SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                              ---------------------

                                   SCHEDULE TO
                                 (RULE 14D-100)

                          TENDER OFFER STATEMENT UNDER
                          SECTION 14(d)(l) OR 13(e)(l)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 6)

                              ---------------------

                         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

                              ---------------------
                      (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.

|X|   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: $11,592                Filing Party: American Retirement
                                                             Corporation
Form or Registration No.: Schedule TO          Date Filed: August 14, 2002
                          SEC File No. 005-53347

| |   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: |x|

         AMENDMENT NO. 6 TO SCHEDULE TO-FINAL AMENDMENT TO SCHEDULE TO

      This Amendment No. 6 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed on August 14, 2002 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"). ARC filed an
Amendment No. 1 to the Schedule TO on August 15, 2002, an Amendment No. 2 to the
Schedule TO on August 22, 2002, an Amendment No. 3 to the Schedule TO on August
27, 2002, an Amendment No. 4 to the Schedule TO on August 29, 2002 and an
Amendment No.5 to the Schedule TO on September 12, 2002. The Schedule TO relates
to ARC's offer to exchange a combination of its 5 3/4% Series A Senior
Subordinated Notes Due 2002 and its 10% Series B Convertible Senior Subordinated
Notes Due 2008 (collectively, the "New Notes") 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 Amended and Restated Offering
Memorandum, dated September 12, 2002 (the "Offering Memorandum"), and in the
related revised Letter of Transmittal, filed as Exhibits (a)(l)(F) and (a)(l)(G)
to the Schedule TO, respectively.


ITEM 12. EXHIBITS.

         Item 12 is hereby amended as follows:

         (a) (1) (A)                Offering Memorandum, dated August 14, 2002.*

         (a) (1) (B)                Letter of Transmittal, dated August 14,
                                    2002.*

         (a) (1) (C)                Notice of Guaranteed Delivery, dated August
                                    14, 2002.*

         (a) (1) (D)                Form of Letter to Clients, dated August 14,
                                    2002.*

         (a) (1) (E)                Letter to Registered Holders and Depository
                                    Trust Company Participants, dated August 14,
                                    2002.*

         (a) (1) (F)                Amended and Restated Offering Memorandum,
                                    dated September 12, 2002.*

         (a) (1) (G)                Letter of Transmittal, dated September 12,
                                    2002.*

         (a) (1) (H)                Notice of Guaranteed Delivery, dated
                                    September 12, 2002.*

         (a) (1) (I)                Form of Letter to Clients, dated September
                                    12, 2002.*

         (a) (1) (J)                Letter to Registered Holders and Depository
                                    Trust Company Participants, dated September
                                    12, 2002.*

         (a) (2)                    None.

         (a) (3)                    None.

         (a) (4)                    None.

         (a) (5) (A)                Press Release, issued by American Retirement
                                    Corporation on August 14, 2002 *

         (a) (5) (B)                Letter to holders of Old Convertible
                                    Debentures dated August 26, 2002 *.

         (a) (5) (C)                Supplement to Offering Memorandum, dated
                                    August 29, 2002.*

         (a) (5) (D)                Press Release, issued by American Retirement
                                    Corporation on September 12, 2002.*

         (a) (5) (E)                Press Release, issued by American Retirement
                                    Corporation on September 26, 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 Convertible Senior Subordinated
                                    Notes Due 2008.*

         (d)(4)                     Loan Agreement, dated as of August 14,
                                    2002, between ARCPI Holdings, Inc. and
                                    Health Care Property Investors, Inc.
                                    (incorporated by reference to ARC's Current
                                    Report on Form 8-K filed with the Commission
                                    on August 15, 2002).

         (d)(5)                     Contribution Agreement, dated August 14,
                                    2002, between ARCPI Holdings, Inc., Fort
                                    Austin Limited Partnership, ARC Santa
                                    Catalina, Inc., ARC Richmond Place, Inc.,
                                    Freedom Village of Holland, Michigan,
                                    Freedom Village of Sun City Center, Ltd.,
                                    Lake Seminole Square Management Company,
                                    Inc., Freedom Group-Lake Seminole Square,
                                    Inc., ARC Brandywine, LLC and Health Care
                                    Property Investors, Inc. (incorporated by
                                    reference to ARC's Current Report on Form
                                    8-K filed with the Commission on August 15,
                                    2002).

         (d)(6)                     Form of Master Lease between Fort Austin
                                    Real Estate Holdings, LLC, ARC Santa
                                    Catalina Real Estate Holdings, LLC, ARC
                                    Richmond Place Real Estate Holdings, LLC,
                                    ARC Holland Real Estate Holdings, LLC, ARC
                                    Sun City Center Real Estate Holdings, LLC,
                                    ARC Lake Seminole Square Real Estate
                                    Holdings, LLC and ARC Brandywine Real
                                    Estate Holdings, LLC and Fort Austin Limited
                                    Partnership, ARC Santa Catalina, Inc., ARC
                                    Richmond Place, Inc., Freedom Village of
                                    Holland, Michigan, Freedom Village of Sun
                                    City Center, Ltd., Lake Seminole Square
                                    Management Company, Inc., Freedom Group -
                                    Lake Seminole Square, Inc. and ARC
                                    Brandywine, LLC.*

         (g)                        Not applicable.

         (h)                        Not applicable.

------------------
* Previously filed.

                                    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/ W.E. Sheriff
                                    -----------------------------------
                                    Name:  W.E. Sheriff
                                    Title: Chairman and Chief Executive
                                           Officer


Dated: September 26, 2002

                                 EXHIBIT INDEX



      EXHIBIT NO.                                              DESCRIPTION
------------------------    ----------------------------------------------------------------------------------
                         
(a) (1) (A)                 Offering Memorandum, dated August 14, 2002.*

(a) (1) (B)                 Letter of Transmittal, dated August 14, 2002.*

(a) (1) (C)                 Notice of Guaranteed Delivery, dated August 14, 2002.*

(a) (1) (D)                 Form of Letter to Clients, dated August 14, 2002.*

(a) (1) (E)                 Letter to Registered Holders and Depository Trust
                            Company Participants, dated August 14, 2002.*

(a) (1) (F)                 Amended and Restated Offering Memorandum, dated September 12, 2002.*

(a) (1) (G)                 Letter of Transmittal, dated September 12, 2002.*

(a) (1) (H)                 Notice of Guaranteed Delivery, dated September 12, 2002.*

(a) (1) (I)                 Form of Letter to Clients, dated September 12, 2002.*

(a) (1) (J)                 Letter to Registered Holders and Depository Trust Company Participants,
                            dated September 12, 2002.*

(a) (5) (A)                 Press Release, issued by American Retirement Corporation on August 14, 2002 *

(a) (5) (B)                 Letter to holders of Old Convertible Debentures dated August 26, 2002. *

(a) (5) (C)                 Supplement to Offering Memorandum, dated August 29, 2002.*

(a) (5) (D)                 Press Release, issued by American Retirement Corporation on September 12, 2002.*

(a) (5) (E)                 Press Release, issued by American Retirement Corporation on September 26, 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 Convertible Senior Subordinated Notes Due 2008.*

(d)(4)                      Loan Agreement, dated as of August 14, 2002, between ARCPI Holdings, Inc. and
                            Health Care Property Investors, Inc. (incorporated by reference to ARC's
                            Current Report on Form 8-K filed with the Commission on August 15, 2002).

(d)(5)                      Contribution Agreement, dated August 14, 2002, between ARCPI Holdings, Inc.,
                            Fort Austin Limited Partnership, ARC Santa Catalina, Inc., ARC Richmond
                            Place, Inc., Freedom Village of Holland, Michigan, Freedom Village of Sun
                            City Center, Ltd., Lake Seminole Square Management Company, Inc., Freedom
                            Group-Lake Seminole Square, Inc., ARC Brandywine, LLC and Health Care
                            Property Investors, Inc. (incorporated by reference to ARC's Current Report
                            on Form 8-K filed with the Commission on August 15, 2002).

(d)(6)                      Form of Master Lease between Fort Austin Real Estate Holdings, LLC, ARC Santa
                            Catalina Real Estate Holdings, LLC, ARC Richmond Place Real Estate Holdings, LLC,
                            ARC Holland Real Estate Holdings, LLC, ARC Sun City Center Real Estate Holdings,
                            LLC, ARC Lake Seminole Square Real Estate Holdings, LLC and ARC Brandywine Real
                            Estate Holdings, LLC and Fort Austin Limited Partnership, ARC Santa Catalina,
                            Inc., ARC Richmond Place, Inc., Freedom Village of Holland, Michigan, Freedom
                            Village of Sun City Center, Ltd., Lake Seminole Square Management Company, Inc.,
                            Freedom Group -- Lake Seminole Square, Inc. and ARC Brandywine, LLC.*


---------------
* Previously filed.