UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
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|_| Preliminary Proxy Statement |_| Confidential, for Use of
the Commission Only (as
permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|X| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
AMERICAN RETIREMENT CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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[BROOKDALE SENIOR LIVING LOGO] [AMERICAN RETIREMENT CORPORATION LOGO]
FOR IMMEDIATE RELEASE
Contact:
Brookdale Senior Living Inc. American Retirement Corporation
Francie Nagy Ross Roadman
Tel: 1-212-515-4625 Tel: 1-615-376-2412
Brookdale and American Retirement Announce Expiration
of Hart-Scott-Rodino Waiting Period
Chicago, IL and Nashville, TN. June 27, 2006 - Brookdale Senior Living Inc.
(NYSE: BKD) and American Retirement Corporation (NYSE: ACR) announced today that
the waiting period under the Hart-Scott-Rodino Improvements Act of 1976, as
amended, for their proposed merger expired at 11:59 p.m. Eastern time on June
26, 2006. In addition, Brookdale announced that the Federal Trade Commission has
granted early termination of the waiting period under the HSR Act for the
proposed equity investment in Brookdale by RIC Co-Investment Fund LP, an
affiliate of Fortress Investment Group LLC, in connection with the proposed
merger.
As previously announced, Brookdale and American Retirement have entered into a
definitive merger agreement under which Brookdale will acquire all of the
outstanding shares of American Retirement Corporation for an aggregate purchase
price of approximately $1.2 billion in cash, or $33.00 per share (on a fully
diluted basis). The combination will create America's premier operator of senior
living facilities and is expected to be completed as promptly as possible
following approval by the American Retirement shareholders and satisfaction of
other customary closing conditions, including regulatory approval.
About Brookdale Senior Living Inc.
Brookdale Senior Living Inc. is a leading owner and operator of senior living
facilities throughout the United States. Brookdale is committed to providing an
exceptional living experience through properties that are designed,
purpose-built, and operated to provide the highest-quality service, care and
living accommodations for residents. Brookdale owns and operates independent,
assisted and dementia-care facilities, with a total of 450 facilities in 32
states and the ability to serve over 34,000 residents.
About American Retirement Corporation
American Retirement Corporation is a national senior living and health care
services provider offering a broad range of care and services to seniors,
including independent living, assisted living, skilled nursing and Alzheimer's
care. Established in 1978, the Company believes that it is a leader in the
operation and management of senior living communities, including independent
living communities, continuing care retirement communities, free-standing
assisted living communities, and the development of specialized care programs
for residents with Alzheimer's and other forms of dementia. The Company's
operating philosophy is to enhance the lives of seniors by striving to provide
the highest quality of care and services in well-operated communities designed
to improve and protect the quality of life, independence, personal freedom,
privacy, spirit, and dignity of its residents. The Company currently operates 83
senior living communities in 19 states, with an aggregate unit capacity of
approximately 16,200 units and resident capacity of approximately 17,800. The
Company owns 34 communities (including 14 communities in joint ventures), leases
44 communities, and manages 5 communities pursuant to management agreements.
Where to Find Additional Information about American Retirement Corporation,
Brookdale and the Merger
On June 16, 2006, American Retirement Corporation filed a definitive proxy
statement with the SEC in connection with the proposed merger. American
Retirement Corporation shareholders should read the proxy statement and other
relevant materials when they become available, because they contain important
information about American Retirement Corporation, Brookdale and the proposed
merger. In addition to the documents described above, American Retirement
Corporation and Brookdale file annual, quarterly and current reports, proxy
statements and other information with the SEC. The proxy statement and other
relevant materials (when they become available), and any other documents filed
with the SEC by American Retirement Corporation or Brookdale are available
without charge at the SEC's website, at www.sec.gov, or from the companies'
websites at http://www.arclp.com and http://www.brookdaleliving.com,
respectively.
American Retirement Corporation, Brookdale and their respective officers and
directors may be deemed to be participants in the solicitation of proxies from
American Retirement Corporation shareholders in connection with the proposed
merger. A description of certain interests of the directors and executive
officers of American Retirement Corporation is set forth in the American
Retirement Corporation proxy statement for its 2006 annual meeting which was
filed with the SEC on April 17, 2006. A description of certain interests of the
directors and officers of Brookdale is set forth in Brookdale's proxy statement
for its 2006 annual meeting, which was filed with the SEC on April 21, 2006.
Additional information regarding the interests of such potential participants is
included in the definitive proxy statement filed by American Retirement with the
SEC in connection with the proposed merger.
Forward Looking Language
Certain items in this press release may constitute forward-looking statements
made by Brookdale or American Retirement Corporation (collectively, the
"Companies") within the meaning of the Private Securities Litigation Reform Act
of 1995 including, but not necessarily limited to, statements relating to our
ability to close the acquisition, satisfaction of closing conditions, obtaining
consents, and the timing of the closing of the acquisition. Words such as
"expect(s)" and similar expressions are intended to identify such
forward-looking statements. These statements are based on management's current
expectations and beliefs and are subject to a number of factors that could lead
to actual results materially different from those described in the
forward-looking statements. The Companies can give no assurance that their
expectations will be attained. Factors that could cause actual results to differ
materially from the Companies' expectations include, but are not limited to,
whether conditions to the closing of the transaction will not be satisfied and
other risks detailed from time to time in the Companies' respective SEC reports.
Such forward-looking statements speak only as of the date of this press release.
The Companies expressly disclaim any obligation to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any
change in their expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.