UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 4)
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)
February 26, 1998
(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 8 Pages
(continued on following pages)
<PAGE>
Cusip No. 162456107 13D
Page 2 of 8
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON
First Union Capital Partners, Inc.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 0
10 SHARE DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW(11)
0.0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Cusip No. 162456107 13D
Page 3 of 8
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON
First Union National Bank
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 0
10 SHARE DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW(11)
0.0%
14 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Cusip No. 162456107 13D
Page 4 of 8
1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON
First Union Corporation
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH
7 SOLE VOTING POWER 0
8 SHARED VOTING POWER 0
9 SOLE DISPOSITIVE POWER 0
10 SHARE DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
[X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW(11)
0.0%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 no longer is the beneficial owner of any
shares of Common Stock.
By virtue of the relationship between
FUCP and FUNB described in Item 2, FUNB is no
longer the indirect beneficial owner of any
shares of Common Stock.
By virtue of the relationship between
FUCP and FUNB described in Item 2, FTU is no
longer the indirect beneficial owner of any
shares of Common Stock.
Keystone Investment Management Company
("Keystone"), an investment advisor for
mutual funds and a wholly-owned subsidiary of
FTU, has sole voting and dispositive power
over 60,400 shares of Common Stock,
representing approximately 0.7% of the Company's
Common Stock. However, FTU disclaims beneficial
ownership with respect to such shares.
The percentages calculated in this
Item 5 are based upon 9,070,854 shares of
Common Stock outstanding as of February 20,
1998 (as reported in the Company's Annual
Report on Form 10-K for the fiscal year
ended November 30, 1997).
However, subsidiaries of FTU continue
to act as custodian for four accounts
which hold an aggregate of 17,650 shares of
the Company's Common Stock, or approximately
0.2% of the aggregate outstanding shares.
The Reporting Persons disclaim beneficial
ownership with respect to such shares.
(b) Neither FUCP, FUNB nor FTU has the
power to vote or direct the vote or the power
to dispose of or direct the disposition of
any shares of Common Stock.
By virtue of the relationship between
FTU and Keystone described in this Item 5,
FTU has the power to vote or direct the vote
and the power to dispose of or direct the
disposition of the 60,400 shares of Common
Stock controlled by Keystone.
(c) Other than as described below,
none of the Reporting Persons, nor to the
best knowledge of the Reporting Persons, any
of the executive officers or directors of any
of the Reporting Persons, has effected any
transaction in shares of Common Stock during
the past 60 days.
On February 18, 1998, FUCP contributed
all 570,282 shares of Common Stock owned by
it to FUNB, to hold as trustee for the
account of First Union Foundation ("FUF"), a
charitable foundation controlled by FTU.
On February 26, 1998, FUNB sold, as
trustee for the account of FUF, 150,000
shares of Common Stock in an open market
transaction at a price per share of $19.12.
On February 27, 1998, FUNB sold, as
trustee for the account of FUF, 420,282
shares of Common Stock in an open market
transaction at a price per share of $19.00.
FUNB paid normal and customary
brokerage commissions in connection with each
of the transactions described above.
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) Not applicable.
(e) The Reporting Persons ceased to
be the beneficial owner of more than five
percent of the outstanding Common Stock of
the Company on February 27, 1998.
<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.
March 6, 1998
FIRST UNION CAPITAL PARTNERS, INC.
By:/s/ Ted A. Gardner
Name: Ted A. Gardner
Title: Senior Vice President
<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.
