-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bm0sveYeDs8zRfoutVhCU6E4JIlrWelthdfnMn6ERp9SbmZzFDptQcWUM+cziwIV +ehi79fTw/3yRidN0yvXTg== 0001157523-06-007006.txt : 20060719 0001157523-06-007006.hdr.sgml : 20060719 20060719125842 ACCESSION NUMBER: 0001157523-06-007006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060719 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060719 DATE AS OF CHANGE: 20060719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHATTEM INC CENTRAL INDEX KEY: 0000019520 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 620156300 STATE OF INCORPORATION: TN FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05905 FILM NUMBER: 06968894 BUSINESS ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 BUSINESS PHONE: 4238214571 MAIL ADDRESS: STREET 1: 1715 W 38TH ST CITY: CHATTANOOGA STATE: TN ZIP: 37409 FORMER COMPANY: FORMER CONFORMED NAME: CHATTEM DRUG & CHEMICAL CO DATE OF NAME CHANGE: 19790111 8-K 1 a5191096.txt CHATTEM, INC. 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------------------- Date of Report (Date of earliest event reported): July 19, 2006 CHATTEM, INC. --------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 0-5905 62-0156300 - ------------------------- ------------------------- ---------------------- (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 1715 West 38th Street, Chattanooga, Tennessee 37409 ------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (423) 821-4571 --------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. - ---------- ------------ On July 19, 2006, Chattem, Inc. (the "Company") issued a press release (the "Press Release") announcing that it has amended the terms of its previously announced consent solicitation (the "Consent Solicitation") with respect to its $107.5 million 7% Senior Subordinated Notes due 2014 (the "Notes") to: (a) increase the amount of the "Consent Payment" (as such term is defined in the consent solicitation statement dated June 26, 2006, as thereafter amended the "Consent Solicitation Statement")); and (b) make an additional amendment to the terms of the Indenture dated February 26, 2004 (the "Indenture") by and between the Company, the guarantors named therein (the "Guarantors") and US Bank National Association, as successor to SouthTrust Bank, as Trustee (the "Trustee"), pursuant to which the Notes were issued. Furthermore, the Company announced the extension of the expiration time for the Consent Solicitation to 5:00 p.m. New York City time, on Tuesday, July 25, 2006 unless further extended (the "Expiration Time"). A copy of the Press Release is attached as Exhibit 99.1 and is incorporated by reference herein. As provided in the Press Release, the Company will now pay a $50.00 Consent Payment for each $1,000 principal amount of Notes to each holder from which a properly executed consent is received prior to the Expiration Time and not properly revoked, instead of the previously announced Consent Payment of $40.00 for each $1,000 principal amount of Notes validly consented. Furthermore, in addition to the amendment to the restricted payment covenant of the Indenture set forth in the Consent Solicitation Statement, the Indenture will also be amended to provide for an adjustment to the Fixed Charge Coverage Ratio (as defined in the Indenture) that the Company must satisfy in order for the Company and the Guarantors to incur certain types of indebtedness or issue certain types of securities (the "Fixed Charge Ratio Amendment"). The Fixed Charge Ratio Amendment provides for an adjustment in the Fixed Charge Coverage Ratio to 2.5/1.0 as set forth in a supplemental indenture to be executed by the Company, the Guarantors and the Trustee (the "Supplemental Indenture"), the form of which is attached as Exhibit 99.2 and is incorporated by reference herein. As a condition to the Fixed Charge Ratio Amendment, Chattem will be required to obtain the consent of a majority of its lenders under its senior credit facility. All other material terms of the Consent Solicitation remain unchanged. Item 9.01. Financial Statements and Exhibits. - --------- --------------------------------- (d) Exhibits: 99.1 Press Release dated July 19, 2006 99.2 Form of Supplemental Indenture 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. July 19, 2006 CHATTEM, INC. By: /s/ Theodore K. Whitfield, Jr. ---------------------------------- Theodore K. Whitfield, Jr. Vice President and General Counsel EXHIBIT INDEX Exhibit No. Exhibit Description - ----------- ------------------- 99.1 Press Release dated July 19, 2006 99.2 Form of Supplemental Indenture EX-99.1 2 a5191096ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 Chattem Announces Further Extension and Amendment of Consent Solicitation CHATTANOOGA, Tenn.--(BUSINESS WIRE)--July 19, 2006--Chattem, Inc. (NASDAQ: CHTT) - a leading marketer and manufacturer of branded consumer products, today announced that it has extended until 5:00 p.m., New York City time, on Tuesday July 25, 2006 (the "Expiration Time") the previously announced solicitation of consents from Holders of its $107.5 million 7% Senior Subordinated Notes due 2014 (the "Notes") to an amendment to the related indenture (the "Indenture") to increase Chattem's capacity to make restricted payments by an additional $85.0 million, including payments for the repurchase of Chattem's common stock (the "Proposed Amendment"). The consent solicitation, which commenced on June 26, 2006, was previously scheduled to expire at 5:00 p.m., New York City time, on Tuesday, July 18, 2006. In addition, Chattem has amended the terms of the consent solicitation as follows: -- Consent Payment. On the Payment Date, Chattem will pay a $50.00 Consent Payment for each $1,000 principal amount of the Notes to each Holder from which a properly completed and duly executed consent is received prior to the Expiration Time and not properly revoked, instead of the previously announced Consent Payment of $40.00 for each $1,000 principal amount of the Notes validly consented. -- Additional Proposed Amendment. In addition to the Proposed Amendment, Chattem has agreed to adjust the Fixed Charge Coverage Ratio (as defined in the Indenture) that the Company must satisfy in order for the Company and its guarantors to incur certain types of indebtedness or issue certain types of securities to 2.5/1.0 (the "Additional Proposed Amendment" and, together with the Proposed Amendment, collectively, the "Proposed Amendments"). -- Effective Time. The Additional Proposed Amendment will require Chattem to obtain the consent of a majority of its lenders under its senior credit facility (the "Lender Consent"). Accordingly, the Proposed Amendments will not become effective until such time as the Lender Consent has been obtained and the other conditions previously described in the Consent Solicitation Statement dated June 26, 2006 (as amended from time to time, the "Consent Solicitation Statement") have been satisfied. Wachovia Securities, as solicitation agent for the consent solicitation, has advised Chattem that, based on discussions with, and verbal commitments from, certain holders of the Notes, it believes that holders of a majority of the aggregate principal amount of the outstanding Notes will deliver their consents pursuant to the terms set forth above. The Consent Solicitation Statement, including all references therein to the "Consent Payment", "Effective Time" and "Proposed Amendment", shall hereinafter be deemed modified in accordance with the foregoing. All capitalized terms not defined herein have their respective meanings as set forth in the Consent Solicitation Statement. All other material terms of the consent solicitation remain unchanged. Holders of the Notes who have already properly delivered their consents do not need to deliver new consents. Consents (whether previously or hereafter delivered) may only be revoked in the manner described in the Consent Solicitation Statement. Chattem may further extend the consent solicitation on a daily basis or for a specified period of time. If Chattem further extends the consent solicitation, it will provide notice of such extension to the Information Agent on the next business day following the scheduled Expiration Time, which will be followed as promptly as practicable by notice thereof to holders. Chattem currently intends to notify holders of any such extension solely by issuing a press release, but may elect to utilize other means reasonably calculated to inform holders of such extension. If Chattem elects to further extend the period during which the consent solicitation is open, all consents received will remain valid (and subject to revocation as provided in the consent solicitation statement) until the date and time to which the Expiration Time has been extended. For a complete statement of the terms and conditions of the consent solicitation and of the Proposed Amendments to the Indenture, holders of the Notes should refer to the Consent Solicitation Statement and the form of Supplemental Indenture attached as an exhibit to Chattem's Current Report on Form 8-K filed July 19, 2006. This release is for informational purposes only. It does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents. The consent solicitation will only be made by means of the Consent Solicitation Statement. Questions regarding the consent solicitation may be directed to Wachovia Securities, Liability Management Group, at (704) 715-8341 or toll-free at (866) 309-6316. Global Bondholder Services Corporation is serving as Information Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the Consent Solicitation Statement should be directed to the Information Agent at Global Bondholder Services Corporation, 65 Broadway, Suite 704, New York, New York 10005, Telephone: (212) 430-3774. Certain statements and information included in this release constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Chattem to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements. Additional discussion of factors that could cause actual results to differ materially from management's projections, estimates and expectations is contained in Chattem's Annual Report on Form 10-K for the fiscal year ended November 30, 2005 and the other documents Chattem files with the SEC from time to time. Chattem undertakes no duty to update its forward-looking statements, including its earnings outlook. About Chattem Chattem, Inc. is a leading marketer and manufacturer of a broad portfolio of branded OTC healthcare products, toiletries and dietary supplements. Chattem's products target niche market segments and are among the market leaders in their respective categories across food, drug and mass merchandisers. Chattem's portfolio of products includes well-recognized brands such as Icy Hot(R), Gold Bond(R), Selsun Blue(R), Garlique(R), Pamprin(R) and BullFrog(R). Chattem conducts a portion of its global business through subsidiaries in the United Kingdom, Ireland and Canada. For more information, please visit Chattem's website: www.chattem.com. CONTACT: Chattem, Inc. Catherine Baker, 423-822-3209 EX-99.2 3 a5191096ex99_2.txt EXHIBIT 99.2 Exhibit 99.2 FIRST AMENDMENT TO AND SUPPLEMENTAL INDENTURE THIS FIRST AMENDMENT TO AND SUPPLEMENTAL INDENTURE ("First Amendment") is made this ____ day of ______________, 2006, by and among CHATTEM, INC., a Tennessee corporation (the "Company"), SIGNAL INVESTMENT & MANAGEMENT CO., a Delaware corporation ("SIMC"), SUNDEX, LLC, a Tennessee limited liability company ("SunDex"), CHATTEM (CANADA) HOLDINGS, INC., a Delaware corporation ("Chattem Canada") (collectively SIMC, SunDex and Chattem Canada are referred to as the "Guarantors"), and US BANK NATIONAL ASSOCIATION, as successor in interest to SOUTHTRUST BANK (the "Trustee"), under the following circumstances: A. The Company has issued its 7% Senior Subordinated Notes due 2014 in the original aggregate principal amount of $125,000,000 (herein the "Notes"). B. The Notes were issued under the Indenture dated February 26, 2004 among the Company, the Guarantors and the Trustee (the "Indenture"). C. Having received the written approval of the holders of at least a majority in principal amount of the outstanding Notes pursuant to Section 9.02 of the Indenture (excluding any Notes owned by the Company or any of its affiliates), the Company, the Guarantors and the Trustee desire to amend the Indenture as provided hereinafter. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this First Amendment, the parties agree: 1. This First Amendment is supplemental to the Indenture and does and shall be deemed to form a part of the Indenture for all purposes. 2. The Indenture is hereby amended by replacement of the words "$30.0 million" in subparagraph (a)(C)(4) of Section 4.07 with the words "$115.0 million." 3. The Indenture is hereby amended by replacement of the words "at least 2.0 to 1.0" in subparagraph (a) of Section 4.09 with the words "at least 2.5 to 1.0." 4. Except as expressly set forth herein, this First Amendment shall not supersede or otherwise modify the terms and conditions of the Indenture. 5. The internal law of the State of New York shall govern and be used to construe this First Amendment. [Signature Page Follows] IN WITNESS WHEREOF, this First Amendment to and Supplemental Indenture has been executed by a duly authorized officer of the Company, each of the Guarantors and the Trustee. Dated as of __________, 2006. CHATTEM, INC. By:__________________________________ Robert E. Bosworth President and Chief Operating Officer SIGNAL INVESTMENT & MANAGEMENT CO., a Guarantor By:__________________________________ Robert E. Bosworth President SUNDEX, LLC, a Guarantor By:__________________________________ Robert E. Bosworth President CHATTEM (CANADA) HOLDINGS, INC., a Guarantor By:__________________________________ Robert E. Bosworth President US BANK NATIONAL ASSOCIATION By:_________________________________ Name: ______________________________ Title: _______________________________ -----END PRIVACY-ENHANCED MESSAGE-----