<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, 2000
                       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 28, 2001, 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 of 12.75% Senior
Subordinated Notes due 2004 and $275,000,000 of 8.875% Senior Subordinated
Notes due 2008, which guarantees and notes were registered under the
Securities Act of 1933. During 1995, 1998, 1999 and 2000 Chattem repurchased
in the aggregate approximately $45,855,000 of the 12.75% notes.

On December 11, 2000, Chattem initiated a consent solicitation and tender
offer for certain of its outstanding senior subordinated notes. On January
17, 2001 Chattem announced the successful completion of the consent
solicitation and tender offer pursuant to which it retired $70,462,000
principal amount of its 8.875% Senior Subordinated Notes due 2008 and
$7,397,000 principal amount of its 12.75% Senior Subordinated Notes due 2004.
Total consideration paid for the consent solicitation and tender offer was
$64,737,000, which was provided by the proceeds of the Ban-Registered
Trademark- sale.

TRADEMARKS

The Company's trademarks are of material importance to its business and are
its most important asset. In fiscal year 2000, substantially all of Chattem's
sales were from products bearing proprietary brand names, including 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) ("CHPA") 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 certain of the DEXATRIM
products (the "Yale Study"). PPA is also used in other over-the-counter
medications which are also part of the study. In May 2000, the results of the
Yale Study were filed with the FDA. The investigators concluded that the
results of the Yale Study suggest that PPA increases the risk of hemorrhagic
stroke. The FDA indicated at that time that no immediate action was required
and scheduled an FDA advisory panel to meet in October 2000 to discuss the
results of this study. The CHPA questioned the execution of the Yale Study
and disagreed with its conclusions.

Ban-Registered Trademark- is the registered trademark of Kao Corporation.

                                       2
<PAGE>

On October 19, 2000, a Nonprescription Drugs Advisory Committee ("NDAC"),
commissioned by the FDA to review the safety of PPA determined that there is
an association between PPA and hemorrhagic stroke and recommended that PPA
not be considered generally recognized as safe for OTC use as a nasal
decongestant or for weight control. In response to a request from the FDA to
voluntarily cease marketing DEXATRIM with PPA, Chattem announced on November
7, 2000 its decision to immediately cease shipping DEXATRIM with PPA and to
accept product returns from any retailers who decide to discontinue marketing
DEXATRIM with PPA. To date, the FDA has not issued any final determination
concerning PPA or products containing PPA.

The NDAC'S determination and the FDA's request to voluntarily cease marketing
DEXATRIM with PPA may increase the likelihood that claims relating to the
existence of PPA in DEXATRIM will be filed against Chattem. While Chattem
maintains product liability insurance through third party insurers that it
believes to be adequate, there can be no assurance that such coverage will be
sufficient to satisfy such claims.

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. In such states or
localities these restrictions could adversely affect the sale of DEXATRIM
Natural, which contains naturally-occurring sources of ephedrine. 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.

Chattem was notified in October, 2000 that the FDA denied the citizens
petition submitted by Thompson Medical Company, Inc., previous owner of
SPORTSCREME and ASPERCREME, seeking a determination that 10% trolamine
salicylate was clinically proven to be an effective active ingredient in
external analgesic OTC drug products, and thus should be included in the
FDA's yet-to-be finalized monograph for external analgesics. In the same
correspondence the FDA recommended that Chattem meet with the FDA to agree on
an acceptable clinical study protocol to determine the efficacy of 10%
trolamine salicylate as an active ingredient in OTC external analgesic drug
products. Chattem cannot predict the timing or outcome of any FDA decision on
the proposed protocol, although an agreement is not expected to occur until
at least the middle of fiscal 2001. If the study protocol is approved,
Chattem expects that it will take one to two years to produce the clinical
data for FDA review. The FDA could finalize the OTC external analgesic
monograph before the protocol and clinical data results are finalized, which
would place 10% trolamine salicylate in non-monograph status. Chattem is
working to develop alternate formulas for SPORTSCREME and ASPERCREME in the
event that clinical data does not support the efficacy of trolamine
salicylate.


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

                                       3
<PAGE>

allegedly also contains cadmium. The lawsuit contends that the purported
failure to comply with Proposition 65 requirements also constitutes a
violation 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 $2,500
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.

The plaintiffs in the two separate actions have been granted leave by the
court to file separate amended complaints that would include a claim based
upon the allegation that zinc oxide allegedly also contains cadmium. The
plaintiffs have not yet done so, as they are awaiting a ruling by the court
at their request to file a consolidated amended complaint.

Chattem intends to vigorously defend these claims. At this stage of the
proceedings, it is not possible 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 will 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.

                                       4
<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.

                                       5
<PAGE>




ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FISCAL 2000 COMPARED TO FISCAL 1999

The following narrative represents management's comparative analysis of the
results of the Company's operations for the fiscal year ended November 30,
2000 to the fiscal year ended November 30, 1999 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 decreased by $1,692,000, or 12.3%,
in fiscal 2000 from fiscal 1999 primarily due to decreased sales of the
products subject to the royalty, especially Ban which was sold in September
2000.

The Company recognized in 2000 a loss of $5,018,000 on the sale of the Ban
product line and the pending divestiture of NORWICH Aspirin.

Amortization expense decreased by $622,000, or 6.6%, in fiscal 2000 from
fiscal 1999 primarily due to the sale and pending sale of trademarks of Ban
and NORWICH Aspirin, respectively.

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 acquired from Thompson Medical Company, Inc. ("Thompson Medical
brands") in December 1998.

The Company recognized in 1998 a gain of $9,548,000 on the sale of the
Cornsilk-Registered Trademark- 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.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Page 7 for the index to the Company's financial statements.

ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.

Cornsilk-Registered Trademark- is the registered trademark of Del
Laboratories, Inc.

                                       6

<PAGE>


                       SIGNAL INVESTMENT & MANAGEMENT CO.

                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                       <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . .. . . . . . . . .     8

BALANCE SHEETS AS OF NOVEMBER 30, 2000 AND 1999 . . . . . . . . . . . . . . . . . . . .     9

STATEMENTS OF INCOME FOR THE THREE YEARS ENDED NOVEMBER 30, 2000  . . . . . . . . . . .    10

STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT) FOR THE THREE YEARS
  ENDED NOVEMBER 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    11

STATEMENTS OF CASH FLOWS FOR THE THREE YEARS ENDED NOVEMBER 30, 2000  . . . . . . . . .    12

NOTES TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
</TABLE>

                                       7
<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, 2000 and 1999, 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, 2000. 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, 2000 and 1999, and the results of its
operations and its cash flows for each of the three years in the period ended
November 30, 2000 in conformity with accounting principles generally accepted
in the United States.

ARTHUR ANDERSEN LLP



Chattanooga, Tennessee
January 26, 2001



                                       8

<PAGE>


                       SIGNAL INVESTMENT & MANAGEMENT CO.

                                 BALANCE SHEETS

                           NOVEMBER 30, 2000 AND 1999

                        (IN THOUSANDS, EXCEPT SHARE DATA)



                                     ASSETS

<TABLE>
<CAPTION>
                                                                                     2000             1999
                                                                                     ----             ----
<S>                                                                            <C>              <C>

Current Assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . .       $   95,747       $       16
   Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . .            1,154               --
   Royalties receivable from Chattem, Inc. . . . . . . . . . . . . . . .            2,195            3,320
                                                                               ----------       ----------
         Total current assets. . . . . . . . . . . . . . . . . . . . . .           99,096            3,336

Trademarks and Other Purchased Product Rights, Net . . . . . . . . . . .          187,782          350,762
                                                                               ----------       ----------

         TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . .       $  286,878       $  354,098
                                                                               ==========       ==========

                 LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)

Liabilities:
   Payable to Chattem, Inc . . . . . . . . . . . . . . . . . . . . . . .       $  279,467       $  339,932
   Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . .           10,121           12,550
                                                                               ----------       ----------
          Total liabilities  . . . . . . . . . . . . . . . . . . . . . .          289,588          352,482
                                                                               ----------       ----------
Shareholder's Equity (Deficit):
   Common shares, without par value, 500 shares authorized,
     250 shares issued and outstanding . . . . . . . . . . . . . . . . .                2                2
   Retained earnings (deficit). . . . . . . . . . . . . . .  . . . . . .           (2,712)           1,614
                                                                               ----------       ----------
           Total shareholder's equity (deficit). . . . . . . . . . . . .           (2,710)           1,616
                                                                               ----------       ----------
           TOTAL LIABILITIES AND SHAREHOLDER'S
                EQUITY (DEFICIT). . . . . . . . . . . .. . . . . . . . .       $  286,878       $  354,098
                                                                               ==========       ==========
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       9

<PAGE>


                       SIGNAL INVESTMENT & MANAGEMENT CO.

                              STATEMENTS OF INCOME

                   FOR THE THREE YEARS ENDED NOVEMBER 30, 2000

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                          2000             1999             1998
                                                                          ----             ----             ----
<S>                                                                  <C>              <C>              <C>
REVENUES AND GAINS:
     Royalties from Chattem, Inc.  . . . . . . . . . . . . .         $  12,051        $  13,743        $   9,891
     Investment income . . . . . . . . . . . . . . . . . . .             1,352                2                3
     Gain on sale of trademarks and other purchased product
         rights. . . . . . . . . . . . . . . . . . . . . . .                --               --            9,548
                                                                     ---------        ---------        ---------
               Total revenues and gains  . . . . . . . . . .            13,403           13,745           19,442
                                                                     ---------        ---------        ---------

EXPENSES AND LOSSES:
     Amortization of trademarks and other purchased
        product rights . . . . . . . . . . . . . . . . . . .             8,865            9,487            5,859
     Loss on sale of investment. . . . . . . . . . . . . . .                --                8               --
     Loss sale of trademarks and other purchased product
        rights. . . . . . . . . . . . . . . . .. . . . . . .             5,018               --               --
     Other . . . . . . . . . . . . . . . . . . . . . . . . .                14               15               18
                                                                     ---------        ---------        ---------
                Total expenses and losses . . . . . . . . . .           13,897            9,510            5,877
                                                                     ---------        ---------        ---------
INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM) INCOME
    TAXES.. . . . . . . . . . . . . . . . . . . . . . . . . .             (494)           4,235           13,565

PROVISION FOR (BENEFIT FROM) INCOME TAXES . . . . . . . . . .             (168)           1,440            4,612
                                                                     ---------        ---------        ---------

NET INCOME (LOSS) . . . . . . . . . . . . . . . . . . . . . .        $    (326)       $   2,795        $   8,953
                                                                     =========        =========        =========
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING  . . . . . . . . . . . . . . . . . . .              250              250              250
                                                                     =========        =========        =========

NET INCOME (LOSS) PER COMMON SHARE  . . . . . . . . . . . . .        $  (1,304)       $  11,180       $   35,812
                                                                     =========        =========        =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      10
<PAGE>

                       SIGNAL INVESTMENT & MANAGEMENT CO.

                  STATEMENTS OF SHAREHOLDER'S EQUITY (DEFICIT)

                   FOR THE THREE YEARS ENDED NOVEMBER 30, 2000

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                                       RETAINED
                                                                     COMMON            EARNINGS
                                                                     SHARES            (DEFICIT)        TOTAL
                                                                   ---------          ----------      ---------
<S>                                                                <C>                <C>             <C>
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
     Net loss . . . . . . . . . . . . . . . . . . . . . . . . .           --                (326)          (326)
     Dividends. . . . . . . . . . . . . . . . . . . . . . . . .           --              (4,000)        (4,000)
                                                                   ---------          ----------      ---------
BALANCE, NOVEMBER 30, 2000. . . . . . . . . . .                    $       2          $   (2,712)     $  (2,710)
                                                                   =========          ==========      =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      11

<PAGE>

                       SIGNAL INVESTMENT & MANAGEMENT CO.

                            STATEMENTS OF CASH FLOWS

                   FOR THE THREE YEARS ENDED NOVEMBER 30, 2000

                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                         2000           1999           1998
                                                                         ----           ----           ----
<S>                                                                 <C>             <C>            <C>
OPERATING ACTIVITIES:
     Net income (loss). . . . .. . . . . . . . . . . . . . . .      $    (326)      $  2,795       $  8,953
     Adjustments to reconcile net income (loss) to net cash
        provided by operating activities:
        Amortization . . . . . . . . . . . . . . . . . . . . .          8,865          9,487          5,859
        Income tax provision (benefit) . . . . . . . . . . . .           (168)         1,440          4,612
        Loss on sale of investment . . . . . . . . . . . . . .             --              8             --
        (Gain) loss on sale of trademarks and other
          product rights . . . . . . . . . . . . . . . . . . .          5,018             --         (9,548)
        Other. . . . . . . . . . . . . . . . . . . . . . . . .             --             (1)            --
        Changes in operating assets and liabilities:
           Interest receivable . . . . . . . . . . . . . . . .         (1,154)            --             --
           Royalties receivable from Chattem, Inc. . . . . . .          1,125           (651)        (1,081)
                                                                    ---------       --------       --------
                 Net cash provided by operating activities . .         13,360         13,078          8,795
                                                                    ---------       --------       --------
INVESTING ACTIVITIES:
     Proceeds from sale of investment. . . . . . . . . . . . .             --            387             --
     Purchase of investment. . . . . . . . . . . . . . . . . .             --             --           (395)
                                                                    ---------       --------       --------
                 Net cash provided by (used in) investing
                     activities  . . . . . . . . . . . . . . .             --            387           (395)
                                                                    ---------       --------       --------
FINANCING ACTIVITIES:
     Receipts from Chattem, Inc. . . . . . . . . . . . . . . .         95,541             --             --
     Payments to Chattem, Inc. . . . . . . . . . . . . . . . .         (9,170)        (9,460)        (4,444)
     Dividends paid to Chattem, Inc. . . . . . . . . . . . . .         (4,000)        (4,000)        (4,000)
                                                                    ---------       --------       --------
                  Net cash provided by (used in) financing             82,371        (13,460)        (8,444)
                      activities. . . . . . . . . . . . . . .
                                                                    ---------       --------       --------
CASH AND CASH EQUIVALENTS:
      Increase (decrease) for the year  . . . . . . . . . . .          95,731              5            (44)
      At beginning of year . . . . . . . . . . . . . . . . . .             16             11             55
                                                                    ---------       --------       --------
      At end of year . . . . . . . . . . . . . . . . . . . . .      $  95,747       $     16       $     11
                                                                    =========       ========       ========
SUPPLEMENTAL SCHEDULE OF NON-CASH
TRANSACTIONS :
INCREASE (DECREASE) IN PAYABLE TO CHATTEM, INC. RESULTING
FROM -
      Loss (gain) on sale of trademarks and other product
        rights . . . . . . . . . . . . . . . . . . . . . . . .      $   5,018       $     --       $ (9,548)
      Purchase of trademarks and other product rights. . . . .             --         92,432        172,250
      Sale of trademarks and other product rights. . . . . . .       (154,749)            --             --
      Current provision for (benefit from) income taxes. . . .          2,261         (5,370)         1,499

DIVIDENDS PER SHARE                                                 $      16       $     16       $     16
                                                                    =========       ========       ========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                      12

<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% Senior Subordinated
   Notes due 2004 and $275,000 of 8.875% Senior Subordinated Notes due 2008,
   which guarantees and notes were registered under the Securities Act of
   1933. During 1995, 1998, 1999 and 2000 Chattem repurchased in the
   aggregate approximately $45,855 of the 12.75% Notes.

   On December 11, 2000, Chattem initiated a consent solicitation and tender
   offer for certain of its outstanding senior subordinated notes. On January
   17, 2001 Chattem announced the successful completion of the consent
   solicitation and tender offer pursuant to which it retired $70,462
   principal amount of its 8.875% Senior Subordinated Notes due 2008 and
   $7,397 principal amount of its 12.75% Senior Subordinated Notes due 2004.
   Total consideration paid for the consent solicitation and tender offer was
   $64,737, which was provided by the proceeds of the Ban sale.

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, 2000 the weighted average life of patents, trademarks and
   other purchased product rights was 34.8 years. Total accumulated
   amortization of these assets at November 30, 2000 and 1999 was $21,393 and
   $23,032, respectively. Amortization expense for 2000, 1999 and 1998 was
   $8,865, $9,487 and $5,859, 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.

                                      13
<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 (benefit from) income taxes includes the following
   components for the years ended November 30:
<TABLE>
<CAPTION>
                                                         2000       1999      1998
                                                      -------   --------   -------
                     <S>                              <C>       <C>        <C>
                     Current . . . . . . . . . . . .  $ 2,261   $ (5,370)  $ 1,499
                     Deferred. . . . . . . . . . . .   (2,429)     6,810     3,113
                                                      -------   --------   -------
                                                      $  (168)  $  1,440   $ 4,612
                                                      =======   ========   =======
</TABLE>

   The temporary difference which gives rise to the deferred tax liability at
   November 30, 2000 and 1999, consists primarily of the differences between
   carrying values of trademarks and other purchased product rights for
   income tax and financial statement reporting purposes.

4. ACQUISITION AND SALE OF TRADEMARKS

   On September 15, 2000 Chattem and the Company completed the sale of the
   Ban product line to The Andrew Jergens Company, a wholly-owned subsidiary
   of Kao Corporation. Under the terms of the contract, Chattem received
   $160,000 cash at closing, plus the right to receive up to an additional
   $6,500 in future payments based upon sales levels of Ban in 2001 and 2002.
   The Company sold the trademarks, while Chattem sold the inventory and
   other related assets. Concurrent with the closing of the sale of Ban
   Chattem used $52,194 of the net proceeds to retire all of the outstanding
   balances of its revolving line of credit and term loans and accrued
   interest thereon, with the balance of the net proceeds being retained by
   Chattem. The Company was the guarantor of the revolving line of credit and
   term loans of Chattem.

   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 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 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 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.

                                      14
<PAGE>


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, 2001.

   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, 2000 is as follows:
<TABLE>
<CAPTION>
       <S>      <C>                                                     <C>
       Balance- November 30, 1998 . . . . . . . . . . . . . . . . . . . $ 262,330
                Repayments. . . . . . . . . . . . . . . . . . . . . . .    (9,460)
                Current income tax benefit  . . . . . . . . . . . . . .    (5,370)
                Purchase of trademarks and other product rights . . . .    92,432
                                                                        ---------
       Balance- November 30, 1999 . . . . . . . . . . . . . . . . . . .   339,932
                Receipts from Chattem, Inc. . . . . . . . . . . . . . .    95,541
                Repayments. . . . . . . . . . . . . . . . . . . . . . .    (9,170)
                Current income tax provision. . . . . . . . . . . . . .     2,261
                Additions to trademarks and other product rights. . . .       634
                Sale of trademarks and other product rights . . . . . .  (154,749)
                Loss on disposition of trademarks and other products
                  rights. . . . . . . . . . . . . . . . . . . . . . . .     5,018
                                                                        ---------
       Balance- November 30, 2000 . . . . . . . . . . . . . . . . . . . $ 279,467
                                                                        =========
</TABLE>

   The weighted average balance due Chattem during the year ended November
   30, 2000 was $325,717.

                                      15
<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.

                                      16

<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>
                  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)

                                   Following Amendments to and
                                   Supplemental Indentures to 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%
                                   Series B Senior Subordinated Notes
                                   due 2004:
                                     First, dated May 23, 1995.
                                     Second, dated March 19, 1998.
                                     Third, dated December 27, 2000.             (10)

                                   Form of Indenture dated March 24,
                                   1998 between Chattem, Inc., Signal
                                   Investment & Management Co., as
                                   guarantor, and SouthTrust Bank of
                                   Alabama, N.A. relating to the 8.875%
                                   Senior Subordinated Notes due 2008.           (7)

                                   First Amendment and Supplemental
                                   Indenture dated January 3, 2001 to
                                   Form of Indenture dated March 24,
                                   1998 between Chattem, Inc., Signal
                                   Investment & Management Co., as
                                   guarantor, and SouthTrust Bank of
                                   Alabama, N.A. relating to the 8.875%
                                   Senior Subordinated Notes due 2008.           (10)

                                   Asset Purchase Agreement dated
                                   June 6, 1996 between Campbell
                                   Laboratories, Inc., seller, and
                                   Chattem, Inc. and Signal Investment
                                   & Management Co., purchasers, for
                                   the HERPECIN-L business.                      (2)
</TABLE>

                                      17
<PAGE>

<TABLE>
<CAPTION>
            EXHIBIT NUMBER         DESCRIPTION OF EXHIBIT                     REFERENCE
            <S>                    <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)

                                   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)

                                   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.                        (6)

                                   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.                                     (8)

                                   Asset Sale Agreement dated August 24,
                                   2000 by and among The Andrew Jergens
                                   Company, Chattem, Inc. and Signal
                                   Investment & Management Co. for the
                                   Ban business                                  (9)

                 23                Consent of Independent Public
                                   Accountants
</TABLE>

                                      18

<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 8-K for Chattem, Inc. dated May 12, 1998.
      (7) Form S-4/A Registration Statement (No. 333-53627) of Chattem, Inc.,
          effective June 4, 1998.
      (8) Form 8-K for Chattem, Inc. dated December 21, 1998.
      (9) Form 8-K for Chattem, Inc. dated September 15, 2000.
     (10) Form 10-K for Chattem, Inc. for the year ended November 30, 2000.

(b) No reports on Form 8-K were filed with the Securities and Exchange
    Commission during the three months ended November 30, 2000.

                                      19

<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 28, 2001                 /s/ A. Alexander Taylor II
                                         -----------------------------------
                                         A. Alexander Taylor II
                                         President
                                           (principal executive officer)

                                         /s/ Christopher S. Keller
                                         -----------------------------------
                                         Vice President, Treasurer and Director
                                            (principal financial 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 28, 2001                 /s/ A. Alexander Taylor II
                                         -----------------------------------
                                         A. Alexander Taylor II,
                                         President and Director
                                            (principal executive officer)

Dated: February 28, 2001                 /s/ Christopher S. Keller
                                         -----------------------------------
                                         Vice President, Treasurer and Director
                                            (principal financial officer)

Dated: February 28, 2001                 /s/ Margaret Pulgini
                                         -----------------------------------
                                         Margaret Pulgini
                                         Assistant Vice President and Director

Dated: February 28, 2001                 /s/ Hugh F. Sharber
                                         -----------------------------------
                                         Hugh F. Sharber
                                         Secretary and Director


                                      20

<PAGE>


                       SIGNAL INVESTMENT AND MANAGEMENT CO.
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

     EXHIBIT
      NUMBER                     DESCRIPTION OF EXHIBIT
     <S>                         <C>

        23                       Consent of Independent Public Accountants
</TABLE>

                                     21