PROSPECTUS
Filed Pursuant to Rule 424(b)(3)
Registration Number 33-62419
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 June 19, 1996,
the Selling Stockholders have sold 775,200 shares pursuant to this Prospectus.
The Common Stock is listed on the Nasdaq Stock Market under the symbol
"APPB." On June 18, 1996, the closing sale price of the Common Stock was
$30.875.
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 June 18, 1996 of $30.875, the Per Share Price
to Public, Total Price to Public, Per Share Proceeds to Selling
Stockholders and Total Proceeds to Selling Stockholders would be $30.875,
$26,398,125, $30.875 and $26,398,125 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 June 19, 1996.
<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 31, 1995.
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996.
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A effective September 27, 1989.
4. 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.
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<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) 1,381,689 4.4% 50,750 1,330,939 4.3%
Sack Family Partners, LP(2) 364,250 1.2% 3,250 361,000 1.2%
Richard J. Ferris(3) 181,800 1.0% 25,800 156,000 *
Ridge Partners, LP (4) -0- --- -0- -0- ---
Burton M. Sack as Trustee
for Brian M. Sack (1) 95,000 * -0- 95,000 *
Burton M. Sack as Trustee
for David A. Sack (1) 98,350 * -0- 98,350 *
Burton M. Sack as Trustee
for Scott A. Sack (1) 104,500 * -0- 104,500 *
2,225,589 79,800 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 99,250 shares pursuant to this
Prospectus, and 100,000 shares as a selling stockholder in an underwritten
offering of the Company. The trusts for Brian M. Sack, David A. Sack and
Scott A. Sack have each sold 5,000 shares pursuant to this Prospectus. See
"Material Changes."
(2) The Sack Family Partners, LP has sold 16,750 shares pursuant to this
Prospectus and 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 241,000 shares pursuant to this
Prospectus, and 230,000 shares as a selling stockholder in an underwritten
offering of the Company. See "Material Changes."
(4) Ridge Partners, LP has sold 403,200 shares pursuant to this Prospectus.
</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.
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<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
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 775,200 shares pursuant to this Prospectus, 79,800 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.
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<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 year ended December 31, 1993 and Innovative Restaurant
Concepts, Inc. and subsidiaries, Cobb/Gwinnett Rio, Ltd., Rio Real Estate, L.P.
and CG Restaurant Partners, Ltd. ("IRC") for the fiscal years ended December 25,
1994 and December 26, 1993, 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., as stated in their
report which is incorporated by reference herein. The combined financial
statements of IRC as of December 25, 1994 and December 26, 1993 and for each of
the two 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 year ended December 31, 1993 and IRC for the fiscal years ended December
25, 1994 and December 26, 1993), 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.
