<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, 1999
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.
REGISTRANT 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,
AND HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.
AS OF FEBRUARY 25, 2000, 250 SHARES OF THE COMPANY'S COMMON STOCK, WITHOUT
PAR VALUE, WERE OUTSTANDING.
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Signal Investment & Management Co. ("Signal" or "Company") was incorporated in
1986. The Company is a wholly-owned subsidiary of Chattem, Inc. ("Chattem") and
is included in Chattem's consolidated financial statements and tax returns. The
Company was formed 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 other active operations.
The Company is a guarantor of Chattem's $75,000,000, 12.75% Series B Senior
Subordinated Notes due 2004 and $275,000,000, 8.875% Series B Senior
Subordinated Notes due 2008, which guarantees and notes were registered under
the Securities Act of 1933. During 1995, 1998 and 1999 Chattem repurchased
approximately $40,106,000 of the 12.75% notes.
The Company is also guarantor of Chattem's current bank credit facility which
consists of a term loan and a working capital revolving loan maturing at various
dates from December 31, 1999 to December 21, 2003. The outstanding balances as
of November 30, 1999 were $55,600,000 for the term loan and $5,000,000 for the
working capital revolving loan.
TRADEMARKS
The Company's trademarks are of material importance to its business and are its
most important asset. In fiscal year 1999, substantially all of Chattem's sales
were from products bearing proprietary brand names, including BAN, GOLD BOND,
DEXATRIM, FLEXALL, ICY HOT, ASPERCREME, PAMPRIN, GARLIQUE, PHISODERM and
BULLFROG. Accordingly, the Company's future success may depend in part upon the
goodwill associated with the brand names. 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.
GOVERNMENT REGULATION
In 1994 the Nonprescription Drug Manufacturers Association (now the Consumer
Healthcare Products Association) initiated a large scale study in conjunction
with the Yale University School of Medicine to investigate a possible
association, if any, of stroke in women aged 18 to 49 using
phenylpropanolamine ("PPA"), the active ingredient in DEXATRIM, for weight
loss (the "Yale Study"). PPA is also used in other over the counter
medications which are also part of the study. The Yale Study was designed in
collaboration with the FDA. Analysis of the study is currently in progress
and results are scheduled to be issued in mid-2000. Following a review of the
results by the FDA there is the possibility that the product would have to be
reformulated or discontinued. As a result, the DEXATRIM business would
suffer, which would adversely affect our business. Chattem has launched
DEXATRIM Natural which does not include PPA.
Certain states and localities have enacted, or are considering enacting,
restrictions on the sale of products that contain PPA, synthetic ephedrine or
naturally-occurring sources of ephedrine. These restrictions include the
prohibition of over-the-counter (OTC) sales, required warnings or labeling
statements, recordkeeping and reporting requirements, the prohibition of
sales to minors, per transaction limits on the quantity of product that may
be purchased, and limitations on advertising and promotion. These
restrictions could adversely affect the sale of DEXATRIM, which contains PPA,
and the sale of DEXATRIM Natural, which contains naturally-occurring sources
of ephedrine, in such states or localities. Failure to comply with these
restrictions could also lead to regulatory enforcement action, including the
seizure of violative products, product recalls, and civil or criminal fines
or other penalties.
EMPLOYEES
The Company has no employees.
ITEM 2. PROPERTIES
None.
ITEM 3. LEGAL PROCEEDINGS
Chattem has been named as a defendant in a lawsuit brought by the Center for
Environment Health (CEH) contending that Chattem violated the California Safe
Drinking Water and Toxic Enforcement Act of 1998 (Proposition 65) by selling
to California consumers without a warning topical skin care products
containing zinc oxide which in turn contains lead. On December 30, 1999,
Chattem was sent a notice of intent to sue letter from CEH alleging that
Chattem had violated Proposition 65 because zinc oxide allegedly also
contains cadmium. The lawsuit contends that the purported failure to comply
with Proposition 65 requirements also constitutes a violoation of the
California Business & Profession Code Section 1700, et seq. Violations of
either Proposition 65 or Business & Profession Code Section 1700, et seq.
render a defendant liable for civil penalties of up to $25,000 per day per
violation.
Chattem has also been named as a defendant in a lawsuit filed in San
Francisco Superior Court on December 29, 1999, Johnson et al. v.
Bristol-Myers Squibb Co., et al., Case No. 308872. This is a putative class
action brought by two named plaintiffs on behalf of the general public in
California, against the same entities that are defendants in the CEH lawsuit.
As with the CEH lawsuit, the Johnson lawsuit alleges that Chattem violated
Proposition 65 by selling to California consumers without a warning topical
skin care product containing zinc oxide which in turn contains lead. The
lawsuit does not assert claims directly under Proposition 65, but asserts
that the alleged failure to comply with Proposition 65 gives rise to claims
under California's Business and Professions Code Sections 17200 et. seq., and
17500 et seq., and the Civil Code Section 1750 et seq. The lawsuit seeks
injunctive and equitable relief, restitution, the disgorgement of allegedly
wrongfully obtained revenues, and damages.
Chattem intends to vigorously defend these claims. These actions have only
recently been filed, however, and it is not possible at this time to
determine the outcome of these matters or the effect of their resolution on
Chattem's financial position or operating results. Management believes that
Chattem's defenses have merit; however, there can be no assurance that Chattem
will be successful in its defense or that these lawsuits will not have a
material adverse effect on Chattem's results of operations for some period or
on Chattem's financial position.
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 1999 COMPARED TO FISCAL 1998
The following narrative represents management's comparative analysis of the
results of the Company's operations for the fiscal year ended November 30, 1999
to the fiscal year ended November 30, 1998 pursuant to General Instruction I (1)
(a) and (b) of Form 10-K:
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. Royalty income increased by $3,852,000, or 38.9%, in fiscal
1999 from fiscal 1998 primarily due to a full year of sales for BAN, which was
purchased in March 1998, and eleven months of sales of the products of
Thompson Medical Company, Inc. ("Thompson Medical brands") acquired from in
December 1998.
The Company recognized in 1998 a gain of $9,548,000 on the sale of the CORNSILK
product line.
Amortization expense increased by $3,628,000, or 61.9%, in fiscal 1999 from
fiscal 1998 primarily due to the acquisition of the trademarks of BAN and the
Thompson Medical brands in March and December 1998, respectively.
FISCAL 1998 COMPARED TO FISCAL 1997
The following narrative represents management's comparative analysis of the
results of the Company's operations for the fiscal year ended November 30, 1998
to the fiscal year ended November 30, 1997 pursuant to General Instruction I(1)
(a) and (b) of Form 10-K:
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. Royalty income increased by $3,710,000, or 60.0%, in fiscal
1998 from fiscal 1997 primarily due to a full year of sales for SUNSOURCE, which
was acquired in June 1997, and eight months of sales for BAN, which was
purchased in March 1998.
The Company recognized in 1998 a gain of $9,548,000 on the sale of the CORNSILK
product line.
Amortization expense increased by $3,232,000, or 123.0%, in fiscal 1998 from
fiscal 1997 primarily due to the acquisition of the SUNSOURCE and BAN trademarks
in June 1997 and March 1998, respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Page 4 for the index to the Company's financial statements.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
3
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . 5
BALANCE SHEETS AS OF NOVEMBER 30, 1999 AND 1998 . . . . . . . . . . . . . . . . 6
STATEMENTS OF INCOME FOR THE THREE YEARS ENDED NOVEMBER 30, 1999 . . . . . . . . 7
STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT) FOR THE THREE YEARS
ENDED NOVEMBER 30, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED NOVEMBER 30, 1999 . . . . . . 9
NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
4
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To 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, 1999 and 1998 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, 1999. 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 auditing standards generally
accepted in the United States. 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, 1999 and 1998 and the results of its operations and its
cash flows for each of the three years in the period ended November 30, 1999 in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
January 27, 2000
5
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
BALANCE SHEETS
NOVEMBER 30, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Current Assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 16 $ 11
Available-for-sale security - at market value . . . . . . . . . . . -- 415
Royalties receivable from Chattem, Inc. . . . . . . . . . . . . . . . 3,320 2,669
-------- --------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 3,336 3,095
Trademarks and Other Purchased Product Rights, Net . . . . . . . . . . . 350,762 267,817
-------- --------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . $354,098 $270,912
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Payable to Chattem, Inc . . . . . . . . . . . . . . . . . . . . . . . $339,932 $262,330
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 12,550 5,741
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 20
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 352,482 268,091
-------- --------
Shareholder's Equity:
Common shares, without par value, 500 shares authorized,
250 shares issued and outstanding . . . . . . . . . . . . . . . . 2 2
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 1,614 2,819
-------- --------
Total shareholder's equity . . . . . . . . . . . . . . . . . 1,616 2,821
-------- --------
TOTAL LIABILITIES AND SHAREHOLDER'S
EQUITY . . . . . . . . . . . . . . . . . . . .. . . . . $354,098 $270,912
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF INCOME
FOR THE THREE YEARS ENDED NOVEMBER 30, 1999
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
REVENUES AND GAINS:
Royalties from Chattem, Inc. . . . . . . . . . . . . . $ 13,743 $ 9,891 $ 6,181
Investment income . . . . . . . . . . . . . . . . . . . 2 3 31
Gain on sale of trademarks and other product rights . . -- 9,548 --
--------- --------- ---------
Total revenues and gains . . . . . . . . . . . 13,745 19,442 6,212
--------- --------- ---------
EXPENSES AND LOSSES:
Amortization of trademarks and other purchased
product rights . . . . . . . . . . . . . . . . . . . 9,487 5,859 2,627
Loss on sale of investment. . . . . . . . . . . . . . . 8 -- --
Other . . . . . . . . . . . . . . . . . . . . . . . . . 15 18 27
--------- --------- ---------
Total expenses and losses . . . . . . . . . . 9,510 5,877 2,654
--------- --------- ---------
INCOME BEFORE PROVISION FOR INCOME
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . 4,235 13,565 3,558
PROVISION FOR INCOME TAXES . . . . . . . . . . . . . . . . . 1,440 4,612 1,205
--------- --------- ---------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,795 $ 8,953 $ 2,353
========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING . . . . . . . . . . . . . . . . . . 250 250 250
========= ========= =========
NET INCOME PER COMMON SHARE . . . . . . . . . . . . . . . . $ 11,180 $ 35,812 $ 9,412
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)
FOR THE THREE YEARS ENDED NOVEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
RETAINED
COMMON EARNINGS
SHARES (DEFICIT) TOTAL
------ --------- -----
<S> <C> <C> <C>
BALANCE, NOVEMBER 30, 1996 . . . . . . . . . . . $ 2 $ 1,013 $ 1,015
Net income . . . . . . . . . . . . . . . . -- 2,353 2,353
Dividends . . . . . . . . . . . . . . . . . -- (5,500) (5,500)
-------- -------- -------
BALANCE, NOVEMBER 30, 1997 . . . . . . . . . . . 2 (2,134) (2,132)
Net income . . . . . . . . . . . . . . . . -- 8,953 8,953
Dividends . . . . . . . . . . . . . . . . . -- (4,000) (4,000)
-------- -------- -------
BALANCE, NOVEMBER 30, 1998 . . . . . . . . . . . 2 2,819 2,821
Net income . . . . . . . . . . . . . . . . -- 2,795 2,795
Dividends . . . . . . . . . . . . . . . . . -- (4,000) (4,000)
-------- -------- -------
BALANCE, NOVEMBER 30, 1999 . . . . . . . . . . . $ 2 $ 1,614 $ 1,616
======== ======== =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
SIGNAL INVESTMENT & MANAGEMENT CO.
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED NOVEMBER 30, 1999
(IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . $ 2,795 $ 8,953 $ 2,353
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization . . . . . . . . . . . . . . . . . . . . . 9,487 5,859 2,627
Income tax provision . . . . . . . . . . . . . . . . 1,440 4,612 1,205
Loss on sale of investment . . . . . . . . . . . . . . 8 -- --
Gain on sale of trademarks and other product rights . -- (9,548) --
Other . . . . . . . . . . . . . . . . . . . . . . . . (1) -- 10
Changes in operating assets and liabilities:
Increase in royalties receivable from Chattem, Inc. (651) (1,081) (301)
-------- -------- --------
Net cash provided by operating activities 13,078 8,795 5,894
-------- -------- --------
INVESTING ACTIVITIES:
Proceeds from sale of investment. . . . . . . . . . . . . 387 -- --
Purchase of investment . . . . . . . . . . . . . . . . . -- (395) --
-------- -------- --------
Net cash provided by (used in) investing
activities . . . . . . . . . . . . . . . 387 (395) --
-------- -------- --------
FINANCING ACTIVITIES:
Payments to Chattem, Inc . . . . . . . . . . . . .. . . . (9,460) (4,444) (3,250)
Dividends paid to Chattem, Inc. . . . . . . . . . . . . . (4,000) (4,000) (5,500)
-------- -------- --------
Net cash used in financing activities . . . (13,460) (8,444) (8,750)
-------- -------- --------
CASH AND CASH EQUIVALENTS:
Increase (decrease) for the year . . . . . . . . . . . . 5 (44) (2,856)
At beginning of year . . . . . . . . . . . . . . . . . . 11 55 2,911
-------- -------- --------
At end of year . . . . . . . . . . . . . . . . . . . . . $ 16 $ 11 $ 55
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH
TRANSACTIONS :
INCREASE (DECREASE) IN PAYABLE TO CHATTEM, INC. RESULTING
FROM-
Gain on sale of trademarks and other product rights . . $ -- $ (9,548) $ --
Purchase of trademarks and other product rights . . . . 92,432 172,250 29,967
Provision for income taxes . . . . . . . . . . . . . . . (5,370) 1,499 133
Payment of certain items on behalf of the Company . . . -- -- 10
DIVIDENDS PER SHARE $ 16 $ 16 $ 22
======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
<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") and is included in
Chattem's consolidated financial statements and tax returns.
Signal was formed 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 other active operations.
Signal is a guarantor of Chattem's $75,000 of 12.75% Series B Senior
Subordinated Notes due 2004 and $275,000 of 8.875% Series B Senior
Subordinated Notes due 2008, which guarantees and notes were registered
under the Securities Act of 1933. During 1995, 1998 and 1999 Chattem
repurchased approximately $40,106 of the 12.75% Notes.
Signal is also guarantor of Chattem's current bank credit facility which
consists of a term loan and a working capital revolving loan maturing at
various dates from December 31, 1999 to December 21, 2003. The outstanding
balances as of November 30, 1999 were $55,600 for the term loan and $5,000
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. At
November 30, 1999 the weighted average life of patents, trademarks and other
purchased product rights was 26.7 years. Total accumulated amortization of
these assets at November 30, 1999 and 1998 was $23,032 and $13,545,
respectively. Amortization expense for 1999, 1998 and 1997 was $9,487,
$5,859 and $2,627, respectively.
INVESTMENTS
In fiscal 1998, the Company purchased $395 of available-for-sale equity
securities, which were sold in December 1998 at a loss of $8.
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.
10
<PAGE>
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>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Current . . . . $ (5,370) $ 1,499 $ 133
Deferred . . . . 6,810 3,113 1,072
-------- -------- -------
$ 1,440 $ 4,612 $ 1,205
======== ======== =======
</TABLE>
The temporary difference which gives rise to the deferred tax liability at
November 30, 1999, 1998 and 1997, respectively, 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:
1999 1998 1997
---- ---- ----
Expected tax provision........... $ 1,440 $ 4,612 $ 1,210
Nontaxable interest income ...... -- -- (5)
-------- -------- ---------
$ 1,440 $ 4,612 $ 1,205
========= ======== =========
4. ACQUISITION AND SALE OF TRADEMARKS
On December 21, 1998 Chattem and the Company acquired the DEXATRIM,
SPORTSCREME, ASPERCREME, CAPZASIN-P, CAPZASIN-HP and ARTHRITIS HOT brands
from Thompson Medical Company, Inc. for $95,000. The purchase price
consisted of $90,000 cash and 125,500 shares of Chattem's common stock. The
cash portion of the purchase price was financed with a new senior credit
facility. The purchase price of $95,000 was allocated $3,493 to inventory
(purchased by Chattem) and $91,507 to the trademarks and other product
rights (acquired by the Company) which were assigned a useful life of 40
years.
On March 24, 1998, Chattem and the Company acquired the BAN line of
antiperspirant and deodorant products from Bristol-Myers Squibb Company for
a purchase price of approximately $165,000 and assumed liabilities of
$8,000. The purchase price of $173,000 was allocated $8,200 to inventory
(purchased by Chattem) and $164,800 to trademarks and other product rights
(acquired by the Company) which were assigned a useful life of 40 years.
On May 12, 1998, Chattem and the Company sold the CORNSILK oil control
makeup brand for $10,750, plus inventories and the assumption of certain
liabilities. The Company sold the CORNSILK trademarks, formulae and
technical information for which a gain of $9,548 was
11
<PAGE>
recognized. Chattem sold the inventory and other related assets but will
continue to operate the CORNSILK business in the United Kingdom pursuant to
a licensing agreement. Chattem used the net proceeds from the sale to
reduce bank indebtedness.
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.
Payable to Chattem 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, 2000.
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 for the
two years ended November 30, 1999 is as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance- November 30, 1997 . . . . . . . . . . . . . . . . . . . $102,573
Repayments . . . . . . . . . . . . . . . . . . . . . . . (4,444)
Income tax provision . . . . . . . . . . . . . . . . . . 1,499
Gain on sale of trademarks and other product rights . . (9,548)
Purchase of trademarks and other product rights . . . . . 172,250
--------
Balance- November 30, 1998 . . . . . . . . . . . . . . . . . . . 262,330
Repayments . . . . . . . . . . . . . . . . . . . . . . . (9,460)
Income tax provision . . . . . . . . . . . . . . . . . . (5,370)
Purchase of trademarks and other product rights . . . . . 92,432
--------
Balance- November 30, 1999 . . . . . . . . . . . . . . . . . . . $339,932
========
</TABLE>
The weighted average balance due Chattem during the year ended November 30,
1999 was $330,586.
6. YEAR 2000 (unaudited)
Chattem provides the Company with the use of all of its information
technology (IT) systems. Chattem has successfully completed the
replacement of its previous IT systems with those that are year 2000
compliant. The cost of the new IT systems to date is approximately
$3,230, which has been capitalized.
To date Chattem has experienced no major problems with its implementation,
nor has it encountered any unusual situations with its principal customers
and suppliers in connection with their year 2000 IT systems' compliance.
However, if unanticipated problems arise in the future with regard to year
2000 compliance with Chattem's new IT systems or those of its principal
customers and suppliers, Chattem's business could be adversely affected.
12
<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.
13
<PAGE>
PART IV
ITEM 14. EXHIBITS AND REPORT ON FORM 8-K
(a) 2. 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> <C>
3 Certificate of Incorporation (3)
By-Laws (3)
4 Form of Indenture dated August 3,
1994 between Chattem, Inc., Signal
Investment & Management Co., as
guarantor, and SouthTrust Bank, of
Alabama, N.A. relating to the
12.75% Senior Subordinated Notes
due 2004. (1)
Form of Indenture dated March 24,
1998 between Chattem, Inc. and
SouthTrust Bank of Alabama, N.A.
relating to the 8.875% Senior
Subordinated Notes due 2008. (8)
10 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. (2)
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. (2)
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. (2)
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT REFERENCE
<S> <C> <C> <C>
10 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)
for the SUNSOURCE business. (4)
Amended and Restated Credit Agree-
ment dated June 26, 1997 by and
among Chattem, Inc., Signal
Investment & Management Co. and
the Lenders named therein (4)
Amended and Restated Credit Agree-
ment (Supplemental Credit Agree-
ment) dated June 26, 1997 by and
among Chattem, Inc., Signal Invest-
ment & Management Co. and the
Lenders named therein (4)
First Amended and Restated Master
Trademark License Agreement be-
tween Signal Investment & Manage-
ment Co. and Chattem, Inc.,
effective June 30, 1992 (4)
Asset Purchase Agreement dated
February 22, 1998 by and among
Bristol-Myers Squibb Company,
Chattem, Inc. and Signal Invest-
ment & Management Co. for the
BAN business. (5)
Amended and Restated Credit
Agreement (New Credit Agreement)
dated March 24, 1998 by and among
Chattem, Inc., Signal Investment &
Management Co. and NationsBank of
Tennessee, N.A. (6)
Amended and Restated Credit
Agreement (Supplemental Credit
Agreement) dated March 24, 1998 by
and among Chattem, Inc., Signal
Investment & Management Co. and
NationsBank of Tennessee, N.A. (6)
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT REFERENCE
<S> <C> <C> <C>
10 Asset Purchase and Sale Agreement
dated May 12, 1998 by and among
Chattem, Inc., Signal Investment
& Management Co. and Del
Laboratories, Inc. for the sale of
the CORNSILK business. (7)
Purchase and Sale Agreement dated
November 16, 1998 by and among
Thompson Medical Company, Inc.,
Chattem, Inc. and Signal Investment
& Management Co. for certain
products. (9)
Amended and Restated Credit Agree-
ment (New Credit Agreement) dated
December 21, 1998 among
Chattem, Inc., its domestic sub-
sidiaries, identified Lenders and
NationsBank, N.A., as agent. (9)
Amended and Restated Credit Agreement
(Supplemental Credit Agreement) dated
December 21, 1998 among Chattem, Inc.,
its domestic subsidiaries, identified
Lenders and NationsBank, N.A., as agent. (9)
First Amendment dated May 7, 1999 to
Amended and Restated Credit Agreement
(New Credit Agreement) dated December
21, 1998 among Chattem, Inc., its
domestic subsidiaries, identified
Lenders and NationsBank, N.A., as
agent. (10)
First Amendment dated May 7, 1999 to
Amended and Restated Credit Agreement
(Supplemental Credit Agreement) dated
December 21, 1998 among Chattem,
Inc., its domestic subsidiaries,
identified Lenders and NationsBank,
N.A., as agent. (10)
23 Consent of Independent Public
Accountants
27 Financial Data Schedule
</TABLE>
16
<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, 1996.
(3) Form 10-K for Signal Investment & Management Co. for the year ended
November 30, 1996.
(4) Form 8-K for Chattem, Inc. dated June 26, 1997.
(5) Form 8-K for Chattem, Inc. dated March 24, 1998.
(6) Form S-4 Registration Statement (No. 333-53627) of Chattem, Inc.
(7) Form 8-K for Chattem, Inc. dated May 12, 1998.
(8) Form S-4/A Registration Statement (No. 333-53627) effective
June 4, 1998 of Chattem, Inc.
(9) Form 8-K for Chattem, Inc. dated December 21, 1998.
(10) Form 10-K for Chattem, Inc. for the year ended November 30, 1999.
(b) No reports on Form 8-K were filed with the Securities and Exchange
Commission during the three months ended November 30, 1999.
17
<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 25, 2000 /s/ A. ALEXANDER TAYLOR II
----------------- --------------------------
A. Alexander Taylor II
President
(principal executive officer)
/s/ STEPHEN M. POWELL
--------------------------
Stephen M. Powell
Vice-President and Treasurer
(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 25, 2000 /s/ A. ALEXANDER TAYLOR II
----------------- --------------------------
A. Alexander Taylor II,
President and Director
(principal executive officer)
Dated: February 25, 2000 /s/ STEPHEN M. POWELL
----------------- ---------------------
Vice President, Treasurer and Director
(principal financial officer)
Dated: February 25, 2000 /s/ MARGARET PULGINI
----------------- ---------------------
Margaret Pulgini
Assistant Vice President and Director
Dated: February 25, 2000 /s/ HUGH F. SHARBER
----------------- -------------------
Hugh F. Sharber
Secretary and Director
18
<PAGE>
SIGNAL INVESTMENT AND MANAGEMENT CO.
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
23 Consent of Independent Public Accountants
27 Financial Data Schedule
19
<PAGE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in the Form 10-K into the Company's previously filed
Registration Statements on Form S-3 (File No. 33-69397) and Form S-4 (File No.
33-53627).
ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
February 24, 2000
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Signal
Investment & Management Co.'s audited financial statements and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> NOV-30-1999
<CASH> 16
<SECURITIES> 0
<RECEIVABLES> 3,320
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,336
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 354,098
<CURRENT-LIABILITIES> 0
<BONDS> 352,482
0
0
<COMMON> 2
<OTHER-SE> 1,614
<TOTAL-LIABILITY-AND-EQUITY> 354,098
<SALES> 0
<TOTAL-REVENUES> 13,745
<CGS> 0
<TOTAL-COSTS> 9,510
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,235
<INCOME-TAX> 1,440
<INCOME-CONTINUING> 2,795
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,795
<EPS-BASIC> 11.180
<EPS-DILUTED> 11.180
</TABLE>
