chtt_00.htm
 
 
 



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934



Chattem, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)


                                                                                           _______162456107________
(CUSIP Number)

Peter D. Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


______________________ February 5, 2010________________________
(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  .


 
1
 

CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC                                                         I.D. No.  13-4044523
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
   00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)  X
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
565,400   (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
565,400   (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
565,400   (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
2.98%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA
 
 
2
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.                              I.D. No.  13-4044521
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
 00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
139,300 (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
139,300 (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
139,300 (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
0.73%


 
3
 

CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Securities, Inc.                                                          I.D. No.  13-3379374
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
00 – Client funds
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   Delaware
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
208,984 (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
208,984 (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
208,984 (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
1.10%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO, IA
 
 
4
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Foundation, Inc.                                            I.D. No.  94-2975159
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
WC
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   NV
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
2,000     (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
  2,000     (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
  2,000     (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
0.01%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    00-Private Foundation
 
 
5
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
MJG Associates, Inc.                                      I.D. No.  06-1304269
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
 
4
Source of funds (SEE INSTRUCTIONS)
00-Client Funds
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   Connecticut
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
10,000  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
 10,000  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
10,000  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
 (SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
0.05%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
 CO
 
 
6
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.                                                                                                                                    I.D. No.  13-3056041
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
5,000   (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
5,000   (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
5,000   (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.03%
 
14
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
7
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc.                                                                                                                    I.D. No.  13-4007862
 
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
WC
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
  New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
29,000      (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
29,000      (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
29,000      (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.15%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
8
 
CUSIP No. 162456107
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a) 
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
00 – Funds of a Private Entity
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   USA
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
15,000     (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
15,000     (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
15,000     (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.08%
14
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IN

 
9
 
Item 1.                                Security and Issuer
The class of equity securities to which this statement on Schedule 13D relates is the Common Stock of Chattem, Inc. (the “Issuer”), a Tennessee corporation with principal offices located at 1715 West 38th Street, Chattanooga, Tennessee 37409.

Item 2.                                Identity and Background
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer.  These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships.  Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer.  Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive.  In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc.  (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and Mario Gabelli.  Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the controlling shareholder of GBL.  GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies.  As a part of its business, GSI may purchase or sell securities for its own account.  GSI is the general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Global Partners L.P., Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P. and Gabelli Multimedia Partners, L.P.  GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited (“GSIL”). GSIL provides investment advisory services to offshore funds and accounts.   GSIL is an investment advisor of Gabelli International Gold Fund Limited and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, Gabelli Enterprise M&A Fund, The Gabelli SRI Green Fund, Inc. and The Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”), which are registered investment companies.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The GAMCO Westwood Mighty Mitessm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood SmallCap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds.  Mario Gabelli is the sole shareholder, director and employee of MJG Associates.   MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC.  Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation.  Mario Gabelli is the Chairman, a Trustee and the
Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
Mario Gabelli is the majority stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL.  Mario Gabelli is also deemed to be the controlling shareholder of Teton through his control of GGCP and MJG-IV.
The Reporting Persons do not admit that they constitute a group.
GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580.  MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(e) - On April 24, 2008, Gabelli Funds  settled an administrative proceeding with the Securities and Exchange Commission (“Commission”) regarding frequent trading in shares of a mutual fund it advises, without admitting or denying the findings or allegations of the Commission.  The inquiry involved Gabelli Funds’ treatment of one investor who had engaged in frequent trading in one fund (the prospectus of which did not at that time impose limits on frequent trading), and who had subsequently made an investment in a hedge fund managed by an affiliate of Gabelli Funds.  The investor was banned from the fund in August 2002, only after certain other investors were banned.  The principal terms of the settlement include an administrative cease and desist order from violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d) of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1 thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of $11 million in disgorgement and prejudgment interest and $5 million in a civil monetary penalty.  Gabelli Funds was also required to retain an independent distribution consultant to develop a plan and oversee distribution to shareholders of the monies paid to the Commission, and to make certain other undertakings.
               In September 2008, Gabelli Funds reached agreement in principle with the staff of the Commission, subject to Commission approval, on a previously disclosed matter that had been ongoing for several years involving compliance with Section 19(a) of the Investment Company Act of 1940 and Rule 19a-1 thereunder by two closed-end funds.  The agreement was finalized with the Commission on January 12, 2009.  The provisions of Section 19(a) and Rule 19a-1 require registered investment companies, when making a distribution in the nature of a dividend from sources other than net investment income, to contemporaneously provide written statements to shareholders that adequately disclose the source or sources of such distribution.  While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003.  Gabelli Funds believes that the funds have been in compliance with Section 19(a) and Rule 19a-1 since the beginning of 2004.  As part of the settlement, in which Gabelli Funds neither admits nor denies the findings by the Commission, Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1.  In connection with the settlement, the Commission noted the remedial actions previously undertaken by Gabelli Funds.
                      (f) - Reference is made to Schedule I hereto.
Item 3.                                Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately $90,836,794 to purchase the Securities reported as beneficially owned in Item 5. GAMCO and Gabelli Funds used approximately $12,966,810 and $52,671,309, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the Securities for such clients. Foundation used approximately $185,765 of working capital to purchase the Securities reported by it. GBL used approximately $2,700,359 of working capital to purchase the Securities reported by it. Mario Gabelli used approximately $1,399,319 of funds of a private entity to purchase the Securities reported by it. GSI used approximately $19,514,836 of client funds to purchase the Securities reported by it. GGCP used approximately $466,241 of working capital to purchase the Securities reported by it. MJG Associates used approximately $932,155 of client funds to purchase the Securities reported by it.

Item 4.                                Purpose of Transaction
Each of the Reporting Persons has purchased and holds the Securities reported by it for investment for one or more accounts over which it has shared, sole, or both investment and/or voting power, for its own account, or both.
The Reporting Persons are engaged in the business of securities analysis and investment and pursue an investment philosophy of identifying undervalued situations.  In pursuing this investment philosophy, the Reporting Persons analyze the operations, capital structure and markets of companies in which they invest, including the Issuer, on a continuous basis through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management).  The Reporting Persons do not believe they possess material inside information concerning the Issuer.  As a result of these analytical activities one or more of the Reporting Persons may issue analysts reports, participate in interviews or hold discussions with third parties or with management in which the Reporting Person may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder values.  Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D including, without limitation, such matters as disposing of one or more businesses, selling the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting, certain types of anti-takeover measures and restructuring the company’s capitalization or dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing investment philosophy with respect to the Issuer.  However, none of the Reporting Persons intends to seek control of the Issuer or participate in the management of the Issuer, and any Reporting Person that is registered as an investment company under the 1940 Act will participate in such a transaction only following receipt of an exemption from the SEC under Rule 17d-1 under the 1940 Act, if required, and in accordance with other applicable law.  In pursuing this investment philosophy, each Reporting Person will continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, the securities markets in general and those for the Issuer’s securities in particular, other developments and other investment opportunities, as well as the investment objectives and diversification requirements of its shareholders or clients and its fiduciary duties to such shareholders or clients.  Depending on such assessments, one or more of the Reporting Persons may acquire additional Securities or may determine to sell or otherwise dispose of all or some of its holdings of Securities.  Although the Reporting Persons share the same basic investment philosophy and although most portfolio decisions are made by or under the supervision of Mario Gabelli, the investment objectives and diversification requirements of various clients differ from those of other clients so that one or more Reporting Persons may be acquiring Securities while others are disposing of Securities.
With respect to voting of the Securities, the Reporting Persons have adopted general voting policies relating to voting on specified issues affecting corporate governance and shareholder values.  Under these policies, the Reporting Persons generally vote all securities over which they have voting power in favor of cumulative voting, financially reasonable golden parachutes, one share one vote, management cash incentives and pre-emptive rights and against greenmail, poison pills, supermajority voting, blank check preferred stock and super-dilutive stock options.  Exceptions may be made when management otherwise demonstrates superior sensitivity to the needs of shareholders.  In the event that the aggregate voting position of all joint filers shall exceed 25% of the total voting position of the issuer then the proxy voting committees of each of the Funds shall vote their Fund’s shares independently.
Each of the Covered Persons who is not a Reporting Person has purchased the Securities reported herein as beneficially owned by him for investment for his own account or that of one or more members of his immediate family.  Each such person may acquire additional Securities or dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and none of the Covered Persons who is not a Reporting Person has any present plans or proposals which relate to or would result in any transaction, change or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.                                Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D relates is 974,684 shares, representing 5.14% of the 18,979,170 shares outstanding as reported in the Issuer’s most recent 10-K for the fiscal year ended November 30, 2009. The Reporting Persons beneficially own those Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
 
GAMCO
 
139,300
 
0.73%
 
Gabelli Funds
 
GSI
 
Foundation
 
Mario Gabelli
 
MJG Associates
 
GBL
 
GGCP
 
 
565,400
 
208,984
 
2,000
 
15,000
 
10,000
 
29,000
 
5,000
 
2.98%
 
1.10%
 
0.01%
 
0.08%
 
0.05%
 
0.15%
 
0.03%
Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons.  GSI is deemed to have beneficial ownership of the Securities owned beneficially by Gabelli & Company.  GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (ii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special  circumstances such as regulatory considerations, and (iii) the power of Mario Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisors and MJG Associates have the sole right to receive and, subject to the notice, withdrawal and/or termination provisions of such advisory contracts and partnership arrangements, the sole power to direct the receipt of dividends from, and the proceeds of sale of, any of the Securities beneficially owned by such Reporting Persons on behalf of such clients or partnerships.  Except as noted, no such client or partnership has an interest by virtue of such relationship that relates to more than 5% of the Securities.
(e) Not applicable.

Item 6.                                Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Teton Advisers, GAMCO, GSI and MJG Associates with respect to Securities owned beneficially by them on behalf of their investment advisory clients, and of MJG Associates and GSI with respect to Securities owned beneficially by them on behalf of the partnerships which they directly or indirectly manage, are held pursuant to written agreements with such clients, partnerships and funds.

Item 7.                                Material to be Filed as an Exhibit
The following Exhibit A is attached hereto.  The following Exhibit B is incorporated by reference to Exhibit A in the Amendment No. 2 to Schedule 13D of the Reporting Persons with respect to Lifecore Biomedical, Inc.
Exhibit A:
Joint Filing Agreement
 

Exhibit B:
Powers of Attorney to Peter D. Goldstein, Christopher J. Michailoff, and Douglas R. Jamieson from Mario J. Gabelli

 
10
 

Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:           February 9, 2010



GGCP, INC.
MARIO J. GABELLI
    MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.

By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact




GABELLI FUNDS, LLC
TETON ADVISORS, INC..

By:/s/ Bruce N. Alpert                                                                
     Bruce N. Alpert
     Chief Operating Officer – Gabelli Funds, LLC
     Chairman – Teton Advisors, Inc.




  GAMCO ASSET MANAGEMENT INC.
  GAMCO INVESTORS, INC.
  GABELLI SECURITIES, INC.

By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
                      President & Chief Operating Officer – GAMCO Investors, Inc.
      President – GAMCO Asset Management Inc.
      President – Gabelli Securities, Inc.

 
11
 

 Schedule I
                  Information with Respect to Executive
             Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.


















 
12
 


GGCP, Inc.
Directors:
  
               Mario J. Gabelli
 
Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
 
Marc J. Gabelli
 
Chairman of The LGL Group, Inc.
 
Matthew R. Gabelli
 
Vice President – Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
 
Charles C. Baum
 
 
 
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223
               Fredric V. Salerno
Chairman; Former Vice Chairman and Chief Financial Officer
Verizon Communications
 
   
Officers:
  
Mario J. Gabelli
Chief Executive Officer and Chief Investment Officer
 
                Marc J. Gabelli
President
Michael G. Chieco
Vice President, Chief Financial Officer, Secretary
 
               Silvio A. Berni
 
Vice President, Assistant Secretary and Controller
   
GAMCO Investors, Inc.
Directors:
  
 
               Edwin L. Artzt
 
 
 
 
Raymond C. Avansino
 
 
 
              Richard L. Bready
 
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
 
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
Reno, NV 89501
 
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
 
Mario J. Gabelli
 
               Elisa M. Wilson
See above
 
Director
   
               Eugene R. McGrath
 
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
 
               Robert S. Prather
 
 
 
 
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Officers:
  
Mario J. Gabelli
 
Chairman and Chief Executive Officer
 
Douglas R. Jamieson
 
Henry G. Van der Eb
 
Bruce N. Alpert
 
Jeffrey M. Farber
 
Christopher Michailoff
President and Chief Operating Officer
 
Senior Vice President
 
Senior Vice President
 
Executive Vice President and Chief Financial Officer
 
Acting Secretary
   
GAMCO Asset Management Inc.
Directors:
 
  
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
 
  
Officers:
 
  
Mario J. Gabelli
Chief Investment Officer – Value Portfolios
 
   
Douglas R. Jamieson
 
 
Jeffrey M. Farber
 
 
               Chistopher J. Michailoff
President
 
 
Chief Financial Officer
 
 
General Counsel and Secretary
 
Gabelli Funds, LLC
Officers:
 
  
Mario J. Gabelli
 
Chief Investment Officer – Value Portfolios
Bruce N. Alpert
Executive Vice President and Chief Operating Officer
 
               Agnes Mullady
Vice President and President Closed-End Fund Division
 
 
 
Teton Advisors, Inc.
Directors:
 
  
Bruce N. Alpert
 
               Douglas R. Jamieson
 
               Nicholas F. Galluccio
 
               Alfred W. Fiore
 
 
 
                Edward T. Tokar
 
 
 
 
                 Howard F. Ward
 
 
 
Chairman
 
See above
 
Chief Executive Officer and President
 
1270 Avenue of the Americas
20th Floor
New York, NY 10020
 
Beacon Trust
Senior Managing Director
333 Main Street
Madison, NJ 07940
 
Portfolio Manager
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
 
Officers:
 
  
Bruce N. Alpert
 
               Nicholas F. Galluccio
 
               Jeffrey M. Farber
See above
 
See above
 
Chief Financial Officer
   
Gabelli Securities, Inc.
 
  
Directors:
 
  
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358
 
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022
 
 
               Douglas R. Jamieson
 
 
President
 

Officers:
 
  
Douglas R. Jamieson
 
               Christopher J. Michailoff
 
               Jeffrey M. Farber
See above
 
Secretary
 
Chief Financial Officer
 
 
Gabelli & Company, Inc.
Directors:
 
  
James G. Webster, III
Chairman & Interim President
 
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
 
 
Officers:
  
James G. Webster, III
See Above
 
Bruce N. Alpert
 
               Diane M. LaPointe
 
               Douglas R. Jamieson
Vice President - Mutual Funds
 
Treasurer
 
Secretary
 
 
 
Gabelli Foundation, Inc.
Officers:
 
  
                Mario J. Gabelli
Chairman, Trustee & Chief Investment Officer
 
                Elisa M. Wilson
President
 
 
MJG-IV Limited Partnership
Officers:
 
  
                 Mario J. Gabelli
General Partner




 
13
 
 
 

                                  SCHEDULE II
                            INFORMATION WITH RESPECT TO
                 TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
                 SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
                                   SHARES PURCHASED        AVERAGE
                        DATE            SOLD(-)             PRICE(2)
 
 COMMON STOCK-CHATTEM INC.
          
 
          GABELLI FOUNDATION
                      12/21/09           2,000            92.8825
          MARIO J. GABELLI
          
                       1/21/10            5,000            93.2550
                       1/15/10          10,000            93.3044
          GABELLI SECURITIES, INC.
        
                       2/08/10            1,500            93.3701
                       1/26/10            9,000            93.4050
                       1/15/10               500            93.2833
                       1/14/10            2,000            93.3445
                       1/05/10               500            93.0105
                      12/30/09              500            93.1730
                      12/23/09              500            93.1378
                      12/22/09           1,000            93.0350
                      12/22/09           1,000            93.0350
                      12/21/09              700            92.9705
             GABELLI ASSOCIATES LIMITED
                       2/08/10            5,000            93.3701
                       2/05/10            2,500            93.4283
                       2/04/10            3,000            93.4267
                       2/03/10               162            93.4250
                       2/02/10            4,000            93.4181
                       2/01/10            2,500            93.4292
                       1/27/10            1,000-           93.4360
                       1/25/10            1,000            93.2550
                       1/21/10            2,000            93.2506
                       1/15/10            2,000            93.2833
                       1/14/10               500            93.3000
                       1/13/10            1,000            93.3079
                       1/12/10            2,000            93.3121
                       1/07/10            1,000            93.0750
                       1/05/10            1,500            93.0105
                       1/04/10            4,500            93.0695
                      12/31/09           1,000            93.1888
                      12/30/09              500            93.1730
                      12/29/09              500-           93.3026
                      12/23/09           6,500            93.1378
                      12/22/09           4,000            93.0503
                      12/21/09           6,000            92.9705
             GABELLI ASSOCIATES FUND II
                       2/08/10            2,000            93.3701
                       2/04/10            1,000            93.4267
                       2/02/10            1,500            93.4181
                       2/01/10            1,500            93.4292
                       1/21/10               500            93.2506
                       1/15/10            1,000            93.2833
                       1/12/10               500            93.3121
                       1/07/10               500            93.0750
                       1/04/10            2,500            93.0695
                      12/31/09           2,000            93.1888
                      12/28/09           1,000            93.1050
                      12/28/09              669-           93.2926
                      12/23/09              500            93.1378
                      12/21/09              700            92.9705
             GABELLI ASSOCIATES FUND
                       2/08/10          13,500            93.3701
                       2/05/10            5,000            93.4283
                       2/04/10            8,000            93.4267
                       2/02/10            9,012            93.4181
                       2/01/10            2,000            93.4292
                       1/27/10            2,200-           93.4360
                       1/25/10            2,554            93.2550
                       1/21/10            5,500            93.2506
                       1/15/10            5,500            93.2833
                       1/14/10            2,500            93.3000
                       1/13/10            2,500            93.3079
                       1/12/10            4,224            93.3121
                       1/11/10            1,600            93.3224
                       1/07/10               785            93.0750
                       1/06/10            1,000            93.0050
                       1/05/10            3,500            93.0105
                       1/04/10          13,000            93.0695
                      12/31/09           1,000            93.1888
                      12/30/09           1,500            93.1730
                      12/29/09           1,000-           93.3026
                      12/23/09         19,300            93.1378
                      12/22/09         10,716            93.0503
                      12/21/09         17,600            92.9705
             ALCE PARTNERS
                      12/21/09            1,000            92.9450
          MJG ASSOCIATES, INC.
             GABELLI INTERNATIONAL LIMITED
                       1/15/10           10,000            93.3044
             GABELLI FUND, LDC
                       2/03/10            6,000-           93.4538
                       1/26/10            3,000            93.4027
                       1/15/10            3,000            93.3044
                      12/28/09           1,000-           93.2326
                      12/21/09           1,000            92.9450
          GAMCO INVESTORS, INC.
          
                       2/02/10            4,000            93.4200
                       1/25/10            2,000            93.2600
                       1/05/10            2,500            93.0100
                       1/04/10            5,000            93.0267
                      12/23/09           5,500            93.1709
                      12/22/09           3,000            93.1333
                      12/21/09           7,000            92.9514
          GAMCO ASSET MANAGEMENT INC.
        
                       1/25/10            5,000            93.2750
                       1/14/10            1,000            93.3550
                       1/14/10               500            93.3878
                       1/14/10            2,200            93.3778
                       1/12/10            6,000            93.3441
                       1/11/10            1,500            93.3224
                       1/07/10            4,000            93.1134
                       1/04/10            1,000            93.1100
                       1/04/10            3,000            93.0667
                       1/04/10            4,000            93.0775
                       1/04/10               300            93.2617
                       1/04/10               500            93.1625
                       1/04/10               500            93.1750
                      12/31/09              500            93.3300
                      12/30/09           1,000            93.2432
                      12/30/09         10,000            93.1847
                      12/29/09              500            93.3300
                      12/29/09           2,000            93.2325
                      12/29/09              400            93.3625
                      12/29/09           1,000            93.3300
                      12/28/09           7,000            93.1893
                      12/28/09         16,000            93.1700
                      12/23/09           3,500            93.2373
                      12/23/09           1,700            93.2350
                      12/23/09         11,000            93.2246
                      12/22/09           2,000            93.1043
                      12/22/09           1,500            93.2018
                      12/22/09           5,000            93.0848
                      12/21/09         41,300            92.9829
                      12/21/09           3,000            92.9589
                      12/21/09           2,000            92.9264
                      12/21/09              400            92.8699
          GGCP, INC.
            
                      12/29/09            5,000            93.2481
          GABELLI FUNDS, LLC.
             GABELLI SMALL CAP GROWTH FUND
                       1/25/10            3,100            93.2650
                       1/19/10          50,000            93.4312
                       1/19/10            5,000            93.3250
                      12/23/09         37,800            93.1241
                      12/22/09         10,000            93.0835
                      12/21/09           2,000            92.9850
             GABELLI HEALTHCARE & WELLNESS RX TRUST
                      12/21/09            2,500            92.8546
             THE GABELLI GLOBAL DEAL FUND
                       1/21/10            4,300            93.2650
                       1/20/10          15,700            93.3007
                       1/15/10          18,000            93.2950
                       1/13/10            5,000            93.3150
                      12/21/09       117,000            92.9829
             GABELLI ASSET FUND
                      12/21/09           5,000            92.8668
             GABELLI ENTERPRISE M&A FUND
      
                       1/25/10            5,000            93.2850
                       1/04/10            4,000            93.0650
                      12/30/09         13,900            93.2250
                      12/29/09         11,100            93.2250
                      12/21/09         36,000            92.9829
             GABELLI ABC FUND
                       1/27/10          20,000            93.3980
                       1/27/10            1,446            93.4009
                       1/26/10          19,954            93.3850
                      12/23/09       126,600            93.2143
                      12/22/09         12,000            93.0440
                      12/21/09         40,000            92.9829
 
 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
    ON THE NASDAQ GLOBAL SECURITIES MARKET.
      
 
(2) PRICE EXCLUDES COMMISSION.
                 



 
14
 
 





JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Chattem, Inc., and that this Agreement be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this February 9, 2010.

 
MARIO J. GABELLI
GGCP, INC.
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
MJG-IV LIMITED PARTNERSHIP
 
 
By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact
 
 
 
 
GABELLI FUNDS, LLC
TETON ADVISORS, INC.
GABELLI & COMPANY, INC.
 
By: /s/ Bruce N. Alpert
       Bruce N. Alpert
       Chief Operating Officer – Gabelli Funds, LLC
       Chairman – Teton Advisors, Inc.
       Vice President – Gabelli & Company, Inc.
 
 
 
 
GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.
GABELLI SECURITIES, INC.
 
 
By:/s/ Douglas R. Jamieson
     Douglas R. Jamieson
     President & Chief Operating Officer – GAMCO Investors, Inc.
     President – GAMCO Asset Management Inc.
     Vice President – Gabelli Securities, Inc.


 
15