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): July 13, 2005 (July 7, 2005)

                         AMERICAN RETIREMENT CORPORATION
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               (Exact Name of Registrant as Specified in Charter)

           Tennessee                 01-13031                  62-1674303
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 (State or Other Jurisdiction      (Commission              (I.R.S. Employer
       of Incorporation)           File Number)            Identification No.)


          111 Westwood Place, Suite 200
              Brentwood, Tennessee                                 37027
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    (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 1.01. Entry into a Material Definitive Agreement

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant

     On July 7, 2005, we acquired all of the real property interests underlying
Freedom Plaza Care Center (FPCC), a 128-bed skilled nursing and 44-unit assisted
living center in Peoria, Arizona for $20.3 million. We previously operated FPCC
pursuant to a long-term operating lease with Maybrook Realty, which was 50%
owned by W.E. Sheriff, our chairman, chief executive officer and president. We
consummated the acquisition pursuant to an option under the lease, which
provided for a fixed purchase price of $20.3 million. We also contemporaneously
acquired the third-party ground lessor's interest in the property, including an
adjacent parcel of land, for a purchase price of $3.1 million. The total
purchase price for these two transactions was $23.4 million, which was supported
by a fair market value appraisal. We paid the purchase price with $4.7 million
of cash and the proceeds of an $18.7 million mortgage loan obtained from Bank of
America, N.A. The loan is evidenced by a loan agreement and two promissory notes
and is secured by the community. The $18.7 million mortgage loan matures on July
1, 2010, and requires principal payments to be made on an 18-year amortization
schedule. Half of the outstanding principal balance of the loan will bear
interest at a fixed rate of 6.61% and the other half of the outstanding
principal balance will bear interest at a variable rate calculated, at our
election, at either the prime rate plus 1% or the eurodollar fixed rate plus
2.375% (or a combination thereof).

     As a result of these transactions, we simultaneously acquired the real
estate interests of both Maybrook and the ground lessor in FPCC and,
consequently, own 100% of the community. On July 7, 2005, we also entered into a
$4.5 million construction loan administration agreement (and related promissory
note) with Bank of America, N.A. in order to finance a 21 assisted living unit
and 20 dementia bed expansion of the community. The $4.5 million loan matures on
July 1, 2010, requires quarterly principal payments beginning April 1, 2008, and
bears interest at a variable rate calculated, at our election, at either the
prime rate plus 1% or the eurodollar fixed rate plus 2.375% (or a combination
thereof).


Item 7.01. Regulation FD Disclosure

     On July 7, 2005, we issued a press release describing the foregoing
transactions. A copy of the press release is furnished herewith as Exhibit 99.1.


Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

           99.1    Press Release dated June 7, 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: July 13, 2005









                                  EXHIBIT INDEX


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

    99.1             Press Release dated June 7, 2005

EX-99.1

                                                                    Exhibit 99.1

     American Retirement Corporation Acquires Phoenix Community

    NASHVILLE, Tenn.--(BUSINESS WIRE)--July 7, 2005--American
Retirement Corporation (NYSE:ACR), a leading national provider of
senior housing and care, today announced that it has completed its
previously announced $23.4 million purchase from Maybrook Realty of a
senior living community located in Phoenix, Arizona, which the Company
had previously leased. The community includes 128 skilled nursing
beds, 44 assisted living units and subleased space to a home health
agency. The community is adjacent to Freedom Plaza Peoria, a 352-unit
entrance-fee independent living community also operated by the
Company.
    The purchase includes excess land, a portion of which will
accommodate an expansion currently in process of 21 assisted living
units and the development of a state-of-the-art Alzheimer's unit with
20 beds. The $18.7 million in debt financing for the purchase and
expansion was provided by Bank of America with an initial blended
interest rate of 6.3%. The Company expects that the transaction will
be accretive to GAAP income by approximately $500,000 and to cash flow
by approximately $1.1 million before principal amortization.

    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 operations and management of
senior living communities, including independent living communities,
continuing care retirement communities, free-standing assisted living
communities, 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. The Company is publicly traded on
the New York Stock Exchange.

    Safe Harbor Statement

    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 information made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements include all statements that
are not historical statements of fact and those regarding the intent,
belief or expectations of the Company or its management, including,
without limitation, all statements regarding the Company's
expectations for the future financial performance of the acquired
community and its effect on the Company's income. These
forward-looking statements may be affected by certain risks and
uncertainties, including without limitation the following: (i) the
risk associated with the Company's significant leverage, (ii) the
Company's ability to maintain or increase occupancy at the Company's
communities, including expansions (iii) the risk that the Company will
be unable to improve the results of operations, increase cash flow and
reduce expenses, (iv) the risks associated with adverse market
conditions of the senior housing industry and the United States
economy in general, (v) the risk that the Company is unable to obtain
liability insurance in the future or that the costs thereof (including
deductibles) will be prohibitive, (vi) the Company's ability to obtain
new financing or extend and/or modify existing debt and (vii) 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