<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1994 COMMISSION FILE NUMBER 0-5905
CHATTEM, INC.
A TENNESSEE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 62-0156300
1715 WEST 38TH STREET
CHATTANOOGA, TENNESSEE 37409
TELEPHONE: 615-821-4571
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
NONE NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, WITHOUT PAR VALUE
REGISTRANT HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS, AND HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405 OF REGULATION S-K WILL NOT
BE CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN THE DEFINITIVE PROXY
STATEMENT INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K.
AS OF FEBRUARY 22, 1995, THE AGGREGATE MARKET VALUE OF VOTING SHARES HELD BY
NON-AFFILIATES WAS $34,939,795.
AS OF FEBRUARY 22, 1995, 7,292,199 COMMON SHARES WERE OUTSTANDING.
DOCUMENTS INCORPORATED BY REFERENCE:
PORTIONS OF THE REGISTRANT'S ANNUAL REPORT TO SHAREHOLDERS FOR 1994 (THE "1994
ANNUAL REPORT TO SHAREHOLDERS") ARE INCORPORATED BY REFERENCE IN PARTS I, II AND
IV OF THIS REPORT. PORTIONS OF THE REGISTRANT'S DEFINITIVE PROXY STATEMENT
DATED MARCH 10, 1995 (THE "PROXY STATEMENT") ARE INCORPORATED BY REFERENCE IN
PART III OF THIS REPORT.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: March 24, 1995 CHATTEM, INC.
By: /s/ Robert E. Bosworth
-----------------------------
Title: Executive Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S 1994
ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1994
<PERIOD-START> DEC-01-1993
<PERIOD-END> NOV-30-1994
<CASH> 3,034
<SECURITIES> 0
<RECEIVABLES> 21,138
<ALLOWANCES> 850
<INVENTORY> 7,219
<CURRENT-ASSETS> 33,301
<PP&E> 27,413
<DEPRECIATION> 16,134
<TOTAL-ASSETS> 86,416
<CURRENT-LIABILITIES> 20,192
<BONDS> 94,486
<COMMON> 1,519
0
0
<OTHER-SE> (31,070)
<TOTAL-LIABILITY-AND-EQUITY> 86,416
<SALES> 107,956
<TOTAL-REVENUES> 107,956
<CGS> 37,175
<TOTAL-COSTS> 37,175
<OTHER-EXPENSES> 55,149
<LOSS-PROVISION> 500
<INTEREST-EXPENSE> 10,112
<INCOME-PRETAX> 5,632
<INCOME-TAX> 2,022
<INCOME-CONTINUING> 3,610
<DISCONTINUED> 0
<EXTRAORDINARY> (1,556)
<CHANGES> 0
<NET-INCOME> 2,054
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
