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): June 8, 2005 (June 6, 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
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              (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 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

     (a) As described in its press release dated June 8, 2005, the Company
intends to restate certain of its previously filed annual and quarterly
financial statements. A copy of the press release is attached to this Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.

     On June 6, 2005, the Company's management and the Audit Committee of its
Board of Directors determined that the Company would be required to restate its
previously issued consolidated financial statements for the fiscal years ended
December 31, 2004, 2003 and 2002 and for the quarterly periods for the fiscal
years ended December 31, 2004 and 2003. As a result, those financial statements
and the unaudited financial results included in the Company's press release on
May 5, 2005 or in its Form 8-K filed with the SEC on May 5, 2005 may no longer
be relied upon.

     The Company's management and the Audit Committee discussed with KPMG LLP,
the Company's independent registered public accounting firm, the matters
disclosed in this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits

     (c)  Exhibits.

            99.1         Press Release dated June 8, 2005




                                   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:  June 8, 2005




                                  EXHIBIT INDEX


     Exhibit
     Number                Description
     -------               -----------

     99.1                  Press Release dated June 8, 2005

EX-99.1

                                                                    Exhibit 99.1

      American Retirement Will Restate Its Financial Results to
                Reflect Changes in Accounting Guidance

    NASHVILLE, Tenn.--(BUSINESS WIRE)--June 8, 2005--American
Retirement Corporation (NYSE: ACR), a leading national provider of
senior living housing and care, announced today it will restate its
financial statements for 2002 through 2004. After consultation with
KPMG LLP and the staff of the SEC regarding new interpretations of
accounting guidance for entrance fee refunds, the Company concluded
that it should reclassify certain of its entrance fee refund
liabilities from long-term liabilities to current liabilities on its
balance sheet. In connection with the reclassification of those
entrance fee refund liabilities, the Company has determined to make
certain additional adjustments to its financial statements for these
periods. Each of these reclassifications and adjustments is discussed
in detail below and in the Form 10-K/A to be filed today.
    The Company does not believe that any of these items will have an
adverse effect upon the Company or its operations, or represents an
adverse change to the Company's financial condition or results of
operations. The reclassifications and adjustments will not impact the
Company's total cash flow in any period. The Company reduced its lease
expense and, correspondingly, decreased its net loss by $1.2 million
in 2004 and 2003, and $.4 million in 2002. Furthermore, none of these
items will result in a violation of any covenants or other provisions
of the Company's loans or leases.
    Commenting on the impact of the restatement, Chairman, President
and CEO Bill Sheriff said, "Although this new interpretation of the
application of generally accepted accounting principles requires our
restatement, it is frustrating that we find ourselves in a position
where the balance sheet presentation of entry fee accounts has to be
changed from what have been the long-standing practices of our
industry. All of these adjustments and reclassifications are highly
technical in nature and nearly all of them are not the result of the
discovery of new facts or information, but merely a change in the
accounting guidance we had previously received. None of these
adjustments or reclassifications reflects a change in the underlying
economics of the Company's business or our future prospects."

    Reclassification of Certain Entrance Fee Refund Liabilities

    The Company filed a Form 8-K with the Securities and Exchange
Commission on May 5, 2005, indicating that it was re-examining, among
other things, its accounting policies regarding the classification of
certain entrance fee refund obligations on its balance sheet.
Historically, the Company has recorded the refundable amount of
entrance fees on its balance sheet as a long-term liability in
accordance with prevailing and long-standing industry practice and
industry-specific accounting guidance and literature.
    The Company's entrance fee agreements may be terminated by
residents upon thirty days' notice. In addition, many of these
agreements require the Company to refund a portion of the original
entrance fee amount within a specified number of days (less than one
year) after the agreement is terminated. Because of these provisions,
KPMG LLP, the Company's independent registered public accounting firm,
recently questioned whether certain of these refund obligations should
be considered "callable" under SFAS No. 78, Classification of
Obligations That Are Callable by the Creditor, and therefore whether
they should be classified as a current liability. After consultation
with KPMG LLP and the staff of the SEC, the Company has determined
that SFAS No. 78 is the controlling accounting literature and,
accordingly, has restated its balance sheet to reclassify certain
entrance fee refund liabilities from long-term liabilities to current
liabilities. For 2004, approximately $113 million was reclassified to
current liabilities.

    Other Changes

    In connection with its review of the classification of entrance
fee refund liabilities, the Company initiated a review of certain of
its other accounting policies as required by KPMG under KPMG's
standard review procedures. As a result of that review, the Company
has determined to make the following additional reclassifications and
adjustments:
    (1) The Company adjusted its lease expense for 2002, 2003 and
2004. The Company recognizes rental expense on operating leases using
straight-line lease accounting, which averages its lease payments over
the base term of the lease, including certain lease escalators. These
adjustments relate to accounting for certain prepaid rent and certain
lease escalation provisions and are due to a reexamination of existing
leases and the application of complex accounting rules. The net impact
of these adjustments is a reduction to lease expense for 2002, 2003
and 2004, of approximately $.4 million, $1.2 million and $1.2 million,
respectively.
    (2) The Company reclassified certain tenant deposits (consisting
of security deposits, wait list and other deposits) from long-term
liabilities to current liabilities on its balance sheet. This
reclassification is consistent with the treatment of entrance fee
refund obligations as current liabilities. For 2004, approximately $5
million of tenant deposits was reclassified to current liabilities.
    (3) The Company reclassified its gain or loss on sale of assets to
be a component of operating income or loss, rather than a component of
other income or expense on the Company's Consolidated Statement of
Operations. This reclassification has no effect on net income or net
loss for any period.
    (4) The Company reclassified certain entrance fee and accrued
interest items between the operating and financing sections of its
Statement of Cash Flows. The refundable portion of proceeds from
entrance fee sales and all payments of refunds on entrance fee
terminations are now shown as a component of cash provided/used by
financing activities, instead of cash provided by operating
activities. In addition, the accrual of deferred interest on the
Company's mezzanine loan (which was repaid during 2004) is shown as a
component of cash provided by operating activities instead of cash
provided/used by financing activities, and certain net amounts in the
investing section are now shown as gross amounts. These
reclassifications have no impact on total net cash provided or used in
any period.
    On June 6, 2005, after concluding discussions with the SEC and
KPMG LLP, the Company's management and the Audit Committee of its
Board of Directors determined that the Company would be required to
make the restatements described above. Accordingly, the management of
the Company and the Audit Committee determined that the Company would
restate its previously issued consolidated financial statements for
the fiscal years ended December 31, 2004, 2003 and 2002 and for the
quarterly periods for the fiscal years ended December 31, 2004 and
2003. As a result, those financial statements and the unaudited
financial results included in the Company's press release on May 5,
2005 or in its Form 8-K filed with the SEC on May 5, 2005 may no
longer be relied upon.

    Filings

    The Company will file today an amendment on Form 10-K/A to its
Annual Report on Form 10-K for the fiscal year ended December 31, 2004
(originally filed with the SEC on March 4, 2005) and a Quarterly
Report on Form 10-Q for its first quarter of 2005. A separate press
release will also be issued describing the highlights of the
comparison of the estimates filed on May 5, 2005 and today's Form 10-Q
filing. Finally, a Form 8-K/A will be filed correcting the Company's
previous Form 8-K filing on May 5, 2005.

    Company Profile

    American Retirement Corporation is a national senior living and
health care services provider offering a broad range of care and
services to seniors, including independent living, assisted living,
skilled nursing and Alzheimer's care. Established in 1978, the company
believes that it is a leader in the operation and management of senior
living communities, including independent living communities,
continuing care retirement communities, Free-standing AL's, and the
development of specialized care programs for residents with
Alzheimer's and other forms of dementia. The Company's operating
philosophy is to enhance the lives of seniors by striving to provide
the highest quality of care and services in well-operated communities
designed to improve and protect the quality of life, independence,
personal freedom, privacy, spirit, and dignity of its residents. The
Company currently operates 67 senior living communities in 14 states,
with an aggregate unit capacity of approximately 13,300 units and
resident capacity of approximately 14,900. The Company owns 17
communities, leases 44 communities, and manages six communities
pursuant to management agreements. Approximately 84% of the company's
revenues come from private pay sources.

    Risks of Forward-Looking Statements

    Statements contained in this press release and statements made by
or on behalf of American Retirement Corporation relating hereto may be
deemed to constitute forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Those forward-looking statements include all statements that
are not historical statements of fact and those regarding the intent,
belief, estimates or expectations of the Company or its management,
including, without limitation, all statements regarding the Company's
future operating and financial expectations and the Company's
expectations of the consequences of the restatements. These
forward-looking statements may be affected by certain risks and
uncertainties, including without limitation, the risk factors
described in the Company's Annual Report on Form 10-K/A for the year
ended December 31, 2004 under the caption "Risk Factors" and in the
Company's other filings with the SEC. In light of the significant
uncertainties inherent in the forward-looking statements included
herein, the Company's actual results could differ materially from such
forward-looking statements. The Company does not undertake any
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.

    CONTACT: American Retirement Corporation
             Ross C. Roadman, 615-376-2412