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): October 5, 2006
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 incorporation) (Commission File No.) (IRS Employer
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)
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 1.01. Entry into a Material Definitive Agreement.
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On October 5, 2006, Chattem, Inc. (the "Company") entered into an
Asset Purchase Agreement (the "Agreement") among the Company, Johnson & Johnson
and Pfizer Inc., pursuant to which the Company has agreed to acquire the United
States rights to certain brands currently owned by Johnson & Johnson and the
consumer healthcare business of Pfizer Inc., including ACT(R), Unisom(R),
Cortizone, Kaopectate(R) and Balmex(R). The Company agreed to pay $410 million
in cash for the brands and assume certain obligations related to such brands.
The transaction is subject to review and approval by the Federal Trade
Commission and certain closing conditions, including the acquisition by Johnson
& Johnson of the consumer healthcare business of Pfizer Inc., which is expected
to close by the end of 2006.
In connection with the transactions contemplated by the Agreement,
on October 5, 2006, the Company received a commitment (the "Commitment") from
Bank of America, N.A. (the "Bank") and Banc of America Securities LLC ("BAS"),
pursuant to which the Bank has committed to lend $425 million to the Company
under a new term loan facility (the "Term Facility") to fund the acquisition,
and BAS has agreed to serve as the lead arranger in connection with the Term
Facility. In addition, BAS has agreed to structure and arrange a fourth
amendment to the Company's existing revolving credit facility.
A copy of the press release issued in connection with the
transactions contemplated by the Agreement is attached as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits:
99.1 Press Release dated October 6, 2006
SIGNATURES
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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.
October 6, 2006 CHATTEM, INC.
By: /s/ Theodore K. Whitfield, Jr.
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Theodore K. Whitfield, Jr.
Vice President and General Counsel
EXHIBIT INDEX
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Exhibit No. Exhibit Description
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99.1 Press Release dated October 6, 2006