As filed with the Securities and Exchange Commission on September 6, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Applebee's International, Inc.
(Exact name of registrant as specified in its charter)
4551 West 107th Street
Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive offices)
Delaware 43-1461763
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Abe J. Gustin, Jr.
Chief Executive Officer
4551 West 107th Street
Suite 100
Overland Park, Kansas 66207
(913) 967-4000
(Name, address, including zip code,
and telephone number,
including area code, of agent
for service of process)
Copies to:
Shari L. Wright, Esq.
Blackwell Sanders Matheny Weary & Lombardi L.C.
2300 Main Street, Suite 1100
Kansas City, MO 64108
(816) 274-6800
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities being offered only in connection
with dividend or interest reinvestment plans, check the following box: |X|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Class Amount Proposed Proposed Amount of
of Securities To Be Maximum Maximum Registration
To Be Registered Registered (1) Offering Price Aggregate Fee (1)
Per Unit (2) Offering Price (3)
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share 31,000 Shares $29.5625 $916,437.50 $316.01
<FN>
(1) The 31,000 shares being registered with this Registration Statement are
in addition to the 824,000 shares registered with Registration
Statement No. 33-59421. A filing fee associated with such securities in
the amount of $7,281.03 was previously paid by the Company.
(2) Based on 1/29 of 1% of the average of the high and low sales price of
the Common Stock as reported on the Nasdaq Stock Market on September 1,
1995 pursuant to Rule 457(c) and (h).
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
</FN>
</TABLE>
-------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
Pursuant to Rule 429, the combined Prospectus includes 824,000 shares
registered with Registration Statement No. 33-59421.
<PAGE>
PROSPECTUS
855,000 Shares
APPLEBEE'S INTERNATIONAL, INC.
Common Stock
(par value $.01 per share)
The 855,000 shares (the "Shares") of common stock, $.01 par value per
share (the "Common Stock"), of Applebee's International, Inc. (the "Company")
offered hereby will be sold by certain Selling Stockholders of the Company from
time to time on the Nasdaq Stock Market in brokers' transactions, negotiated
transactions or otherwise at prices current at the time of sale. See "Plan of
Distribution." The Company will not receive any proceeds from the sale of Shares
by the Selling Stockholders. See "Selling Stockholders." As of September 6,
1995, the Selling Stockholders have sold 183,500 shares pursuant to this
Prospectus.
The Common Stock is listed on the Nasdaq Stock Market under the symbol
"APPB." On September 1, 1995, the closing sale price of the Common Stock was
$29.375.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
Underwriting Discounts Proceeds to
Price to Public (1) and Commissions Selling Stockholders (2)
<S> <C> <C> <C>
Per Share $(1) N/A $(1)
Total $(1) N/A $(1)
<FN>
(1) The Shares will be sold based on the market price of the Common Stock
from time to time. Based on the closing sale price of the Common Stock
as listed on the Nasdaq Stock Market on September 1, 1995 of $29.375,
the Per Share Price to Public, Total Price to Public, Per Share
Proceeds to Selling Stockholders and Total Proceeds to Selling
Stockholders would be $29.375, $25,115,625, $29.375 and $25,115,625
respectively.
(2) Before deducting certain brokerage or similar expenses of this offering
which may be payable by the Selling Stockholders. The Company is paying
the costs of preparing and filing the Registration Statement of which
this Prospectus is a part, which are estimated to be $52,000.
</FN>
</TABLE>
This Prospectus is to be used only by the Selling Stockholders solely
in connection with sales of the Shares from time to time.
The date of this Prospectus is __________, 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information may be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the Commission located at Seven World Trade Center, New
York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such material can also be
obtained from the Commission at prescribed rates by addressing written requests
for such copies to the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other
information can also be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock being offered
in this Prospectus. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all of the information set forth in the
Registration Statement and in the exhibits and schedules thereto to which
reference is hereby made. For further information regarding the Company and the
Common Stock, reference is hereby made to the Registration Statement and to the
exhibits and schedules filed as a part thereof. Statements made in this
Prospectus as to the contents of any contract, agreement or other document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is hereby made to the exhibit for a more complete description of the
matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement and the exhibits thereto
may be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates.
INCORPORATION BY REFERENCE
The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company are hereby incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 25, 1994 (except for the consolidated financial statements which have
been superseded by the consolidated financial statements included in the
Company's Current Report on Form 8-K dated September 6, 1995).
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 26, 1995 and June 25, 1995.
3. The Company's Current Reports on Form 8-K dated December 8, 1994,
March 1, 1995, March 23, 1995, May 15, 1995 (except for the consolidated
financial statements which have been superseded by the consolidated financial
statements included in the Company's Current Report on Form 8-K dated September
6, 1995), and September 6, 1995.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A effective September 27, 1989.
5. The description of the Company's Rights to purchase Series A
Participating Cumulative Preferred Stock contained in the Company's Registration
Statement on Form 8-A dated September 12, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares offered hereby shall be deemed to
be incorporated by reference in this Prospectus and to be made a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents. Such requests should be directed to the
Company, 4551 West 107th Street, Suite 100, Overland Park, Kansas 66207,
Attention: Robert T. Steinkamp, Secretary, telephone (913) 967-4000.
THE COMPANY
The principal executive offices of the Company are located at 4551 West
107th Street, Suite 100, Overland Park, Kansas 66207, and its telephone number
is (913) 967-4000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
by the Selling Stockholders.
SELLING STOCKHOLDERS
<TABLE>
<CAPTION>
Shares Beneficially Shares Shares Beneficially
Owned Prior to Offering Being Owned After Offering
Name Number Percent Offered Number Percent
- ---- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Burton M. Sack(1) 1,398,439 4.5% 67,500 1,330,939 4.3%
Sack Family Partners, LP(2) 381,000 1.2% 20,000 361,000 1.2%
Richard J. Ferris(3) 296,000 1.0% 140,000 156,000 *
Ridge Partners, LP 429,000 1.4% 429,000 -0- ---
Burton M. Sack as Trustee
for Brian M. Sack 100,000 * 5,000 95,000 *
Burton M. Sack as Trustee
for David A. Sack 103,350 * 5,000 98,350 *
Burton M. Sack as Trustee
for Scott A. Sack 109,500 * 5,000 104,500 *
2,817,289 671,500 2,145,789
- ----------
<FN>
* Less than one percent
(1) Mr. Sack may be deemed the beneficial owner of the Shares held as
trustee for Brian M. Sack, David A. Sack and Scott A. Sack, and the
Shares held by Sack Family Partners, LP. Mr. Sack has sold 82,500
shares pursuant to this Prospectus, and 100,000 shares as a selling
stockholder in an underwritten offering of the Company. See "Material
Changes."
(2) The Sack Family Partners, LP sold 15,000 shares as a selling
stockholder in an underwritten offering of the Company. See "Material
Changes."
(3) Mr. Ferris may be deemed the beneficial owner of the Shares held by
Ridge Partners, LP. Mr. Ferris has sold 101,000 shares pursuant to this
Prospectus, and 230,000 shares as a selling stockholder in an
underwritten offering of the Company. See "Material Changes."
</FN>
</TABLE>
The Selling Stockholders were owners of an entity which was a
franchisee of the Company and which merged with and into the Company in a
transaction completed in October, 1994. In connection with the completion of the
transaction, Mr. Sack became a director and an Executive Vice President of the
Company, and entered into a one year employment contract with the Company.
3
<PAGE>
PLAN OF DISTRIBUTION
The 855,000 Shares offered hereby by the Selling Stockholders were
issued in an October 1994 private placement. This Registration Statement is
being filed by, and at the expense of the Company pursuant to obligations
contained in a Registration Rights Agreement between the Company and the Selling
Stockholders.
The Selling Stockholders may sell the Shares of the Company covered by
this Prospectus to the public in the over-the-counter market or in negotiated
transactions, or otherwise, at prices and on terms then obtainable.
Broker-dealers either may act as agents for the Selling Stockholders for such
commissions as may be agreed upon at the time, or may purchase any of the Shares
covered hereby as principals and thereafter may sell such Shares from time to
time in the over-the-counter market or in negotiated transactions, or otherwise,
at prices and on terms then obtainable. Such sales may be effectuated at any
time or from time to time, so long as the Registration Statement, of which this
Prospectus is a part, is effective.
As a director and executive officer of the Company, Mr. Sack may be
required to sell the Shares beneficially owned by him only during certain
"window" periods set forth in the Company's policy relating to transactions in
its securities by its employees and directors. Typically, these periods are 20
business days beginning two business days following the publication of the
Company's quarterly or year-end financial results. In addition, directors may
not trade even during the window period if they are in possession of inside
information.
MATERIAL CHANGES
In March 1995, the Company completed a material acquisition which was
accounted for by the pooling of interests method of accounting. Accordingly, the
Company has incorporated by reference herein consolidated financial statements
giving retroactive effect to such acquisition.
On August 2, 1995, the Company consummated a public offering whereby it
sold 2,100,000 shares of common stock at a price to the public of $26.50 per
share. In that offering, Mr. Ferris and Mr. Sack, as selling stockholders, sold
200,000 and 100,000 shares respectively. On August 14, 1995, the Company
consummated the exercise of the underwriters' overallotment option and an
additional 360,000 shares were sold, 315,000 shares by the Company, 15,000
shares by Sack Family Partners, LP, and 30,000 shares by Mr. Ferris.
The Registration Rights Agreement which required the Company to
register the Shares hereunder was amended to allow the sale of 1,200,000 shares,
less any shares sold in the Company's underwritten offering and shares
previously sold under this Prospectus. After the sale of the 345,000 shares in
the underwritten offering (including the 45,000 shares sold subject to the
overallotment option), and after the sale of 183,500 shares pursuant to this
Prospectus, 671,500 shares remain eligible for sale pursuant to this Prospectus.
In the amendment to the Registration Rights Agreement, Mr. Ferris
agreed to refrain from making sales pursuant to this Prospectus or otherwise
until the earlier of 45 days after the consummation of the Company's public
offering (on August 2, 1995), or October 31, 1995. Mr. Sack, as a director of
the Company, must refrain from making sales for a period of 90 days subsequent
to July 28, 1995, the date of the execution of the purchase agreement with the
underwriters. The Company has agreed to maintain the effectiveness of this
Prospectus until 105 days after the expiration of Mr. Ferris' lockup.
4
<PAGE>
EXPERTS
The consolidated financial statements of Applebee's International, Inc.
and subsidiaries (the "Company"), except for Pub Ventures of New England, Inc.
("PVNE") for the fiscal years ended December 31, 1993 and 1992 and Innovative
Restaurant Concepts, Inc. and subsidiaries, Cobb/Gwinnett Rio, Ltd., Rio Real
Estate, L.P. and CG Restaurant Partners, Ltd. ("IRC"), which are incorporated by
reference in this Registration Statement have been audited by Deloitte & Touche
LLP, as stated in their report which is incorporated by reference herein. The
financial statements of PVNE for the year ended December 31, 1993 (consolidated
with those of the Company) have been audited by Coopers & Lybrand L.L.P., and
the financial statements of PVNE for the year ended December 31, 1992
(consolidated with those of the Company) have been audited by Kennedy & Lehan,
P.C., as stated in their reports which are incorporated by reference herein. The
combined financial statements of IRC as of December 25, 1994 and December 26,
1993 and for each of the three years in the period ended December 25, 1994
(consolidated with those of the Company and incorporated by reference herein)
have been audited by Arthur Andersen LLP, as stated in their report which is
incorporated by reference herein. Such financial statements of the Company
(which include PVNE for the fiscal years ended December 31, 1993 and 1992 and
IRC for the fiscal years ended December 25, 1994, December 26, 1993 and December
27, 1992), and such separate combined financial statements of IRC are
incorporated by reference herein in reliance upon the respective reports of such
firms given upon their authority as experts in accounting and auditing. All of
the foregoing are independent auditors.
LEGAL OPINION
The validity of the Common Stock offered hereby will be passed upon for
the Company by Robert T. Steinkamp, counsel to the Company.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Securities and Exchange Commission Registration Fee ........$ 316*
Accounting Fees and Expenses................................. 15,000
Legal Fees and Expense....................................... 10,000
Miscellaneous Expenses....................................... 684
-------
Total $26,000
- --------
* Except for the Securities and Exchange Commission Registration Fee, all fees
are estimated. All expenses listed will be paid by the Company. The Selling
Stockholders may incur certain brokerage or similar expenses in connection with
the distribution of the Shares.
Item 15. Indemnification of Directors and Officers.
The Company has entered into indemnification agreements with certain
officers and directors of the Company. Under these agreements, the Company
agrees to hold harmless and indemnify each indemnitee generally to the full
extent permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL") and against any and all liabilities, expenses, judgments, fines,
penalties and costs in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative to which the indemnitee is made a party by reason of the fact that
the indemnitee has, is or at the time becomes a director or officer of the
Company or any other entity at the request of the Company. The indemnity does
not cover liability arising out of fraudulent acts, deliberate dishonesty or
willful misconduct, violations of certain securities laws, or if a court
determines that such indemnification is not lawful.
Section IX of the Bylaws of the Company provides for the
indemnification of officers and directors of the Company generally to the extent
permitted by Section 145 of the DGCL, including liabilities arising under the
securities laws. Section 145 permits a corporation to indemnify certain persons,
including officers and directors, who are (or are threatened to be made) parties
to any threatened, pending or completed legal action (whether civil, criminal,
administrative or investigative) for reason of their being officers or
directors. The indemnity may include expenses, attorneys' fees, judgments, fines
and reasonably incurred costs of settlement, provided the officer and director
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest; and, in the case of criminal
proceedings, he had no reasonable cause to believe that his conduct was illegal.
The corporation may indemnify officers and directors in derivative actions (in
which suit is brought by a shareholder on behalf of the corporation) under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is judged liable for negligence or
misconduct in the performance of his duty to the corporation. If the officer or
director is successful on the merits or otherwise in defense of any action
referred to above, the corporation must indemnify him against the expenses and
attorneys' fees he actually and reasonably incurred.
The Company has obtained liability insurance coverage for its officers
and directors with respect to actions arising out of the performance of such
officer's or director's duty in his or her capacity as such.
Item 16. Exhibits
4.1 Shareholder Rights Plan contained in Rights Agreement
dated as of September 7, 1994, between Applebee's
International, Inc. and Chemical Bank, as Rights
Agent (incorporated by reference to Exhibit 4.1 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994).
4.2 Certificate of Voting Powers, Designations,
Preferences and Relative Participating, Optional and
Other Special Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of
Applebee's International, Inc. (incorporated by
reference to Exhibit 4.2 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994).
5 Opinion of Robert T. Steinkamp, counsel to the
Company
23.1 Consent of Robert T. Steinkamp (included as part of
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Kennedy & Lehan P.C.
24 See Page II-3 of Registration Statement for power of
attorney
<PAGE>
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement, unless the
information required to be included in such
post-effective amendment is contained in a periodic
report filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934,
and herein incorporated by reference; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)-(g) Not Applicable
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described in Item 15 above, or otherwise, the
registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by
a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding)
is asserted against the registrant by such director, officer
or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
(i)-(j) Not Applicable
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Overland Park, State of Kansas, on September 6, 1995.
APPLEBEE'S INTERNATIONAL, INC.
By:/s/ Abe J. Gustin, Jr.
Abe J. Gustin, Jr.
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN TO ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Abe J. Gustin, Jr. and Robert T.
Steinkamp, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and re-substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact or his substitute or substitutes, may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Abe J. Gustin, Jr. Chairman of the Board, September 6, 1995
Abe J. Gustin, Jr. Chief Executive
Officer and Director
(Principal Executive Officer)
/s/ George D. Shadid Executive Vice President and September 6, 1995
George D. Shadid Chief Financial Officer
(Principal Financial Officer)
/s/ David R. Smith Vice President and Controller September 6, 1995
David R. Smith (Principal Accounting Officer)
/s/ D. Patrick Curran Director September 6, 1995
D. Patrick Curran
/s/ Eric L. Hansen Director September 6, 1995
Eric L. Hansen
/s/ Kenneth D. Hill Director September 6, 1995
Kenneth D. Hill
/s/ Jack P. Helms Director September 6, 1995
Jack P. Helms
/s/ Lloyd L. Hill Director September 6, 1995
Lloyd L. Hill
/s/ Robert A. Martin Director September 6, 1995
Robert A. Martin
/s/ Johyne H. Reck Director September 6, 1995
Johyne H. Reck
/s/ Burton M. Sack Director September 6, 1995
Burton M. Sack
/s/ Raymond D. Schoenbaum Director September 6, 1995
Raymond D. Schoenbaum
II-3
<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
4.1 Shareholder Rights Plan contained in Rights Agreement
dated as of September 7, 1994, between Applebee's
International, Inc. and Chemical Bank, as Rights
Agent (incorporated by reference to Exhibit 4.1 of
the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994).
4.2 Certificate of Voting Powers, Designations,
Preferences and Relative Participating, Optional and
Other Special Rights and Qualifications of Series A
Participating Cumulative Preferred Stock of
Applebee's International, Inc. (incorporated by
reference to Exhibit 4.2 of the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994).
5 Opinion of Robert T. Steinkamp, counsel to the
Company
23.1 Consent of Robert T. Steinkamp (included as part of
Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Coopers & Lybrand L.L.P.
23.5 Consent of Kennedy & Lehan P.C.
24 See Page II-3 of Registration Statement for power of
attorney
EXHIBIT 5
September 6, 1995
Applebee's International, Inc.
4551 West 107th Street
Overland Park, Kansas 66207
Ladies and Gentlemen:
I have acted as counsel to Applebee's International, Inc. (the
"Company"), a Delaware corporation, in connection with the offering of up to
31,000 shares of the common stock, $.01 par value, of the Company (the "Common
Stock") by certain selling stockholders of the Company pursuant to a
registration statement on Form S-3 filed under the Securities Act of 1933, as
amended (the "Registration Statement"), relating to the Common Stock.
In the connection with the foregoing, I have examined such documents,
corporate and other records and such questions of law as I deemed appropriate
for the purpose of the opinion expressed herein. On the basis of such
examination I am of the opinion that the shares of Common Stock are legally
issued, fully paid and nonassessable shares of the Company.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me, in my capacity as General
Counsel of the Company, under the caption "Legal Opinion" in the prospectus
constituting a part of the Registration Statement.
Very truly yours,
Robert T. Steinkamp
Vice President, Secretary
and General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Applebee's International, Inc. on Form S-3 of our report dated May 15, 1995,
appearing in Form 8-K of Applebee's International, Inc. dated September 6, 1995,
and to the reference to us under the heading "Experts" in such Registration
Statement.
DELOITTE & TOUCHE LLP
Kansas City, Missouri
September 6, 1995
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated March 22, 1995
included in Form 8-K (Registration File No. 000-17962) of Applebee's
International, Inc. and to all references to our Firm included in this
Registration Statement.
Arthur Andersen LLP
Atlanta, Georgia
September 6, 1995
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Applebee's International, Inc. on Form S-3 of our report dated January 29, 1994,
appearing in Form 8-K of Applebee's International, Inc. dated September 6, 1995,
(related to the financial statements of Pub Ventures of New England, Inc. as of
December 31, 1993, and for the year then ended, not presented separately
therein). We also consent to the reference to us under the heading "Experts" in
this Registration Statement.
Coopers & Lybrand L.L.P
Boston, Massachusetts
September 6, 1995
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Applebee's International, Inc. on Form S-3 of our report dated January 28, 1993,
appearing in Form 8-K of Applebee's International, Inc. dated September 6, 1995,
(related to the financial statements of Pub Ventures of New England, Inc. as of
December 31, 1992, and for the year then ended, not presented separately
therein). We also consent to the reference to us under the heading "Experts" in
this Registration Statement.
Kennedy & Lehan, P.C.
Quincy, Massachusetts
September 6, 1995
