UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 19, 2006 (July 19, 2006)
AMERICAN RETIREMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Tennessee 01-13031 62-1674303
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
111 Westwood Place, Suite 200, Brentwood, TN 37027
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 221-2250
Not Applicable
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(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 8.01. Other Events.
In a press release dated July 19, 2006, American Retirement Corporation
("ARC") announced that at a special meeting of shareholders held on July 19,
2006 in Brentwood, Tennessee, ARC shareholders approved the Agreement and Plan
of Merger, dated as of May 12, 2006, by and among Brookdale Senior Living Inc.,
Beta Merger Sub Corporation, a direct wholly-owned subsidiary of Brookdale
Senior Living Inc., and ARC, pursuant to which Beta Merger Sub Corporation will
merge with and into ARC, with ARC becoming a wholly-owned subsidiary of
Brookdale Senior Living Inc. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits
99.1 Press Release dated July 19, 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
Date: July 19, 2006 By: /s/ Bryan D. Richardson
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Bryan D. Richardson
Executive Vice President - Finance and
Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated July 19, 2006