UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
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)
October 28, 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 16 Pages
<PAGE>
CUSIP No. 162456 10 7
13D
Page 2 of 16 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)
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
570,282
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
570,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14
TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 162456 10 7
13D
Page 3 of 16 Pages
1
NAME OF REPORTING PERSON First Union National Bank
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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
570,282
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
570,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14
TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 162456 10 7
13D
Page 4 of 16 Pages
1
NAME OF REPORTING PERSON First Union Corporation
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
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
570,282
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
570,282
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
570,282
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14
TYPE OF REPORTING PERSON*
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Explanatory Note:
This Amendment No. 3 to Schedule 13D amends and supplements certain
information set forth in the Amendment No. 2 to Schedule 13D filed by First
Union Capital Partners, Inc., First Union National Bank of Virginia, N.A.,
First Union Corporation of Virginia and First Union Corporation with the
Securities and Exchange Commission (the "Commission") on June 20, 1997. On
July 31, 1997, First Union National Bank of Virginia, N.A. merged into First
Union National Bank, and First Union Corporation of Virginia merged into
First Union Corporation. Following such mergers, First Union Capital
Partners, Inc. is a wholly-owned subsidiary of First Union National Bank,
which is a wholly-owned subsidiary of First Union Corporation.
Item 2. Identity and Background.
Item 2(a) of the Schedule 13D is revised and amended and restated in its
entirety as set forth below:
(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, a
national association and successor by merger to Dominion Bank, N.A. ("FUNB"),
and First Union Corporation, a North Carolina corporation ("FTU"), 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.
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 FUNB and FTU is One First Union Center, 301 South
College Street, Charlotte, North Carolina 28288-0732.
(c) FUCP, a wholly-owned subsidiary of FUNB, is engaged principally in
the business of venture capital investing. FUNB, which is engaged
principally in the business of banking, is a wholly-owned subsidiary of FTU.
FTU 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.
(f) Not applicable.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is revised and amended and restated in its
entirety as set forth below:
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 570,282 shares of Common Stock, representing approximately
6.3% of the Company's Common Stock. 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 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 previously filed as part of this
Schedule 13D.
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 has been previously
filed as Exhibit B to this Schedule 13D.
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 exhange 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.
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 is the beneficial owner of 570,282 shares of Common Stock,
representing approximately 6.3% of the Company's Common Stock.
By virtue of the relationship between FUCP and FUNB described in Item 2,
FUNB may be deemed to be the indirect beneficial owner of the 570,282 shares
of Common Stock beneficially owned by FUCP.
By virtue of the relationship between FUCP, FUNB and FTU described in
Item 2, FTU may be deemed to be the indirect beneficial owner of the 570,282
shares of Common Stock beneficially owned by FUCP.
The percentages calculated in this Item 5 are based upon 9,080,747 shares
of Common Stock outstanding as of October 8, 1997 (as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1997).
In addition to the holdings listed above, subsidiaries of FTU act as
custodian for two accounts which hold an aggregate of 4,875 shares of the
Company's Common Stock, or approximately .05% 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 570,282 shares of Common Stock
beneficially owned by FUCP.
By virtue of the relationship between FUCP and FUNB described in Item 2,
FUNB 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
570,282 shares of Common Stock beneficially owned by FUCP.
By virtue of the relationship between FUCP, FUNB and FTU described in
Item 2, FTU 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 570,282 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 October 28, 1997, FUCP sold, in an open market transaction, 100,000
shares of Common Stock that FUCP acquired pursuant to the Purchase Agreement
at a price per share of $16.00. FUCP paid normal and customary brokerage
commissions in connection with such transaction.
In addition, on June 17, 1994, FUCP acquired warrants to purchase 69,530
shares of Common Stock in connection with its purchase of $12,500,000 of the
Company's subordinated notes. The source of funds for the purchase of such
subordinated notes was from working capital. On October 12, 1994, FUCP sold
$5,000,000 of the subordinated notes, along with warrants to purchase 27,812
shares of Common Stock (the pro rata percentage of warrants attached to the
notes being sold), for an aggregate price of $4,825,000. Anti-dilution
adjustments in 1996 caused (a) the number of shares issuable upon exercise
of the warrants to be increased from 41,718 to 43,929 and (b) the exercise
price per share to be decreased from $7.15 to $6.79 per share. FUCP
exercised all 43,929 warrants on September 4, 1997. FUCP sold these 43,929
shares of Common Stock on September 15, 1997 in an open market transaction
at a price of $17.125 per share. Although the amount of warrants (and shares
issued upon the exercise of such warrants) owned by FUCP has at all times
represented less than one percent of the outstanding Common Stock of the
Company, the Reporting Persons are reporting such transactions in this Item
5(c) because such transactions have not previously been reported in this
Schedule 13D or any amendment thereto.
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.
<PAGE>
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.
November 5, 1997
FIRST UNION CAPITAL PARTNERS, INC.
By: /s/ Ted A. Gardner
Name: Ted A. Gardner
Title: Senior Vice President
<PAGE>
SCHEDULE A
INFORMATION AS TO DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
NAME
BUSINESS (B)* OR
RESIDENCE (R)
ADDRESS
OCCUPATION OR EMPLOYMENT,
NAME OF EMPLOYER, BUSINESS
OF EMPLOYER, ADDRESS OF
EMPLOYER
FIRST UNION CAPITAL PARTNERS, INC.
DIRECTORS
Robert T. Atwood
(1)
Executive Vice President, Chief Financial
Officer, FTU (1)
Marion A. Cowell, Jr.
(1)
Executive Vice President, General Counsel
& Secretary, FTU (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 & Secretary (1)
Kent S. Hathaway
(1)
Senior Vice President & Treasurer (1)
James M. Kipp
(1)
Senior Vice President (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)
FIRST UNION NATIONAL BANK
DIRECTORS
Edward E. Crutchfield
(2)
Chairman and Chief Executive Officer, FTU
Anthony P. Terracciano
(2)
President, FTU
John R. Georgius
(2)
Vice Chairman, FTU
Marion A. Cowell, Jr.
(2)
Executive Vice President and
Chief Financial Officer, FTU
Robert T. Atwood
(2)
Executive Vice President and
Chief Financial Officer, FTU
EXECUTIVE OFFICERS
Edward E. Crutchfield
(2)
Chief Executive Office and Chairman
Anthony P. Terracciano
(2)
President
John R. Georgius
(2)
Vice Chairman
Marion A. Cowell, Jr.
(2)
Secretary and Executive Vice President
Robert T. Atwood
(2)
Chief Financial Officer and
Executive Vice President
FIRST UNION CORPORATION (3)
DIRECTORS
A. Dano Davis
(R)
4861 Ortega Blvd.
Jacksonville, FL
32210
Chairman & Principal Executive Officer
Winn-Dixie Stores, Inc., retail grocery
stores
5050 Edgewood Court
Jacksonville, FL 32254
Roddy Dowd, Sr.
(R)
1242 Queens Road
West
Charlotte, NC 28207
Chairman, Charlotte Pipe and Foundry
Company, a manufacturer of pipe and
fittings
P O Box 35430
Charlotte, NC 28235
William H. Goodwin, Jr.
(R)
6701 River Road
Richmond, VA 23229
Chairman, CCA Industries, a manufacturer
of sports and other equipment and diversi-
fied holding company
901 East Cary Street, Suite 1400
Richmond, VA 23219
Jack A. Laughery
(R)
1750 Hunter Hill
Road
Rocky Mount, NC
27804
Chairman, Laughery Investments, a
restaurant developer
800 Tiffany Boulevard, Suite 305
Rocky Mount, NC 27804
Radford D. Lovett
(R)
129 Ponte Vedra
Blvd.
Ponte Vedra Beach,
FL 32082
Chairman, Commodores Point
Terminal Corp., an operator of a marine
terminal and a real estate management
company
1600 Independent Square
Jacksonville, FL 32202
Randolph N. Reynolds
(R)
860 S River Road
Richmond, VA 23229
Vice Chairman, Reynolds Metals
Company, an aluminum manufacturer
6601 W. Broad Street
Richmond, VA 23261
John D. Uible
(B)
225 Water Street,
Ste. 840
Jacksonville, FL
32202
Investor
G. Alex Bernhardt, Sr.
(R)
7120 Green Hill
Circle
Blowing Rock, NC
28605
Chairman and Chief Executive Officer,
Bernhardt Furniture Company, furniture
manufacturing
P O Box 740
Lenoir, NC 28645
W. Waldo Bradley
(R)
Sylvan Island
Savannah, GA 31404
Chairman, Bradley Plywood Corporation,
wholesale distributor of building
materials
P O Box 1408
Savannah, GA 31402-1408
Howard H. Haworth
(R)
1340 Scotland
Avenue
Charlotte, NC 28201
President, The Haworth Group and The
Haworth Foundation, Inc.,
investments
P O Box 15369
Charlotte, NC 28211
Leonard G. Herring
(R)
310 Coffey Street
North Wilkesboro,
NC 28659
Investor
P O Box 427
North Wilkesboro, NC 28659
Mackey J. McDonald
(R)
1821 Museum Road
Wyomissing, PA
19610
President & Chief Executive Officer,
VF Corporation,
apparel manufacturing
1047 North Park Road
Wyomissing, PA 19610
Lanty L. Smith
(R)
1401 Westridge Road
Greensboro, NC
27401
Chairman and Chief Executive
Officer, Precision Fabrics Group, Inc., a
manufacturer of technical, high-performance
textile products
301 North Elm Street, Ste. 600
Greensboro, NC 27401
Dewey L. Trogdon
(R)
P O Box 1477
Banner Elk, NC
28604
Chairman, Cone Mills Corporation, a textile
manufacturer
1201 Maple Street
Greensboro, NC 27405
Robert J. Brown
(R)
1129 Pennywood
Drive
High Point, NC
27265
Chairman, President and Chief Executive
Officer, B&C Associates, Inc., a public
relations and marketing research firm
P O Box 2636
High Point, NC 27261
Edward E. Crutchfield,
Jr.
(4)
Chairman and Chief Executive Officer, First
Union Corporation (4)
R. Stuart Dickson
(R)
2235 Pinewood
Circle
Charlotte, NC 28211
Chairman of the Executive Committee,
Ruddick Corporation, a diversified holding
company
2000 Two First Union Center
Charlotte, NC 28282
B. F. Dolan
(B)
1990 Two First
Union Center
Charlotte, NC 28282
Investor
John R. Georgius
(4)
Vice Chairman, First Union Corporation (4)
Max Lennon
(R)
President's Home
Mars Hill College
Mars Hill, NC 28754
President, Mars Hill College
50 Marshall Street
Mars Hill, NC 28754
Ruth G. Shaw
(R)
288 Avinger Lane
Davidson, NC 28036
Senior Vice President, Corporate Resources
and Chief Administrative Officer, 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)
560 Illingworth
Avenue
Englewood, NJ
07631
Chairman, President & Chief Executive
Officer, Sun Chemical Corporation, a
graphic arts materials manufacturer
222 Bridge Plaza South
Fort Lee, NJ 07024
Arthur M. Goldberg
(R)
P O Box 71856
Las Vegas, NV
89170-1836
Executive Vice President & President of
Gaming Operations, Hilton Hotels Corpora-
tion, lodging and casinos
Beverly Hills, CA
Frank M. Henry
(R)
753 Ransom Road
Dallas, PA 18612
Chairman, Frank Martz Coach Company,
bus transportation
P O Box 1007
Wilkes-Barre, PA 18773
Joseph Neubauer
(R)
210 Rittenhouse
Square, W.
Apt. 3106
Philadelphia, PA
19103
Chairman, President & Chief
Executive Officer, ARAMARK Corpora-
tion, provider or manager of food, leisure,
uniform, health education & distribution
services
ARA Tower, 1101 Market St.
Philadelphia, PA 19107
Charles M. Shelton, Sr.
(R)
4417 Fox Brook Lane
Charlotte, NC 28211
General Partner, The Shelton
Companies, investments
301 S. College St., Suite 3600
Charlotte, NC 28202
Anthony P. Terracciano
(4)
President, First Union Corporation (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 FUNB may be
sent c/o First Union National Bank, 301 South College Street, 5th Floor,
Charlotte, North Carolina 28222-0732.
(3) All of the FTU executive officers are listed elsewhere in this
Schedule A.
(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.
<PAGE> 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.
