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As filed with the Securities and Exchange Commission on November 5, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN RETIREMENT CORPORATION
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(Exact name of registrant as specified in its charter)
TENNESSEE
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(State or other jurisdiction of incorporation or organization)
62-16474303
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(I.R.S. employer identification no.)
111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
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(Address of principal executive offices)
AMERICAN RETIREMENT CORPORATION
1997 STOCK INCENTIVE PLAN
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(Full title of the plan)
W. E. SHERIFF
111 WESTWOOD PLACE, SUITE 402
BRENTWOOD, TENNESSEE 37027
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(Name and address of agent for service)
(615) 221-2250
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM OFFERING MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE PRICE PER SHARE(*) AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE(*) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK 566,750 SHARES $14.9375 $8,465,829 $2,354
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* The offering price is estimated solely for the purpose of determining the
amount of the registration fee in accordance with Rule 457(c) under the
Securities Act and is based on the average of the high and low price per
share of the Registrant's Common Stock as reported on The New York Stock
Exchange on November 3, 1998.
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This Registration Statement is filed pursuant to General Instruction E of
Form S-8 for the purpose of registering additional shares of common stock, par
value $.01 per share (the "Common Stock"), of American Retirement Corporation, a
Tennessee corporation (the "Registrant"), issuable pursuant to the American
Retirement Corporation 1997 Stock Incentive Plan. The Registrant's previously
filed Registration Statement on Form S-8 (No. 333-28657), as filed with the
Securities and Exchange Commission (the "Commission") on June 6, 1997, is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Commission are hereby incorporated by reference:
(1) The Registrant's Prospectus Supplement, dated July 30, 1998,
and the accompanying Prospectus, dated July 9, 1998, filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, in connection with the
Registrant's Registration Statement on Form S-3 (Registration
No. 333-54015);
(2) The Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 1997, as filed with the Commission on
February 17, 1998;
(3) The Registrant's Quarterly Report on Form 10-Q/A for the
quarter ended September 30, 1997, as filed with the Commission
on February 17, 1998;
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998;
(5) The Registrant's Current Report on Form 8-K, dated May 29,
1998;
(6) The Registrant's Current Report on Form 8-K, dated July 28,
1998;
(7) The Registrant's Current Report on Form 8-K, dated July 30,
1998;
(8) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998; and
(9) The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, dated May 22, 1997,
including all amendments and reports filed for the purpose of
updating such description prior to the termination of the
offering of the Common Stock offered hereby.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date hereof and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that
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all securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. Any
statements contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or replaced for purposes hereof
to the extent that a statement contained herein (or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein) modifies or replaces such statement. Any statement so modified
or replaced shall not be deemed, except as so modified or replaced, to
constitute a part hereof.
Item 8. Exhibits
See Exhibit Index (Page II-5)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 5th day of
November, 1998.
AMERICAN RETIREMENT CORPORATION
By: /s/ W. E. Sheriff
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W. E. Sheriff
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints W. E. Sheriff and George T. Hicks, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place, and stead,
in any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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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<S> <C> <C>
/s/ W. E. Sheriff Chairman and Chief November 5, 1998
- --------------------------------------- Executive Officer (Principal
W. E. Sheriff Executive Officer)
/s/ George T. Hicks
- --------------------------------------- Executive Vice President - November 5, 1998
George T. Hicks Finance
Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ H. Lee Barfield II Director November 5, 1998
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H. Lee Barfield II
Director
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Jack O. Bovender, Jr.
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Signature Title Date
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<S> <C> <C>
/s/ Frank M. Bumstead Director November 5, 1998
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Frank M. Bumstead
/s/ Christopher J. Coates Director November 5, 1998
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Christopher J. Coates
/s/ Robin G. Costa Director November 5, 1998
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Robin G. Costa
/s/ Clarence Edmonds Director November 5, 1998
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Clarence Edmonds
/s/ John A. Morris, Jr., M.D. Director November 5, 1998
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John A. Morris, Jr., M.D.
/s/ Daniel K. O'Connell Director November 5, 1998
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Daniel K. O'Connell
/s/ Robert G. Roskamp Director November 5, 1998
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Robert G. Roskamp
Director
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Nadine C. Smith
Director
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Laurence J. Stuesser
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EXHIBIT INDEX
Exhibit
Number Description
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5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included on Page II-3)
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EXHIBIT 5
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
November 5, 1998
American Retirement Corporation
111 Westwood Place, Suite 402
Brentwood, Tennessee 37027
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1997 Stock Incentive Plan, as amended (the "Plan"), filed by you with the
Securities and Exchange Commission covering 566,750 additional shares of the
Company's common stock (the "Common Stock") issuable pursuant to the Plan. In so
acting, we have examined and relied upon such records, documents, 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 the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent 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 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
American Retirement Corporation:
We consent to incorporation by reference in the Registration Statement No.
333-28657 on Form S-8 of American Retirement Corporation of our report dated
February 11, 1998, except as to note 14, which is as of July 14, 1998, relating
to the consolidated balance sheet of American Retirement Corporation and
subsidiaries as of December 31, 1997 and the consolidated balance sheet of
American Retirement Communities, L.P. and its consolidated entities as of
December 31, 1996, and the related consolidated statements of operations,
changes in partners'/shareholders' equity, and cash flows for the year ended
December 31, 1997, for the year ended December 31, 1996 and for the period April
1, 1995 through December 31, 1995, and the related combined statements of
operations, changes in partners'/shareholders' equity, and cash flows of
American Retirement Corporation and combined entities for the period from
January 1, 1995 through March 31, 1995, which report appears in the Prospectus
Supplement dated July 30, 1998 filed in connection with Registration Statement
No. 333-54015 on Form S-3 of American Retirement Corporation.
Our report refers to a change in the presentation of the cost basis of
financial information for periods subsequent to a purchase business combination
effected on April 1, 1995.
KPMG Peat Marwick LLP
Nashville, Tennessee
November 3, 1998
