1408 Howard H. Haworth (R) President, The Haworth Group and The 1340 Scotland Avenue Haworth Foundation, Inc., investments Charlotte, NC 28201 Charlotte, NC 28201 Leonard G. Herring (R) Investor 310 Coffey Street North Wilkesboro, NC 28659 Mackey J. McDonald (B) President & Chief Executive Officer, VF Corporation, apparel manufacturing 1047 North Park Road Wyomissing, PA 19610 Lanty L. Smith (R) Chairman and Chief Executive Officer, 1401 Westridge Road Precision Fabrics Group, Inc., a manu- Greensboro, NC 27401 facturer of technical, high-performance textile products North Carolina Trust Bldg., Ste. 600 Greensboro, NC 27401 Dewey L. Trogdon (R) Chairman, Cone Mills Corporation, a P O Box 1477 textile manufacturer Banner Elk, NC 28604 1201 Maple Street Greensboro, NC 27405 Robert J. Brown (R) Chairman, President and Chief Executive 1129 Pennywood Drive Officer, B&C Associates, Inc., a public High Point, NC 27265 relations and marketing research firm P O Box 2636 High Point, NC 27261 18 Edward E. Crutchfield, Jr. (4) Chairman and Chief Executive Officer, First Union Corporation (4) R. Stuart Dickson (R) Chairman of the Executive Committee, 2235 Pinewood Circle Ruddick Corporation, a diversified hold- Charlotte, NC 28211 ing company 2000 Two First Union Center Charlotte, NC 28282 B. F. Dolan (B) Investor 1990 Two First Union Center Charlotte, NC 28282 John R. Georgius (4) Vice Chairman, First Union Corporation (4) Max Lennon (R) President, Mars Hill College President's Home 50 Marshall Street Mars Hill College Mars Hill, NC 28754 Mars Hill, NC 28754 Ruth G. Shaw (R) Senior Vice President, Corporate 288 Avinger Lane Resources and Chief Administrative Offi- Davidson, NC 28036 cer, Duke Power Company, an investor- owned electric utility P O Box 1009 Charlotte, NC 28201-1009 B. J. Walker (4) Vice Chairman, First Union Corporation (4) Edward E. Barr (R) Chairman, President & Chief Executive 560 Illingworth Avenue Officer, Sun Chemical Corporation, a Englewood, NJ 07631 graphic arts materials manufacturer 222 Bridge Plaza South Fort Lee, NJ 07024 Arthur M. Goldberg (R) Executive Vice President & President of Six Kimball Circle Gaming Operations, Hilton Hotels Cor- Westfield, NJ 07090 poration, lodging and casinos Beverly Hills, CA 19 Frank M. Henry (R) Chairman, Frank Martz Coach Company, 753 Ransom Road bus transportation Dallas, PA 18612 P O Box 1007 Wilkes-Barre, PA 18773 Juan Rodriquez Inciarte (R) Executive Vice President & CFO, Banco C/Nunez de Balboa, 80, Santander, S.A., a Spanish bank 6 degrees Paseo de la Castellana, 24 Madrid, Spain 28006 Madrid, Spain 28046 Joseph Neubauer (R) Chairman, President & Chief Executive 210 Rittenhouse Square, W. Officer, ARAMARK Corporation, pro- Apt. 3106 vider or manager of food, leisure, uni- Philadelphia, PA 19103 form, health education & distribution services ARA, Tower, 1101 Market St. Philadelphia, PA 19107 Charles M. Shelton, Sr. (R) General Partner, The Shelton Companies, 4417 Fox Brook Lane investments Charlotte, NC 28211 301 S. College St., Suite 3600 Charlotte, NC 28288 Anthony P. Terracciano (4) President, First Union Corporation (4) EXECUTIVE OFFICERS (NOT OTHERWISE LISTED ABOVE): Robert T. Atwood (4) Executive Vice President and Chief Financial Officer, First Union Corpora- tion (4) Marion A. Cowell, Jr. (4) Executive Vice President, Secretary and General Counsel, First Union Corpora- tion (4)
- -------------------------- * The business addresses for such persons are provided in the next column. (1) All of the FUCP executive officers and directors can be reached c/o First Union Capital Partners, Inc., One First Union Center, 301 South College Street, 5th Floor, Charlotte, North Carolina 28222-0732. (2) Correspondence to such director or executive officer of FUBV may be sent c/o First Union National Bank of Virginia, N.A., 213 South Jefferson Street, Roanoke, Virginia 24088. (3) Correspondence to such director or executive officer of FUCV may be sent c/o First Union Corporation of Virginia, 213 South Jefferson Street, Roanoke, Virginia 24088. 20 (4) First Union Corporation is registered as a bank holding company, and the address of its principal executive office is One First Union Center, Charlotte, North Carolina 28288 (which is the business address of such director or executive officer) CITIZENSHIP: All of the directors and executive officers of each of the Reporting Persons are U.S. citizens, other than Mr. Inciarte, who is a citizen of Spain. 21 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., Do- minion Bank, N.A. (now First Union National Bank of Virginia, N.A.), First Union Corporation of Vir- ginia and First Union Corporation. * Filed as an Exhibit to the Reporting Person's Schedule 13D Filed June 18, 1993. 22 -----END PRIVACY-ENHANCED MESSAGE-----