UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): September 28, 2005
(September 22, 2005)
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 (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
111 Westwood Place, Suite 200
Brentwood, Tennessee 37027
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(Address of Principal Executive Offices) (Zip Code)
(615) 221-2250
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(Registrant's Telephone Number, Including Area Code)
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)
|_| 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 1.01. Entry into a Material Definitive Agreement
On September 22, 2005, after consideration of presentations and
recommendations of management and independent compensation consultants, and such
other matters and information as deemed appropriate, the Compensation Committee
of our Board of Directors awarded shares of performance-based restricted stock
to our named executive officers pursuant to the American Retirement Corporation
1997 Stock Incentive Plan (the "Plan"), as follows:
Number of
Shares of
Restricted
Name Title Stock
---- ----- -----
W. E. Sheriff Chairman, Chief Executive Officer 40,000
and President
Gregory B. Richard Executive Vice President and 18,000
Chief Operating Officer
Bryan D. Richardson Executive Vice President and 18,000
Chief Financial Officer
H. Todd Kaestner Executive Vice President - 15,000
Corporate Development
George T. Hicks Executive Vice President - 15,000
Finance and Internal Audit,
Secretary and Treasurer
In addition to the foregoing awards, the Compensation Committee also
awarded an aggregate of 171,000 shares of such performance-based restricted
stock to our other officers.
The shares of restricted stock awarded by the Compensation Committee were
granted on September 22, 2005 and will vest in three installments on March 31,
2006, March 31, 2007 and March 31, 2008, subject to each officer's continued
employment and the company achieving targeted growth for the fiscal years ending
December 31, 2005, 2006 and 2007 (as established by the Compensation Committee)
in (i) same community net operating income, (ii) adjusted earnings before
interest, taxes, depreciation, amortization and rent, and (iii) cash earnings.
Notwithstanding the foregoing, the shares of restricted stock will become fully
vested upon the occurrence of a change in control or potential change in control
of the company (as defined in the Plan). The restricted stock awards are subject
to the terms of the Plan and the individual restricted stock agreements. The
foregoing summary of the terms of the restricted stock awards is qualified in
its entirety by reference to the complete text of the Plan and the individual
restricted stock agreements.
In addition, effective as of August 15, 2005, our Compensation Committee,
after consideration of presentations and recommendations of management and
independent compensation consultants, and such other matters and information as
deemed appropriate, increased the base salaries of our named executive officers,
as follows:
--------------------------------- --- --------------------------------
Name New Base Salary
--------------------------------- --- --------------------------------
W. E. Sheriff $450,000
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Gregory B. Richard $240,000
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Bryan D. Richardson $240,000
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H. Todd Kaestner $235,000
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George T. Hicks $230,000
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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
By: /s/ Bryan D. Richardson
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Bryan D. Richardson
Executive Vice President - Finance
and Chief Financial Officer
Date: September 28, 2005
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