SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

Filed by the Registrant  [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
  [ ]   Preliminary Proxy Statement
  [ ]   Confidential, for Use of the Commission Only
          (as permitted by Rule 14a-6(e)(2))
  [ ]   Definitive Proxy Statement
  [ ]   Definitive Additional Materials
  [X]   Soliciting Material Pursuant to Section 240.14a-12

                         APPLEBEE'S INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)


- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  [X] No fee required.
  [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
          (1) Title of each class of securities to which transaction
              applies:

           -------------------------------------------------------------
          (2) Aggregate number of securities to which transaction applies:

           -------------------------------------------------------------
          (3) Per unit price  or other underlying value of transaction  computed
              pursuant to  Exchange Act Rule 0-11 (set forth the amount on which
              the filing fee is calculated and state how it was determined):

           -------------------------------------------------------------
          (4) Proposed maximum aggregate value of transaction:

           -------------------------------------------------------------
          (5) Total fee paid:

           -------------------------------------------------------------
  [ ]     Fee paid previously with preliminary materials.
  [ ]     Check box if any part of the fee is offset as provided by Exchange Act
          Rule  0-11(a)(2)  and identify the filing for which the offsetting fee
          was paid  previously.  Identify  the previous  filing by  registration
          statement number, or the Form or Schedule and the date of its filing.
          (1) Amount Previously Paid:

           -------------------------------------------------------------
          (2) Form, Schedule or Registration Statement No.:

           -------------------------------------------------------------
          (3) Filing Party:

           -------------------------------------------------------------
          (4) Date Filed:

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





Associate Question & Answers



1.   What was announced today?
     We announced that a committee of independent  board members has been formed
     to  evaluate  potential  ways to  increase  value  to  shareholders.  These
     "strategic  alternatives"  could be any one of several things,  including a
     recapitalization or sale of the company.

2.   Why was this announcement made now?
     For about the past two years the casual-dining  restaurant segment has been
     hit with  softer  sales and  declining  traffic.  As a result,  a number of
     restaurant  companies have announced various new strategic plans to enhance
     shareholder  value,  for example:  Outback,  Brinker,  Ruby  Tuesday,  Rare
     Hospitality, Cracker Barrel, Sonic, and McDonald's. Likewise, we've decided
     to consider  additional  actions (or "strategic  alternatives") to increase
     shareholder value in this difficult operating environment.

3.   What are the "strategic alternatives" being considered?
     There aren't any limits to the type of strategic  alternatives a management
     team or a Board may  consider.  It could  range  from  additional  leverage
     (adding more debt), to a more aggressive stock buy-back plan, to taking the
     company  private  in a  leveraged  buy-out,  to the sale of  Applebee's  to
     another company.  Our board and the committee have retained some of the top
     investment bankers to help us determine the best course of action to reward
     our shareholders,  while also ensuring the future growth and success of the
     company.

4.   What is a "recapitalization" and what would it mean to me?
     A recapitalization,  or "leveraged recap" usually involves a company taking
     on  considerably  more debt to fund either  buying  back a large  amount of
     stock or issuing a bigger dividend to shareholders. (For example, last week
     Domino's Pizza announced a recap.) A  recapitalization  usually has little,
     if any, direct impact on associates or day-to-day operations.

5.   Why would we consider a sale of the company?
     We believe the company  could be very  attractive to potential  buyers.  We
     have a leading  national brand; one of the strongest  franchise  systems in
     the industry; a steady, healthy cash flow; and, importantly,  at all levels
     of the  organization  we  have  some  of the  industry's  most  successful,
     talented and results-driven associates.

6.   If Applebee's is sold, who might buy us?
     There are two  types of  potential  buyers.  First,  there are  "strategic"
     buyers.  These are other operating  companies that might want to purchase a
     new restaurant concept.  The second type of buyer is a private equity group
     that wants to invest in a business  with  strong  growth  potential.  These
     types of buyers,  sometimes called "financial  sponsors," can take a public
     company, like Applebee's, private through a leveraged buy-out (LBO). Nearly
     all of the  restaurant  companies that have been sold in the past couple of
     years have been sold to financial  sponsors (for example,  Outback,  Ruth's
     Chris and Dunkin Donuts).

                                       2.



7.   If we're sold, will we still be a public company?
     It depends.  If another  restaurant  company  buys us and that company is a
     publicly-traded  company,  then we would be part of a public company.  If a
     private  restaurant company buys us, or if a private equity group purchases
     the  company,  then the answer is "no." But,  let's  remember  two  things:
     First,  it's too early to  speculate  on whether a sale might  happen.  The
     Board may choose another option like a recapitalization  or something else.
     The Board also could decide to take no action. Secondly, there are benefits
     and  drawbacks  to both - to  being a  publicly-traded  company  or being a
     privately-owned  company.  So here's the real bottom  line:  whether we are
     sold or not  sold,  public  or  private,  recap or no  recap,  we must stay
     focused on executing our operational plan and we must deliver results.

8.   Will some of the company markets be sold?
     As previously  stated,  we are evaluating all options and no decisions have
     been made yet.  But we can tell you that we  strongly  believe  that,  as a
     franchisor, we should own and operate restaurants.  It gives us the ability
     to test new food and new ideas in our markets; it gives us credibility with
     our  franchisees,  and it  allows  us to  lead  by  example.  Company-owned
     restaurants  also  provide  us with a revenue  stream to  support  our $4.7
     billion brand.  As we have  demonstrated  in the past, if we believe that a
     market can be more  effectively  operated by one of our  franchisees,  then
     selling could be a positive move for the company,  for the  franchisee  and
     for the associates in that market.

9.   How soon will we know more?
     Is  there  a  typical  timetable  for  these  events?   There's  really  no
     established  timeline  for this  type of  process.  We are  committed  to a
     thoughtful  and thorough  examination of our options to ensure we come to a
     good decision. Some of the other companies that have gone through a similar
     process  have  taken  several  months  to  announce  anything,  but  no two
     processes are exactly the same. It could be more time, or less time, before
     we can share additional information with you. But, as always, communicating
     with you, our  associates,  is one of our top  priorities.  We will let you
     know more as soon as we can.

10.  Does  this  have  anything to  do  with the  activist  shareholder, Breeden
     Partners?
     Management  and the Board take  seriously  their  responsibility  to create
     value for all  shareholders,  while also  ensuring  the  future  growth and
     success of the company.  As previously  mentioned,  much of the  restaurant
     industry has been  experiencing  soft fundamentals for more than two years.
     As  a  result,   numerous   companies  have  announced   various  strategic
     alternatives,  so this action is not unique to Applebee's, nor is it driven
     by any one  shareholder.  The  management  team and the  Board had begun to
     think  about  steps that could  enhance  the value of our stock even before
     Breeden Partners announced its 5 percent ownership.  We remain committed to
     giving  thoughtful  consideration  to the views of all of our  shareholders
     about our business and about our strategic alternatives.

11.  Does this announcement affect our plans for 2007?
     No.  We are  full-steam  ahead on our 2007  plans.  As we've  talked  about
     before,  it is critical that we stay focused and deliver on our commitments
     to improve traffic and sales in 2007.

                                       3.



     IMPORTANT INFORMATION Applebee's  International,  Inc. ("Applebee's") plans
     to file  with the SEC and mail to its  stockholders  a Proxy  Statement  in
     connection with its 2007 Annual Meeting,  and advises its security  holders
     to read the proxy statement and other documents relating to the 2007 Annual
     Meeting when they become  available,  because  they will contain  important
     information. Security holders may obtain a free copy of the proxy statement
     and other documents (when  available) that Applebee's files with the SEC at
     the SEC's web site at  www.sec.gov.  The proxy  statement  and these  other
     documents  may also be obtained  for free from  Applebee's  by  directing a
     request to our Corporate Secretary,  Applebee's  International,  Inc., 4551
     West 107th Street, Overland Park, KS 66207.

     CERTAIN INFORMATION CONCERNING PARTICIPANTS  Applebee's,  its directors and
     named  executive   officers  may  be  deemed  to  be  participants  in  the
     solicitation  of Applebee's  security  holders in connection  with its 2007
     Annual  Meeting.  Security  holders may obtain  information  regarding  the
     names,  affiliations and interests of such individuals in Applebee's Annual
     Report on Form 10-K for the year ended  December  25,  2005,  and its proxy
     statement dated April 11, 2006, each of which is filed with the SEC. To the
     extent  holders of  Applebee's  securities  have  changed  from the amounts
     disclosed  in the proxy  statement,  such  changes  have been  reflected on
     Statements  of  Change in  Ownership  on Form 4 filed  with the SEC.  These
     documents are available free of charge at the SEC's website at www.sec.gov.



                                       4.