SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Retirement Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
028913-10-1
(CUSIP Number)
TAMARA R. WAGMAN
FREDERIC DORWART, LAWYERS
Old City Hall
124 East Fourth Street
Tulsa, OK 74103-5010
(918) 583-9922
(918) 583-8251 (Facsimile)
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
November 28, 2001
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(Date of Event Which Required Filing)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check this box [ ].
CUSIP NO. 028913-10-1
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NAME OF REPORTING PERSON
1 S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George B. Kaiser
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See instructions)
4
PF
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5 TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
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NUMBER OF SOLE VOTING POWER
7
SHARES 1,145,008 (see Item 5)
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BENEFICIALLY SHARED VOTING POWER
8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,145,008 (see Item 5)
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PERSON SHARED DISPOSITIVE POWER
10
WITH None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,145,008 (see Item 5)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(See instructions)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.6%
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TYPE OF REPORTING PERSON (See instructions)
14
IN
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SCHEDULE 13D
Filed by George B. Kaiser
In Connection with Transactions in the
Shares of American Retirement Corporation
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Item 1. Security and Issuer.
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This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of American Retirement Corporation, a Tennessee
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 111 Westwood Place, Suite 402, Brentwood,
Tennessee 37027.
Item 2. Identity and Background.
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(a) George B. Kaiser
(b) 6733 South Yale
Tulsa, OK 74136
(c) Independent Oil and Gas Producer
KAISER-FRANCIS OIL COMPANY
6733 South Yale
Tulsa, OK 74136
(d) No
(e) No
(f) United States of America
Item 3. Source or Amount of Funds or Other Consideration.
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Mr. Kaiser purchased an aggregate of 1,143,300 shares of
Common Stock for total consideration of $3,613,995
(including brokerage commissions) derived from personal funds.
Mr. Kaiser also purchased $41,000 aggregate principal amount
of the Issuer's 5-3/4% Convertible Subordinated Debentures due
2002 (the Debentures), which are convertible into an aggregate
of 1,708 shares of Common Stock for total consideration of
$28,170.70 (including brokerage commissions). The
consideration for the Debentures was derived from personal
funds. Each $1,000 principal amount of the Debentures is
convertible at the option of the holder into 41.6667 shares of
Common Stock or approximately $24.00 per share. Mr. Kaiser
also maintains various credit facilities and arrangements,
including customary margin arrangements, with banks and other
financials institutions in the ordinary course of business and
in connection therewith provide to the lends as collateral
thereunder the shares of Common Stock and the Debentures
purchased by Mr. Kaiser.
Item 4. Purpose of Transaction.
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Mr. Kaiser has acquired the shares of Common Stock and the Debentures because,
in his opinion, the securities are a good long term investment and because the
stock price is attractive relative to the underlying
asset value. Mr. Kaiser will monitor developments of the Issuer and may
communicate with management of the Issuer, the Issuer's Board of Directors, and
with others concerning the Issuer. Mr. Kaiser may from time to time acquire or
dispose of shares of Common Stock, Debentures, or derivatives thereof in the
open market, in privately negotiated transactions, or otherwise.
Mr. Kaiser owns 83 percent of the capital stock of Fountains Continuum of Care,
Inc. ("Fountains"). Fountains owns fifteen retirement communities and operates
two additional retirement communities, located in eleven states. Representatives
of Fountains have had discussions, now abandoned, with other retirement
community businesses concerning investment in ARC.
Mr. Kaiser may transfer his shares of Common Stock and the Debentures to
Fountains on such terms and conditions as Mr. Kaiser and the Fountains may
hereafter agree.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date of this Schedule 13D, Mr. Kaiser beneficially
owns 1,145,008 shares of Common Stock of the Issuer, which
includes 1,708 shares issuable upon conversion of the
Debentures owned by Mr. Kaiser that are convertible within 60
days of November 28, 2001. Based upon the 17,247,576, share of
Common Stock outstanding on November 9, 2001 as set forth in
the Issuer's quarterly report on Form 10-Q for the period
ended September 30, 2001, these 1,145,008 shares represent 6.6
% of the outstanding shares of Common Stock of the Issuer. Mr.
Kaiser possesses the sole power to vote or to direct to vote,
and the sole power to dispose or direct the disposition of all
1,143,300 shares of Common Stock and the conversion of the
Debentures.
(b) On November 28, 2001, Mr. Kaiser purchased 250,000 shares of
Issuer common stock on the open market at $1.950 per share for
a total of $487,500.
(c) On November 29, 2001, Mr. Kaiser purchased 100,000 shares of
Issuer Common Stock on the open market at $1.950 per share for
a total of $195,000.
Item 6. Contracts, Arrangements, or Understandings with Respect to Securities
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of Issuer.
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None.
Item 7. Material to be Filed as Exhibits.
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None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Signed: /s/ George B. Kaiser
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George B. Kaiser