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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/11/06 Breeden Capital Management LLC SC 13D/A 3:161K Applebees International Inc Cleary Gottlieb Ste… LLP |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment to General Statement of Beneficial HTML 59K Ownership 2: EX-99.A Miscellaneous Exhibit HTML 13K 3: EX-99.B Miscellaneous Exhibit HTML 34K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Applebee’s International, Inc. |
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(Name of Issuer) |
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Common Stock, par value $0.01 per share |
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(Title of Class of Securities) |
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(CUSIP Number) |
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Norman J. Harrison Breeden Capital Management LLC 100 Northfield Street (203) 618-0065 |
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(Name, Address and Telephone Number of Person |
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(Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 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 disclosures provided in a prior cover page.
The information required on 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).
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1 |
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CUSIP No. 0000853665 |
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1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) X
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3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS* AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 3,900,000 |
PERSON |
9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 3,900,000
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,900,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.25% |
14 |
TYPE OF REPORTING PERSON* OO |
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2 |
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CUSIP No. 0000853665 |
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1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) X
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3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS* AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 2,453,648 |
PERSON |
9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 2,453,648
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,453,648 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.31% |
14 |
TYPE OF REPORTING PERSON* OO |
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3 |
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CUSIP No. 0000853665 |
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1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) X
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3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS* AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 26,307 |
PERSON |
9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 26,307
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,307 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% |
14 |
TYPE OF REPORTING PERSON* OO |
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4 |
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CUSIP No. 0000853665 |
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1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) X
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3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS* AF |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands |
NUMBER OF |
7 |
SOLE VOTING POWER 0
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BENEFICIALLY |
8 |
SHARED VOTING POWER 1,420,045 |
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PERSON |
9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 1,420,045
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,420,045 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.91% |
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14 |
TYPE OF REPORTING PERSON* OO |
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5 |
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CUSIP No. 0000853665 |
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1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) X
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3 |
SEC USE ONLY | |
4 |
SOURCE OF FUNDS* AF | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |
NUMBER OF SHARES |
7 |
SOLE VOTING POWER 0
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BENEFICIALLY OWNED BY |
8 |
SHARED VOTING POWER 3,900,000 |
PERSON |
9 |
SOLE DISPOSITIVE POWER 0 |
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10 |
SHARED DISPOSITIVE POWER 3,900,000
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,900,000 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.25% |
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TYPE OF REPORTING PERSON* IN |
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6 |
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This Amendment No. 1 (this “Amendment”) relates to the Schedule 13D filed by Breeden Capital Management LLC (“Breeden Capital”) and Richard C. Breeden (together with, Breeden Partners (California) L.P., Breeden Partners L.P. and Breeden Partners Holdco Ltd., the “Reporting Persons”) with the Securities and Exchange Commission on September 29, 2006 (the “Schedule 13D”), relating to the common stock, par value $.01 per share (“Common Stock”), of Applebee’s International, Inc., a Delaware corporation (the “Company”). Terms defined in the Schedule 13D are used herein with the same meaning.
Items 4, 5 and 7 of the Schedule 13D are hereby amended and supplemented to add the following:
Item 4. Purpose of Transaction.
On December 11, 2006, Breeden Partners L.P. delivered a letter to the Company, in compliance with the advance notice requirement in the Company’s bylaws and pursuant to the applicable provisions of the Delaware General Corporation Law, informing the Company of its proposal to nominate four candidates for election to the Board of Directors of the Company (the “Board”) at the Company’s 2007 annual meeting of shareholders (the “Annual Meeting”). The nominees are: Richard C. Breeden, Laurence E. Harris, Steven J. Quamme and Raymond G.H. Seitz (the “Nominees”). A copy of the press release issued on December 11, 2006, which contains the text of a letter to the Company’s Board of Directors with respect to the reasons for the Reporting Persons’ decision to make these nominations, is attached hereto as Exhibit B and is incorporated by reference.
On December 11th, 2006, Breeden Partners L.P. delivered a demand to the Company, pursuant to Delaware General Corporation Law, to inspect the shareholder list and related records of the Company.
Item 5. Interest in the Securities of the Issuer.
The responses of the Reporting Persons to Rows (7) through (13) on the cover pages of this Schedule 13D are incorporated herein by reference to reflect the update in percentage ownership based on the 74,239,024 shares of Common Stock stated by the Company to be outstanding as of October 23, 2006 in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 25, 2006.
Item 7. Material to be Filed as Exhibits.
Exhibit A |
Amended and Restated Joint Filing Agreement |
Exhibit B |
Press release, issued by Breeden Capital Management LLC, on December 11, 2006 |
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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.
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BREEDEN CAPITAL MANAGEMENT LLC | |
By: /s/ Richard C. Breeden | |
Richard C. Breeden | |
Managing Member | |
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BREEDEN PARTNERS L.P. |
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By: Breeden Capital Partners LLC, its general partner |
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By: /s/ Richard C. Breeden |
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Managing Member |
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BREEDEN PARTNERS (CALIFORNIA) L.P. |
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By: Breeden Capital Partners LLC, its general partner |
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By: /s/ Richard C. Breeden |
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Managing Member |
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BREEDEN PARTNERS HOLDCO LTD. |
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By: /s/ Richard C. Breeden |
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Director |
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BREEDEN PARTNERS (CAYMAN) LTD. | |
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By: /s/ Richard C. Breeden |
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Director |
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This ‘SC 13D/A’ Filing | Date | Other Filings | ||
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Filed on: | 12/11/06 | 4, DFAN14A | ||
10/23/06 | ||||
9/29/06 | ||||
9/25/06 | ||||
List all Filings |