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 23, 1995
Commission File Number: 000-17962
Applebee's International, Inc.
(Exact name of registrant as specified in its
charter)
Delaware 43-1461763
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
4551 W. 107th Street, Suite 100, Overland Park, Kansas 66207
(Address of principal executive offices and zip code)
(913) 967-4000
(Registrant's telephone number, including area
code)
None
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On March 23, 1995, Applebee's International, Inc. ("AII") completed
the previously announced acquisition of Innovative Restaurant Concepts, Inc. and
its affiliates ("IRC"). IRC is the owner and operator of the Rio Bravo Cantina
chain of 13 Mexican restaurants, five of which are in Georgia, seven in Florida
and one in Tennessee. IRC also operates three other specialty restaurant
concepts, comprised of two Green Hills Grille restaurants, an upscale Rio Bravo
Cantina called the Rio Bravo Grill, and Ray's on the River.
A total of approximately 2,630,000 shares of AII Common Stock were
issued to the shareholders and limited partners of IRC, and IRC employees
exchanged pre-existing stock options for options to purchase approximately
147,000 shares of AII Common Stock. 7.5% of such shares and options were placed
in escrow to address potential adjustments during the escrow period that will
end December 23, 1995. In addition, AII assumed $13.7 million of IRC
indebtedness. The transaction is being accounted for as a pooling of interests.
Merger costs, which are estimated to approximate $1,700,000, will be expensed in
the first quarter of 1995.
IRC reported sales of $54.0 million in fiscal 1994, including $38.5
million from the 12 Rio Bravo Cantinas which were open at the end of 1994. Sales
contribution in fiscal 1994 from Ray's on the River was $5.5 million, while the
two Green Hills Grille restaurants and Rio Bravo Grill contributed $5.8 million
and $2.6 million, respectively. Average annual per restaurant sales for the Rio
Bravo Cantinas which were open for the full year of 1994 were approximately $3.8
million and comparable restaurant sales for fiscal 1994 increased 9.5% in
comparison to fiscal 1993 (comparable restaurant sales are computed by comparing
restaurants that have been open 18 months or more). In addition, the Rio Bravo
Cantina concept reported food sales of 68.4% of total sales for fiscal 1994.
IRC reported overall restaurant operating margins of 15.0% for fiscal
1994, and restaurant operating margins for the Rio Bravo Cantinas (excluding the
three specialty concepts) of 17.0% for fiscal 1994.
In conjunction with the acquisition, Philip J. Hickey continues in
his position as President of Rio Bravo, and Raymond D. Schoenbaum, Chairman and
founder of Rio Bravo, became a consultant to AII and a member of its Board of
Directors.
The consideration paid by AII for the acquisition was determined
pursuant to arm's length negotiations between the parties and all consideration
(other than fractional shares) was paid in the form of newly issued shares of
AII Common Stock or options to purchase AII Common Stock.
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Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements
The financial statements required by Item 7(a) and (b) were
filed as a part of the Registration Statement of Applebee's International, Inc.
on Form S-4, Registration No. 33-87590, filed December 20, 1994, and are
incorporated herein.
(c) Exhibits
10.1 Agreement and Plan of Merger dated October 14, 1994
by and among Applebee's International, Inc., IRC
Acquisition Corp., Innovative Restaurant Concepts,
Inc., and certain stockholders of Innovative
Restaurant Concepts, Inc. (incorporated by reference
to Exhibit 2.1 to the Registration Statement of
Applebee's International, Inc. on Form S-4 filed
December 20, 1994).
10.2 Acquisition Agreement dated October 14, 1994 by and
among Applebee's International, Inc., IRC Acquisition
Corp., Innovative Restaurant Concepts, Inc., and Rio
Real Estate, L.P. (incorporated by reference to
Exhibit 2.1 to the Registration Statement of
Applebee's International, Inc. on Form S-4 filed
December 20, 1994).
10.3 Acquisition Agreement dated October 14, 1994 by and
among Applebee's International, Inc., IRC Acquisition
Corp., Innovative Restaurant Concepts, Inc., CG
Restaurant Partners, Ltd., and Cobb/Gwinnett Rio,
Ltd. (incorporated by reference to Exhibit 2.3 to the
Registration Statement of Applebee's International,
Inc. on Form S-4 filed December 20, 1994).
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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, thereunto duly authorized.
APPLEBEE'S INTERNATIONAL, INC.
(Registrant)
Date: April 4, 1995 By: /s/ George D. Shadid
George D. Shadid
Executive Vice President and
Chief Financial Officer
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