SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
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)
Burton M. Sack, Applebee's International, Inc.
4551 W. 107th St., Overland Park, KS 66207
(913)967-4000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
12/2/96
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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 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Burton M. Sack (###-##-####)
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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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 2,020,100
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,020,100
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,022,180
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
Name: Burton M. Sack
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 Burton M. Sack ("Sack" or "Reporting
Person"). Sack's principal business address is Applebee's
International, Inc., 4551 W. 107th Street, Suite 100, Overland Park, KS
66207. Sack is an Executive Vice President and a Director of the
Issuer. The Issuer develops, operates and franchises casual dining
restaurants under the trademarks of Applebee's Neighborhood Grill & Bar
and Rio Bravo Cantina.
During the last five (5) years, Sack has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five (5) years, Sack 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.
Sack is a citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The 2,022,180 shares of Common Stock reported as beneficially owned by
Sack include the following:
(i) 1,396,250 shares directly owned by Sack;
(ii) 341,000 shares owned by the Sack Family Partners,
L.P. ("Sack Partners"), a Delaware limited
partnership, for which the Reporting Person serves as
general partner;
(iii) 90,000 shares owned by the Brian M. Sack Irrevocable
Trust ("Brian's Trust"), for which the Reporting
Person serves as Trustee and of which the Reporting
Person's adult son is the sole beneficiary;
(iv) 93,350 shares owned by the David A. Sack Irrevocable
Trust ("David's Trust"), for which the Reporting
Person serves as Trustee and of which the Reporting
Person's adult son is the sole beneficiary;
Page 3 of 7 Pages
<PAGE>
(v) 99,500 shares owned by the Scott A. Sack Irrevocable
Trust ("Scott's Trust"), for which the Reporting
Person serves as Trustee and of which the Reporting
Person's adult son is the sole beneficiary; and
(vi) 2,080 shares held in an IRA maintained by Gail Sack,
wife of the Reporting Person.
Sack acquired 2,244,000 shares on October 24, 1994 (the "Closing Date")
pursuant to an Agreement and Plan of Merger dated September 7, 1994
(the "Merger Agreement") by and among the Issuer, Gourmet Systems of
Massachusetts, Inc. ("Gourmet"), Pub Ventures of New England, Inc.
("PVNE") and the stockholders of PVNE. Under the Merger Agreement,
Gourmet was merged into PVNE and PVNE became a wholly-owned subsidiary
of the Issuer. Prior to such merger, Sack beneficially owned 46,289
shares of the outstanding Common Stock of the Issuer.
The Reporting Person, Sack Partners, Brian's Trust, David's Trust and
Scott's Trust were stockholders of PVNE prior to the transactions
contemplated by the Merger Agreement, and as a result of such
transactions, collectively received 2,244,000 shares of Common Stock
which was included in the 2,290,289 shares of Common Stock reported as
beneficially owned by Sack on the Closing Date.
Subsequent to the Closing Date the following transactions have taken
place with respect to Sack's beneficial ownership:
(i) 82,500, 48,500, and 16,500 shares were sold during
May 1995, June 1996, and August 1996, respectively,
pursuant to two registration statements filed with
the Securities Exchange Commission on May 18, 1995
and September 7, 1995;
(ii) 115,000 shares were sold in connection with the
Issuer's public offering in July 1995; and
(iii) 5,609 shares were gifted to various not-for-profit
organizations.
ITEM 4. Purpose of Transaction.
Sack acquired beneficial ownership of 2,244,000 shares of the Common
Stock of the Issuer pursuant to the Merger Agreement described in Item
3. Under the Merger Agreement, PVNE, a corporation in which Sack
beneficially owned a majority of the outstanding common stock, became a
wholly-owned subsidiary of the Issuer. Prior to such merger, Sack
beneficially owned 46,289 shares of the outstanding Common Stock of the
Issuer.
Sack 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, Sack may (but has no
present plan or proposal to) dispose of all or part of his investment
in securities of the Issuer.
Page 4 of 7 Pages
<PAGE>
Sack 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;
(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 December 29, 1996, Sack beneficially owned
2,022,180 shares (6.5%) of the outstanding Common
Stock of the Issuer.
(b) Sack has the sole power to vote or to direct the
vote, and to dispose or to direct the disposition of
2,020,100 shares of the Common Stock reported as
beneficially owned by Sack herein. Sack's wife has
the sole power to vote or direct the vote, and to
dispose or to direct the disposition of 2,080 shares
of the Common Stock reported as beneficially owned by
Sack herein.
(c) Other than various gifts as described in Item 3, Sack
has not engaged in any transactions in Common Stock
of the Issuer during the past sixty (60) days.
(d) Except for Sack's wife with respect to 2,080 shares,
no person other than Sack has the right to receive or
the power to direct the receipt of dividends from, or
Page 5 of 7 Pages
<PAGE>
the proceeds from, the sale of the Common Stock
reported as beneficially owned by Sack herein.
(e) Not Applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
between Sack 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 6 of 7 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: March 10, 1997
By: /s/ Burton M. Sack
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Page 7 of 7 Pages
