SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HICKS GEORGE T

(Last)

(First)

(Middle)

111 WESTWOOD PLACE, SUITE 200

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN RETIREMENT CORP [ ACR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec. V. P., Sec. and Treas.

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/09/2004		M		13,335	A	$5	115,700 ^{( 1 )}	D
Common Stock	09/09/2004		S		13,335	D	$6.8	102,365	D
Common Stock	09/09/2004		S		290	D	$6.8	102,075	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$5	09/09/2004		M			13,335	10/27/2000 ^{( 2 )}	10/27/2004	Common Stock	13,335	$0	0 ^{( 3 )}	D
Employee Stock Option (Right to Buy)	$3.1							07/04/2001 ^{( 4 )}	01/04/2011	Common Stock	54,750		54,750 ^{( 5 )}	D

Explanation of Responses:

1. In conformity with the terms of a domestic relations order, the reporting person transferred 290 shares of the issuer's Common Stock acquired under the issuer's Employee Stock Purchase Plan to the reporting person's ex-spouse.

2. The option vested in three equal annual installments beginning October 27, 2000.

3. In conformity with the terms of a domestic relations order, the reporting person transferred 6,665 of these options to the reporting person's ex-spouse. Of the 13,335 options exercised on 09/09/2004, 3,335 were held for the benefit of the reporting person's ex-spouse pursuant to the terms of such domestic relations order.

4. The option vested in three equal installments on July 4, 2001, January 4, 2002 and January 4, 2003.

5. In conformity with the terms of a domestic relations order, the reporting person transferred 4,574 of these options to the reporting person's ex-spouse. As of the date of this report, the reporting person continues to hold an additional 22,801 of such options for the benefit of the reporting person's ex-spouse pursuant to the terms of such domestic relations order.

Remarks:

	/s/ George T. Hicks	09/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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