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
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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
---------------------- --------------------
$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.
| | 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: Filing Party:
Form or Registration No.: Date Filed:
| | 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: | |
SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") is being filed
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"), in connection with its offer to exchange a combination of its 5 3/4%
Series A Senior Subordinated Notes Due 2002 and its 10% Series B Senior
Subordinated Notes Due 2009 (the "New Notes") and warrants to purchase shares of
its common stock ("Warrants") 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 Offering Memorandum, dated August 14, 2002 (the "Offering
Memorandum"), and in the related Letter of Transmittal, copies of which are
attached hereto as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively (which,
together with any supplements or amendments thereto, collectively constitute the
"Exchange Offer").
The information in the Exchange Offer, including all schedules and annexes
thereto, is hereby expressly incorporated herein by reference with respect to
all the items of this Schedule TO, except as otherwise set forth below.
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," "- The New Notes" and "- The Warrants" is incorporated herein
by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company is American Retirement Corporation
("ARC"). The address of ARC's principal executive offices is 111
Westwood Place, Suite 200, Brentwood, Tennessee 37027. Its telephone
number is (615) 221-2250.
(b) The information set forth in the Offering Memorandum in the section
titled "Summary - The Exchange Offer" is incorporated herein by
reference.
(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 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The name of the filing person is American Retirement Corporation.
ARC is the subject company. The principal executive offices of ARC
are located at 111 Westwood Place, Suite 200, Brentwood, Tennessee
37027. Its telephone number is (615) 221-2250.
Pursuant to General Instruction C to Schedule TO, the following persons
are the directors and/or executive officers of ARC:
Name Position
---------------------------- --------------------------------------------------------------------------------------
W.E. Sheriff Chairman and Chief Executive Officer
Christopher J. Coates President and Chief Operating Officer
George T. Hicks Executive Vice President - Finance, Chief Financial Officer, Treasurer and Secretary
H. Todd Kaestner Executive Vice President - Corporate Development
James T. Money Executive Vice President - Sales and Marketing
Gregory B. Richard Executive Vice President, Community Operations
Terry L. Frisby Senior Vice President, Human Resources, Corporate Compliance and Culture
Bryan Richardson Senior Vice President, Finance and Accounting
Name Position
---------------------------- --------------------------------------------------------------------------------------
Ross C. Roadman Senior Vice President, Strategic Planning and Investor Relations
Frank M. Bumstead Director
Clarence Edmonds Director
John A. Morris, Jr., M.D. Director
Daniel K. O'Connell Director
Nadine C. Smith Director
Lawrence J. Stuesser Director
The business address and telephone number of each of the above directors
and executive officers is c/o American Retirement Corporation, 111 Westwood
Place, Suite 200, Brentwood, Tennessee 37027 and (615) 221-2250.
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," "Description of the New Notes" and
"Description of the Warrants" 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 Warrants" 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, the
New Notes or the Warrants, other than the respective
indentures governing the Old Convertible Debentures
and the New Notes and the Warrant Agreement governing
the Warrants, 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.
(b) The Old Convertible Debentures acquired pursuant to
the Exchange Offer will be cancelled and retired.
(c) (1) None.
(2) None.
(3) The information set forth in the Offering
Memorandum in the sections titled "Summary -
The Refinancing Plan," "Unaudited Pro Forma
Condensed Consolidated Financial Data" and
"The Refinancing Plan" is incorporated
herein by reference.
(4) None.
(5) None.
(6) None.
(7) None.
(8) None.
(9) None.
(10) None.
ITEM 7. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
(a) The Exchange Offer involves the exchange of Old
Convertible Debentures for New Notes and Warrants. 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.
(b) None.
(d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) 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.
(b) None.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Not applicable.
ITEM 10. FINANCIAL STATEMENTS.
(a) The following financial statements and financial
information are incorporated herein by reference:
(1) The audited financial statements of ARC set
forth on pages 51 through 57 of ARC's Annual
Report on Form 10-K for the fiscal year
ended December 31, 2001.
(2) The unaudited balance sheets, comparative
year-to-date statements of operations and
related loss per share data and statements
of cash flows of ARC set forth on pages 3
through 7 of ARC's Quarterly Report on Form
10-Q for the quarter ended June 30, 2002.
(3) The information set forth in the Offering
Memorandum in the section titled "Selected
Condensed Consolidated Financial Data" is
incorporated herein by reference.
(4) The book value of the Old Convertible
Debentures at August 14, 2002 was
$132,930,000.
Copies of the financial statements incorporated
herein by reference pursuant to clause (a) of this
Item 10 can be obtained as provided in the sections
of the Offering Memorandum titled "Where You Can Find
More Information" and "Incorporation of Documents By
Reference."
(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
(a) (1) None.
(2) ARC is required to qualify the indentures
pursuant to which the New Notes will be
issued under the Trust Indenture Act of
1939, as amended.
(3) Not applicable.
(4) Not applicable.
(5) None.
(b) The information set forth in the Offering Memorandum
and the related Letter of Transmittal, copies of
which are filed as Exhibits (a) (l) (A) and (a) (l)
(B) 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.
(a) (1) (C) Notice of Guaranteed Delivery.
(a) (1) (D) Form of Letter to Clients.
(a) (1) (E) Form of Letter to Registered Holders and
Depository Trust Company Participants.
(a) (2) None.
(a) (3) None.
(a) (4) None.
(a) (5) Press Release, dated August 14, 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 Senior Subordinated Notes due 2009
(d)(4) Form of Warrant Agreement between ARC and
U.S. Bank National Association.
(g) Not applicable.
(h) Not applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable
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/ George T. Hicks
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Name: George T. Hicks
Title: Executive Vice President - Finance,
Chief Financial Officer, Treasurer
and Secretary
Dated: August 14, 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.
(a) (1) (C) Notice of Guaranteed Delivery.
(a) (1) (D) Form of Letter to Clients.
(a) (1) (E) Form of Letter to Registered Holders and Depository
Trust Company Participants.
(a) (5) Press Release, dated August 14, 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 Senior Subordinated Notes Due 2009
(d)(4) Form of Warrant Agreement between ARC and U.S. Bank National Association.