SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(l) OR 13(e)(l)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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AMERICAN RETIREMENT CORPORATION
(Name of Subject Company (Issuer))
AMERICAN RETIREMENT CORPORATION (ISSUER)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
5 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2002
(Title of Class of Securities)
028913 AA 9
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(CUSIP Number of Class of Securities)
W.E. SHERIFF
CHIEF EXECUTIVE OFFICER
AMERICAN RETIREMENT CORPORATION
111 WESTWOOD PLACE, SUITE 200
BRENTWOOD, TENNESSEE 37027
(615) 221-2250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
COPY TO:
T. ANDREW SMITH
BASS, BERRY & SIMS PLC
315 DEADERICK STREET, SUITE 2700
NASHVILLE, TENNESSEE 37238
(615) 742-6200
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$126,000,000 $11,592
* Estimated for purposes of calculating the amount of the filing fee only.
The amount of the filing fee, calculated in accordance with Rule
0-ll(b)(2) of the Securities Exchange Act of 1934, as amended, equals
.000092 of the book value of the 5 3/4% Convertible Subordinated
Debentures Due 2002 proposed to be acquired by American Retirement
Corporation.
|X| Check the box if any part of the fee is offset as provided by Rule 0-11
(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,592 Filing Party: American Retirement
Corporation
Form or Registration No.: Schedule TO Date Filed: August 14, 2002
SEC File No. 005-53347
| | Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
| | third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
| | going-private transaction subject to Rule 13e-3.
| | amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: | |
AMENDMENT NO. 5 TO SCHEDULE TO
This Amendment No. 5 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed on August 14, 2002 by American Retirement
Corporation, a Tennessee corporation ("ARC"), pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). ARC filed an
Amendment No. 1 to the Schedule TO on August 15, 2002, an Amendment No. 2 to the
Schedule TO on August 22, 2002, an Amendment No. 3 to the Schedule TO on August
27, 2002 and an Amendment No. 4 to the Schedule TO on August 29, 2002. The
Schedule TO relates to ARC's offer to exchange a combination of its 5 3/4%
Series A Senior Subordinated Notes Due 2002 and its 10% Series B Convertible
Senior Subordinated Notes Due 2008 (collectively, the "New Notes") for up to
$126.0 million aggregate principal amount of its outstanding 5 3/4% Convertible
Subordinated Debentures Due 2002 (the "Old Convertible Debentures") upon the
terms and subject to the conditions set forth in the Amended and Restated
Offering Memorandum, dated September 12, 2002 (the "Offering Memorandum"), and
in the related revised Letter of Transmittal, filed as Exhibits (a)(l)(F) and
(a)(l)(G) to the Schedule TO, respectively.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offering Memorandum in the sections
titled "Questions and Answers About the Exchange Offer" and "Summary - The
Exchange Offer" and "- The New Notes" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(c) The Old Convertible Debentures are listed on the New York Stock
Exchange ("NYSE"). The information set forth in the Offering
Memorandum in the section titled "Trading Market for the Old
Convertible Debentures" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer," and "The
Exchange Offer" is incorporated herein by
reference.
(a)(1)(ii) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer," "The
Exchange Offer - Terms of the Exchange
Offer" and "Description of the New Notes" is
incorporated herein by reference.
(a)(1)(iii) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer - Expiration Date; Extension;
Modification; Termination" is incorporated
herein by reference.
(a)(1)(iv) Not applicable.
(a)(1)(v) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer - Expiration Date; Extension;
Modification; Termination" is incorporated
herein by reference.
(a)(1)(vi) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer - Withdrawals of Tenders" is
incorporated herein by reference.
(a)(1)(vii) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer - Procedures for Exchanging
Old Convertible Debentures" is incorporated
herein by reference.
(a)(1)(viii) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer" is incorporated herein by
reference.
(a)(1)(ix) The information set forth in the Offering
Memorandum in the sections titled "Questions
and Answers About the Exchange Offer,"
"Summary - The Exchange Offer" and "The
Exchange Offer" is incorporated herein by
reference.
(a)(1)(x) The information set forth in the Offering
Memorandum in the section titled
"Description of the New Notes," "Description
of the Old Convertible Debentures" and
"Comparison of Rights Between the Old
Convertible Debentures and the New Notes"
is incorporated herein by reference.
(a)(1)(xi) The information set forth in the Offering
Memorandum in the section titled "The
Exchange Offer - Accounting Treatment" is
incorporated herein by reference.
(a)(1)(xii) The information set forth in the Offering
Memorandum in the section titled "United
States Federal Income Tax Consequences" is
incorporated herein by reference.
(a)(2)(i-vii) Not applicable.
(b) A family limited partnership in which W.E.
Sheriff, our Chairman and Chief Executive
Officer, is the general partner owns
$100,000 principal amount of the Old
Convertible Debentures. Clarence Edmonds, a
director, owns $100,000 principal amount of
Old Convertible Debentures. Mr. Sheriff, on
behalf of his family partnership, and Mr.
Edmonds have informed ARC that they intend
to participate in the exchange offer,
although they have no legal obligation to do
so. Other than as provided in response to
this Item 4(b), to the best knowledge of ARC
none of the subject securities are to be
purchased from any officer, director or
affiliate of ARC.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) No agreement, arrangement or understanding exists
between ARC (including any person specified in
Instruction C of Schedule TO) and any other person
with respect to the Old Convertible Debentures or the
New Notes, other than the respective indentures
governing the Old Convertible Debentures and the New
Notes, which are filed as exhibits to this Schedule
TO.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in the Offering Memorandum
in the section titled "Questions and Answers About
the Exchange Offer," "Summary - The Refinancing
Plan," "The Refinancing Plan," and "The Exchange
Offer - Purpose of the Exchange Offer" is
incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a) The Exchange Offer involves the exchange of Old
Convertible Debentures for New Notes. No funds or
other consideration is to be used in the transaction.
The information set forth in the Offering Memorandum
in the sections titled "Questions and Answers About
the Exchange Offer," "Summary - The Refinancing
Plan," "The Refinancing Plan" and "The Exchange
Offer" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(b) The information set forth in the Offering Memorandum
in the section titled "Unaudited Pro Forma Condensed
Consolidated Financial Data" is incorporated herein
by reference.
ITEM 11. ADDITIONAL INFORMATION
(b) The information set forth in the Offering Memorandum
and the related Letter of Transmittal, copies of
which are filed as Exhibits (a) (l) (F) and (a) (l)
(G) hereto, respectively, is incorporated herein by
reference.
ITEM 12. EXHIBITS.
(a) (1) (A) Offering Memorandum, dated August 14, 2002.*
(a) (1) (B) Letter of Transmittal, dated August 14,
2002.*
(a) (1) (C) Notice of Guaranteed Delivery, dated August
14, 2002.*
(a) (1) (D) Form of Letter to Clients, dated August 14,
2002.*
(a) (1) (E) Letter to Registered Holders and Depository
Trust Company Participants, dated August 14,
2002.*
(a) (1) (F) Amended and Restated Offering Memorandum,
dated September 12, 2002.
(a) (1) (G) Letter of Transmittal, dated September 12,
2002.
(a) (1) (H) Notice of Guaranteed Delivery, dated
September 12, 2002.
(a) (1) (I) Form of Letter to Clients, dated September
12, 2002.
(a) (1) (J) Letter to Registered Holders and Depository
Trust Company Participants, dated September
12, 2002.
(a) (2) None.
(a) (3) None.
(a) (4) None.
(a) (5) (A) Press Release, issued by American Retirement
Corporation on August 14, 2002 *
(a) (5) (B) Letter to holders of Old Convertible
Debentures dated August 26, 2002 *.
(a) (5) (C) Supplement to Offering Memorandum, dated
August 29, 2002.*
(a) (5) (D) Press Release, issued by American Retirement
Corporation on September 12, 2002.
(b) Not applicable.
(d)(1) Indenture, dated as of September 29, 1997,
between ARC and IBJ Schroder Bank and Trust
Company, relating to the Old Convertible
Debentures (incorporated by reference to
ARC's Registration Statement on Form S-1
filed with the Commission on September 23,
1997).
(d)(2) Form of Indenture between ARC and U.S. Bank
National Association relating to the 5 3/4%
Series A Senior Subordinated Notes Due 2002*
(d)(3) Form of Indenture between ARC and U.S. Bank
National Association relating to the 10%
Series B Convertible Senior Subordinated
Notes Due 2008.
(d)(4) Loan Agreement, dated as of August 14,
2002, between ARCPI Holdings, Inc. and
Health Care Property Investors, Inc.
(incorporated by reference to ARC's Current
Report on Form 8-K filed with the Commission
on August 15, 2002).
(d)(5) Contribution Agreement, dated August 14,
2002, between ARCPI Holdings, Inc., Fort
Austin Limited Partnership, ARC Santa
Catalina, Inc., ARC Richmond Place, Inc.,
Freedom Village of Holland, Michigan,
Freedom Village of Sun City Center, Ltd.,
Lake Seminole Square Management Company,
Inc., Freedom Group-Lake Seminole Square,
Inc., ARC Brandywine, LLC and Health Care
Property Investors, Inc. (incorporated by
reference to ARC's Current Report on Form
8-K filed with the Commission on August 15,
2002).
(d)(6) Form of Master Lease between Fort Austin
Real Estate Holdings, LLC, ARC Santa
Catalina Real Estate Holdings, LLC, ARC
Richmond Place Real Estate Holdings, LLC,
ARC Holland Real Estate Holdings, LLC, ARC
Sun City Center Real Estate Holdings, LLC,
ARC Lake Seminole Square Real Estate
Holdings, LLC and ARC Brandywine Real
Estate Holdings, LLC and Fort Austin Limited
Partnership, ARC Santa Catalina, Inc., ARC
Richmond Place, Inc., Freedom Village of
Holland, Michigan, Freedom Village of Sun
City Center, Ltd., Lake Seminole Square
Management Company, Inc., Freedom Group -
Lake Seminole Square, Inc. and ARC
Brandywine, LLC.*
(g) Not applicable.
(h) Not applicable.
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* Previously filed.
SIGNATURE
After due 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.
AMERICAN RETIREMENT CORPORATION
By: /s/ W.E. Sheriff
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Name: W.E. Sheriff
Title: Chairman and Chief Executive
Officer
Dated: September 12, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a) (1) (A) Offering Memorandum, dated August 14, 2002.*
(a) (1) (B) Letter of Transmittal, dated August 14, 2002.*
(a) (1) (C) Notice of Guaranteed Delivery, dated August 14, 2002.*
(a) (1) (D) Form of Letter to Clients, dated August 14, 2002.*
(a) (1) (E) Letter to Registered Holders and Depository Trust
Company Participants, dated August 14, 2002.*
(a) (1) (F) Amended and Restated Offering Memorandum, dated September 12, 2002.
(a) (1) (G) Letter of Transmittal, dated September 12, 2002.
(a) (1) (H) Notice of Guaranteed Delivery, dated September 12, 2002.
(a) (1) (I) Form of Letter to Clients, dated September 12, 2002.
(a) (1) (J) Letter to Registered Holders and Depository Trust Company Participants,
dated September 12, 2002.
(a) (5) (A) Press Release, issued by American Retirement Corporation on August 14, 2002 *
(a) (5) (B) Letter to holders of Old Convertible Debentures dated August 26, 2002. *
(a) (5) (C) Supplement to Offering Memorandum, dated August 29, 2002.*
(a) (5) (D) Press Release, issued by American Retirement Corporation on September 12, 2002.
(d)(1) Indenture, dated as of September 29, 1997, between ARC and IBJ Schroder Bank and
Trust Company, relating to the Old Convertible Debentures (incorporated by
reference to ARC's Registration Statement on Form S-1 and filed with the
Commission on September 23, 1997).
(d)(2) Form of Indenture between ARC and U.S. Bank National Association relating to the
5 3/4% Series A Senior Subordinated Notes Due 2002*
(d)(3) Form of Indenture between ARC and U.S. Bank National Association relating to the
10% Series B Convertible Senior Subordinated Notes Due 2008.
(d)(4) Loan Agreement, dated as of August 14, 2002, between ARCPI Holdings, Inc. and
Health Care Property Investors, Inc. (incorporated by reference to ARC's
Current Report on Form 8-K filed with the Commission on August 15, 2002).
(d)(5) Contribution Agreement, dated August 14, 2002, between ARCPI Holdings, Inc.,
Fort Austin Limited Partnership, ARC Santa Catalina, Inc., ARC Richmond
Place, Inc., Freedom Village of Holland, Michigan, Freedom Village of Sun
City Center, Ltd., Lake Seminole Square Management Company, Inc., Freedom
Group-Lake Seminole Square, Inc., ARC Brandywine, LLC and Health Care
Property Investors, Inc. (incorporated by reference to ARC's Current Report
on Form 8-K filed with the Commission on August 15, 2002).
(d)(6) Form of Master Lease between Fort Austin Real Estate Holdings, LLC, ARC Santa
Catalina Real Estate Holdings, LLC, ARC Richmond Place Real Estate Holdings, LLC,
ARC Holland Real Estate Holdings, LLC, ARC Sun City Center Real Estate Holdings,
LLC, ARC Lake Seminole Square Real Estate Holdings, LLC and ARC Brandywine Real
Estate Holdings, LLC and Fort Austin Limited Partnership, ARC Santa Catalina,
Inc., ARC Richmond Place, Inc., Freedom Village of Holland, Michigan, Freedom
Village of Sun City Center, Ltd., Lake Seminole Square Management Company, Inc.,
Freedom Group -- Lake Seminole Square, Inc. and ARC Brandywine, LLC.*
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* Previously filed.