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
<PAGE>
- ---------------------- ------------------
CUSIP No. 162456 10 7 13D Page 2 of 22 Pages
- ---------------------- ------------------
<TABLE>
<CAPTION>
=====================================================================================================================
<S> <C>
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
=====================================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 162456 10 7 13D Page 3 of 22 Pages
- ---------------------- ------------------
<TABLE>
<CAPTION>
=====================================================================================================================
<S> <C>
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
=====================================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP No. 162456 10 7 13D Page 4 of 22 Pages
- ---------------------- ------------------
<TABLE>
<CAPTION>
=====================================================================================================================
<S> <C>
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
=====================================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
- ---------------------- ------------------
CUSIP No. 162456 10 7 13D Page 5 of 22 Pages
- ---------------------- ------------------
<TABLE>
<CAPTION>
=====================================================================================================================
<S> <C>
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
=====================================================================================================================
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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
<PAGE>
(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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
SCHEDULE A
INFORMATION AS TO DIRECTORS AND EXECUTIVE
OFFICERS OF THE REPORTING PERSONS
<TABLE>
<CAPTION>
OCCUPATION OR EMPLOYMENT,
BUSINESS (B)* OR NAME OF EMPLOYER, BUSINESS
RESIDENCE (R) OF EMPLOYER, ADDRESS OF
NAME ADDRESS EMPLOYER
<S> <C> <C>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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)
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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
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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
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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
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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)
</TABLE>
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* 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
<PAGE>
(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
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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
