SEC Info - Breeden Capital Management LLC - ‘SC 13D’ on 10/10/06 re: Applebees International Inc

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Breeden Capital Management LLC – ‘SC 13D’ on 10/10/06 re: Applebees International Inc

On: Tuesday, 10/10/06, at 7:29am ET · Accession #: 893750-6-294 · File #: 5-40632

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

10/10/06  Breeden Capital Management LLC    SC 13D                 1:21K  Applebees International Inc       Simpson Tha… Bartlett/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             11     37K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Materials to Be Filed as Exhibits Purpose of Transaction Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
4	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
5	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
7	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Materials to Be Filed as Exhibits

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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

SCHEDULE 13D  
Under the Securities Exchange Act of 1934 
(Amendment No. )*   

Applebee's International, Inc.
------------------------------------------------------------------------------  
(Name of Issuer)  

Common Stock, par value $0.01 par 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) 

September 29, 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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),      
check the following box. [_]                                                    

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See ss.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).                                                                     

Page 1 of 11 Pages  
Exhibit Index: Page 10  

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CUSIP No. 0000853665                                               Page 2 of 11 
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Breeden Capital Management LLC                                        

--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a) [_]        
                                                         (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)                                   [_]  

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware                                                              
--------------------------------------------------------------------------------
7    SOLE VOTING POWER                            

NUMBER OF                                                                   
3,900,000                               
   SHARES      -----------------------------------------------------------------
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    

OWNED BY          0                                                         
               -----------------------------------------------------------------
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                                                                   
3,900,000                               
   PERSON      -----------------------------------------------------------------
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    

0                                       
--------------------------------------------------------------------------------
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      

                                                               [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

5.24%                                                                 
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

OO                                                                    
--------------------------------------------------------------------------------

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CUSIP No. 0000853665                                               Page 3 of 11 
--------------------------------------------------------------------------------
1    NAME OF REPORTING PERSON                                                   
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             

Richard C. Breeden                                                    

--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [_]         
                                                       (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)                                   [_]  

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

United States                                                         
--------------------------------------------------------------------------------
7    SOLE VOTING POWER                            

NUMBER OF                                                                   
3,900,000                               
   SHARES       ----------------------------------------------------------------
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    

OWNED BY          0                                                         
               -----------------------------------------------------------------
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING                                                                   
3,900,000                               
   PERSON       ----------------------------------------------------------------
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    

0                                       
--------------------------------------------------------------------------------
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      

                                                               [_]
--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

5.24%                                                                 
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON                                                   

IN                                                                    
--------------------------------------------------------------------------------

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                                                                  Page 4 of 11

ITEM 1.   SECURITY AND ISSUER.                                                  

     The title and class of equity security to which this Statement on
Schedule 13D relates is the common stock, par value $0.01 per share ("Common    
Stock"), of Applebee's International, Inc., a Delaware corporation (the         
"Company"). The mailing address of the Company's principal executive offices    
is 4551 W. 107th Street, Overland Park, Kansas 66207.                           

ITEM 2.   IDENTITY AND BACKGROUND.                                              

     This Statement is being filed by and on behalf of Breeden Capital
Management LLC, a Delaware limited liability company (the "Advisor"), and       
Richard C. Breeden, a citizen of the United States of America ("Mr. Breeden").  
The Advisor and Mr. Breeden are herein sometimes referred to collectively as    
the "Reporting Persons." The address of the principal office of each of the     
Reporting Persons is 100 Northfield Street, Greenwich, Connecticut 06830.       

 This Statement relates to shares of Common Stock held for the
accounts of Breeden Partners L.P., a Delaware limited partnership (the          
"Delaware Fund"); Breeden Partners (California) L.P., a Delaware limited        
partnership (the "California Fund"); and Breeden Partners Holdco Ltd., a        
Cayman Islands exempt limited company ("Holdco"). Breeden Capital Partners      
LLC, a Delaware limited liability company (the "General Partner"), is the       
general partner of each of the Delaware Fund and the California Fund. Breeden   
Partners (Cayman) Ltd., a Cayman Islands exempt limited company ("BPC")         
(together with Holdco, the "Offshore Investors Fund") is the feeder fund for    
Holdco. The Delaware Fund, the California Fund and the Offshore Investors Fund  
are herein sometimes referred to collectively as the "Funds."                   

    The Advisor is principally involved in the business of providing
investment advisory and investment management services to the Funds and, among  
other things, exercises all voting and other powers and privileges              
attributable to any securities held for the accounts of the Funds. Mr. Breeden  
is the Managing Member of each of the General Partner and the Advisor and the   
Key Principal of the Offshore Investors Fund.                                   

         During the last five years, none of the Reporting Persons nor, to the
best of their knowledge, any of their officers and directors, has been (i)      
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors) or (ii) a party to a civil proceeding of a judicial or            
administrative body of competent jurisdiction and as a result of such           
proceeding was or is subject to a judgment, decree or final order enjoining     
future violations of, or prohibiting or mandating activities subject to,        
federal or state securities laws or finding any violation with respect to such  
laws.                                                                           

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                    

         The 3,900,000 shares of Common Stock reported herein by the Reporting
Persons were acquired by the Reporting Persons for an aggregate purchase price  
of approximately $77,675,620. The shares of Common Stock that are reported on   
this Statement on Schedule 13D were acquired with investment capital of the     
Funds.                                                                          

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                                                                  Page 5 of 11

ITEM 4.   PURPOSE OF TRANSACTION.                                               

       The Reporting Persons have acquired the Common Stock for investment
purposes because they believe that the shares of Common Stock are undervalued   
in the marketplace. Purchases of the Common Stock have been made in the         
Reporting Persons' ordinary course of business and were not made for the        
purpose of acquiring control of the Company.                                    

         Except as set forth in this Item 4, none of the Reporting Persons has
any present plans or proposals that relate to or would result in any of the     
actions specified in clauses (a) through (j) of the instructions to Item 4 of   
Schedule 13D. Representatives of the Reporting Persons have had conversations   
with the Company's management, including the Chief Executive Officer and Chief  
Financial Officer. The Reporting Persons intend to continue to pursue           
discussions with the Company's management and potentially with members of the   
Company's board of directors. Discussions to date have related primarily to     
the business, financial performance, operations, capital structure, governance  
and future plans of the Company, as well as measures the Reporting Persons      
believe may improve shareholder value for the benefit of all of the Company's   
shareholders. The Reporting Persons intend to continue their discussions with   
management, and, as a result of the Reporting Persons' ongoing review and       
evaluation of the business, they may also communicate with the board of         
directors and/or other shareholders from time to time with respect to           
operational, strategic, financial or governance matters, including composition  
of the Company's board of directors, or otherwise encourage actions that the    
Reporting Persons believe in their judgment will enhance shareholder value.     

      Specifically, the Reporting Persons believe that management and/or
the board of directors, as appropriate, should devote significantly greater     
effort to enhancing shareholder returns through actions including, without      
limitation, re-franchising a substantial number of Company-owned and operated   
restaurants, significantly reducing capital expenditures, disposing of          
non-core assets including the Company's real estate holdings, and increasing    
cash returned to shareholders. The Reporting Persons also intend to advocate    
modifications of certain governance and executive compensation practices that   
they believe are not in the best interests of shareholders and the creation of  
shareholder value.                                                              

  The Reporting Persons intend to review their investment in the
Company on a continuing basis. Depending on various factors including, without  
limitation, the Company's financial position and strategic direction, the       
outcome of the discussions referenced above, actions taken by the Company's     
board of directors, other investment opportunities available to the Reporting   
Persons, price levels of the shares, and conditions in the securities markets   
and the economy in general, the Reporting Persons may in the future acquire     
additional securities of the Company or dispose of some or all of the           
securities of the Company beneficially owned by them, or take any other         
actions with respect to their investment in the Company permitted by law,       
including any or all of the actions set forth in paragraphs (a) through (j) of  
Item 4 of Schedule 13D.                                                         

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                                                                  Page 6 of 11

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.                                 

       (a)-(b)  The responses of the Reporting Persons to Rows (7) through
(13) on the cover pages of this Statement on Schedule 13D are incorporated      
herein by reference. As of the close of business on the date hereof, the        
Delaware Fund owned 26,307 shares of Common Stock both beneficially and as      
direct owner, representing approximately 0.04% of the outstanding shares of     
Common Stock; the California Fund owned 2,453,648 shares of Common Stock both   
beneficially and as direct owner, representing approximately 3.30% of the       
outstanding shares of Common Stock; and Holdco owned 1,420,045 shares of        
Common Stock both beneficially and as direct owner, representing approximately  
1.91% of the outstanding shares of Common Stock. As of the date hereof, the     
2,479,955 aggregate shares of Common Stock directly owned by the Delaware Fund  
and the California Fund, which shares of Common Stock may be deemed to be       
beneficially owned by the General Partner, represent approximately 3.33% of     
the Company's outstanding shares of Common Stock. As of the date hereof, the    
3,900,000 aggregate shares of Common Stock directly owned by the Delaware       
Fund, the California Fund and Holdco, which shares of Common Stock may be       
deemed to be beneficially owned by the Advisor and Mr. Breeden, represent       
approximately 5.24% of the Company's outstanding shares of Common Stock. All    
percentages set forth in this paragraph relating to beneficial ownership of     
Common Stock are based upon 74,427,928 shares outstanding, which was the total  
number of shares of Common Stock outstanding as of July 24, 2006 as reported    
in the Company's Quarterly Report on Form 10-Q for the quarterly period ended   
June 25, 2006.                                                                  

   For purposes of disclosing the number of shares of Common Stock
beneficially owned by each of the Reporting Persons, the Advisor, as the        
investment manager for the Funds, and Mr. Breeden, as Managing Member of the    
Advisor and the General Partner, and as the Key Principal of the Offshore       
Investors Fund, may be deemed to own beneficially (as that term is defined in   
Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common      
Stock that are owned beneficially and directly by the Funds. Each of the        
Advisor and Mr. Breeden disclaims beneficial ownership of such shares of        
Common Stock for all other purposes.                                            

    (c)  Except as set forth above or in the attached Schedule I, no
Reporting Person has effected any transaction in shares of Common Stock during  
the 60 days preceding the date hereof.                                          

(d)  Not applicable.                                        

(e)  Not applicable.                                        

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                                                                  Page 7 of 11

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT 
TO SECURITIES OF THE ISSUER.                                

         Except as set forth herein, there are no contracts, understandings or
relationships among the persons named in Item 2 or between such persons and     
any other person with respect to the Common Stock.                              

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS.                                    

EXHIBIT A.   Agreement as to Joint Filing of Schedule 13D, dated                
      October 10, 2006, by and between the Advisor and Mr. Breeden

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                                                                  Page 8 of 11

SIGNATURES  

       After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information    
set forth in this statement is true, complete and correct.                      

Dated:  October 10, 2006                                                        

                            BREEDEN CAPITAL MANAGEMENT LLC

                        By: /s/ Richard C. Breeden
                                      ----------------------------------
                      Richard C. Breeden
                   Managing Member

                    /s/ Richard C. Breeden
                                   -------------------------------------
                Richard C. Breeden

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                                                                  Page 9 of 11

                                                                Schedule I

TRANSACTIONS DURING THE PAST 60 DAYS BY THE REPORTING PERSONS 

 The following table sets forth all transactions with respect to
shares of Common Stock effected during the past 60 days by any of the           
Reporting Persons. All such transactions were effected in the open market.      

Shares Purchased for the Account of the California Fund       

                                                                [Download Table]

                                                              Price     
Date                         Shares Purchased               Per Share   
--------------------------   -----------------------     ---------------
                                                                        

September 18, 2006                           31,437               $22.03
September 21, 2006                          105,002               $22.26
September 22, 2006                           88,011               $22.02
September 25, 2006                            7,482               $22.09
September 26, 2006                            3,976               $22.08
September 27, 2006                            3,458               $22.15
September 28, 2006                           84,882               $22.26
September 29, 2006                          140,715               $21.73


Shares Purchased for the Account of Holdco      

                                                                [Download Table]

                                                             Price      
Date                         Shares Purchased               Per Share   
--------------------------   ----------------------      ---------------
                                                                        
September 18, 2006                          18,195               $22.03 
September 21, 2006                          60,769               $22.26 
September 22, 2006                          50,936               $22.02 
September 25, 2006                           4,330               $22.09 
September 26, 2006                           2,301               $22.08 
September 27, 2006                           2,001               $22.15 
September 28, 2006                          49,125               $22.26 
September 29, 2006                          81,439               $21.73 


Shares Purchased for the Account of the Delaware Fund   

                                                                [Download Table]

                                                             Price      
Date                         Shares Purchased               Per Share   
--------------------------   ----------------------      ---------------
                                                                        
September 18, 2006                             368               $22.03 
September 21, 2006                           1,229               $22.26 
September 22, 2006                           1,030               $22.02 
September 25, 2006                              88               $22.09 
September 26, 2006                              46               $22.08 
September 27, 2006                              41               $22.15 
September 28, 2006                             993               $22.26 
September 29, 2006                           1,646               $21.73 


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                                                                 Page 10 of 11

EXHIBIT INDEX 

                                                                    Page No.
                                                                    --------

EXHIBIT A.     Agreement as to Joint Filing of Schedule 13D, dated              
October 10, 2006, by and between the Advisor      
          and Mr. Breeden                                           11

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                                                                 Page 11 of 11

EXHIBIT A 

JOINT FILING AGREEMENT  

    In accordance with Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended, the undersigned agree to the joint filing on behalf of each   
of them of a Statement on Schedule 13D (including any and all amendments        
thereto) with respect to the common stock of Applebee's International, Inc.     
and further agree that this Joint Filing Agreement shall be included as an      
Exhibit to such joint filing.                                                   

      The undersigned further agrees that each party hereto is responsible
for timely filing of such statement on Schedule 13D and any amendments          
thereto, and for the completeness and accuracy of the information concerning    
such party contained therein, provided that no party is responsible for the     
completeness and accuracy of the information concerning the other party,        
unless such party knows or has reason to believe that such information is       
inaccurate.                                                                     

This Joint Filing Agreement may be executed in one or more    
counterparts, each of which shall be deemed to be an original instrument, but   
all of such counterparts together shall constitute but one agreement.           

    In evidence thereof the undersigned, being duly authorized, hereby
execute this Joint Filing Agreement this 10th day of October, 2006.             

                                    BREEDEN CAPITAL MANAGEMENT LLC

                                By: /s/ Richard C. Breeden
                                           -------------------------------
                              Richard C. Breeden
                           Managing Member

                            /s/ Richard C. Breeden
                                        ----------------------------------
                        Richard C. Breeden

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	10/10/06	7	10
	9/29/06	1
	7/24/06	6
	6/25/06	6		10-Q
				List all Filings

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Filing Submission 0000893750-06-000294 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Breeden Capital Management LLC – ‘SC 13D’ on 10/10/06 re: Applebees International Inc

On: Tuesday, 10/10/06, at 7:29am ET · Accession #: 893750-6-294 · File #: 5-40632

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General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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