-----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, OZDp+uqq2r3wukHMtln4U6R2fx7P2EX2aaL8f1mY2fm39Iov+EssYRrGfn+GvuG3 PmpNKYB4jwxORM7USG1U/w== 0000895345-01-000019.txt : 20010123 0000895345-01-000019.hdr.sgml : 20010123 ACCESSION NUMBER: 0000895345-01-000019 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010122 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: SEC FILE NUMBER: 005-53347 FILM NUMBER: 1512813 BUSINESS ADDRESS: STREET 1: 111 WESTWOOD PLACE STREET 2: SUITE 402 CITY: BRENTWOOD STATE: TN ZIP: 37027 BUSINESS PHONE: 6152212250 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LB/HRC BOND INVESTORS LLC CENTRAL INDEX KEY: 0001129073 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522250175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LEHMAN BROTHERS HOLDINGS LLC STREET 2: 3 WORLD FINANCIAL CENTER 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10285 BUSINESS PHONE: 2125260682 MAIL ADDRESS: STREET 1: C/O LEHMAN BROTHERS HOLDINGS LLC STREET 2: 3 WORLD FINANCIAL CENTER 12TH FL CITY: NEW YORK STATE: NY ZIP: 10285 SC 13G 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 American Retirement Corporation ----------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share -------------------------------------- (Title of Class of Securities) 028913-10-1 -------------------------- (CUSIP Number) January 11, 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) 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 5 SOLE VOTING POWER SHARES 262,500 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 262,500 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,500 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 - --------------------- [FN] 1 This represents $6,300,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES 546,833 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 546,833 8 SHARED DISPOSITIVE POWER -0- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,833 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% 12 TYPE OF REPORTING PERSON OO - --------------------- [FN] 1 This represents $13,124,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 262,500 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 262,500 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,500 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 - --------------------- [FN] 1 This represents $6,300,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 546,833 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 546,833 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,833 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.1% 12 TYPE OF REPORTING PERSON OO - --------------------- [FN] 1 This represents $13,124,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 809,333 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 809,333 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,333 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12 TYPE OF REPORTING PERSON OO - --------------------- [FN] 1 This represents $19,424,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 809,333 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 809,333 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,333 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12 TYPE OF REPORTING PERSON CO - --------------------- [FN] 1 This represents $19,424,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 809,333 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 809,333 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 809,333 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12 TYPE OF REPORTING PERSON CO - --------------------- [FN] 1 This represents $19,424,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON 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 5 SOLE VOTING POWER SHARES -0- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 920,166 REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH -0- 8 SHARED DISPOSITIVE POWER 920,166 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 920,166 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 - --------------------- [FN] 1 This represents $22,084,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. 1 NAME OF REPORTING PERSON Lehman Brothers 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 5 SOLE VOTING POWER SHARES 110,833 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH -0- REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 110,833 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 110,833 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.6% 12 TYPE OF REPORTING PERSON BD - --------------------- [FN] 1 This represents $2,660,000 worth of 5 3/4% convertible subordinated debentures due 2002 with a conversion price of $24.00 per share. Background - ---------- 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 persons filing this Schedule 13G 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. The information in this filing with respect to the HRC Investors is, to the best of the Filing Persons' knowledge, accurate. The HRC Investors have filed, or will shortly file, a Schedule 13D or 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 402 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., 3 World Financial Center, 12th Floor, New York, NY 10285: (i) LB/HRC Bond Investors LLC, a Delaware limited liability company. (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 Brothers 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 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: January 22, 2001 LB/HRC Bond Investors LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB/HRC Bond Investors II LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB Bond Investors LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB Bond Investors II LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory PAMI LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Property Asset Management Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman ALI Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman Brothers Holdings Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman Brothers Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory 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. Lehman Brothers 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. is wholly owned by Lehman Brothers Holdings Inc. 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 regarding the HRC Investors can be found in a Schedule 13D or Schedule 13G filing by such persons made or to be made on or about the date of this filing. 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 13D or Schedule 13G filing by such persons made or to be made on or about the date of this filing. 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 1,210,766 shares of Common Stock, constituting 6.7% of the Common Stock. EXHIBIT B - JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock, par value $0.01 per share, of American Retirement Corporation, 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: January 22, 2001 LB/HRC Bond Investors LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB/HRC Bond Investors II LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB Bond Investors LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory LB Bond Investors II LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory PAMI LLC By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Property Asset Management Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman ALI Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman Brothers Holdings Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory Lehman Brothers Inc. By: /s/ Joseph J. Flannery ------------------------------- Name: Joseph J. Flannery Title: Authorized Signatory -----END PRIVACY-ENHANCED MESSAGE-----