SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Chattem Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
162 456 107
(CUSIP Number)
Check the following box if a fee is being paid with this statement (check mark).
(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 4 Pages
<PAGE>
Page 2 of 4
CUSIP NO. 162 456 107
(1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
First Union Corporation 56-0898180
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizenship or Place of Organization:
First Union Corporation - North Carolina
Number of Shares (5)Sole Voting Power 1,666,667
Beneficially (6)Shared Voting Power
Owned by Each (7)Sole Dispositive Power 1,666,667
Reporting Person With: (8)Shared Dispositive Power
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,666,667
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See
Instructions)
[ ]
(11) Percent of Class Represented by Amount in Row 9
22.8%
(12) Type of Reporting Person (See Instructions)
First Union Corporation (HC)
<PAGE>
Page 3 of 4
Item 1(a) Name of Issuer:
Chattem Incorporated
Item 1(b) Address of Issuer's Principal Executive Office:
1715 West 38th Street
Chattanooga, TN 37409
Item 2(a) Name of Person Filing:
First Union Corporation
Item 2(b) Address of Principal Office:
One First Union Center
Charlotte, North Carolina 28288
Item 2(c) Citizenship:
First Union Corporation - North Carolina
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
162 456 107
Item 3 If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(g) [X] Parent Holding Company, in accordance with
section 240.13d-1(b) (ii) (G)
Item 4 Ownership:
(a) Amount Beneficially Owned: 1,666,667
(b) Percent of Class: 22.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct
the vote 1,666,667
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the
disposition of 1,666,667
(iv) Shared power to dispose or to direct the
disposition of
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person:
Not applicable
<PAGE>
Page 4 of 4
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company:
First Union Capital Partners 54-1420049
Item 8 Identification and Classification of Members of the
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 do 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 purposes 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.
FIRST UNION CORPORATION
Date
Signature
Dorothy F. Crowe Assistant Vice President & Compliance Officer
Exhibit
First Union Corporation is filing this schedule pursuant to Rule 13d-
1(b)(ii)(G) as indicated under Item 3(g). The relevant subsidiary is First
Union Capital Partners.
