8-K

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                                  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): July 16, 2007

                         Applebee's International, Inc.
             (Exact name of registrant as specified in its charter)

         Delaware                    000-17962                43-1461763

  (State of Incorporation)    (Commission File Number)      (IRS Employer
                                                         Identification Number)

       4551 W. 107th Street, Overland Park, Kansas               66207
        (Address of principal executive offices)              (Zip code)


       Registrant's telephone number, including area code: (913) 967-4000

     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
|X|    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_|    Pre-commencement communications pursuant to Rule 14d-2(b) under the
       ExchangeAct
|_|    Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act


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Item 8.01  Other Events.

     On July 16, 2007, Applebee's International, Inc. ("Applebee's") issued a
joint press release with IHOP Corp. ("IHOP") announcing a definitive agreement
under which IHOP will acquire Applebee's for $25.50 per share in cash. The press
release is attached as Exhibit 99.1 hereto and incorporated herein by reference.


Item 9.01. Financial Statements and Exhibits

(c)  Exhibits

  Exhibit
    No.        Description
- --------------------------------------------------------------------------------

 99.1          Press release dated July 16, 2007.


                                       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.

                                       APPLEBEE'S INTERNATIONAL, INC.

Date:  July 16, 2007                     By:
                                              /s/ Rebecca Tilden
                                            ------------------------------------
                                              Name:  Rebecca Tilden
                                              Title: Executive Vice President
                                                     and General Counsel


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EX-99.1

                                                                    Exhibit 99.1

IHOP Corp. to Acquire Applebee's International, Inc. for $25.50 Per Share
                      in an All-Cash Transaction

     Combination Brings Together Two Leading Restaurant Brands and
    Creates Significant Opportunities to Generate Shareholder Value


    GLENDALE, Calif. & OVERLAND PARK, Kan.--(BUSINESS WIRE)--July 16,
2007--IHOP Corp. (NYSE: IHP) and Applebee's International, Inc.
(NASDAQ: APPB), today jointly announced a definitive agreement under
which IHOP Corp. ("IHOP") will acquire Applebee's International, Inc.
("Applebee's") for $25.50 per share in cash, representing a total
transaction value of approximately $2.1 billion.

    Over the last five years, IHOP has successfully re-energized its
nearly 50-year old brand while transforming itself into a pure-play
franchisor with more than 99% of its 1,319 restaurant system owned and
operated by franchisees. IHOP believes that it can employ similar
strategies to transform and re-energize Applebee's. IHOP intends to
franchise a substantial majority of Applebee's 508 company-operated
restaurants and expects to realize significant cost savings as a
result. Additionally, management will focus on driving marketing and
operational improvements aimed at re-energizing Applebee's system
performance. These changes are expected to result in significant and
increasing cash flow over time, which will be used to initially reduce
debt incurred in connection with the acquisition. Once debt levels are
reduced, IHOP intends to return to its long-term commitment of
returning cash to its shareholders through share repurchases. At
present, IHOP expects to continue quarterly dividend payments at the
discretion of its Board of Directors.

    IHOP Chairman and Chief Executive Officer Julia Stewart, who will
lead the management team of the combined Company, said, "Over the past
year and a half, we have been evaluating alternatives that would allow
us to leverage IHOP's proven competencies in order to create
additional long-term value for shareholders, including a potential
acquisition. Applebee's meets all of our acquisition criteria and we
expect the combination to generate significant additional value for
our shareholders."

    Added Ms. Stewart, "We look forward to applying the same focus and
discipline to Applebee's that we have employed at IHOP over the last
several years. We have successfully restructured our own company, and
in the process, re-energized our brand, improved our operational
performance and maximized the development of franchise restaurants."

    "This transaction represents the culmination of a comprehensive
strategic alternatives process led by the Strategy Committee of our
Board of Directors to identify the best alternative to create value
for Applebee's shareholders," said Dave Goebel, President and Chief
Executive Officer of Applebee's International. "We believe the
combined Company, and the strength of the two brands, will drive
significant value creation. Our management team looks forward to
working with the IHOP management team during the transition period."

    The transaction is expected to result in earnings accretion,
exclusive of one-time transaction-related charges, in 2008 and beyond.
The acquisition of Applebee's is also expected to substantially
enhance IHOP's cash generating profile. Following the closing of the
transaction, IHOP intends to utilize cash to reduce debt to a
specified level and thereafter return cash to shareholders. The
following initiatives are expected to generate increased cash flow in
the combined entity:

    --  Franchising the majority of Applebee's 508 company-owned and
        operated restaurants;

    --  Reducing related General & Administrative expenses as those
        restaurants are franchised;

    --  Selling Applebee's-owned real estate and executing related
        leasebacks;

    --  Reducing capital expenditures as Applebee's is transitioned
        quickly out of its more capital intensive company operations
        model; and

    --  Re-energizing Applebee's brand, driving same-store sales
        performance and improving the system's operational performance
        and profitability.

    Financing

    IHOP intends to finance the all-cash transaction through a whole
business securitization backed by Applebee's assets and additional
borrowings under IHOP's securitization structure. IHOP has secured a
bridge facility commitment to fund the transaction pending the
completion of both securitizations. In addition, upon the closing of
the acquisition, IHOP will issue new preferred stock via already
committed private placements.

    The all-cash transaction, which is expected to close in the fourth
quarter of 2007, is subject to the approval of Applebee's
shareholders, customary closing conditions and regulatory approvals.

    Advisors

    Greenhill & Co., LLC acted as financial advisor, and Skadden,
Arps, Slate, Meagher & Flom LLP acted as legal advisor to IHOP in
connection with this transaction. Banc of America Securities LLC
served as financial advisor to Applebee's and Citi served as financial
advisor to its Strategy Committee during the review of strategic
alternatives. Cravath, Swaine & Moore LLP, New York, Simpson Thacher
and Bartlett LLP, New York, and Blackwell Sanders LLP, Kansas City,
acted as legal advisors to Applebee's. Lehman Brothers is acting as
sole structuring advisor and sole underwriter in connection with the
Applebee's and IHOP securitizations and is providing the bridge
facility to IHOP, if required.

    For more information on the transaction, visit
www.ihopapplebeesacquisition.com.

    Conference Call Today

    IHOP will host an investor conference call to discuss today's
announcement at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time). To
participate on the call, please dial 800-798-2801 and reference pass
code 67127217. A live webcast of the call will be available on IHOP's
website at www.ihop.com, and may be accessed by visiting Conference
Calls & Presentations under the site's Investor Information section.
Participants should allow approximately ten minutes prior to the
call's start time to visit the site and download any streaming media
software needed to listen to the webcast.

    A telephonic replay of the call may be accessed through July 23,
2007 by dialing 888-286-8010 and referencing pass code 73388672. An
online archive of the webcast will also be available on the Investor
Information section of IHOP's Web site.

    About IHOP Corp.

    The IHOP family restaurant chain has been serving a wide variety
of breakfast, lunch and dinner selections for more than 45 years.
Offering 14 types of pancakes as well as omelettes, breakfast
specialties, burgers, sandwiches, salads, chicken and steaks, IHOP's
diverse menu appeals to people of all ages. IHOP restaurants are
franchised and operated by Glendale, California-based IHOP Corp. As of
June 30, 2007, the end of IHOP's second quarter, there were 1,319 IHOP
restaurants in 49 states, Canada, Mexico and the U.S. Virgin Islands.
IHOP Corp. common stock is listed and traded on the NYSE under the
symbol "IHP." For more information, call the Company's headquarters at
(818) 240-6055 or visit the Company's Web site at www.ihop.com.

    About Applebee's International, Inc.

    Applebee's International, Inc., headquartered in Overland Park,
Kansas, develops, franchises and operates restaurants under the
Applebee's Neighborhood Grill & Bar brand, the largest casual dining
concept in the world. As of July 1, 2007, there were 1,943 Applebee's
restaurants operating system-wide in 49 states, 16 international
countries, and one U.S. territory, of which 508 were company-owned.
Additional information on Applebee's International can be found at the
company's website (www.applebees.com).

    Forward-Looking Statements

    There are forward-looking statements contained in this news
release. They use such words as "may," "will," "expect," "believe,"
"plan," or other similar terminology, and include statements regarding
the timing and certainty of closing the transaction, strategic and
financial benefits of the transaction, statements of Julia Stewart and
Dave Goebel, expectations regarding accretion, integration and cost
savings, and other financial guidance. These statements involve known
and unknown risks, uncertainties and other factors, which may cause
the actual results to be materially different than those expressed or
implied in such statements. These factors include, but are not limited
to: the implementation of IHOP's strategic growth plan; the
availability of suitable locations and terms for the sites designated
for development; the ability of franchise developers to fulfill their
commitments to build new restaurants in the numbers and time frames
covered by their development agreements; legislation and government
regulation including the ability to obtain satisfactory regulatory
approvals; uncertainty as to whether the transaction will be
completed; the failure to obtain the approval of Applebee's
stockholders; the inability to obtain, or meet conditions imposed for,
applicable regulatory requirements relating to the transaction; the
failure of either party to meet the closing conditions set forth in
the definitive agreement; IHOP's failure to obtain financing for the
transaction on satisfactory terms or at all; risks associated with
successfully integrating IHOP and Applebee's; risks associated with
executing IHOP's strategic plan for Applebee's; risks associated with
IHOP's incurrence of significant indebtedness to finance the
acquisition; the failure to realize the synergies and other perceived
advantages resulting from the transaction; costs and potential
litigation associated with the transaction; the ability to retain key
personnel both before and after the transaction; conditions beyond
IHOP's control such as weather, natural disasters, disease outbreaks,
epidemics or pandemics impacting IHOP's customers or food supplies or
acts of war or terrorism; availability and cost of materials and
labor; cost and availability of capital; competition; continuing
acceptance of the IHOP, International House of Pancakes and Applebee's
brands and concepts by guests and franchisees; IHOP's and Applebee's
overall marketing, operational and financial performance; economic and
political conditions; adoption of new, or changes in, accounting
policies and practices; and other factors discussed from time to time
in IHOP's and Applebee's news releases, public statements and/or
filings with the Securities and Exchange Commission, especially the
"Risk Factors" sections of IHOP's and Applebee's Annual and Quarterly
Reports on Forms 10-K and 10-Q. Forward-looking information is
provided by IHOP Corp. pursuant to the safe harbor established under
the Private Securities Litigation Reform Act of 1995 and should be
evaluated in the context of these factors. In addition, IHOP disclaims
any intent or obligation to update these forward-looking statements.

    Additional Information and Where to Find It

    In connection with the proposed transaction, IHOP Corp. and
Applebee's International will be filing documents with the Securities
and Exchange Commission (the "SEC"), and Applebee's intends to file a
related preliminary and definitive proxy statement. Investors and
security holders are urged to read the related preliminary and
definitive proxy when it becomes available because it will contain
important information about the proposed transaction. Investors and
security holders may obtain free copies of these documents (when they
are available) and other documents filed with the SEC at the SEC's web
site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by IHOP Corp.
by contacting IHOP Investor Relations at 818-240-6055. Investors and
security holders may obtain free copies of the documents filed with
the SEC by Applebee's by contacting Applebee's Investor Relations at
913-967-4000. In addition, you may also find information about the
merger transaction at www.ihopapplebeesacquisition.com.

    Applebee's and their directors and executive officers may be
deemed participants in the solicitation of proxies from the
stockholders of Applebee's in connection with the proposed
transaction. Information regarding the special interests of these
directors and executive officers in the proposed transaction will be
included in the proxy statement of Applebee's described above.
Additional information regarding the directors and executive officers
of Applebee's is also included in Applebee's proxy statement for its
2007 Annual Meeting of Stockholders, which was filed with the SEC on
April 9, 2007, and the supplemental proxy statement filed on May 1,
2007. These documents are available free of charge at the SEC's web
site at www.sec.gov and from Investor Relations at IHOP and Applebee's
as described above.

    CONTACT: IHOP Corp.
             Investors:
             Stacy Roughan, 818-637-3632
             or
             Media:
             Sard Verbinnen
             Paul Kranhold/Wendy Fraser, 415-618-8750
             or
             Applebee's International, Inc.
             Investors:
             Carol DiRaimo, 913-967-4109