UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
American Retirement Corporation
Name of Issuer
Common Stock
Title of Class of Securities
028913-10-1
CUSIP Number
December 31, 2003
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amend-
ment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 (Act) or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 028913-10-1
1 Name of reporting person
SS. or IRS Identification No. of above person
The Southern Fiduciary Group Inc.
FEIN 58-1418392
2 Check the appropriate box if a member of a group
(a)
(b)
3 SEC Use Only
4 Citizenship or place of organization
Reporting Person is a corporation organized under
Tennessee laws.
Principal office of Reporting Person is in Nashville,
Tennessee.
Number of shares beneficially owned by each reporting person
with
5 Sole Voting Power 676,291
6 Shared Voting Power 0
7 Sole Dispositive Power 1,816,213
8 Shared Dispositive Power 0
9 Aggregate amount beneficially owned by each reporting person
1,816,213
10 Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11 Percent of Class Represented by Amount in Row 9
9.23%
12 Type of Reporting Person IA
Item 1(a) Name of Issuer:
AMERICAN RETIREMENT CORP.
Item 1(b) Address of Issuer's Principal Executive
Offices:
111 Westwood Place
Brentwood, Tennessee 37027
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Item 2(a) Name of Person Filing:
The Southern Fiduciary Group Inc.
Item 2(b) Address of Principal Business Office or, if
None, Residence:
2325 Crestmoor Road, Suite 202
Nashville, Tennessee 37215
Item 2(c) Citizenship:
Reporting Person is a corporation
organized under Tennessee laws.
Principal office of Reporting Person
is in Nashville, Tennessee."
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number
028913-10-1
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under
Section 15 of the Act,(15 U.S.C 78o)
(b) [ ] Bank as defined in Section 3(a) (6) of the
Act, (15 U.S.C. 78c)
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act, (15 U.S.C 78c).
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act of
1940 (15 U.S.C 80A-8).
(e) [X ] An investment adviser in accordance with
240.,13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund
in accordance with Pension Fund which
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is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund, 240.13d-
1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person
in accordance with 240,13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in
Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded form the
definition of an investment company under
section 3c(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
240.13d-1(b)(1)(ii)(J).
Item 4 Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned: 1,816,213
(b) Percent of class: 9.23%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 676,291
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
1,816,213
(iv) Shared power to dispose or to direct the disposition
of
0
Item 5 Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
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the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that
effect should be included in response to this item and, if such
interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company
Act of 1940 or the beneficiaries of an employee benefit plan,
pension fund or endowment fund is not required.
The Southern Fiduciary Group is an Investment Adviser
registered under the Investment Advisers Act of 1940.
In its capacity it represents clients who have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the foregoing
securities. No single client has an interest of more than
five percent of the foregoing securities.
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Inapplicable
Item 8 Identification and Classification of Members of the
Group.
Inapplicable
Item 9 Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer or such securities and were not acquired in
connection with or as a participant in any transaction
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having such purpose or effect.
This schedule is being filed with respect to beneficial
ownership as of December 31, 2003.
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.
Ernest Williams III, President
February 4, 2004
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