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Breeden Capital Management LLC – ‘SC 13D/A’ on 12/11/06 re: Applebees International Inc

On:  Monday, 12/11/06, at 4:17pm ET   ·   Accession #:  903423-6-1306   ·   File #:  5-40632

Previous ‘SC 13D’:  ‘SC 13D’ on 10/10/06   ·   Next:  ‘SC 13D/A’ on 1/26/07   ·   Latest:  ‘SC 13D/A’ on 2/15/13

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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

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

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 


SC 13D/A   —   Amendment to General Statement of Beneficial Ownership


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



                                                                                                

 

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.


(Name of Issuer)

 

Common Stock, par value $0.01 per share


(Title of Class of Securities)

 

0000853665


(CUSIP Number)

 

Norman J. Harrison

Breeden Capital Management LLC

100 Northfield Street

Greenwich, Connecticut 06830

(203) 618-0065


(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 11, 2006


(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).

 

 

1

 

 

 



 

 


CUSIP No. 0000853665

 

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Breeden Capital Management LLC

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) X

 

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

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

7

SOLE VOTING POWER

0

 

BENEFICIALLY OWNED BY
EACH REPORTING

8

SHARED VOTING POWER

3,900,000

PERSON
WITH

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

3,900,000

 

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.25%

14

TYPE OF REPORTING PERSON*

OO

 

 

 

 

2

 

 

 

 

 


CUSIP No. 0000853665

 

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Breeden Partners (California) L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) X

 

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

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

7

SOLE VOTING POWER

0

 

BENEFICIALLY OWNED BY
EACH REPORTING

8

SHARED VOTING POWER

2,453,648

PERSON
WITH

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

2,453,648

 

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.31%

14

TYPE OF REPORTING PERSON*

OO

 

 

 

 

3

 

 

 

 


CUSIP No. 0000853665

 

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Breeden Partners L.P.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) X

 

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

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES

7

SOLE VOTING POWER

0

 

BENEFICIALLY OWNED BY
EACH REPORTING

      8

SHARED VOTING POWER

26,307

PERSON
WITH

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

26,307

 

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.04%

14

TYPE OF REPORTING PERSON*

OO

 

 

 

 

4

 

 

 



 

 

 

 

CUSIP No. 0000853665

 

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Breeden Partners Holdco Ltd.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) X

 

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

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES

7

SOLE VOTING POWER

0

 

BENEFICIALLY
OWNED BY

EACH
REPORTING

8

SHARED VOTING POWER

1,420,045

PERSON
WITH

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

1,420,045

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,420,045

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                            o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.91%

14

TYPE OF REPORTING PERSON*

OO

 

 

 

 

5

 

 

 

CUSIP No. 0000853665

 

 

 

1

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


Richard C. Breeden

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) o

(b) X

 

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

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES

7

SOLE VOTING POWER

0

 

BENEFICIALLY OWNED BY
EACH REPORTING

8

SHARED VOTING POWER

3,900,000

PERSON
WITH

9

SOLE DISPOSITIVE POWER

0

 

10

SHARED DISPOSITIVE POWER

3,900,000

 

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

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.25%

14

TYPE OF REPORTING PERSON*

IN

 

 

 

 

6

 

 

 

 

 


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

 

 

 

 

 

 

 



 

 

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.

December 11, 2006

  BREEDEN CAPITAL MANAGEMENT LLC
   
  By: /s/ Richard C. Breeden
         Richard C. Breeden
         Managing Member
   
   

 

BREEDEN PARTNERS L.P.

 

 

 

By: Breeden Capital Partners LLC, its general partner

 

 

 

By: /s/ Richard C. Breeden

 

Richard C. Breeden

 

Managing Member

 

 

 

 

 

BREEDEN PARTNERS (CALIFORNIA) L.P.

 

 

 

By: Breeden Capital Partners LLC, its general partner

 

 

 

By: /s/ Richard C. Breeden

 

Richard C. Breeden

 

Managing Member

 

 

 

 

 

BREEDEN PARTNERS HOLDCO LTD.

 

 

 

By: /s/ Richard C. Breeden

 

Richard C. Breeden

 

 Director

 

 

 

 

 

 

 

12

 

 

 



 

 

 

  BREEDEN PARTNERS (CAYMAN) LTD.

 

 

 

By: /s/ Richard C. Breeden

 

Richard C. Breeden

 

  Director

 

 

 

  /s/ Richard C. Breeden

 

Richard C. Breeden

 

 

 

 

13

 

 

 


 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing    Date    Other Filings
Filed on:12/11/064,  DFAN14A
10/23/06
9/29/06
9/25/06
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