-----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, Elfj8WDbK1syTzh/FTPvcmb1Ah34elZtAEat8wz79lBrzeK1iXvLtXvfO/moZR/7 gAW99hB8Bp995b/ISfl8xA== 0000950144-02-008964.txt : 20020815 0000950144-02-008964.hdr.sgml : 20020815 20020815160207 ACCESSION NUMBER: 0000950144-02-008964 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53347 FILM NUMBER: 02739945 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 SC TO-I/A 1 g77797sasctoviza.txt AMERICAN RETIREMENT CORPORATION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 --------------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d) (l) OR 13(e) (l) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) --------------------- AMERICAN RETIREMENT CORPORATION (Name of Subject Company (Issuer) ) AMERICAN RETIREMENT CORPORATION (ISSUER) (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person) 5 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002 (Title of Class of Securities) 028913 AA 9 --------------------- (CUSIP Number of Class of Securities) W.E. SHERIFF CHIEF EXECUTIVE OFFICER AMERICAN RETIREMENT CORPORATION 111 WESTWOOD PLACE, SUITE 200 BRENTWOOD, TENNESSEE 37027 (615) 221-2250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) COPY TO: T. ANDREW SMITH BASS, BERRY & SIMS PLC 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TENNESSEE 37238 (615) 742-6200 CALCULATION OF FILING FEE TRANSACTION VALUATION* AMOUNT OF FILING FEE ---------------------- -------------------- $126,000,000 $11,592 * Estimated for purposes of calculating the amount of the filing fee only. The amount of the filing fee, calculated in accordance with Rule 0-ll(b)(2) of the Securities Exchange Act of 1934, as amended, equals .000092 of the book value of the 5 3/4% Convertible Subordinated Debentures Due 2002 proposed to be acquired by American Retirement Corporation. |X| Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $11,592 Filing Party: American Retirement Corporation Form or Registration No.: Schedule TO Date Filed: August 14, 2002 SEC File No. 005-53347 | | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: | | third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. | | going-private transaction subject to Rule 13e-3. | | amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: | | AMENDMENT NO. 1 TO SCHEDULE TO This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO ("Schedule TO") filed on August 14, 2002 by American Retirement Corporation, a Tennessee corporation ("ARC"), pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with its offer to exchange a combination of its 5 3/4% Series A Senior Subordinated Notes Due 2002 and its 10% Series B Senior Subordinated Notes Due 2009 (collectively, the "New Notes") and warrants to purchase shares of its common stock ("Warrants") for up to $126.0 million aggregate principal amount of its outstanding 5 3/4% Convertible Subordinated Debentures Due 2002 (the "Old Convertible Debentures") upon the terms and subject to the conditions set forth in the Offering Memorandum, dated August 14, 2002 (the "Offering Memorandum"), and in the related Letter of Transmittal, filed as Exhibits (a)(l)(A) and (a)(l)(B) to the Schedule TO, respectively. ITEM 12. EXHIBITS. (a) (1) (A) Offering Memorandum, dated August 14, 2002.* (a) (1) (B) Letter of Transmittal.* (a) (1) (C) Notice of Guaranteed Delivery.* (a) (1) (D) Form of Letter to Clients. (a) (1) (E) Form of Letter to Registered Holders and Depository Trust Company Participants.* (a) (2) None. (a) (3) None. (a) (4) None. (a) (5) Press Release, issued by American Retirement Corporation on August 14, 2002 * (b) Not applicable. (d)(1) Indenture, dated as of September 29, 1997, between ARC and IBJ Schroder Bank and Trust Company, relating to the Old Convertible Debentures (incorporated by reference to ARC's Registration Statement on Form S-1 filed with the Commission on September 23, 1997). (d)(2) Form of Indenture between ARC and U.S. Bank National Association relating to the 5 3/4% Series A Senior Subordinated Notes Due 2002* (d)(3) Form of Indenture between ARC and U.S. Bank National Association relating to the 10% Series B Senior Subordinated Notes Due 2009* (d)(4) Form of Warrant Agreement between ARC and U.S. Bank National Association.* (g) Not applicable. (h) Not applicable. - ------------------ * Previously filed. SIGNATURE After due 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. AMERICAN RETIREMENT CORPORATION By: /s/ George T. Hicks ----------------------------------- Name: George T. Hicks Title: Executive Vice President - Finance, Chief Financial Officer, Treasurer and Secretary Dated: August 15, 2002 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------------------------ ---------------------------------------------------------------------------------- (a) (1) (A) Offering Memorandum, dated August 14, 2002.* (a) (1) (B) Letter of Transmittal.* (a) (1) (C) Notice of Guaranteed Delivery.* (a) (1) (D) Form of Letter to Clients. (a) (1) (E) Form of Letter to Registered Holders and Depository Trust Company Participants.* (a) (5) Press Release, issued by American Retirement Corporation on August 14, 2002 * (d)(1) Indenture, dated as of September 29, 1997, between ARC and IBJ Schroder Bank and Trust Company, relating to the Old Convertible Debentures (incorporated by reference to ARC's Registration Statement on Form S-1 and filed with the Commission on September 23, 1997). (d)(2) Form of Indenture between ARC and U.S. Bank National Association relating to the 5 3/4% Series A Senior Subordinated Notes Due 2002* (d)(3) Form of Indenture between ARC and U.S. Bank National Association relating to the 10% Series B Senior Subordinated Notes Due 2009* (d)(4) Form of Warrant Agreement between ARC and U.S. Bank National Association.*
- --------------- * Previously filed. EX-99.A.1.D 3 g77797saexv99waw1wd.txt FORM OF LETTER TO CLIENT Exhibit(a)(1)(D) AMERICAN RETIREMENT CORPORATION LETTER TO CLIENTS TO TENDER OUTSTANDING 5 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002 IN EXCHANGE FOR 5 3/4% SERIES A SENIOR SUBORDINATED NOTES DUE 2002, 10% SERIES B SENIOR SUBORDINATED NOTES DUE 2009 AND WARRANTS TO PURCHASE COMMON STOCK THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON THURSDAY, SEPTEMBER 12, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). DEBENTURES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., EASTERN TIME, ON THE EXPIRATION DATE. To Our Clients: We have enclosed herewith an Offering Memorandum, dated August 14, 2002, of American Retirement Corporation, a Tennessee corporation (the "Company"), and a related Letter of Transmittal, which together constitute the Company's offer (the "Exchange Offer") to exchange its 5 3/4% Series A Senior Subordinated Notes Due September 30, 2002 ("Series A Notes"), 10% Series B Senior Subordinated Notes Due September 30, 2009 ("Series B Notes") and warrants (the "Warrants") to purchase shares of the Company's common stock, par value $.01 per share ("Common Stock"), at an exercise price equal to $3.50 per share and with an expiration date of September 30, 2009, for its outstanding 5 3/4% Convertible Subordinated Debentures Due 2002 (the "Old Convertible Debentures"), upon the terms and subject to the conditions set forth in the Exchange Offer. Each holder of Old Convertible Debentures that participates in the Exchange Offer will receive, for each $1,000 principal amount of and accrued interest on Old Convertible Debentures properly tendered and not withdrawn, $839 principal amount of Series A Notes, $190 principal amount of Series B Notes and 13 Warrants, each to purchase one share of Common Stock. The Company will accept for exchange all Old Convertible Debentures tendered up to a maximum aggregate principal amount of $126.0 million. If more than $126.0 million of the Old Convertible Debentures is submitted under the Exchange Offer, the Company will select the Old Convertible Debentures to be exchanged pro rata, disregarding fractions, according to the aggregate principal amount of Old Convertible Debentures tendered by each holder of Old Convertible Debentures. Any Old Convertible Debentures tendered by you but not selected shall remain outstanding upon completion of the Exchange Offer and shall be returned to you, or in the case of Old Convertible Debentures tendered by book entry transfer, will be credited to your account at the Depository Trust Company, in either case at the sole expense of the Company. The Exchange Offer is subject to the conditions set forth in the Offering Memorandum in the section captioned "The Exchange Offer -- Conditions to the Exchange Offer." We are the holder of record of Old Convertible Debentures held by us for your account. A tender of such Old Convertible Debentures can be made only by us as the record holder and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Convertible Debentures held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Convertible Debentures held by us for your account pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may, on your behalf, make the representations and warranties contained in the Letter of Transmittal. Very truly yours, PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE. 2 INSTRUCTION TO REGISTERED HOLDER AND/OR BOOK-ENTRY TRANSFER PARTICIPANT To Registered Holder and/or Participant in the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Offering Memorandum, dated August 14, 2002 (the "Offering Memorandum"), of American Retirement Corporation, a Tennessee corporation (the "Company"), and the accompanying Letter of Transmittal (the "Letter of Transmittal"), that together constitute the Company's offer (the "Exchange Offer") to exchange its 5 3/4% Series A Senior Subordinated Notes Due September 30, 2002, 10% Series B Senior Subordinated Notes Due September 30, 2009 and warrants to purchase shares of the Company's common stock, par value $.01 per share, at an exercise price equal to $3.50 per share and with an expiration date of September 30, 2009, for its outstanding 5 3/4% Convertible Subordinated Debentures Due 2002 (the "Old Convertible Debentures"). This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Convertible Debentures held by you for the account of the undersigned. The aggregate face amount of the Old Convertible Debentures held by you for the account of the undersigned is (FILL IN AMOUNT): $__________ of the 5 3/4% Convertible Subordinated Debentures Due 2002 With respect to the Exchange Offer, the undersigned hereby instructs you (CHECK APPROPRIATE BOX): [ ] To TENDER the following Old Convertible Debentures held by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF OLD CONVERTIBLE DEBENTURES TO BE TENDERED) (IF ANY): $__________ of the 5 3/4% Convertible Subordinated Debentures Due 2002 [ ] NOT to TENDER any Old Convertible Debentures held by you for the account of the undersigned. 3 SIGN HERE Name of beneficial owner(s): --------------------------------------------------- Signature(s) Name(s): ---------------------------------------------------------------------- ---------------------------------------------------------------------- (Please Print) Address: ----------------------------------------------------------------------- Telephone number: -------------------------------------------------------------- Taxpayer Identification or Social Security Number: ----------------------------- Date: ----------------------------------------------- 4 -----END PRIVACY-ENHANCED MESSAGE-----