SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
APPLEBEE'S INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
037899 10 1
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(CUSIP Number)
Raymond D. Schoenbaum, Just Having Fun Restaurants, Inc.
1640 Powers Ferry Road, Bldg. 2 Ste. 300
Marietta, GA 30067-9400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
3/7/97
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(Date of Event which Required Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 037899 10 1 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raymond D. Schoenbaum (###-##-####)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,175,759
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,175,759
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,175,759
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
Name: Raymond D. Schoenbaum
SS# ###-##-####
ITEM 1. Security and Issuer.
This statement relates to shares of common stock, $.01 par value per
share ("Common Stock") of Applebee's International, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the
Issuer are located at 4551 W. 107th Street, Suite 100, Overland Park,
KS 66207.
ITEM 2. Identity and Background.
This statement is being filed by Raymond D. Schoenbaum ("Schoenbaum" or
"Reporting Person"). Schoenbaum's principal business address is Just
Having Fun Restaurants, Inc., 1640 Powers Ferry Road, Building 2, Suite
300, Marietta, Georgia 30067-9400. Schoenbaum is a Director of the
Issuer.
During the last five (5) years, Schoenbaum has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five (5) years, Schoenbaum was not a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect
to such laws.
Schoenbaum is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The 1,175,759 shares of Common Stock reported as beneficially owned by
Schoenbaum include the following:
(i) 1,040,351 shares directly owned by Schoenbaum;
(ii) 16,053 shares owned by the Marc Schoenbaum Trust #1,
for which the Reporting Person serves as Trustee;
(iii) 21,053 shares owned by the Brian Schoenbaum
Accumulation Trust, for which the Reporting Person
serves as Trustee;
(iv) 15,790 shares owned by the Marc Schoenbaum
Accumulation Trust, for which the Reporting Person
serves as Trustee;
(v) 16,053 shares owned by the Brian Schoenbaum Trust #1,
for which the Reporting Person serves as Trustee;
Page 3 of 6 Pages
<PAGE>
(vi) 15,518 shares as Custodian for Brian Schoenbaum; and
(vii) 50,941 shares as Custodian for Marc Schoenbaum.
Schoenbaum acquired 1,556,759 shares on March 23, 1995 (the "Closing
Date") pursuant to a merger in which Innovative Restaurant Concepts,
Inc. was acquired by Applebee's International, Inc.
The Reporting Person, and the entities described in (ii) through (vii)
above were stockholders of Innovative Restaurant Concepts, Inc. prior
to the transactions contemplated by the aforementioned merger, and as a
result of such transactions, collectively received 1,556,759 shares of
Common Stock.
ITEM 4. Purpose of Transaction.
As stated in Item 3, Schoenbaum acquired beneficial ownership of
1,556,759 shares of the Common Stock of the Issuer pursuant to the
merger of Innovative Restaurant Concepts, Inc. and Applebee's
International, Inc. Under this merger, Innovative Restaurant Concepts,
Inc., a corporation in which Schoenbaum beneficially owned a majority
of the outstanding common stock, became a wholly-owned subsidiary of
the Issuer.
Schoenbaum has no present plan or proposal to make additional purchases
of Common Stock or other securities of the Issuer either in the open
market or in private transactions. Subject to restrictions imposed by
applicable securities laws and regulations, Schoenbaum may (but has no
present plan or proposal to) dispose of all or part of his investment
in securities of the Issuer.
Schoenbaum has no plans or proposals which relate to or would result
in:
(1) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation involving the
Issuer or any of its subsidiaries;
(2) any sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(3) any changes in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(4) any material change in the present capitalization or
dividend policy of the Issuer;
(5) any other material change in the Issuer's business or
corporate structure;
(6) any change in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
Page 4 of 6 Pages
<PAGE>
(7) causing the Common Stock of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation
systems of a registered national securities
association;
(8) causing a class of equity securities of the Issuer to
become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(9) any action similar to any of those enumerated above.
ITEM 5. Interest in Securities of the Issuer.
(a) As of March 30, 1997, Schoenbaum beneficially owned
1,175,759 shares (3.8%) of the outstanding Common
Stock of the Issuer;
(b) Schoenbaum has the sole power to vote or to direct
the vote, and to dispose or to direct the disposition
of 1,175,759 shares of the Common Stock reported as
beneficially owned by Schoenbaum herein;
(c) From March 4, 1997, through March 7, 1997, Schoenbaum
sold 47,000 shares of Common Stock of the Issuer in
various open market transactions for prices ranging
from $25.68 to $25.93 per share. Other than the
aforementioned sale, Schoenbaum has not engaged in
any transactions in Common Stock of the Issuer during
the past sixty (60) days;
(d) Not applicable.
(e) On February 15, 1996, the Reporting Person ceased to
be the beneficial owner of more than five percent of
the outstanding Common Stock of the Issuer.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between Schoenbaum and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option agreements,
puts or calls, guaranties of profits, division of profits or loss, or
the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting or investment
power over the securities of the Issuer.
ITEM 7. Material to be Filed as Exhibits.
None
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: April 8, 1997
By: /s/ Raymond D. Schoenbaum
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