SEC Info  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Breeden Capital Management LLC – ‘DFAN14A’ on 2/13/07 re: Applebees International Inc – EX-4

On:  Tuesday, 2/13/07, at 4:56pm ET   ·   Effective:  2/13/07   ·   Accession #:  903423-7-174   ·   File #:  0-17962

Previous ‘DFAN14A’:  ‘DFAN14A’ on 1/26/07   ·   Next:  ‘DFAN14A’ on 3/9/07   ·   Latest:  ‘DFAN14A’ on 8/27/07

Find Words in Filings emoji
 
  in    Show  and   Hints

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/13/07  Breeden Capital Management LLC    DFAN14A     2/13/07    2:34K  Applebees International Inc       Cleary Gottlieb Ste… LLP

Additional Definitive Non-Management Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DFAN14A     Additional Definitive Non-Management Proxy          HTML     15K 
                          Solicitation Material                                  
 2: EX-4        Instrument Defining the Rights of Security Holders  HTML     12K 


EX-4   —   Instrument Defining the Rights of Security Holders


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

EXHIBIT 4

 

 

Contacts:

For Media:

For Investors:

 

Kekst and Company

Morrow & Co.

 

Victoria Weld

Eric Olson/Mike Verrechia

212-521-4800

203-658-9400

 

 

FOR IMMEDIATE RELEASE                                

 

Breeden Capital Management LLC Reiterates Vital Importance of Electing New Directors to Board of Applebee’s International, Inc.

 

-- Proposals Need To Be Evaluated By A Board With Real Independence And Fresh Thinking, Not By The Architects Of Past Failures --

 

Greenwich, CT., February 13, 2007. Breeden Capital Management LLC, a Greenwich, CT., based investment fund manager, issued the following statement from Richard C. Breeden, Chairman and Chief Executive Officer of Breeden Capital Management, LLC, in response to the press release issued earlier today by Applebee’s International, Inc. (“Applebee’s”) (NASDAQ: APPB).

 

“After months of delay and indecision, the Applebee’s board has announced the formation of a special committee to study a potential recapitalization or restructuring as Breeden Partners has urged them to do since October of last year. Though this is but a belated first step to begin benefiting Applebee’s shareholders, we are nonetheless pleased that the board has recognized the need to do something in the face of a failed strategy and prolonged deterioration in operating fundamentals.

 

Applebee’s recent history is one of pronouncements that are not followed by action. What counts is whether Applebee’s actually implements sensible changes in strategy, capital allocation and board leadership to deliver more of the company’s intrinsic value to shareholders. We hope the company will not contemplate using this announcement as a pretext to delay the annual meeting or to entertain a sale of the company at valuations reflecting current depressed EBITDA levels.

 

This announcement demonstrates the vital importance of adding our proposed slate of directors to the Applebee’s board. Restructuring or sale proposals need to be evaluated by a board with real independence and fresh thinking, not by the architects of past failures. Therefore, we strongly believe that any final decisions on proposed transactions resulting from this review should only be taken by the new board, not the current group. Once the new board is in place, necessary actions can be taken to move Applebee’s into the ranks of top performers, with commensurate valuation.”

 

 

 

 

1

 

 

 



 

 

SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY BREEDEN CAPITAL MANAGEMENT LLC, BREEDEN PARTNERS L.P., BREEDEN PARTNERS (CALIFORNIA) L.P., BREEDEN PARTNERS HOLDCO LTD., RICHARD C. BREEDEN, STEVEN J. QUAMME, RAYMOND G.H. SEITZ, LAURENCE E. HARRIS AND CERTAIN OF THEIR AFFILIATES FROM THE SHAREHOLDERS OF APPLEBEE’S FOR USE AT THE 2007 ANNUAL MEETING OF SHAREHOLDERS OF APPLEBEE’S WHEN THEY ARE AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A DEFINITIVE PROXY STATEMENT AND FORM OF PROXY WILL BE MAILED TO SHAREHOLDERS OF APPLEBEE’S AND WILL, ALONG WITH OTHER RELEVANT DOCUMENTS, BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING MORROW & CO., INC. BY TELEPHONE AT (203)-658-9400 OR BY E-MAIL AT APPLEBEESINFO@MORROWCO.COM. INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN EXHIBIT 1 TO THE SCHEDULE 14A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY BREEDEN PARTNERS ON DECEMBER 11, 2006.

 

 

 

2

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DFAN14A’ Filing    Date    Other Filings
Filed on / Effective on:2/13/078-K,  DEFA14A
12/11/064,  DFAN14A,  SC 13D/A
 List all Filings 
Top
Filing Submission 0000903423-07-000174   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
AboutPrivacyRedactionsHelp — Sun., Apr. 28, 5:04:20.1am ET