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):
                      November 3, 2005 (November 2, 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

         On November 2, 2005, we completed our acquisition, through a
newly-formed joint venture, of eight senior living communities from an affiliate
of Epoch Senior Living, Inc. The communities are located in Arizona (2),
Colorado, Georgia, Kansas, Minnesota, Nevada and Texas.

         In order to consummate the acquisition, we assigned our rights in the
purchase agreement to a joint venture entity owned 20% by us and 80% by a senior
housing affiliate of Prudential Real Estate Investors, the real estate
investment management business of Prudential Financial. The joint venture
acquired the communities for a purchase price of $138,000,000 (subject to
customary closing adjustments) plus customary transaction expenses. In addition,
the joint venture assumed certain operating obligations of the communities at
closing. Merrill Lynch Capital, a division of Merrill Lynch Business Financial
Services Inc., provided $85 million of five-year term debt financing to the
joint venture to fund a portion of the purchase price, with the remainder of the
purchase price funded by proportional capital contributions from us and the
affiliate of Prudential Real Estate Investors. The debt bears interest at one
month LIBOR plus 2% and requires payments of interest only.

         At closing, we also entered into a long-term management agreement
pursuant to which we agreed to manage the communities.

Risks Associated with Forward-Looking Statements
- ------------------------------------------------

         This Current Report on Form 8-K contains certain forward-looking
statements within the meaning of the federal securities laws, which are intended
to be covered by the safe harbors created thereby. Those forward-looking
statements include all statements that are not historical statements of fact and
those regarding the intent, belief or expectations of us or our management,
including, but not limited to, all statements regarding our expectations
concerning the future financial performance of the acquired communities and
their effect on our financial performance. All forward-looking statements may be
affected by certain risks and uncertainties, including without limitation the
following: (i) our ability to successfully integrate the Epoch portfolio into
our operations, (ii) the risk that we will be unable to improve our results of
operations, increase cash flow and reduce expenses, (iii) the risks associated
with adverse market conditions of the senior housing industry and the United
States economy in general, (iv) the risk associated with our significant
leverage, and (v) the risk factors described in our Annual Report on Form 10-K/A
for the year ended December 31, 2004 under the caption "Risk Factors" and in our
other filings with the SEC.
         Should one or more of those risks materialize, actual results could
differ materially from those forecasted or expected. Although we believe that
the assumptions underlying the forward-looking statements contained herein are
reasonable, any of these assumptions could prove to be inaccurate, and
therefore, there can be no assurance that the forward-looking statements
included in this Form 8-K will prove to be accurate. In light of the significant


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uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by us
or any other person that our forecasts, expectations, objectives or plans will
be achieved. We undertake no 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.

Item 7.01.      Regulation FD Disclosure

         On November 3, 2005, we issued a press release describing the foregoing
transaction. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01.      Financial Statements and Exhibits

     (d)  Exhibits.

                99.1       Press Release dated November 3, 2005


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                                   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:  November 3, 2005


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                                  EXHIBIT INDEX


Exhibit
Number                Description
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   99.1               Press Release dated November 3, 2005


                                       5

EX-99.1

                                                                    Exhibit 99.1

                    American Retirement Corporation Completes
                   Acquisition of 8 Senior Living Communities


     NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 3, 2005--American Retirement
Corporation (NYSE: ACR) ("ARC" or the "Company"), a leading national provider of
senior living housing and care, today announced that it has completed the
acquisition, through a newly-formed joint venture, of eight senior living
communities from an affiliate of Epoch Senior Living, Inc. ("Epoch") for an
aggregate purchase price of $138 million plus customary transaction expenses.
The acquisition adds 831 units in 8 communities that are located in Arizona (2),
Colorado, Georgia, Kansas, Minnesota, Nevada, and Texas.
     The portfolio was acquired by a joint venture entity owned 20% by ARC and
80% by a senior housing affiliate of Prudential Real Estate Investors, the real
estate investment management business of Prudential Financial. Merrill Lynch
Capital, a division of Merrill Lynch Business Financial Services Inc., provided
$85 million of debt financing for the transaction. The debt has a five year term
and requires the payment of interest only at a floating rate based upon LIBOR.
The remainder of the purchase price was funded by proportional capital
contributions from the members of the joint venture entity. ARC will manage the
portfolio pursuant to a long-term management agreement.
     The portfolio is comprised of 742 assisted living units and 89 Alzheimer's
units. The eight communities generated annualized total revenues of
approximately $29 million for the nine months ended September 30, 2005 with
ending occupancy for the month of October of approximately 93% for the
portfolio.
     "These communities fit us very well - located in major metropolitan
markets, targeting upper-end private pay consumers, operated similarly to our
current portfolio, at an acquisition price below replacement cost and, yet, with
a significant upside potential," said Bill Sheriff, Chairman, President and CEO
of the Company.
     Mr. Sheriff added, "We acquired this portfolio using a joint venture
structure with low leverage. The joint venture structure allows us to
judiciously use our cash resources and to maximize our shareholders' value by
obtaining a strong return through our management fee and minority interest,
which includes a provision for additional returns for excelling. We are pleased
to partner with Prudential Real Estate Investors, which has been investing in
the senior housing market for 10 years. We are also pleased to have completed
our first transaction with Merrill Lynch Capital. We look forward to future
collaborations with both parties. ARC expects the transaction will be slightly
accretive in 2005 with additional accretion in 2006."
     The Company will file a Form 8-K with the SEC which provides further
information concerning the transaction.

     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
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 76
senior living communities in 19 states, with an aggregate unit capacity of
approximately 14,300 units and resident capacity of approximately 16,000. The
Company owns 27 communities (including 9 communities in joint ventures), leases
43 communities, and manages 6 communities pursuant to management agreements.
Approximately 83% of the Company's revenues come from private pay sources.

     Safe Harbor Statement

     Statements contained in this press release and statements made by or on
behalf of ARC 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 concerning the future financial performance of the acquired
communities and their effect on the Company's financial performance and all
statements regarding future collaborations with Prudential Real Estate Investors
and Merrill Lynch Capital. These forward-looking statements may be affected by
certain risks and uncertainties, including without limitation the following: (i)
the Company's ability to successfully integrate the Epoch portfolio into the
Company's operations, (ii) the risk that the Company will be unable to improve
its results of operations, increase cash flow and reduce expenses, (iii) the
risks associated with adverse market conditions of the senior housing industry
and the United States economy in general, (iv) the risk associated with the
Company's significant leverage, and (v) 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