UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported) July 15, 2007
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APPLEBEE'S INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-17962 43-1461763
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4551 W. 107th Street, Overland Park, Kansas 66207
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(Address of principal executive offices) (Zip Code)
(913) 967-4000
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act 17 CFR
230.425)
[ X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
Applebee's International, Inc. ("Applebee's" or the "Company") announced
that it had entered into an Agreement and Plan of Merger, dated as of July 15,
2007 (the "Merger Agreement"), with IHOP Corp. ("IHOP") (and a wholly owned
subsidiary of IHOP, CHLH Corp. ("Sub")).
The Merger Agreement contemplates that Sub will be merged with and into the
Company (the "Merger"), with the Company continuing as the surviving corporation
in the Merger and each outstanding share of common stock of the Company being
converted in the Merger (other than treasury shares, shares held by IHOP, Sub or
any subsidiary of Applebee's, and shares with respect to which appraisal rights
are perfected in accordance with Section 262 of the Delaware General Corporation
Law ("Section 262")) into the right to receive $25.50 per share in cash, without
interest.
Shares with respect to which appraisal rights are perfected in accordance
with Section 262 will not be converted into the Merger Consideration, and
instead, holders of such shares will be entitled to payment of the fair value of
such shares in accordance with Section 262.
Consummation of the Merger is subject to customary conditions, including
adoption of the Merger Agreement by the Company's stockholders, the absence of
certain legal impediments to consummation of the Merger and the expiration or
termination of the required waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.
IHOP intends to finance the all-cash transaction through a whole company
securitization backed by Applebee's assets and additional borrowings under
IHOP's securitization structure. IHOP has secured a bridge facility commitment
to fund the transaction pending the completion of both securitizations. In
addition, upon the closing of the acquisition, IHOP will issue new preferred
stock via already comitted private placements. The obligation of IHOP to
consummate the Merger is not conditioned on the receipt of this financing.
The Company has made customary representations and warranties in the Merger
Agreement and agreed to certain customary covenants, including covenants
regarding operation of the business of the Company and its subsidiaries prior to
the closing and covenants prohibiting the Company from soliciting, or providing
information or entering into discussions concerning, proposals relating to
alternative business combination transactions, except in limited circumstances
to permit the board of directors of the Company to comply with its fiduciary
duties.
The Company and IHOP may terminate the Merger Agreement under certain
circumstances. The Merger Agreement provides that, upon the termination of the
Merger Agreement under specified circumstances, the Company may be required to
pay IHOP a termination fee equal to $60 million.
The foregoing summary of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Merger Agreement attached
hereto as Exhibit 2.1, which is incorporated herein by reference
Additional Information and Where to Find It
In connection with the proposed transaction, IHOP Corp. and Applebee's
International, Inc. will be filing documents with the Securities and Exchange
Commission (the "SEC"), and Applebee's intends to file a related preliminary and
definitive proxy statement. Investors and security holders are urged to read the
related preliminary and definitive proxy statement when it becomes available
because it will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of these documents (when
they are available) and other documents filed with the SEC at the SEC's web site
at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by IHOP Corp. by contacting IHOP
Investor Relations at 818-240-6055. Investors and security holders may obtain
free copies of the documents filed with the SEC by Applebee's by contacting
Applebee's Investor Relations at 913-967-4000. In addition, you may also find
information about the merger transaction at www.ihopapplebeesacquisition.com.
Applebee's and their directors and executive officers may be deemed
participants in the solicitation of proxies from the stockholders of Applebee's
in connection with the proposed transaction. Information regarding the special
interests of these directors and executive officers in the proposed transaction
will be included in the proxy statement of Applebee's described above.
Additional information regarding the directors and executive officers of
Applebee's is also included in Applebee's proxy statement for its 2007 Annual
Meeting of Stockholders, which was filed with the SEC on April 9, 2007, and the
supplemental proxy statement filed on May 1, 2007. These documents are available
free of charge at the SEC's web site at www.sec.gov and from Investor Relations
at IHOP and Applebee's as described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
2.1 Agreement and Plan of Merger among IHOP Corp., CHLH Corp., and
Applebee's International, Inc., dated July 15, 2007.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 18, 2007
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Rebecca Tilden
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Rebecca Tilden
Vice President, General Counsel
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger among IHOP Corp., CHLH Corp., and
Applebee's International, Inc., dated July 15, 2007.
4