UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 26, 2004
(September 8, 2004)
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))
Item 1.01. Entry into a Material Definitive Agreement
On September 8, 2004, we established the American Retirement Corporation
Deferred Compensation Plan. A copy of the plan is attached hereto and
incorporated herein by reference as Exhibit 10.1.
The plan allows a select group of management or highly compensated
employees of the company or certain of its affiliates to defer a portion of
their cash compensation. Participants electing to defer portions of their cash
compensation shall designate the portions that shall be deferred until a
separation from service (as defined in the plan) and the portions that shall be
deferred for a period of five (5) years from the time of the election (or until
a separation in service, if earlier). Amounts deferred for each participant are
credited with interest at the prime rate, plus one percent (1%) per annum, but
not less than six percent (6%) per annum nor greater than ten percent (10%) per
annum.
Payments from a participant's deferred compensation account (other than
certain hardship withdrawals) shall be made only upon a separation from service
or in accordance with a five-year election. In the event of a change in control
of the company (as defined in the plan), a participant or his or her beneficiary
shall immediately have the right to the balance of his or her deferred
compensation account.
Participants in the plan shall have the status of general unsecured
creditors of the company (or the applicable affiliates) and the plan constitutes
a mere promise by the company (or the applicable affiliates) to make benefit
payments in the future.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.1 American Retirement Corporation Deferred Compensation Plan
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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 and Chief
Financial Officer
Date: October 26, 2004
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EXHIBIT INDEX
Exhibit
Number Description
10.1 American Retirement Corporation Deferred Compensation Plan
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