-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O8+5nKftZCX/dJK25WQEeR7hqzBxv+pjGq/gajUMJK+ekssWacqBAtgOInKt7kyW GHq6JzJgkECAg0Pm1+J1nQ== 0000806085-02-000071.txt : 20020414 0000806085-02-000071.hdr.sgml : 20020414 ACCESSION NUMBER: 0000806085-02-000071 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RETIREMENT CORP CENTRAL INDEX KEY: 0000787784 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 621674303 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53347 FILM NUMBER: 02544355 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 202 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEHMAN BROTHERS HOLDINGS INC CENTRAL INDEX KEY: 0000806085 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 133216325 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 3 WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125267000 MAIL ADDRESS: STREET 1: LEHMAN BROTHERS STREET 2: 3 WORLD FINANCIAL CENTER CITY: NEW YORK STATE: NY ZIP: 10285 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN HUTTON HOLDINGS INC DATE OF NAME CHANGE: 19901017 SC 13G/A 1 f02-02_0813g.txt 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities and Exchange Act of 1934 (Amendment No. 1) ____________American Retirement Corporation__________ ----------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) ________028913-10-1_______ -------------------------- (CUSIP Number) _____________December 31, 2001____________ ------------------------------------------ Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/Rule 13d-1(c) / / Rule 13d-1(d) 2 (1) Name of Reporting Person. LB/HRC Bond Investors LLC (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 262,5001 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 262,5001 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 262,5001 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 1.5% (12) Type of Reporting Person OO 3 (1) Name of Reporting Persons. LB/HRC Bond Investors II LLC (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 657,6671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 657,6671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 657,6671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 3.7% (12) Type of Reporting Person OO 4 (1) Name of Reporting Persons. LB Bond Investors LLC (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 262,5001 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 262,5001 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 262,5001 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 1.5% (12) Type of Reporting Person OO 5 (1) Name of Reporting Persons. LB Bond Investors II LLC (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 657,6671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 657,6671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 657,6671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 3.7% (12) Type of Reporting Person OO 6 (1) Name of Reporting Persons. PAMI LLC (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 920,1671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 920,1671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 920,1671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 5.1% (12) Type of Reporting Person OO 7 (1) Name of Reporting Persons. Property Asset Management Inc. (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 920,1671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 920,1671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 920,1671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 5.1% (12) Type of Reporting Person CO 8 (1) Name of Reporting Persons. Lehman ALI Inc. (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 920,1671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 920,1671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 920,1671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 5.1% (12) Type of Reporting Person CO 9 (1) Name of Reporting Persons. Lehman Brothers Holdings Inc. (2) Check the Appropriate Box if a Member of a Group (a) / / (b) /X/ (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 920,1671 Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power 920,1671 (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person 920,1671 (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 5.1% (12) Type of Reporting Person CO 10 (1) Name of Reporting Persons. Lehman Brothers Inc. (2) Check the Appropriate Box if a Member of a Group (a) / / (b) / / (3) SEC Use Only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power -0- Beneficially Owned by Each (6) Shared Voting Power -0- Reporting Person With (7) Sole Dispositive Power -0- (8) Shared Dispositive Power -0- (9) Aggregate Amount Beneficially Owned by Each Reporting Person -0- (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares / / (11) Percent of Class Represented by Amount in Row (9) 0.0% (12) Type of Reporting Person BD 11 Background This statement on Schedule 13G/A amends the statement on Schedule 13G filed by the reporting persons on January 22, 2001 (the "Original 13G"). During 2000, (i) LB/HRC Bond Investors LLC, a joint venture between HRC Bond Investors LLC (an Oregon limited liability company) ("HRC Bond Investors LLC") and LB Bond Investors LLC, and (ii) LB/HRC Bond Investors II LLC, a joint venture between HRC Bond Investors LLC and LB Bond Investors II LLC, purchased convertible subordinated debentures of the issuer, American Retirement Corporation (the "ACR Bonds"). The Filing Persons disclaim the existence of a group pursuant to Rule 13d-5 with HRC Bond Investors LLC, and any or all of its members: Daniel R. Baty, William E. Colson, Norman L. Brenden, Patrick F. Kennedy, Thilo D. Best and Holiday Retirement Corp., an Oregon corporation (collectively, with HRC Bond Investors LLC, the "HRC Investors"). ------------- On January 11, 2001 Holiday Retirement Corp. purchased shares of Common Stock of the Issuer that would, if the HRC Investors and the Filing Persons were deemed to be a group, result in the deemed beneficial ownership by such group of more than 5% of the Common Stock of the Issuer. On January 30, 2001, LB/HRC Bond Investors II LLC purchased an additional $2,660,000 of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share, convertible into 110,833 shares of the Issuer's Common Stock. During 2001, Lehman Brothers Inc. sold all the 5 3/4% convertible subordinated debentures due 2002 of which it reported beneficial ownership on the Original 13G. As a result, the Filing Persons have determined that Lehman Brothers Inc., a Filing Person with respect to the Original 13G is no longer a beneficial owner of securities of the Issuer and is not, and would not be deemed to be, a member of the group identified in the Original 13G pursuant to Rule 13d-5. The information in this filing with respect to the HRC Investors is, to the best of the Filing Persons' knowledge, accurate. On January 23, 2001, the HRC Investors filed a Schedule 13G with respect to their ownership of securities of the Issuer and reference is made to the more detailed information contained therein, and in any amendments to such Schedules that may be filed in the future. Item 1. (a) NAME OF ISSUER: American Retirement Corporation (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 111 Westwood Place, Suite 200 Brentwood, TN 37027 Item 2. (a, b, c) NAME, ADDRESS OF PRINCIPAL BUSINESS OFFICE, AND CITIZENSHIP OF PERSONS FILING (the "Filing Persons"): The principal place of business of all of the filing persons is: c/o Lehman Brothers Holdings Inc., 399 Park Avenue, New York, NY 10022: (i) LB/HRC Bond Investors LLC, a Delaware limited liability company. 12 (ii) LB/HRC Bond Investors II LLC, a Delaware limited liability company. (iii) LB Bond Investors I LLC, a Delaware limited liability company. (iv) LB Bond Investors II LLC, a Delaware limited liability company. (v) PAMI LLC, a Delaware limited liability company. (vi) Property Asset Management Inc., a Delaware corporation. (vii) Lehman ALI Inc., a Delaware corporation. (viii) Lehman Brothers Holdings Inc., a Delaware corporation. (ix) Lehman Brother Inc., a Delaware corporation. (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.01 per share ("Common Stock") (e) CUSIP NUMBER: 028913-10-1 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13-2(b), CHECK WHETHER THE PERSON FILING IS A: Not Applicable Item 4. OWNERSHIP: See responses to Items 5, 6, 7, 8, 9, and 11 of the Cover Pages. Note that shares of the Issuer's Common Stock are obtainable upon conversion of convertible bonds held by LB/HRC Bond Investors LLC and LB/HRC Bond Investors II LLC. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Not Applicable Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: See Exhibit A. Item 9. NOTICES OF DISSOLUTION OF GROUP: Not Applicable 13 Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect. 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. Dated: February 8, 2002 LB/HRC Bond Investors LLC By: /s/ Barrett S. DiPaolo --------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB/HRC Bond Investors II LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB Bond Investors LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB Bond Investors II LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory 14 PAMI LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Property Asset Management Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Lehman ALI Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Lehman Brothers Holdings Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Vice President Lehman Brothers Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Vice President 15 Exhibit A IDENTIFICATION OF MEMBERS OF THE GROUP LB/HRC Bond Investors LLC LB/HRC Bond Investors II LLC LB Bond Investors LLC LB Bond Investors II LLC PAMI, LLC Property Asset Management Inc. Lehman ALI Inc. Lehman Brothers Holding Inc. HRC Bond Investors LLC Daniel R. Baty, a U.S. citizen William E. Colson, a U.S. citizen Norman L. Brenden, a U.S. citizen Patrick F. Kennedy, a U.S. citizen Thilo D. Best, a U.S. citizen Holiday Retirement Corp., an Oregon corporation The above entities (the "Entities") may be deemed to be a group pursuant to Rule 13d-5, although such status as a group is disclaimed by the Filing Persons. LB Bond Investors LLC has a 90% membership interest in LB/HRC Bond Investors LLC, is its managing member, and has the exclusive right to make all investment decisions on its behalf. The remaining 10% membership interest is held by HRC Bond Investors LLC. LB Bond Investors II LLC has a 90% membership interest in LB/HRC Bond Investors II LLC, is its managing member, and has the exclusive right to make all investment decisions on its behalf. The remaining 10% membership interest is held by HRC Bond Investors LLC. Both LB Bond Investors LLC and LB Bond Investors II LLC are wholly owned by PAMI LLC. PAMI LLC is wholly owned by Property Asset Management Inc.; Property Asset Management Inc. is 99.75% owned by Lehman ALI Inc, and Lehman ALI Inc. is wholly owned by Lehman Brothers Holdings Inc., a publicly held corporation. Lehman Brothers Inc., which had been identified in the Original 13G as an entity that may be deemed to be a member of the group, has been determined by the Filing Persons not to be a beneficial owner of shares of Common Stock of the Issuer, and not to be a member of any deemed group. To the best of the Filing Persons' knowledge, the control of HRC Bond Investors is as follows: Daniel R. Baty has a 50% membership interest in HRC Bond Investors LLC, is the managing member, and has the exclusive right to make all investment decisions on its behalf. The remaining membership interests in HRC Bond Investors LLC are held as follows: William E. Colson (5%); Norman L. Brenden (5%); Patrick F. Kennedy (2.5%); Thilo D. Best (4%); and Holiday Retirement Corp. (33.5%). More detail as to the ownership of securities of the Issuer by the HRC Investors can be found in a Schedule 13G filing by such persons made on January 23, 2001. To the best of the Filing Persons' knowledge, in addition to any beneficial ownership interest that the HRC Investors, or any of them, may have in the ACR Bonds (and the shares of Common Stock obtainable upon conversion thereof) owned of record by LB/HRC Bond Investors LLC and LB/HRC Bond Investors II LLC, the members of the HRC Investors are beneficial owners of shares of Common Stock of the Issuer as follows: Daniel R. Baty, 2000 shares; William E. Colson, 137,500 shares, and Holiday Retirement Corp., 151,100 shares. More detail as to ownership of securities of the Issuer by the HRC Investors can be found in a Schedule 13G filing by such persons made on January 23, 2001. 16 In the event that the Entities were deemed to be a group pursuant to Rule 13d-5 (such status is disclaimed by the Filing Persons), upon conversion of all of the ACR Bonds held by LB/HRC Bond Investors LLC and LB/HRC Bond Investors II LLC, the Entities would collectively own 1,210,767 shares of Common Stock, constituting 6.7% of the Common Stock. 17 EXHIBIT B - JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto) is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, on behalf of each such person. Dated: February 8, 2002 LB/HRC Bond Investors LLC By: /s/ Barrett S. DiPaolo --------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB/HRC Bond Investors II LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB Bond Investors LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory LB Bond Investors II LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory 18 PAMI LLC By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Property Asset Management Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Lehman ALI Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Authorized Signatory Lehman Brothers Holdings Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Vice President Lehman Brothers Inc. By: /s/ Barrett S. DiPaolo ------------------------------- Name: Barrett DiPaolo Title: Vice President - -------- 1 This represents $6,300,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $15,784,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $6,300,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $15,784,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $22,084,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $22,084,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $22,084,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 This represents $22,084,000 worth of 53/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. -----END PRIVACY-ENHANCED MESSAGE-----