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): August 5, 2005 (August 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))
Item 7.01. Regulation FD Disclosure
Furnished herewith as Exhibit 99.1 is certain unaudited financial
information for American Retirement Corporation for each of the quarters in the
fiscal years ended December 31, 2003 and December 31, 2004. The quarterly
financial information for fiscal 2003 and fiscal 2004 has been restated to
conform to the previously restated annual financial statements included in the
Company's Annual Report on Form 10-K/A for the fiscal year ended December 31,
2004, which was filed on June 10, 2005. See Note 2 to the Notes to Consolidated
Financial Statements included in the Company's Annual Report on Form 10-K/A for
the fiscal year ended December 31, 2004 for a discussion of the nature of the
restatement. Certain reclassifications have been made to the prior year amounts
to conform to the current year presentation.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
99.1 Unaudited Quarterly Financial 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: August 9, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Unaudited Quarterly Financial Information