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):
                     December 29, 2005 (December 22, 2005)

                         AMERICAN RETIREMENT CORPORATION
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               (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 December 22, 2005, we obtained three loans from Guaranty Bank to
facilitate the expansion of our Brandywine, Pennsylvania entrance fee continuing
care retirement community. The aggregate principal amount of the loans is $25.8
million.

     First, we obtained a $9.4 million construction loan in order to finance the
development of 28 independent living units to be known as the Terrace Homes at
Brandywine, which will be integrated as part of the community's campus. The loan
matures on December 22, 2008. The loan bears interest, at our election, at a
variable rate equal to either LIBOR plus 2.75% or the lender's base rate plus
1.0%. Under this loan, we are required to make monthly payments of interest only
through the scheduled maturity date. The loan will primarily be repaid with the
proceeds from the sale of the entrance fee independent units. Accordingly, the
loan will be substantially retired as the units are sold.

     Second, we obtained an $11.4 million construction loan in order to finance
a 57-unit expansion of the healthcare center at the community. The loan matures
on December 22, 2008 and we have two one-year extension options (subject to the
satisfaction of certain conditions, including the payment of an extension fee).
The loan bears interest, at our election, at a variable rate equal to either
LIBOR plus 2.75% or the lender's base rate plus 1.0%. Under this loan, we are
required to make monthly payments of interest only through the scheduled
maturity date. If we exercise our extension options, we will also be required to
make monthly principal payments of $9,670.51 during the first extension period
and $10,369.59 during the second extension period.

     Finally, we obtained a $5.0 million term loan which replaces a $4.5 million
term loan repaid during March 2005. The loan matures on December 22, 2008 and we
have two one-year extension options (subject to the satisfaction of certain
conditions, including the payment of an extension fee). The loan bears interest,
at our election, at a variable rate equal to either LIBOR plus 2.5% or the
lender's base rate plus 1.0%. Under this loan, we are required to make monthly
payments of interest only through the scheduled maturity date. If we exercise
our extension options, we will also be required to make monthly principal
payments of $4,232.54 during the first extension period and $4,538.51 during the
second extension period.

     Each loan is evidenced by a loan agreement and promissory note and is
secured by a mortgage on a portion of the community, each of which contains
customary terms and provisions. We have guaranteed the payment and performance
of the loans.

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 and expansion projects, the repayment of loans and the projects'
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, expansion,
lease up and unit sales of the projects, (ii) the risk that we may experience
adverse changes in operating results and cash flow, (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 debt and lease
obligations, 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.

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     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 December 29, 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 December 29, 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:  December 29, 2005


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                                  EXHIBIT INDEX

     Exhibit
     Number                Description

        99.1               Press Release dated December 29, 2005


                                       5

EX-99.1

                                                                    Exhibit 99.1

                         American Retirement Corporation
                 Announces Expansion of Philadelphia Community


    NASHVILLE, Tenn.--(BUSINESS WIRE)--Dec. 29, 2005--American
Retirement Corporation (NYSE:ACR), a leading national provider of
senior living housing and care, announced that it has completed a
package of loans from Guaranty Bank to facilitate the expansion of its
Brandywine, Pennsylvania continuing care retirement community. The
aggregate principal amount of the loans is $25.8 million.
    The Company expects to begin construction of 28 additional
entrance fee independent living units, in two buildings, to be known
as the Terrace Homes at Brandywine in the first quarter. It obtained a
$9.4 million construction loan in order to finance construction and
expects to complete construction by the end of 2006. The loan will
primarily be repaid from entrance fees received as new residents move
in.
    An $11.4 million construction loan was also obtained in order to
finance an ongoing 57-unit expansion to the healthcare center that
will add upscale living units for 63 new assisted living residents and
reconfigure the healthcare center to enhance other service offerings
for dementia care and skilled nursing. The project started in July
2005 and is projected to be completed by July 2006. Additionally, a
$5.0 million term loan was obtained as a replacement for a prior loan.
    Freedom Village at Brandywine is an entrance fee continuing care
retirement community that includes 292 independent living units as
well as assisted living, Alzheimer's and skilled nursing units. The
community, which opened in 1998, is currently 95% occupied. Both
expansions are being built by Warfel Construction Company of
Lancaster, Pennsylvania.

    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

    This press release 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 the Company or its management, including, but not
limited to, all statements regarding the Company's expectations
concerning the development and expansion projects, the repayment of
loans and the projects' effect on the Company's financial performance.
All forward-looking statements may be affected by certain risks and
uncertainties, including without limitation the following: (i) the
Company's ability to successfully complete the development, expansion,
lease up, and unit sales of the projects, (ii) the risk that the
Company may experience adverse changes in operating results and cash
flow, (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 debt and lease obligations, 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.
    Should one or more of those risks materialize, actual results
could differ materially from those forecasted or expected. Although
the Company believes 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 press release 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 the Company or any other person that
the Company's forecasts, expectations, objectives or plans will be
achieved. The Company undertakes 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.



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