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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN RETIREMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C> <C>
TENNESSEE 8059 62-1674303
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
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111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
(615) 221-2250
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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W.E. SHERIFF
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
(615) 221-2250
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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COPIES OF COMMUNICATIONS TO:
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<C> <C>
T. ANDREW SMITH JEFFREY S. LOWENTHAL
BASS, BERRY & SIMS PLC STROOCK & STROOCK & LAVAN LLP
FIRST AMERICAN CENTER 180 MAIDEN LANE
NASHVILLE, TENNESSEE 37238 NEW YORK, NEW YORK 10038
(615) 742-6200 (212) 806-5400
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-34339.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________ .
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
5 3/4% Convertible Subordinated
Debentures due 2002................ $23,000,000 100% $23,000,000 $6,970
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(1) Includes $3,000,000 principal amount of Debentures that the Underwriter has
the option to purchase from the Registrant to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(i) solely for the purpose of
calculating the registration fee.
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<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form S-1 filed by
American Retirement Corporation (the "Company") with the Securities and
Exchange Commission (Registration No. 333-34339) pursuant to the Securities Act
of 1933, as amended, including certain exhibits thereto, are incorporated by
reference into this Registration Statement.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Nashville, Tennessee on September 23,
1997.
AMERICAN RETIREMENT CORPORATION
By: /s/ W.E. SHERIFF
------------------------------------
W.E. Sheriff
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ W.E. SHERIFF Chairman and Chief September 23, 1997
- ----------------------------------------------------- Executive Officer
W.E. Sheriff (Principal Executive
Officer)
/s/ GEORGE T. HICKS Executive Vice September 23, 1997
- ----------------------------------------------------- President -- Finance,
George T. Hicks Chief Financial Officer
(Principal Financial
and Accounting Officer)
* Director September 23, 1997
- -----------------------------------------------------
H. Lee Barfield II
* Director September 23, 1997
- -----------------------------------------------------
Jack O. Bovender, Jr.
* Director September 23, 1997
- -----------------------------------------------------
Frank M. Bumstead
* Director September 23, 1997
- -----------------------------------------------------
Robin G. Costa
* Director September 23, 1997
- -----------------------------------------------------
Clarence Edmonds
* Director September 23, 1997
- -----------------------------------------------------
John A. Morris, Jr., M.D.
* Director September 23, 1997
- -----------------------------------------------------
Daniel K. O'Connell
* Director September 23, 1997
- -----------------------------------------------------
Nadine C. Smith
* Director September 23, 1997
- -----------------------------------------------------
Lawrence J. Stuesser
* /s/ GEORGE T. HICKS
- -----------------------------------------------------
George T. Hicks, Attorney-in-Fact
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II-2
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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5 -- Opinion of Bass, Berry & Sims PLC
23.1 -- Consent of KPMG Peat Marwick LLP
23.2 -- Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 -- Power of Attorney (Incorporated by reference to the
Registrant's Registration Statement on Form S-1
(Registration No. 333-34339)).
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* All other exhibits are incorporated by reference to the Registrant's
Registration Statement on Form S-1 (Registration No. 333-34339).
<PAGE> 1
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
September 23, 1997
American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-1 (the "Registration Statement") to be filed
by you with the Securities and Exchange Commission covering $23,000,000
principal amount of 5 3/4% Convertible Subordinated Debentures due 2002 (the
"Debentures") of American Retirement Corporation (the "Company") to be sold by
the Company to Schroder & Co. Inc., Equitable Securities Corporation and
McDonald & Company Securities, Inc. (the "Underwriters") for public
distribution pursuant to the Underwriting Agreement between the Company and the
Underwriters incorporated by reference as an exhibit to the Registration
Statement. Such $23,000,000 principal amount of Debentures includes $3,000,000
principal amount of Debentures that may be purchased by the Underwriters
pursuant to the exercise of an option to cover over-allotments.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original documents
of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the Debentures to be sold by the Company,
when issued and delivered in the manner and on the terms described in the
Registration Statement, will be validly issued and will constitute binding
obligations of the Company, subject to (a) the effect of bankruptcy,
insolvency, reorganization, arrangement, moratorium, fraudulent conveyance,
fraudulent transfer and other similar laws relating to or affecting the rights
of creditors and (b) general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance, injunctive relief and
other equitable remedies), regardless of whether considered in a proceeding at
law or in equity.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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EXHIBIT 23.1
The Board Of Directors of
American Retirement Corporation:
The audits of American Retirement Communities, L.P. referred to in our report
dated January 22, 1997, except for Note 16, which is as of June 4, 1997,
included the related financial statement schedule for the year ended December
31, 1994, the three months ended March 31, 1995, the nine months ended December
31, 1995, and the year ended December 31, 1996, included in the registration
statement. The financial statement schedule is the responsibility of the
Partnership's management. Our responsibility is to express an opinion on the
financial statement schedule based on our audits. In our opinion, such
financial statement schedule, when considered in relation to the basic combined
and consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein. Our report dated January
22, 1997, except for Note 16, which is as of June 4, 1997, contains an
explanatory paragraph which refers to a change in cost basis as a result of a
purchase business combination.
We consent to the use of our reports included herein on (1) American Retirement
Communities L.P. and (2) Carriage Club of Charlotte, Limited Partnership and
Carriage Club of Jacksonville, Limited Partnership and to the reference to our
firm under the headings "Selected Combined and Consolidated Financial Data" and
"Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
Nashville, Tennessee
September 23, 1997
