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 9, 2005 (November 3, 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 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 November 3, 2005, a joint venture entity owned 20% by us and 80% by
Denver Lowry Senior Housing, LLC, an affiliate of CNL Capital Corp., entered
into a $25.5 million construction loan with GMAC Commercial Mortgage Bank in
order to finance the development of a rental continuing care retirement
community in Denver, Colorado. The total development cost of the project is
estimated to be approximately $38.0 million. The remainder of the development
cost will be funded by proportional capital contributions to the joint venture
entity from us and the CNL affiliate. We will act as the developer of the
project and will manage the community pursuant to a long-term management
agreement. We also agreed to provide an operating deficits guaranty for the
benefit of GMAC, under which we may be required to fund certain of the joint
venture's operating deficits. In the event that we are required to fund any such
operating deficits, the amounts so funded will be treated as advances by us to
the joint venture and will be required to be repaid prior to any other
distributions being made to the members of the joint venture.

     The loan from GMAC to the joint venture is evidenced by a loan agreement
and a promissory note, and is secured by a first mortgage lien. The loan matures
on December 1, 2008, and the joint venture has two one-year extension options.
The outstanding principal balance of the loan will bear interest at a variable
rate equal to LIBOR plus 2.75%. The joint venture will be required to make
monthly payments of interest only through the scheduled maturity date. If the
joint venture exercises its extension options, it will also be required to make
monthly principal payments (based upon a 25 year amortization schedule) during
the extension period(s).

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
development of the project and the project's 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 complete the development of the project and integrate the community
into our operations, (ii) the risk that the joint venture entity will incur
operating deficits which we will be required to fund, (iii) the risk that we
will be unable to improve our 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
associated with our significant debt and lease obligations, and (vi) 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
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 9, 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 9, 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: November 9, 2005







                                  EXHIBIT INDEX


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

      99.1             Press Release dated November 9, 2005

EX-99.1

                                                                    Exhibit 99.1

   American Retirement Corporation Signs Joint Venture Agreement to
                       Develop Denver Community

    NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 9, 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 entered into an agreement with Denver Lowry Senior
Housing, LLC, an affiliate of an institutional real estate investor,
to jointly fund the development of a rental Continuing Care Retirement
Community in Denver. The community, The Heritage Club of Lowry, will
have 134 independent living units, 31 assisted living units, and 60
skilled nursing beds.
    The joint venture entity will be owned 20% by ARC and 80% by
Denver Lowry Senior Housing, LLC. The total development cost of the
project is estimated to be approximately $38 million and GMAC
Commercial Mortgage Corporation has agreed to provide $25.5 million of
debt financing for the project. The remainder of the development cost
will be funded by proportional capital contributions from the members
of the joint venture entity. ARC will act as the developer of the
project and manage the community pursuant to a long-term management
agreement.
    "This community will be a strong addition to our current network
of seven senior housing communities in the Denver area," said Bill
Sheriff, Chairman, President and CEO of the Company. "Denver is an
extremely attractive market with strong demographics and
socio-economic composition. This is a great location with good
visibility and several active adult communities nearby."
    Mr. Sheriff added, "We are developing this project using a joint
venture structure with low leverage. The joint venture structure
allows us to limit our cash investment and to reduce risk to our
financial statements. By combining the economic streams of development
fees, management fees and the minority interest of partial ownership,
we feel the structure will provide a strong return on capital to our
shareholders. We expect to begin construction this month."
    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 development of the project and the project's effect on
the Company's financial performance. These forward-looking statements
may be affected by certain risks and uncertainties, including without
limitation the following: (i) our ability to successfully complete the
development of the project and integrate the community into our
operations, (ii) the risk that the joint venture entity will incur
operating deficits which we will be required to fund, (iii) the risk
that we will be unable to improve our 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 associated with our significant debt
and lease obligations, and (vi) 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. 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