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) February 9, 1998
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Commission File Number: 000-17962
Applebee's International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 43-1461763
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4551 W. 107th Street, Suite 100, Overland Park, Kansas 66207
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(Address of principal executive offices and zip code)
(913) 967-4000
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 22, 1998, Applebee's International, Inc. ("the Company")
entered into a loan commitment with Merrill Lynch Capital Corporation to provide
$225,000,000 in senior secured credit facilities, consisting of an eight-year
senior secured term loan of $125,000,000 and a five-year secured revolving
credit facility of $100,000,000.
The Company anticipates that it will use the proceeds of the facilities
approximately as follows:
(i) $105,000,000 to fund the acquisition of 32 Applebee's
restaurants from Apple South, Inc. (including related
transaction fees and expenses);
(ii) $20,000,000 to refinance certain existing indebtedness
currently bearing interest at 7.70%; and
(iii) $100,000,000 for ongoing working capital needs and general
corporate purposes (including stock repurchases as described
below).
Up to $50,000,000 of the facilities are available to fund repurchases of
the Company's common stock. Since December 29, 1997, the Company has repurchased
825,000 shares of its common stock at an aggregate value of $14,900,000.
The senior term loan is expected to bear interest at LIBOR plus 2.25% and
require annual principal payments of $1,250,000 per annum for each of the first
seven years, with the remaining $116,250,000 due during the eighth year.
The revolving credit facility is expected to bear interest at LIBOR plus
1.375%.
Both the senior term loan and the revolving credit facility will be
subject to standard other terms, conditions, covenants, and fees and will be
secured by the stock of each of the Company's present and future subsidiaries
and all intercompany debt of the Company and such subsidiaries.
The loan commitment is anticipated to close concurrently with the
acquisition of the restaurants from Apple South in late March 1998.
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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: February 9, 1998 By: /s/ George D. Shadid
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George D. Shadid
Executive Vice President and
Chief Financial Officer
