-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AV5zemtb2xfgGHCFr2FK6VaF5+OeZtIhs9CGhxf3Iuj8lTzRXSsiW5JVH0Fl0VSZ bN9Qysm8WI5R85VhigwUow== 0000950144-97-010307.txt : 19970925 0000950144-97-010307.hdr.sgml : 19970925 ACCESSION NUMBER: 0000950144-97-010307 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 3 333-34339 FILED AS OF DATE: 19970924 EFFECTIVENESS DATE: 19970924 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-36245 FILM NUMBER: 97684605 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 S-1MEF 1 AMERICAN RETIREMENT CORP. FORM S-1MEF 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- AMERICAN RETIREMENT CORPORATION (Exact Name of Registrant as Specified in Its Charter) TENNESSEE 8059 62-1674303 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number)
111 WESTWOOD PLACE, SUITE 402 BRENTWOOD, TENNESSEE 37027 (615) 221-2250 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) --------------------- W.E. SHERIFF CHAIRMAN AND CHIEF EXECUTIVE OFFICER 111 WESTWOOD PLACE, SUITE 402 BRENTWOOD, TENNESSEE 37027 (615) 221-2250 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) --------------------- COPIES OF COMMUNICATIONS TO: T. ANDREW SMITH JEFFREY S. LOWENTHAL BASS, BERRY & SIMS PLC STROOCK & STROOCK & LAVAN LLP FIRST AMERICAN CENTER 180 MAIDEN LANE NASHVILLE, TENNESSEE 37238 NEW YORK, NEW YORK 10038 (615) 742-6200 (212) 806-5400
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-34339. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ . If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- CALCULATION OF REGISTRATION FEE
======================================================================================================================= PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE - ----------------------------------------------------------------------------------------------------------------------- 5 3/4% Convertible Subordinated Debentures due 2002................ $23,000,000 100% $23,000,000 $6,970 =======================================================================================================================
(1) Includes $3,000,000 principal amount of Debentures that the Underwriter has the option to purchase from the Registrant to cover over-allotments, if any. (2) Estimated in accordance with Rule 457(i) solely for the purpose of calculating the registration fee. ================================================================================ 2 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The contents of the Registration Statement on Form S-1 filed by American Retirement Corporation (the "Company") with the Securities and Exchange Commission (Registration No. 333-34339) pursuant to the Securities Act of 1933, as amended, including certain exhibits thereto, are incorporated by reference into this Registration Statement. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Nashville, Tennessee on September 23, 1997. AMERICAN RETIREMENT CORPORATION By: /s/ W.E. SHERIFF ------------------------------------ W.E. Sheriff Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ W.E. SHERIFF Chairman and Chief September 23, 1997 - ----------------------------------------------------- Executive Officer W.E. Sheriff (Principal Executive Officer) /s/ GEORGE T. HICKS Executive Vice September 23, 1997 - ----------------------------------------------------- President -- Finance, George T. Hicks Chief Financial Officer (Principal Financial and Accounting Officer) * Director September 23, 1997 - ----------------------------------------------------- H. Lee Barfield II * Director September 23, 1997 - ----------------------------------------------------- Jack O. Bovender, Jr. * Director September 23, 1997 - ----------------------------------------------------- Frank M. Bumstead * Director September 23, 1997 - ----------------------------------------------------- Robin G. Costa * Director September 23, 1997 - ----------------------------------------------------- Clarence Edmonds * Director September 23, 1997 - ----------------------------------------------------- John A. Morris, Jr., M.D. * Director September 23, 1997 - ----------------------------------------------------- Daniel K. O'Connell * Director September 23, 1997 - ----------------------------------------------------- Nadine C. Smith * Director September 23, 1997 - ----------------------------------------------------- Lawrence J. Stuesser * /s/ GEORGE T. HICKS - ----------------------------------------------------- George T. Hicks, Attorney-in-Fact
II-2 4 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5 -- Opinion of Bass, Berry & Sims PLC 23.1 -- Consent of KPMG Peat Marwick LLP 23.2 -- Consent of Bass, Berry & Sims PLC (included in Exhibit 5) 24 -- Power of Attorney (Incorporated by reference to the Registrant's Registration Statement on Form S-1 (Registration No. 333-34339)).
- --------------- * All other exhibits are incorporated by reference to the Registrant's Registration Statement on Form S-1 (Registration No. 333-34339). EX-5 2 OPINION OF BASS,BERRY & SIMS PLC 1 B A S S, B E R R Y & S I M S P L C A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509 TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509 TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200 TELECOPIER (423) 521-6234 September 23, 1997 American Retirement Corporation 111 Westwood Place, Suite 402 Brentwood, Tennessee 37027 Re: Registration Statement on Form S-1 Ladies and Gentlemen: We have acted as your counsel in connection with your preparation of a Registration Statement on Form S-1 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission covering $23,000,000 principal amount of 5 3/4% Convertible Subordinated Debentures due 2002 (the "Debentures") of American Retirement Corporation (the "Company") to be sold by the Company to Schroder & Co. Inc., Equitable Securities Corporation and McDonald & Company Securities, Inc. (the "Underwriters") for public distribution pursuant to the Underwriting Agreement between the Company and the Underwriters incorporated by reference as an exhibit to the Registration Statement. Such $23,000,000 principal amount of Debentures includes $3,000,000 principal amount of Debentures that may be purchased by the Underwriters pursuant to the exercise of an option to cover over-allotments. In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing and such other matters as we have deemed relevant, we are of the opinion that the Debentures to be sold by the Company, when issued and delivered in the manner and on the terms described in the Registration Statement, will be validly issued and will constitute binding obligations of the Company, subject to (a) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies), regardless of whether considered in a proceeding at law or in equity. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims PLC EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.1 The Board Of Directors of American Retirement Corporation: The audits of American Retirement Communities, L.P. referred to in our report dated January 22, 1997, except for Note 16, which is as of June 4, 1997, included the related financial statement schedule for the year ended December 31, 1994, the three months ended March 31, 1995, the nine months ended December 31, 1995, and the year ended December 31, 1996, included in the registration statement. The financial statement schedule is the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic combined and consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. Our report dated January 22, 1997, except for Note 16, which is as of June 4, 1997, contains an explanatory paragraph which refers to a change in cost basis as a result of a purchase business combination. We consent to the use of our reports included herein on (1) American Retirement Communities L.P. and (2) Carriage Club of Charlotte, Limited Partnership and Carriage Club of Jacksonville, Limited Partnership and to the reference to our firm under the headings "Selected Combined and Consolidated Financial Data" and "Experts" in the prospectus. /s/ KPMG PEAT MARWICK LLP ------------------------ KPMG Peat Marwick LLP Nashville, Tennessee September 23, 1997 -----END PRIVACY-ENHANCED MESSAGE-----