-----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, LNxIgTnxqBeGROpP8lxoQq+yhiPuDWhgTUvRaKphT4t7UkMqHDLrNCIg1Dx08GKW +13CnnwIWe8kKrn0Od1qOg== 0001157523-06-005898.txt : 20060607 0001157523-06-005898.hdr.sgml : 20060607 20060607105045 ACCESSION NUMBER: 0001157523-06-005898 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060606 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060607 DATE AS OF CHANGE: 20060607 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: 06890774 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 8-K 1 a5164555.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 Date of report (Date of earliest event reported): June 6, 2006 (June 6, 2006) 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) |X| 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 7.01. Regulation FD Disclosure On June 6, 2006, American Retirement Corporation issued a press release announcing the record date and meeting date of a special meeting of shareholders to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 12, 2006, by and among Brookdale Senior Living, Inc., Beta Merger Sub Corporation, and the Company, as the merger agreement may be amended from time to time. A copy of the press release is furnished herewith as Exhibit 99.1. On May 26, 2006, the Company and Brookdale filed notification and report forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. If the Company and Brookdale do not receive a request for additional information, the waiting period will expire on June 26, 2006, if not terminated earlier. Item 9.01. Financial Statements and Exhibits (d) Exhibits. 99.1 Press Release dated June 6, 2006 2 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: June 6, 2006 3 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 99.1 Press Release dated June 6, 2006 4 EX-99.1 2 a5164555ex99_1.txt EXHIBIT 99.1 Exhibit 99.1 American Retirement Corporation Announces Date of Special Meeting of Shareholders NASHVILLE, Tenn.--(BUSINESS WIRE)--June 6, 2006--American Retirement Corporation (NYSE: ACR) announced today that the Company will hold a special meeting of its shareholders on July 19, 2006 to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of May 12, 2006, by and among Brookdale Senior Living, Inc., Beta Merger Sub Corporation and the Company, as the merger agreement may be amended from time to time. Shareholders of record as of June 15, 2006 will be entitled to vote at the meeting. The meeting will be held at 10:00 a.m. at the Company's corporate offices located at 111 Westwood Place, Suite 200, Brentwood, Tennessee 37027. 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 82 senior living communities in 19 states, with an aggregate unit capacity of approximately 15,350 units and resident capacity of approximately 17,100. Additional information about the Merger The Company will file a proxy statement with the Securities and Exchange Commission ("SEC") in connection with the proposed Merger. The Company's shareholders and investors are urged to carefully read the proxy statement regarding the Merger and any other relevant materials in their entirety when they become available because they will contain important information about the Merger. Shareholders and investors may obtain free copies of these documents (when they are available) at the SEC's website at www.sec.gov. Shareholders and investors may also obtain free copies of the documents the Company files with the SEC by going to the "Investors Welcome" section of the Company's website at www.arclp.com. The Company and its directors and officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders with respect to the Merger. Information about the Company's directors and executive officers and their ownership of the Company's common stock is set forth in the proxy statement for the Company's 2006 Annual Meeting of Shareholders, which was filed with the SEC on April 17, 2006. Shareholders and investors may obtain additional information regarding the interests of the Company and its directors and executive officers in the Merger by reading the proxy statement and other relevant documents regarding Merger, which will be filed with the SEC. CONTACT: American Retirement Corporation Ross C. Roadman, 615-376-2412 www.arclp.com -----END PRIVACY-ENHANCED MESSAGE-----