-----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, TkQvsFGaJgKKS2n/Q5bTYy2eGlmdp++byD8OqFyKxRIwAKTdlmt2ri8M9SESdlMp tf/LidheJaj6Wv3DmCi2EA== 0000853665-07-000043.txt : 20070309 0000853665-07-000043.hdr.sgml : 20070309 20070309153803 ACCESSION NUMBER: 0000853665-07-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070309 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070309 DATE AS OF CHANGE: 20070309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLEBEES INTERNATIONAL INC CENTRAL INDEX KEY: 0000853665 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 431461763 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17962 FILM NUMBER: 07684366 BUSINESS ADDRESS: STREET 1: 4551 W 107TH ST STE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 BUSINESS PHONE: 9139674000 MAIL ADDRESS: STREET 1: 4551 W 107TH STREET STREET 2: SUITE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66207 8-K 1 boardseats8k.txt BREEDEN CAPITAL REFUSES TWO BOARD SEATS. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) March 9, 2007 ----------------------------------------------- APPLEBEE'S INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) DELAWARE 000-17962 43-1461763 - ------------------------------ ---------------- ------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4551 W. 107th Street, Overland Park, Kansas 66207 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (913) 967-4000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. On March 9, 2007, Applebee's International, Inc. (the "Company") issued a press release entitled "Applebee's International Announces Breeden Capital Refuses Company's Offer of Two Board Seats." The release is attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits (d) Exhibits. The following exhibits are filed herewith: 99.1 Applebee's International Announces Breeden Capital Refuses Company's Offer of Two Board Seats. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 9, 2007 APPLEBEE'S INTERNATIONAL, INC. By: /s/ Steven K. Lumpkin ------------------------------- Steven K. Lumpkin Executive Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - -------- ------------------------------------------------------------------- 99.1 Applebee's International Announces Breeden Capital Refuses Company's Offer of Two Board Seats. 4 EX-99 3 boardseats.txt EX 99.1, BREEDEN CAPITAL REFUSES TWO SEATS PR. FOR IMMEDIATE RELEASE Investor Contact: Carol DiRaimo, (913) 967-4109 Media Contact: Laurie Ellison, (913) 967-2718 Applebee's International Announces Breeden Capital Refuses Company's Offer of Two Board Seats OVERLAND PARK, KAN., March 9, 2007 - Applebee's International, Inc. (Nasdaq:APPB) today announced that negotiations with activist hedge fund Breeden Capital have failed to produce an agreement after Breeden rejected the company's offer of two board seats. Breeden Capital, a 5-percent shareholder, is seeking four seats on the Applebee's board of directors. Applebee's said that over the past eight months, board members and company representatives have held numerous conversations with representatives of Breeden Capital, including Richard C. Breeden. The company said it continues to thoughtfully consider Breeden Capital's comments regarding its business strategies. On March 2, CEO Dave Goebel and members of the Strategy Committee of independent directors overseeing the strategic alternatives process met with Mr. Breeden and offered one of Breeden's nominees, founding partner Steven J. Quamme, an immediate seat on both the Applebee's board and the Strategy Committee of independent directors. He also was offered a seat on the company's Governance Committee. In exchange, Breeden Capital would withdraw its other nominees. The company said that Mr. Quamme, the only nominee on the Breeden slate with both restaurant industry and transaction experience, was the clear choice to add to Applebee's four highly-qualified incumbent directors who will be nominated for re-election. Unfortunately, this offer was rejected by Mr. Breeden on March 2. - more - March 9, 2007 Page 2 The Applebee's board of directors then made a second offer to Mr. Breeden on March 8. This offer was in addition to the board seat and the seat on the Strategy and Governance committees for Mr. Quamme. The board offered Breeden Capital a second, immediate seat on the company's board of directors for either of Breeden's other two nominees: Raymond G.H. Seitz or Laurence E. Harris. The board believed that offering the seats to the one member of Breeden Capital who is best qualified and to one of its independent nominees was a fair and balanced approach. In response, Mr. Breeden rejected the offer of having two of his nominees join the board amicably, apparently preferring to continue with his proxy fight. The board had planned to expand from 12 to 14 seats to accommodate these new members. "Despite our good faith attempts to reach out to Mr. Breeden and his firm throughout this process, and our offer of two immediate board seats and seats at the table of the Strategy and Governance committees, he has consistently rejected our overtures," Mr. Goebel said, "Mr. Breeden initially approached us claiming he wanted a constructive dialogue with the company and the board. It is difficult to reconcile this objective with his refusals to our proposals." Speaking on behalf of the board, Jack Helms, co-chairman of the Strategy Committee, said, "The company's first choice was to negotiate a settlement to avoid a contentious, costly and time-consuming proxy fight. Every shareholder understands that would be in the best interests of the company. While we are moving forward with our strategic review process and business plan, we continue to hope that Mr. Breeden will work with us, and not against us, in improving shareholder value." Applebee's International, Inc., headquartered in Overland Park, Kan., develops, franchises and operates restaurants under the Applebee's Neighborhood Grill & Bar brand, the largest casual dining concept in the world. As of February 25, 2007, there were 1,942 Applebee's restaurants operating system-wide in 49 states, 16 international countries, and one U.S. territory. Additional information on Applebee's International can be found at the company's website (www.applebees.com). 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 - more - March 9, 2007 Page 3 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 31, 2006, 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----