8-K 1 a4871461.txt AMERICAN RETIREMENT CORP. 8-K 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): April 25, 2005 (April 19, 2005) AMERICAN RETIREMENT CORPORATION -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Tennessee 01-13031 62-1674303 ----------------------------- ---------------- ------------------------ (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 111 Westwood Place, Suite 200 Brentwood, Tennessee 37027 --------------------------------------------------- ---------------------- (Address of Principal Executive Offices) (Zip Code) (615) 221-2250 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------------------------------------------------------------------------- (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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On April 19, 2005, Christopher J. Coates resigned as a member of the Board of Directors of American Retirement Corporation (including in his capacity as a member of the Company's Quality Assurance Committee) in order to explore other business opportunities. Mr. Coates did not resign because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The vacancy on the Board of Directors resulting from the resignation of Mr. Coates will be filled at a later date. 2 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 -------------------------------------- Bryan D. Richardson Executive Vice President - Finance and Chief Financial Officer Date: April 22, 2005 3