8-K 1 a4881681.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): May 5, 2005 (May 5, 2005) AMERICAN RETIREMENT CORPORATION -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Tennessee 01-13031 62-1674303 ------------------ ----------------- -------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 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 2.02. Results of Operations and Financial Condition On May 5, 2005, American Retirement Corporation issued a press release announcing its first quarter 2005 earnings results and a review of conflicting accounting literature regarding classification of certain refundable entrance fee liabilities. A copy of the press release is furnished herewith as Exhibit 99.1. Supplemental information relating to American Retirement Corporation's first quarter 2005 results is furnished herewith as Exhibit 99.2. Item 7.01. Regulation FD Disclosure On May 5, 2005, American Retirement Corporation issued a press release announcing its first quarter 2005 earnings results and a review of conflicting accounting literature regarding classification of certain refundable entrance fee liabilities. A copy of the press release is furnished herewith as Exhibit 99.1. Supplemental information relating to American Retirement Corporation's first quarter 2005 results is furnished herewith as Exhibit 99.2. Item 9.01. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release dated May 5, 2005 99.2 Supplemental Information 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 and Chief Financial Officer Date: May 5, 2005 3 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release dated May 5, 2005 99.2 Supplemental Information 4