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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1674303
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(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a If this Form relates to the
class of debt securities and is effective upon registration of a class of debt
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. [ ]
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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
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% Convertible Subordinated New York Stock Exchange
Debentures due 2004
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Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant incorporates by reference herein the description of the
Registrant's __% Convertible Subordinated Debentures due 2004 (the "Debentures")
appearing under the caption "Description of Debentures" at pages 73 through 79
in the Registrant's preliminary prospectus, dated September 8, 1997, as filed
with the Securities and Exchange Commission (the "SEC") on September 8, 1997, as
such description may be amended in any preliminary or final prospectus included
or deemed to be included in an amendment to the Registrant's Registration
Statement on Form S-1 (No. 333-34339) (the "Registration Statement")
subsequently filed with the SEC. The Registration Statement will be effective
concurrently with this Form 8-A.
ITEM 2. EXHIBITS.
1. Form of Indenture, between the Registrant and IBJ Schroder Bank and
Trust Company as Trustee, relating to the Debentures (incorporated by reference
to Exhibit 4.3 to the Registrant's Registration Statement on Form S-1,
Registration No. 333-34339).
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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: September 8, 1997 /s/ George T. Hicks
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George T. Hicks
Executive Vice President -- Finance
and Chief Financial Officer
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