UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934
(Amendment No. 1)
____________American Retirement Corporation__________
-----------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
--------------------------------------
(Title of Class of Securities)
________028913-10-1_______
--------------------------
(CUSIP Number)
_____________December 31, 2001____________
------------------------------------------
Date of Event Which Requires Filing of this Statement
Check the appropriate box to
designate the rule
pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b) /X/Rule 13d-1(c) / / Rule 13d-1(d)
2
(1) Name of Reporting Person.
LB/HRC Bond Investors LLC
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 262,5001
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 262,5001
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
262,5001
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 1.5%
(12) Type of Reporting Person OO
3
(1) Name of Reporting Persons.
LB/HRC Bond Investors II LLC
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 657,6671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 657,6671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
657,6671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 3.7%
(12) Type of Reporting Person OO
4
(1) Name of Reporting Persons.
LB Bond Investors LLC
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 262,5001
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 262,5001
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
262,5001
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 1.5%
(12) Type of Reporting Person OO
5
(1) Name of Reporting Persons.
LB Bond Investors II LLC
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 657,6671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 657,6671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
657,6671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 3.7%
(12) Type of Reporting Person OO
6
(1) Name of Reporting Persons.
PAMI LLC
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 920,1671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 920,1671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
920,1671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 5.1%
(12) Type of Reporting Person OO
7
(1) Name of Reporting Persons.
Property Asset Management Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 920,1671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 920,1671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
920,1671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 5.1%
(12) Type of Reporting Person CO
8
(1) Name of Reporting Persons.
Lehman ALI Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 920,1671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 920,1671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
920,1671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 5.1%
(12) Type of Reporting Person CO
9
(1) Name of Reporting Persons.
Lehman Brothers Holdings Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) /X/
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power 920,1671
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power 920,1671
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
920,1671
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 5.1%
(12) Type of Reporting Person CO
10
(1) Name of Reporting Persons.
Lehman Brothers Inc.
(2) Check the Appropriate Box if a Member of a Group
(a) / /
(b) / /
(3) SEC Use Only
(4) Citizenship or Place of Organization
Delaware
Number of Shares (5) Sole Voting Power -0-
Beneficially
Owned by Each (6) Shared Voting Power -0-
Reporting
Person With (7) Sole Dispositive Power -0-
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
(10) Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
/ /
(11) Percent of Class Represented by Amount in Row (9) 0.0%
(12) Type of Reporting Person BD
11
Background
This statement on Schedule 13G/A amends the statement on Schedule 13G filed by
the reporting persons on January 22, 2001 (the "Original 13G").
During 2000, (i) LB/HRC Bond Investors LLC, a joint venture between HRC Bond
Investors LLC (an Oregon limited liability company) ("HRC Bond Investors LLC")
and LB Bond Investors LLC, and (ii) LB/HRC Bond Investors II LLC, a joint
venture between HRC Bond Investors LLC and LB Bond Investors II LLC, purchased
convertible subordinated debentures of the issuer, American Retirement
Corporation (the "ACR Bonds").
The Filing Persons disclaim the existence of a group pursuant to Rule 13d-5 with
HRC Bond Investors LLC, and any or all of its members: Daniel R. Baty, William
E. Colson, Norman L. Brenden, Patrick F. Kennedy, Thilo D. Best and Holiday
Retirement Corp., an Oregon corporation (collectively, with HRC Bond Investors
LLC, the "HRC Investors"). -------------
On January 11, 2001 Holiday Retirement Corp. purchased shares of Common Stock of
the Issuer that would, if the HRC Investors and the Filing Persons were deemed
to be a group, result in the deemed beneficial ownership by such group of more
than 5% of the Common Stock of the Issuer.
On January 30, 2001, LB/HRC Bond Investors II LLC purchased an additional
$2,660,000 of 5 3/4% convertible subordinated debentures due 2002 with a
conversion price of $24.00 per share, convertible into 110,833 shares of the
Issuer's Common Stock.
During 2001, Lehman Brothers Inc. sold all the 5 3/4% convertible subordinated
debentures due 2002 of which it reported beneficial ownership on the Original
13G. As a result, the Filing Persons have determined that Lehman Brothers Inc.,
a Filing Person with respect to the Original 13G is no longer a beneficial owner
of securities of the Issuer and is not, and would not be deemed to be, a member
of the group identified in the Original 13G pursuant to Rule 13d-5.
The information in this filing with respect to the HRC Investors is, to the best
of the Filing Persons' knowledge, accurate. On January 23, 2001, the HRC
Investors filed a Schedule 13G with respect to their ownership of securities of
the Issuer and reference is made to the more detailed information contained
therein, and in any amendments to such Schedules that may be filed in the
future.
Item 1.
(a) NAME OF ISSUER: American Retirement Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
111 Westwood Place, Suite 200
Brentwood, TN 37027
Item 2.
(a, b, c) NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF
PERSONS FILING (the "Filing Persons"):
The principal place of business of all of the filing persons is: c/o
Lehman Brothers Holdings Inc., 399 Park Avenue, New York, NY 10022:
(i) LB/HRC Bond Investors LLC, a Delaware limited liability
company.
12
(ii) LB/HRC Bond Investors II LLC, a Delaware limited liability
company.
(iii) LB Bond Investors I LLC, a Delaware limited liability company.
(iv) LB Bond Investors II LLC, a Delaware limited liability company.
(v) PAMI LLC, a Delaware limited liability company.
(vi) Property Asset Management Inc., a Delaware corporation.
(vii) Lehman ALI Inc., a Delaware corporation.
(viii) Lehman Brothers Holdings Inc., a Delaware corporation.
(ix) Lehman Brother Inc., a Delaware corporation.
(d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share
("Common Stock")
(e) CUSIP NUMBER: 028913-10-1
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b),
OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
Item 4. OWNERSHIP:
See responses to Items 5, 6, 7, 8, 9, and 11 of the Cover
Pages. Note that shares of the Issuer's Common Stock are
obtainable upon conversion of convertible bonds held by LB/HRC
Bond Investors LLC and LB/HRC Bond Investors II LLC.
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY:
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See Exhibit A.
Item 9. NOTICES OF DISSOLUTION OF GROUP:
Not Applicable
13
Item 10. CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having the purpose or effect.
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.
Dated: February 8, 2002
LB/HRC Bond Investors LLC
By: /s/ Barrett S. DiPaolo
---------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB/HRC Bond Investors II LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors II LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
14
PAMI LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Property Asset Management Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Vice President
Lehman Brothers Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Vice President
15
Exhibit A
IDENTIFICATION OF MEMBERS OF THE GROUP
LB/HRC Bond Investors LLC
LB/HRC Bond Investors II LLC
LB Bond Investors LLC
LB Bond Investors II LLC
PAMI, LLC
Property Asset Management Inc.
Lehman ALI Inc.
Lehman Brothers Holding Inc.
HRC Bond Investors LLC
Daniel R. Baty, a U.S. citizen
William E. Colson, a U.S. citizen
Norman L. Brenden, a U.S. citizen
Patrick F. Kennedy, a U.S. citizen
Thilo D. Best, a U.S. citizen
Holiday Retirement Corp., an Oregon corporation
The above entities (the "Entities") may be deemed to be a group pursuant to Rule
13d-5, although such status as a group is disclaimed by the Filing Persons.
LB Bond Investors LLC has a 90% membership interest in LB/HRC Bond Investors
LLC, is its managing member, and has the exclusive right to make all investment
decisions on its behalf. The remaining 10% membership interest is held by HRC
Bond Investors LLC.
LB Bond Investors II LLC has a 90% membership interest in LB/HRC Bond Investors
II LLC, is its managing member, and has the exclusive right to make all
investment decisions on its behalf. The remaining 10% membership interest is
held by HRC Bond Investors LLC.
Both LB Bond Investors LLC and LB Bond Investors II LLC are wholly owned by PAMI
LLC.
PAMI LLC is wholly owned by Property Asset Management Inc.; Property Asset
Management Inc. is 99.75% owned by Lehman ALI Inc, and Lehman ALI Inc. is wholly
owned by Lehman Brothers Holdings Inc., a publicly held corporation.
Lehman Brothers Inc., which had been identified in the Original 13G as an entity
that may be deemed to be a member of the group, has been determined by the
Filing Persons not to be a beneficial owner of shares of Common Stock of the
Issuer, and not to be a member of any deemed group.
To the best of the Filing Persons' knowledge, the control of HRC Bond Investors
is as follows: Daniel R. Baty has a 50% membership interest in HRC Bond
Investors LLC, is the managing member, and has the exclusive right to make all
investment decisions on its behalf. The remaining membership interests in HRC
Bond Investors LLC are held as follows: William E. Colson (5%); Norman L.
Brenden (5%); Patrick F. Kennedy (2.5%); Thilo D. Best (4%); and Holiday
Retirement Corp. (33.5%). More detail as to the ownership of securities of the
Issuer by the HRC Investors can be found in a Schedule 13G filing by such
persons made on January 23, 2001.
To the best of the Filing Persons' knowledge, in addition to any beneficial
ownership interest that the HRC Investors, or any of them, may have in the ACR
Bonds (and the shares of Common Stock obtainable upon conversion thereof) owned
of record by LB/HRC Bond Investors LLC and LB/HRC Bond Investors II LLC, the
members of the HRC Investors are beneficial owners of shares of Common Stock of
the Issuer as follows: Daniel R. Baty, 2000 shares; William E. Colson, 137,500
shares, and Holiday Retirement Corp., 151,100 shares. More detail as to
ownership of securities of the Issuer by the HRC Investors can be found in a
Schedule 13G filing by such persons made on January 23, 2001.
16
In the event that the Entities were deemed to be a group pursuant to Rule 13d-5
(such status is disclaimed by the Filing Persons), upon conversion of all of the
ACR Bonds held by LB/HRC Bond Investors LLC and LB/HRC Bond Investors II LLC,
the Entities would collectively own 1,210,767 shares of Common Stock,
constituting 6.7% of the Common Stock.
17
EXHIBIT B - JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G filed
herewith (and any amendments thereto) is being filed jointly with the Securities
and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, on behalf of each such person.
Dated: February 8, 2002
LB/HRC Bond Investors LLC
By: /s/ Barrett S. DiPaolo
---------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB/HRC Bond Investors II LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
LB Bond Investors II LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
18
PAMI LLC
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Property Asset Management Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman ALI Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Authorized Signatory
Lehman Brothers Holdings Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Vice President
Lehman Brothers Inc.
By: /s/ Barrett S. DiPaolo
-------------------------------
Name: Barrett DiPaolo
Title: Vice President
--------
1 This represents $6,300,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $15,784,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $6,300,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $15,784,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $22,084,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $22,084,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $22,084,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.
1 This represents $22,084,000 worth of 53/4% convertible subordinated
debentures due 2002 with a conversion price of $24.00 per share.