-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QvJjr6dCpTecddH6F/DkvZPgc51UauyW/WYARnVGLdVMnV4xVxxHdcW16kr5qW0L 5yzkoBSNvVLUaoQfZgxOiQ== 0001157523-05-010366.txt : 20051121 0001157523-05-010366.hdr.sgml : 20051121 20051121170714 ACCESSION NUMBER: 0001157523-05-010366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051115 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051121 DATE AS OF CHANGE: 20051121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13031 FILM NUMBER: 051218746 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 8-K 1 a5025629.txt AMERICAN RETIREMENT CORPORATION, 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 November 21, 2005 (November 15, 2005) Date of report (Date of earliest event reported): 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 - -------------------------------------------------------------------------------- (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 1.02. Termination of a Material Definitive Agreement On November 15, 2005, the Compensation Committee of our Board of Directors adopted the American Retirement Corporation Officer's Incentive Compensation Plan. The plan, which will become effective as of January 1, 2006, will supercede our current Officer's Incentive Compensation Plan (although officers will be eligible to receive payment of awards earned under the current plan for the fiscal year ending December 31, 2005). The plan is intended to serve as our annual cash bonus plan for executive and other officers. The plan has three components (Part A, Part B and Part C), which provide for the payment of bonuses based upon each officer's satisfaction of individual performance objectives and the company's achievement of designated financial and operating targets. The Compensation Committee will periodically establish the quarterly and annual financial and operational targets for the company under the plan. Under Part A of the plan, officers receive bonuses based upon the extent to which they satisfy their personal performance objectives. Under Part B of the plan, bonuses are dependent not only upon the satisfaction of personal performance objectives, but also upon the company's achievement of quarterly financial and operating targets. Under Part C of the plan, bonuses are based only upon the company's achievement of annual financial and operating targets. The maximum potential bonuses payable to a participant in the plan (as a percentage of the participant's total earnings attributable to base salary for the respective quarterly or annual period) are set forth in the following table:
Incentive Pay Components - ------------------------------------------------------------------------------------------------------------------- Individual Company Annual Officer Title TOTAL ANNUAL Quarterly Quarterly Company POTENTIAL Performance Performance Performance Opportunity Opportunity Opportunity Part A Part B Part C - ------------------------------------ ------------------- -------------------- ------------------ ------------------ Vice President 60% 20% 30% 10% - ------------------------------------ ------------------- -------------------- ------------------ ------------------ Senior Vice President 80% 20% 30% 30% - ------------------------------------ ------------------- -------------------- ------------------ ------------------ Executive Vice President 100% 20% 20% 60% - ------------------------------------ ------------------- -------------------- ------------------ ------------------ Chief Financial Officer 120% 20% 20% 80% Chief Operating Officer Chief Executive Officer - -------------------------------------------------------------------------------------------------------------------
The company will accrue for bonuses under the plan as they are earned. Bonuses will be paid to officers no later than April 15 of the following year for amounts earned under the plan for the previous year. 2 On November 15, 2005, the Compensation Committee of our Board of Directors also approved changes to the compensation of the non-employee members of our Board of Directors. Pursuant to the Compensation Committee's action, effective as of January 1, 2006, each non-employee member of the Board of Directors will receive an annual cash retainer of $34,000, to be paid in quarterly installments. Each non-employee member of the Board of Directors will also be entitled to receive an annual cash retainer for service on each committee of the Board of Directors. Those members serving on the Executive Committee or Audit Committee will receive an annual committee retainer of $12,000. Those members serving on the Compensation Committee, Nominating and Corporate Governance Committee or Quality Assurance Committee will receive an annual committee retainer of $6,000. The chairs of the Executive Committee and Audit Committee will receive an additional annual cash retainer of $6,000 and the chairs of the Compensation Committee, Nominating and Corporate Governance Committee and Quality Assurance Committee will receive an additional annual cash retainer of $3,000. Effective as of January 1, 2006, members of the Board of Directors will no longer be entitled to receive fees for attending or participating telephonically in board and committee meetings. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers In order to fill the vacancy created by the April 2005 resignation of Christopher J. Coates, on November 15, 2005, our Board of Directors elected James R. Seward as a Class I director to serve until the 2006 annual meeting of shareholders and until his successor is duly elected and qualified. Mr. Seward has not been appointed to any committee of the Board as of the date of this Current Report on Form 8-K. Item 7.01. Regulation FD Disclosure On November 21, 2005, we issued a press release announcing the appointment of James R. Seward to our Board of Directors. 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 21, 2005 3 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 21, 2005 4 EXHIBIT INDEX Exhibit Number Description ------ ----------- 99.1 Press Release dated November 21, 2005 5 EX-99.1 2 a5025629ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 American Retirement Appoints New Board Member NASHVILLE, Tenn.--(BUSINESS WIRE)--Nov. 21, 2005--American Retirement Corporation (NYSE: ACR), a leading national provider of senior living housing and care, today announced the appointment to its Board of Directors of James R. Seward. Mr. Seward is currently a private investor consultant. Previously, Mr. Seward was Chief Executive Officer and President of SLH Corporation and Chief Financial Officer of Seafield Capital Corporation, both of which are publicly-traded investment holding companies. He has served on the boards of several public and private companies, including LabOne and Syntroleum Corporation, and is a Chartered Financial Analyst (CFA). "We are all delighted to have Jim join our board of directors. Jim's leadership experience, financial acumen and medical field knowledge will be an asset to the board and the company. As the company continues to grow, his insight and rich background in finance will be extremely valuable," said Bill Sheriff, Chairman, President and CEO. 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. Established in 1978, the Company believes that it is a leader in the management of senior living communities, including independent living communities, continuing care retirement communities, free-standing assisted living communities, and specialized care programs for residents with Alzheimer's and other forms of dementia. 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. CONTACT: American Retirement Corporation, Nashville Ross C. Roadman, 615-376-2412 -----END PRIVACY-ENHANCED MESSAGE-----