0000881155-05-000002.txt : 20120629 0000881155-05-000002.hdr.sgml : 20120629 20050125170054 ACCESSION NUMBER: 0000881155-05-000002 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-53347 FILM NUMBER: 05547656 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: SOUTHERN FIDUCIARY GROUP INC CENTRAL INDEX KEY: 0000881155 IRS NUMBER: 581418392 STATE OF INCORPORATION: TN FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2325 CRESTMOOR ROAD STREET 2: STE 202 CITY: NASHVILLE STATE: TN ZIP: 37215 BUSINESS PHONE: 6153837701 MAIL ADDRESS: STREET 1: 2325 CRESTMOOR RD STREET 2: SUITE 202 CITY: NASHVILLE STATE: TN ZIP: 37215 SC 13G 1 sec13g2004acr.txt SEC 13G ACR DECEMBER 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No. 3 American Retirement Corporation Name of Issuer Common Stock Title of Class of Securities 028913-10-1 CUSIP Number December 31, 2004 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amend- ment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 CUSIP No. 028913-10-1 1 Name of reporting person SS. or IRS Identification No. of above person The Southern Fiduciary Group Inc. FEIN 58-1418392 2 Check the appropriate box if a member of a group (a) (b) 3 SEC Use Only 4 Citizenship or place of organization Reporting Person is a corporation organized under Tennessee laws. Principal office of Reporting Person is in Nashville, Tennessee. Number of shares beneficially owned by each reporting person with 5 Sole Voting Power 1,099,733 6 Shared Voting Power 0 7 Sole Dispositive Power 2,152,353 8 Shared Dispositive Power 0 9 Aggregate amount beneficially owned by each reporting person 2,152,353 10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11 Percent of Class Represented by Amount in Row 9 8.49% 12 Type of Reporting Person IA Item 1(a) Name of Issuer: AMERICAN RETIREMENT CORP. Item 1(b) Address of Issuer's Principal Executive Offices: 111 Westwood Place Brentwood, Tennessee 37027 Page 2 Item 2(a) Name of Person Filing: The Southern Fiduciary Group Inc. Item 2(b) Address of Principal Business Office or, if None, Residence: 2325 Crestmoor Road, Suite 202 Nashville, Tennessee 37215 Item 2(c) Citizenship: Reporting Person is a corporation organized under Tennessee laws. Principal office of Reporting Person is in Nashville, Tennessee." Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number 028913-10-1 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act,(15 U.S.C 78o) (b) [ ] Bank as defined in Section 3(a) (6) of the Act, (15 U.S.C. 78c) (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (15 U.S.C 78c). (d) [ ] Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80A-8). (e) [X ] An investment adviser in accordance with 240.,13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Pension Fund which Page 3 is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, 240.13d- 1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with 240,13d-1(b)(1)(ii)(G) (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) [ ] A church plan that is excluded form the definition of an investment company under section 3c(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J). Item 4 Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 2,152,353 (b) Percent of class: 8.49% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,009,733 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 2,152,353 (iv) Shared power to dispose or to direct the disposition of 0 Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be Page 4 the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6 Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of an employee benefit plan, pension fund or endowment fund is not required. The Southern Fiduciary Group is an Investment Adviser registered under the Investment Advisers Act of 1940. In its capacity it represents clients who have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the foregoing securities. No single client has an interest of more than five percent of the foregoing securities. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Inapplicable Item 8 Identification and Classification of Members of the Group. Inapplicable Item 9 Notice of Dissolution of Group. Inapplicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer or such securities and were not acquired in connection with or as a participant in any transaction Page 5 having such purpose or effect. This schedule is being filed with respect to beneficial ownership as of December 31, 2004. 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. Ernest Williams III, President January 25, 2005 Page 6