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): January 20, 2006 (January 19, 2006)
AMERICAN RETIREMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Tennessee
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01-13031
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62-1674303 |
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| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification No.) |
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| 111 Westwood Place, Suite 200
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| Brentwood, Tennessee
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37027 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On January 19, 2006, we entered into an Underwriting Agreement with Jefferies & Company, Inc.
in connection with a public offering of 3,000,000 shares of our common stock, pursuant to an
effective shelf registration statement on Form S-3 (File No. 333-116410) previously filed with the
Securities and Exchange Commission. Pursuant to the terms of the Underwriting Agreement, we have
granted the underwriter a 30-day option to purchase up to 450,000 additional shares to cover
over-allotments, if any. A copy of the Underwriting Agreement is attached hereto and incorporated
herein by reference as Exhibit 1.1.
This Current Report on Form 8-K is being incorporated by reference into the registration
statement on Form S-3 (File No. 333-116410) referenced above.
Item 7.01. Regulation FD Disclosure
On
January 20, 2006, we issued a press release announcing the pricing of a public offering of
3,000,000 shares of our common stock. A copy of the press release is furnished herewith as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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1.1 |
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Underwriting Agreement, dated January 19, 2006, between American
Retirement Corporation and Jefferies & Company, Inc. |
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5.1 |
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Opinion of Bass, Berry & Sims PLC |
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23.1 |
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Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) |
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23.2 |
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Consent of KPMG LLP |
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99.1 |
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Press
Release dated January 20, 2006 |
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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.
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AMERICAN RETIREMENT CORPORATION
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By: |
/s/ Bryan D. Richardson
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Bryan D. Richardson |
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Executive Vice President - Finance and
Chief Financial Officer |
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Date: January 20, 2006
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