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):
                       March 6, 2006 (February 28, 2006)

                         AMERICAN RETIREMENT CORPORATION
- --------------------------------------------------------------------------------
               (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
       ----------------------------------------                -------------
       (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 February 28, 2006, we completed the acquisition, through two
newly-formed joint ventures, of four senior living communities from affiliates
of Cypress Senior Living, Inc. for an aggregate purchase price of $146,286,500
(subject to customary closing adjustments), plus transaction expenses. The
communities are located in Arlington, Dallas and Ft. Worth, Texas and Leawood,
Kansas.

     In order to consummate the acquisition, we assigned our rights in the
purchase agreement to two joint venture entities owned 20% by us and 80% by
affiliates of CNL Capital Investments Corp. Merrill Lynch Capital, a division of
Merrill Lynch Business Financial Services Inc., provided the joint ventures with
approximately $95.5 million of first mortgage financing for the acquisition,
which is evidenced by two credit and security agreements. The debt has a three
year term with two twelve month extension options and requires the payment of
interest only at a floating rate based upon one month LIBOR plus 2.10%. The
remainder of the purchase price was funded by proportional capital contributions
by the joint venturers.

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

     We will consolidate the operating results of the joint ventures during an
interim period until our venture partner completes its syndication of its equity
investment. Upon completion of the syndication, we expect to account for our
interest in the joint ventures under the equity method of accounting.


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 or accounting treatment 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 Cypress 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 risks associated with our debt and
lease obligations, and (v) the risk factors described in our Annual Report on
Form 10-K for the year ended December 31, 2005 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 March 6, 2006, 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 March 6, 2006





                                   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:  March 6, 2006





                                  EXHIBIT INDEX


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

        99.1        Press Release dated March 6, 2006

EX-99.1

                                                                    Exhibit 99.1

      American Retirement Corporation Closes Cypress Acquisition

    NASHVILLE, Tenn.--(BUSINESS WIRE)--March 6, 2006--American
Retirement Corporation (NYSE: ACR) ("ARC" or the "Company"), a leading
national provider of senior living housing and care, today announced
that it completed the acquisition, through newly-formed joint
ventures, of four senior living communities from affiliates of Cypress
Senior Living, Inc. for an aggregate purchase price of $146.3 million.
The communities are located in Arlington, Dallas and Ft. Worth, Texas
and Leawood, Kansas.
    The communities were acquired through two joint ventures, which
are owned 20% by the Company and 80% by an institutional real estate
investor. Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc., provided approximately $96 million of first
mortgage 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 entities. ARC will manage the portfolio pursuant to a
long-term management agreement.
    The portfolio is comprised of 896 independent living units, with
an average of 224 units per community. The four communities generated
total revenues of approximately $19 million for the year ended
December 31, 2005, with ending occupancy for the month of December of
approximately 86% for the portfolio.
    "We are excited about adding these high-quality communities into
our portfolio. These communities fit us extremely well. They are well
located in major metropolitan markets, add to our local market
critical mass in two key markets and, yet, we see a significant upside
potential," said Bill Sheriff, Chairman, President and CEO of the
Company. "We are also pleased to partner once again with Merrill Lynch
in this transaction. They continue to demonstrate a strong
understanding of the senior housing market and we look forward to
future transactions with them. 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
enhanced returns based on exceeding certain targets."
    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 80 senior living communities
in 19 states, with an aggregate unit capacity of approximately 15,200
units and resident capacity of approximately 16,900. The Company owns
31 communities (including 13 communities in joint ventures), leases 43
communities, and manages 6 communities pursuant to management
agreements.

    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 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 Cypress
portfolio into the Company's operations, (ii) the Company's ability to
successfully locate and consummate future transactions with Merrill
Lynch Capital, (iii) the risk that the Company will be unable to
improve its 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 the Company's debt and lease obligations,
and (vi) the risk factors described in the Company's Annual Report on
Form 10-K for the year ended December 31, 2005 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