<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
American Retirement Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Tennessee 62-1674303
- ---------------------------------------- -------------------------------
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027
- ---------------------------------------- -------------------------------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is effective registration of a class of debt
upon filing pursuant to General Instruction securities and is to become
A(c)(1) please check the following box. [ ] effective simultaneously with the
effectiveness of a concurrent
registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. [ ]
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
- -------------------------------- -------------------------------
Common Stock, par value $.01 New York Stock Exchange
- -------------------------------- -------------------------------
Securities to be registered pursuant to Section 12(g) of the Act: None
1
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the description of the
Registrant's Common Stock appearing under the caption "Description of Capital
Stock" at pages 66 through 69 in the Registrant's preliminary prospectus, dated
May 19, 1997, included in Amendment No. 3 to the Registrant's Registration
Statement on Form S-1 (No. 333-23197) (the "Registration Statement") as filed
with the Securities and Exchange Commission (the "SEC") on May 19, 1997, as
such description may be amended in any preliminary or final prospectus included
or deemed to be included in an amendment to the Registration Statement
subsequently filed with the SEC. The Registration Statement will be declared
effective concurrently with this Form 8-A.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
American Retirement Corporation
Date: May 22, 1997 /s/ George T. Hicks
------------------------------------
George T. Hicks
Executive Vice President -- Finance,
Chief Financial Officer, Treasurer
and Secretary
3
