<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 1997
Commission file number 33-80770-01
SIGNAL INVESTMENT & MANAGEMENT CO.
A DELAWARE CORPORATION
I.R.S. EMPLOYER IDENTIFICATION NO. 62-1290284
1105 NORTH MARKET, SUITE 1300
WILMINGTON, DELAWARE 19890
TELEPHONE: 302-656-3950
This registrant meets the conditions set forth in General Instruction I(1)
(a) and (b) of Form 10-K and is therefore filing this Form with the reduced
disclosure format.
Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
----- -----
As of February 20, 1998, 250 shares of the Company's common stock, without
par value, were outstanding.
<PAGE>
PART I
Item 1. Business
General
Signal Investment & Management Co. (the "Company") was incorporated in 1986.
The Company is a wholly-owned subsidiary of Chattem, Inc. ("Chattem"). The
Company was formed by Chattem for the sole purpose of holding certain of
Chattem's trademarks and other purchased product rights and certain
investments. The Company owns or licenses substantially all of the trademarks
and intangibles associated with Chattem's consumer products business and
licenses Chattem's use thereof. In exchange for this license, Chattem pays
to the Company a royalty on net sales of licensed products. The Company has
no active operations.
The Company is a guarantor of Chattem's $75,000,000 12.75% Series B Senior
Subordinated Notes (the "Notes") due 2004, which guaranty and notes were
registered under the Securities Act of 1933 on a Form S-2 Registration
Statement effective August 4, 1994. During 1995, Chattem prepaid
approximately $8,000,000 of the Notes with funds received from the sale of
Chattem's specialty chemicals division.
The Company is also guarantor of Chattem's current bank credit facility which
consists of term loans and a working capital revolving loan maturing at
various dates from December 31, 1997 to February 14, 2004. The outstanding
balances as of November 30, 1997 were $63,683,000 for the term loans and
$13,000,000 for the working capital revolving loan.
Trademarks
The Company's trademarks are its most important asset, although, except for
GOLD BOND, SUNSOURCE, FLEXALL and ICY HOT, its business as a whole is not
materially dependent upon ownership of any one trademark. The Company owns
or licenses substantially all of the trademarks associated with Chattem's
domestic consumer products business. The Company's significant domestic
trademarks have been registered on the principal register of the United
States Patent and Trademark Office. Federally registered trademarks have a
perpetual life as long as they are renewed in a timely manner and used
properly as trademarks, subject to the right of third parties to seek
cancellation of the marks.
Employees
The Company has no employees.
Item 2. Properties
None.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
2
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
None.
Item 6. Selected Financial Data
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FISCAL 1997 COMPARED TO FISCAL 1996
The following narrative represents management's comparative analysis of the
fiscal year ended November 30, 1997 to the fiscal year ended November 30,
1996 results of operations of the Company pursuant to General Instruction
I(1)(a) and (b) of Form 10-K:
Royalty income increased by $1,137,000 (or 23%) in fiscal 1997 from fiscal
1996 primarily due to the acquisition of SUNSOURCE in June 1997, and a full
year of sales for GOLD BOND and HERPECIN-L, which were acquired in April 1996
and June 1996, respectively.
Interest income from the note receivable from Chattem decreased by $136,000
(or 100%) in fiscal 1997 from fiscal 1996 as a result of Chattem's repayment
of the note in the fourth quarter of fiscal 1996.
The Company recognized a gain of $875,000 on the sale in 1996 of two brands,
SOLTICE and BLIS-TO-SOL.
The Company recognized a gain of $323,000 on the sale of an investment in
1996.
Amortization expense increased by $848,000 (or 48%) in fiscal 1997 from
fiscal 1996 primarily due to the acquisition of the trademarks for SUNSOURCE,
and a full year of amortization for GOLD BOND and HERPECIN-L which were
acquired in April 1996 and June 1996, respectively.
FISCAL 1996 COMPARED TO FISCAL 1995
The following narrative represents management's comparative analysis of the
fiscal year ended November 30, 1996 to the fiscal year ended November 30,
1995 results of operations of the Company pursuant to General Instruction
I(1)(a) and (b) of Form 10-K:
Royalty income increased by $844,000 (or 20%) in fiscal 1996 from fiscal 1995
primarily due to the acquisition of GOLD BOND in April 1996 and HERPECIN-L
in June 1996.
Interest income from the note receivable from Chattem decreased by $45,000
(or 25%) in fiscal 1996 from fiscal 1995 as a result of Chattem's repayment
of the note in the fourth quarter of fiscal 1996.
3
<PAGE>
Amortization expense increased by $617,000 (or 53%) in fiscal 1996 from
fiscal 1995 primarily due to the acquisition of the trademarks for GOLD BOND
and HERPECIN-L. The Company recognized a gain of $875,000 on the sale in
1996 of two brands, SOLTICE and BLIS-TO-SOL. The Company recognized
a gain of $323,000 on the sale of an investment.
Item 8. Financial Statements and Supplementary Data
See page 5 for the Company's index to its financial statements.
Item 9. Change in and Disagreements With Accountants on Accounting and Financial
Disclosure
None.
4
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Public Accountants 6
Balance Sheets as of November 30, 1997 and 1996 7
Statements of Income for the three years ended November 30, 1997 8
Statements of Shareholder's Equity (Deficit) for the three years ended
November 30, 1997 9
Statements of Cash Flows for the three years ended November 30, 1997 10
Notes to Financial Statements 11
5
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholder and Board of Directors of
Signal Investment & Management Co.:
We have audited the accompanying balance sheets of Signal Investment &
Management Co. (a Delaware corporation and wholly owned subsidiary of
Chattem, Inc.) as of November 30, 1997 and 1996 and the related statements of
income, shareholder's equity (deficit) and cash flows for each of the three
years in the period ended November 30, 1997. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Signal Investment &
Management Co. as of November 30, 1997 and 1996 and the results of its
operations and its cash flows for each of the three years in the period ended
November 30, 1997 in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
January 19, 1998 (except with
respect to the matter discussed in
Note 15 as to which the date is
February 23, 1998)
6
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
BALANCE SHEETS
NOVEMBER 30, 1997 AND 1996
(In thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
1997 1996
--------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 55 $ 2,911
Royalties receivable from Chattem, Inc. 1,588 1,287
--------- --------
Total current assets 1,643 4,198
TRADEMARKS AND OTHER PURCHASED PRODUCT
RIGHTS, net 101,426 74,086
-------- --------
TOTAL ASSETS $103,069 $78,284
-------- --------
-------- --------
</TABLE>
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
<TABLE>
<S> <C> <C>
PAYABLE TO CHATTEM, INC. $102,573 $75,713
-------- --------
DEFERRED INCOME TAXES 2,628 1,556
-------- --------
COMMITMENTS AND CONTINGENCIES (Notes 1 and 4)
SHAREHOLDER'S EQUITY (DEFICIT):
Common shares, without par value, 500
shares authorized,
250 shares issued and outstanding 2 2
Retained earnings (deficit) (2,134) 1,013
-------- --------
Total shareholder's equity (deficit) (2,132) 1,015
-------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY (DEFICIT) $103,069 $78,284
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF INCOME
FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
(In thousands, except share and per share data)
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C>
REVENUES:
Royalties from Chattem, Inc. $6,181 $5,044 $4,200
Investment income:
Interest 31 33 23
Interest from Chattem, Inc. note receivable -- 136 181
Gain on sale of investment -- 323 0
Gain on product divestitures -- 875 0
------ ------ ------
Total revenues 6,212 6,411 4,404
------ ------ ------
EXPENSES:
Amortization of trademarks and other purchased
product rights 2,627 1,779 1,162
Other 27 18 11
------ ------ ------
Total expenses 2,654 1,797 1,173
------ ------ ------
INCOME BEFORE PROVISION FOR INCOME TAXES 3,558 4,614 3,231
PROVISION FOR INCOME TAXES 1,205 1,575 1,091
------ ------ ------
NET INCOME $2,353 $3,039 $2,140
------ ------ ------
------ ------ ------
NET INCOME PER COMMON SHARE $9,412 $12,156 $8,560
------ ------ ------
------ ------ ------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 250 250 250
------ ------ ------
------ ------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)
FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
(In thousands, except per share data)
<TABLE>
<CAPTION>
RETAINED
COMMON EARNINGS
SHARES (DEFICIT)
-------- -----------
<S> <C> <C>
BALANCE, November 30, 1994 $ 2 $ 5,687
Net income -- 2,140
Dividends ($16,000 per share) -- (4,000)
-------- -----------
BALANCE, November 30, 1995 2 3,827
Net income -- 3,039
Dividends ($23,412 per share) -- (5,853)
-------- -----------
BALANCE, November 30, 1996 2 1,013
Net income -- 2,353
Dividends ($22,000 per share) -- (5,500)
-------- -----------
BALANCE, November 30, 1997 $ 2 $ (2,134)
-------- -----------
-------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED NOVEMBER 30, 1997
(In thousands)
<TABLE>
<CAPTION>
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,353 $ 3,039 $ 2,140
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization 2,627 1,779 1,162
Deferred income tax provision 1,072 682 366
Gain on sale of investment -- (323) --
Gain on product divestitures -- (875) --
Changes in operating assets and liabilities:
(Increase) decrease in royalties
receivable from Chattem, Inc. (301) (266) 51
(Increase) decrease in interest
receivable from Chattem, Inc. -- 121 (84)
------- -------- -------
Net cash provided by operating
activities 5,751 4,157 3,635
------- -------- -------
INVESTING ACTIVITIES:
Payment of note receivable from Chattem, Inc. -- 2,500 --
Proceeds from sale of investment -- 323 --
------- -------- -------
Net cash provided by investing
activities -- 2,823 --
------- -------- -------
FINANCING ACTIVITIES:
Increase (decrease) in payable to
Chattem, Inc. (3,107) 933 740
Dividends paid to Chattem, Inc. (5,500) (5,853) (4,000)
------- -------- -------
Net cash used in financing activities (8,607) (4,920) (3,260)
------- -------- -------
CASH AND CASH EQUIVALENTS:
Increase (decrease) for the year (2,856) 2,060 375
At beginning of year 2,911 851 476
------- -------- -------
At end of year $ 55 $ 2,911 $ 851
------- -------- -------
------- -------- -------
SUPPLEMENTAL SCHEDULE OF NON-CASH TRANSACTIONS:
Decrease in payable to Chattem, Inc. in
connection with the sale of trademarks and
other product rights $ -- $ 875 $ --
------ ------ ------
------ ------ ------
Increase in payable to Chattem, Inc. in
connection with purchases of trademarks and
other product rights $29,967 $45,810 $ --
------- ------- -------
------- ------- -------
DIVIDENDS PER SHARE $ 22 $ 23 $ 16
------- ------- -------
------- ------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
10
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
NOTES TO FINANCIAL STATEMENTS
(All monetary amounts are expressed in
thousands of dollars unless contrarily evident)
1. GENERAL
Signal Investment & Management Co. ("Signal" or the "Company") is a
wholly-owned subsidiary of Chattem, Inc. ("Chattem"). Signal was formed
by Chattem for the sole purpose of holding certain of Chattem's
trademarks and other purchased product rights and certain investments.
The Company owns or licenses substantially all of the trademarks and
intangibles associated with Chattem's domestic consumer products
business and licenses Chattem's use thereof. Signal has no active
operations.
Signal is a guarantor of Chattem's $75,000 12.75% Senior Subordinated
Notes (the "Notes") due 2004, which guaranty and notes were registered
under the Securities Act of 1933 on a Form S-2 Registration Statement
effective August 4, 1994.
Signal is also guarantor of Chattem's current bank credit facility which
consists of term loans and a working capital revolving loan maturing at
various dates from December 31, 1997 to February 14, 2004. The
outstanding balances as of November 30, 1997 were $63,683 for the term
loans and $13,000 for the working capital revolving loan.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Trademarks and Other Purchased Product Rights
The costs of acquired trademarks and other purchased product rights are
capitalized and amortized over periods ranging from 20 to 40 years.
Total accumulated amortization of these assets at November 30, 1997 and
1996 was $7,687 and $5,060, respectively. Amortization expense for
1997, 1996 and 1995 was $2,627, $1,779 and $1,162, respectively.
Income Taxes
The Company uses the asset and liability approach to accounting for
deferred income taxes based on currently enacted tax rates and
differences in financial reporting and income tax bases of assets and
liabilities. The Company is included in the consolidated tax returns
filed by Chattem, Inc.
11
<PAGE>
Investments
In March 1996, the Company sold for $323, an investment which had been
written down to a carrying value of zero in 1993 due to uncertainty
concerning future realization.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash Equivalents
The Company considers all short-term deposits and investments with original
maturities of three months or less to be cash equivalents.
3. INCOME TAXES
The provision for income taxes includes the following components for the
years ended November 30:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------- ------
<S> <C> <C> <C>
Current $ 133 $ 893 $ 725
Deferred 1,072 682 366
------ ------- -------
$1,205 $1,575 $1,091
------ ------- -------
------ ------- -------
</TABLE>
The temporary difference which gives rise to the deferred tax liability at
November 30, 1997 and 1996 consists primarily of the differences between
carrying values of trademarks and other purchased product rights for income
tax and financial statement reporting purposes.
The difference between the provision for income taxes and the amount
computed by multiplying income before income taxes by the U.S. statutory
rate is summarized as follows for the years ended November 30:
<TABLE>
<CAPTION>
1997 1996 1995
------ ------- -------
<S> <C> <C> <C>
Expected tax provision $1,210 $1,584 $1,098
Nontaxable interest income (5) (9) (7)
------ ------ -----
$1,205 $1,575 $1,091
------ ------ -----
------ ------ -----
</TABLE>
12
<PAGE>
4. ACQUISITION AND SALE OF TRADEMARKS
On June 26, 1997, the Company purchased the rights for the SUNSOURCE line
of dietary supplements and homeopathic medicines, and subsequently licensed
the use of the trademark to Chattem. The purchase price of the trademark
was $26,650 which was financed with borrowings from Chattem. Additional
payments may be earned by SUNSOURCE over a six year period from the date
of closing if sales exceed certain levels as defined in the purchase
agreement, but such additional payments are not to exceed $15,750 in
the aggregate.
On April 29, 1996, the Company purchased the worldwide rights for the GOLD
BOND line of medicated powders and anti-itch cream, and subsequently
licensed the use of the trademark to Chattem. The purchase price for the
trademark was $38,000 which was financed with borrowings from Chattem.
On June 6, 1996, the Company purchased the rights for the HERPECIN-L line
of medicated lip balm, and subsequently licensed the use of the trademark
to Chattem. The purchase price for the trademark was $5,159 plus a royalty
payment equal to the greater of $214 or 5% of net sales. The royalty
payment is payable annually for each of the seven twelve-month periods
beginning July 1, 1996 and ending June 30, 2003. The purchase of the
HERPECIN -L trademark was financed with borrowings from Chattem.
During April 1996, the Company sold the trademarks of two minor consumer
products brands, SOLTICE and BLIS-TO-SOL. The sales price of $1,200
consisted of $1,000 of cash received at closing and a $200 promissory note
requiring payments of $100 per year for the next two years contingent upon
the brands meeting specific future sales levels.
5. RELATED PARTY TRANSACTIONS
In exchange for the licensed use of the Company's trademarks, the Company
receives royalties from Chattem of 5% of net sales of certain defined
domestic consumer products.
Note receivable from Chattem, Inc. results from borrowings by Chattem. The
note bears interest at 7 1/4% which is payable quarterly. The note and all
accrued interest were repaid by Chattem in fiscal 1996.
Payable to Chattem, Inc. represents net advances received from Chattem used
to fund the acquisitions of trademarks as discussed in Note 4. Such
advances are noninterest bearing and are not expected to be paid prior to
November 30, 1998.
Certain general and administrative expenses of the Company are occasionally
paid by Chattem on behalf of the Company. Such amounts are not
significant.
A summary analysis of the activity between the Company and Chattem, Inc.
for the two years ended November 30, 1997 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance -- November 30, 1995.................. $ 29,844
Gain on sale of trademarks......... (875)
Additions.......................... 46,744
---------
Balance -- November 30, 1996.................. 75,713
Repayments......................... (3,250)
Additions.......................... 30,110
---------
Balance -- November 30, 1997.................. $102,573
---------
</TABLE>
The weighted average balance due Chattem, Inc. during the year ended
November 30, 1997, was $86,424.
13
<PAGE>
6. SUBSEQUENT EVENT
On February 22, 1998, the Company and Chattem entered into a definitive
agreement to acquire the BAN anti-perspirant and deodorant brand from
Bristol-Myers Squibb Company. Pursuant to the terms of the acquisition
agreement, the Company and Chattem will purchase all the assets, including
Inventories patents and trademarks of BAN (excluding the rights in Japan),
for $165,000 in cash, plus assumed liabilities. The purchase price
will be funded by debt financing by Chattem which will be acquired by the
Company. This acquisition transaction is expected to close no later than
March 31, 1998.
14
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
Item 11. Executive Compensation
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
Item 13. Certain Relationships and Related Transactions
Not required pursuant to reduced disclosure conditions set forth in General
Instruction I(1)(a) and (b) of Form 10-K.
15
<PAGE>
PART IV
Item 14. Reports on Form 8-K
No reports on Form 8-K were filed with the Securities and Exchange Commission
during the three months ended November 30, 1997.
The following documents are filed or incorporated by reference as exhibits to
this report:
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Reference
- -------------- ---------------------- -----------
<S> <C> <C>
3 Certificate of Incorporation (5)
By-Laws (5)
4 Form of Indenture dated August 3,
1994 between Chattem, Inc., Signal
Investment & Management Co., as
guarantor and SouthTrust Bank NA
relating to the 12.75% Senior Sub-
ordinated Notes (1)
10 Asset Purchase and Sale Agreement
dated June 17, 1994 between Sterling
Winthrop Inc. and Signal Investment
& Management Co. for the PHISODERM
business. (2)
Asset Purchase Agreement dated April
10, 1996 between Martin Himmel Inc.,
seller, and Chattem, Inc. and Signal
Investment & Management Co., as
purchasers, for the GOLD BOND business (3)
Credit Agreement dated April 29, 1996,
among Chattem, Inc., as borrower, Signal
Investment & Management Co., as guarantor,
NationsBank, N.A., as agent, and the
Lenders named therein (4)
Credit Agreement dated April 29, 1996
(Secondary Working Capital Facility) among
Chattem, Inc., as borrower, Signal
Investment & Management Co., as guarantor,
NationsBank, N.A., as agent, and the Lenders
named therein (4)
</TABLE>
16
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit Reference
- -------------- ---------------------- -----------
<S> <C> <C>
10 Asset Purchase Agreement dated
June 6, 1996 between Campbell
Laboratories Inc., seller, and
Chattem, Inc. and Signal Investment
& Management Co., purchasers, for
the HERPECIN-L business (4)
Amendment to the Credit Agreement
(HERPECIN-L Acquisition) dated June 6,
1996 among Chattem, Inc., as borrower,
Signal Investment & Management Co., as
guarantor, NationsBank, N.A., as agent,
and the Lenders named therein (4)
Asset Purchase and Sale Agreement
dated May 23, 1997 by and among
Chattem, Inc., Signal Investment &
Management Co. and Sunsource
International, Inc. and Mindbody,
Inc. (without schedules and exhibits) (6)
Amended and Restated Credit Agree-
ment (New Credit Agreement) dated
June 26, 1997 by and among Chattem,
Inc., Signal Investment & Management Co.
and the Lenders identified therein (6)
Amended and Restated Credit Agree-
ment (Supplemental Credit Agree-
ment) dated June 26, 1977 by and
among Chattem, Inc., Signal Invest-
ment & Management Co. and the
Lenders identified therein (6)
First Amended and Restated Master
Trademark License Agreement be-
tween Signal Investment & Manage-
ment Co. and Chattem, Inc.,
effective June 30, 1992 (6)
</TABLE>
17
<PAGE>
REFERENCES -
Previously filed as an exhibit to and incorporated by reference from:
(1) Form S-2 Registration Statement (No. 33-80770) of Chattem, Inc.
(2) Form 10-K for Chattem, Inc. for the year ended November 30, 1994.
(3) Form 8-K for Chattem, Inc. dated April 29, 1996.
(4) Form 10-K for Chattem, Inc. for the year ended November 30, 1996.
(5) Form 10-K for Signal Investment & Management Co. for the year ended
November 30, 1996.
(6) Form 8-K for Chattem, Inc. dated June 26, 1997.
18
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
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, thereunto duly authorized.
SIGNAL INVESTMENT & MANAGEMENT CO.
(Registrant)
Dated: February 21, 1998 /s/ Stephen M. Powell
-----------------------
Stephen M. Powell
Vice-President and Treasurer
(duly authorized signatory and
principal accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the date indicated:
Dated: February 21, 1998 /s/ A. Alexander Taylor II
---------------------------
A. Alexander Taylor II,
President and Director
(principal executive officer)
Dated: February 21, 1998 /s/ Stephen M. Powell
---------------------------
Stephen M. Powell,
Vice President, Treasurer and
Director
(principal financial officer)
Dated: February 21, 1998 /s/ Erik L. Saville
---------------------------
Erik L. Saville,
Assistant Vice President and
Director
Dated: February 21, 1998 /s/ Hugh F. Shaber
---------------------------
Hugh F. Shaber,
Secretary and Director
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-START> DEC-01-1998
<PERIOD-END> NOV-30-1997
<CASH> 55
<SECURITIES> 0
<RECEIVABLES> 1,588
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,643
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 103,069
<CURRENT-LIABILITIES> 0
<BONDS> 102,573
0
0
<COMMON> 2
<OTHER-SE> (2,134)
<TOTAL-LIABILITY-AND-EQUITY> 103,069
<SALES> 0
<TOTAL-REVENUES> 6,212
<CGS> 0
<TOTAL-COSTS> 2,654
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,558
<INCOME-TAX> 1,205
<INCOME-CONTINUING> 2,353
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,353
<EPS-PRIMARY> 9.41
<EPS-DILUTED> 9.41
</TABLE>
