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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): April 27, 1999
CHATTEM, INC.
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(Exact name of registrant as specified in its charter)
Tennessee 0-5905 62-0156300
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(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
1715 West 38th Street, Chattanooga, Tennessee 37409
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(Address of principal executive offices, including zip code)
(423) 821-4571
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
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On April 27, 1999, Chattem, Inc. (the "Company") announced in a press release
that it intends to begin an offering of $75,000,000 of senior subordinated notes
due April 1, 2008. A copy of the press release issued in connection with this
announcement is incorporated herein by reference and is attached hereto as
Exhibit 99.1.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release dated April 27, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
April 29, 1999 CHATTEM, INC.
By: /s/ A. Alexander Taylor II
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A. Alexander Taylor II
President and Chief Operating Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CHATTEM, INC. ANNOUNCES $75 MILLION HIGH YIELD OFFERING
Chattanooga, Tennessee -- (April 27, 1999) -- Chattem, Inc. (NASDAQ:CHATT) a
leading marketer and manufacturer of branded consumer products, announced today
that it intends to commence an offering of $75 million of senior subordinated
notes due April 1, 2008, covered by its existing $250 million shelf registration
statement. The notes will be issued under the indenture governing the Company's
existing $200 million 8-7/8% senior subordinated notes sold in March, 1998.
NationsBanc Montgomery Securities LLC and Lehman Brothers are underwriters of
the issue. The offering will be made only by the Company's preliminary
prospectus supplement dated April 27, 1999.
Net proceeds of the offering will be used for general corporate purposes,
including reducing exiting indebtedness outstanding under the Company's senior
credit facility. The offering also allows the Company greater financial
flexibility by locking in favorable long-term interest rates and increasing the
availability of borrowings under the Company's senior credit facility to be used
to fund general corporate purposes, including internal growth, acquisitions and
the refinancing of higher cost indebtedness.
The $75 million offering, if successfully completed, is not anticipated to
be dilutive to Chattem's fiscal 1999 earnings based on current interest rates,
as the costs associated with the Company's remaining senior indebtedness will be
reduced. The offering is expected to close in early May.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted without the delivery of a final prospectus
supplement and the accompanying prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such State.
Statements concerning the Company's business outlook, anticipated
profitability, sales or expenses and sales growth, together with other
statements made in this press release that are not historical facts, including
the statements made in the third paragraph of this release, are "forward looking
statements" as that term is defined under the federal securities laws. All
forward looking statements are subject to the risks and uncertainties which
could cause actual results to differ materially from those projected, including
those described in the Company's filings with the Securities and Exchange
Commission.
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Company Contact: Zan Guerry
Chairman and CEO
423/821-2037, ext. 201
Alec Taylor
President & Chief Operating Officer
423/821-2037, ext. 281
Steve Powell
Controller
423/821-2037, ext. 340
