UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 8, 2005 (May 5, 2005)
AMERICAN RETIREMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Tennessee 01-13031 62-1674303
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 221-2250
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
For the reasons specified in the Form 8-K filed by American Retirement
Corporation on June 8, 2005 (relating to the restatement of its financial
statements), this Amendment No. 1 to Form 8-K is being filed by American
Retirement Corporation to amend and restate in its entirety the Form 8-K filed
by American Retirement Corporation with the Securities and Exchange Commission
on May 5, 2005.
Item 2.02. Results of Operations and Financial Condition
On June 8, 2005, American Retirement Corporation issued a press release
announcing the filing of its first quarter 2005 Form 10-Q and reporting revised
results for the first quarter reflecting the effects of the Company's previously
announced restatement of its financial statements. A copy of the press release
is furnished herewith as Exhibit 99.1.
Revised supplemental information relating to American Retirement
Corporation's revised first quarter 2005 results is furnished herewith as
Exhibit 99.2.
Item 7.01. Regulation FD Disclosure
On June 8, 2005, American Retirement Corporation issued a press release
announcing the filing of its first quarter 2005 Form 10-Q and reporting revised
results for the first quarter reflecting the effects of the Company's previously
announced restatement of its financial statements. A copy of the press release
is furnished herewith as Exhibit 99.1.
Revised supplemental information relating to American Retirement
Corporation's revised first quarter 2005 results is furnished herewith as
Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release dated June 8, 2005.
99.2 Supplemental Information.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
AMERICAN RETIREMENT CORPORATION
By: /s/ Bryan D. Richardson
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Bryan D. Richardson
Executive Vice President - Finance
and Chief Financial Officer
Date: June 8, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated June 8, 2005.
99.2 Supplemental Information.
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