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APPLEBEE'S INTERNATIONAL, INC.
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FOR IMMEDIATE RELEASE
Investor Contact:
Carol DiRaimo, (913) 967-4109
Media Contact:
Laurie Ellison, (913) 967-2718
Applebee's International Announces Breeden Capital
Refuses Company's Offer of Two Board Seats
OVERLAND PARK, KAN., March 9, 2007 - Applebee's International, Inc.
(Nasdaq:APPB) today announced that negotiations with activist hedge fund Breeden
Capital have failed to produce an agreement after Breeden rejected the company's
offer of two board seats.
Breeden Capital, a 5-percent shareholder, is seeking four seats on the
Applebee's board of directors.
Applebee's said that over the past eight months, board members and company
representatives have held numerous conversations with representatives of Breeden
Capital, including Richard C. Breeden. The company said it continues to
thoughtfully consider Breeden Capital's comments regarding its business
strategies.
On March 2, CEO Dave Goebel and members of the Strategy Committee of independent
directors overseeing the strategic alternatives process met with Mr. Breeden and
offered one of Breeden's nominees, founding partner Steven J. Quamme, an
immediate seat on both the Applebee's board and the Strategy Committee of
independent directors. He also was offered a seat on the company's Governance
Committee. In exchange, Breeden Capital would withdraw its other nominees.
The company said that Mr. Quamme, the only nominee on the Breeden slate with
both restaurant industry and transaction experience, was the clear choice to add
to Applebee's four highly-qualified incumbent directors who will be nominated
for re-election.
Unfortunately, this offer was rejected by Mr. Breeden on March 2.
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March 9, 2007
Page 2
The Applebee's board of directors then made a second offer to Mr. Breeden on
March 8. This offer was in addition to the board seat and the seat on the
Strategy and Governance committees for Mr. Quamme. The board offered Breeden
Capital a second, immediate seat on the company's board of directors for either
of Breeden's other two nominees: Raymond G.H. Seitz or Laurence E. Harris. The
board believed that offering the seats to the one member of Breeden Capital who
is best qualified and to one of its independent nominees was a fair and balanced
approach.
In response, Mr. Breeden rejected the offer of having two of his nominees join
the board amicably, apparently preferring to continue with his proxy fight.
The board had planned to expand from 12 to 14 seats to accommodate these new
members.
"Despite our good faith attempts to reach out to Mr. Breeden and his firm
throughout this process, and our offer of two immediate board seats and seats at
the table of the Strategy and Governance committees, he has consistently
rejected our overtures," Mr. Goebel said, "Mr. Breeden initially approached us
claiming he wanted a constructive dialogue with the company and the board. It is
difficult to reconcile this objective with his refusals to our proposals."
Speaking on behalf of the board, Jack Helms, co-chairman of the Strategy
Committee, said, "The company's first choice was to negotiate a settlement to
avoid a contentious, costly and time-consuming proxy fight. Every shareholder
understands that would be in the best interests of the company. While we are
moving forward with our strategic review process and business plan, we continue
to hope that Mr. Breeden will work with us, and not against us, in improving
shareholder value."
Applebee's International, Inc., headquartered in Overland Park, Kan., develops,
franchises and operates restaurants under the Applebee's Neighborhood Grill &
Bar brand, the largest casual dining concept in the world. As of February 25,
2007, there were 1,942 Applebee's restaurants operating system-wide in 49
states, 16 international countries, and one U.S. territory. Additional
information on Applebee's International can be found at the company's website
(www.applebees.com).
IMPORTANT INFORMATION
Applebee's International, Inc. ("Applebee's") plans to file with the SEC and
mail to its stockholders a Proxy Statement in connection with its 2007 Annual
Meeting, and advises its security holders to read the proxy statement and other
documents relating to the 2007 Annual Meeting when they become available,
because they will contain important information. Security holders may obtain a
free copy of the proxy statement and other documents (when available) that
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March 9, 2007
Page 3
Applebee's files with the SEC at the SEC's web site at www.sec.gov. The proxy
statement and these other documents may also be obtained for free from
Applebee's by directing a request to our Corporate Secretary, Applebee's
International, Inc., 4551 West 107th Street, Overland Park, KS 66207.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Applebee's, its directors and named executive officers may be deemed to be
participants in the solicitation of Applebee's security holders in connection
with its 2007 Annual Meeting. Security holders may obtain information regarding
the names, affiliations and interests of such individuals in Applebee's Annual
Report on Form 10-K for the year ended December 31, 2006, and its proxy
statement dated April 11, 2006, each of which is filed with the SEC. To the
extent holders of Applebee's securities have changed from the amounts disclosed
in the proxy statement, such changes have been reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. These documents are available free of
charge at the SEC's website at www.sec.gov.
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