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):
September 20, 2005 (September 14, 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
On September 14, 2005, we entered into a 15-year management agreement with
American Seniors Foundation ("ASF") to manage its recently acquired Bradford
Village community. Bradford Village, formerly known as Oklahoma Christian
Retirement Community, is an entry-fee community that serves middle income
seniors in Edmond, Oklahoma, 15 miles north of Oklahoma City. The campus
consists of 78 cottage homes, 44 assisted living units, 10 memory care units and
102 skilled nursing beds, for a total of 234 units/beds.
We facilitated ASF's $9 million acquisition by providing a $6 million, 4.5
year senior mortgage loan bearing interest at one month LIBOR plus 4%, and a
$4.5 million, 15-year junior mortgage loan bearing interest at 12.5%. The
unfunded balance of the junior loan (approximately $1.0 million) will be funded
as and if needed for additional working capital and capital expenditures at the
community. We anticipate funding a portion of this interim financing by securing
an approximate $6 million loan by pledging our senior mortgage loan to a
commercial lender. It is ASF's intention to replace the interim financing with
permanent tax-exempt financing at the appropriate time.
On September 20, 2005, we issued a press release describing the foregoing
transaction. A copy of the press release is furnished herewith as Exhibit 99.1.
Risks Associated with Forward-Looking Statements
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This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the federal securities laws, which are intended to be
covered by the safe harbors created thereby. Those forward-looking statements
include all statements that are not historical statements of fact and those
regarding the intent, belief or expectations of us or our management, including,
but not limited to, all statements regarding our expectations regarding the rate
of return to be earned on the loans, all statements regarding our plans to
secure additional financing, all statements regarding anticipated capital
expenditures and operational and financial improvements at the community and all
statements regarding ASF's anticipated tax-exempt refinancing of the loans. All
forward-looking statements may be affected by certain risks and uncertainties,
including without limitation the following: (i) our ability to successfully
integrate the community into our operations and to improve the operational
results of the community, (ii) our ability to obtain additional financing on
satisfactory terms, (iii) the ability of ASF to repay amounts due under the
loans and/or to obtain replacement financing on satisfactory terms, (iv) the
risks associated with adverse market conditions of the senior housing industry
and the United States economy in general, (v) the risk associated with our
significant leverage, and (vi) the risk factors described in our Annual Report
on Form 10-K/A for the year ended December 31, 2004 under the caption "Risk
Factors" and in our other filings with the SEC.
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Should one or more of those risks materialize, actual results could differ
materially from those forecasted or expected. Although we believe that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of these assumptions could prove to be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this Form 8-K will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by us
or any other person that our forecasts, expectations, objectives or plans will
be achieved. We undertake no obligation to publicly release any revisions to any
forward-looking statements contained herein to reflect events and circumstances
occurring after the date hereof or to reflect the occurrence of unanticipated
events.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release dated September 20, 2005
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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: September 20, 2005
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated September 20, 2005
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