DEFA14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
APPLEBEE'S INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction
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(2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on
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FOR IMMEDIATE RELEASE
Contact: Laurie Ellison 913.967.2718
Glass Lewis Recommends `For'
Sale of Applebee's International to IHOP Corp.
OVERLAND PARK, KAN., Oct. 18, 2007 - Applebee's International, Inc.
(Nasdaq:APPB) today announced that Glass Lewis & Co., one of the nation's
leading independent proxy advisory firms, recommended that Applebee's
stockholders vote "FOR" the proposed sale of the company to IHOP Corp.
Applebee's and IHOP entered into a definitive agreement on July 16, 2007, to
combine the two companies in an all-cash transaction under which Applebee's
shareholders will receive $25.50 per share of Applebee's common stock.
Applebee's International will hold a special meeting of stockholders to vote on
the proposed sale at 10 a.m. (Central Time) on Oct. 30, 2007, at the Doubletree
Hotel in Overland Park, Kan.
"The recommendation of Glass Lewis supports the Applebee's Board's decision that
this sale is in the best interest of Applebee's shareholders," said Laurie
Ellison, spokesperson for the company. "The board urges all Applebee's
shareholders to vote their shares `FOR' the sale with IHOP."
The company noted that Proxy Governance, another proxy advisory firm, today
recommended against the sale.
Ellison said, "We respectfully disagree with Proxy Governance's recommendation.
Our board of directors recommends stockholders vote in favor of the proposed
sale."
Stockholders who have questions about the merger or need assistance in
submitting their proxy or voting their shares should contact Applebee's proxy
solicitor, Innisfree M&A., toll-free at (877) 687-1866.
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October 18, 2007
About Applebee's
Applebee's International, Inc., headquartered in Overland Park, Kan., develops,
franchises and operates restaurants under the Applebee's Neighborhood Grill &
Bar brand, the largest casual dining concepts in the world. As of Sept. 30,
2007, there were 1,953 Applebee's restaurants operating system-wide in 49
states, 17 international countries and one U.S. territory, of which 510 were
company-owned. Additional information on Applebee's International can be found
at the company's website (www.applebees.com).
Additional Information and Where to Find It
In connection with the proposed transaction, IHOP Corp. and Applebee's
International will be filing documents with the Securities and Exchange
Commission (the "SEC"), and Applebee's has filed a related definitive proxy
statement. Investors and security holders are urged to read the definitive proxy
statement because it contains important information about the proposed
transaction. Investors and security holders may obtain free copies of the
definitive proxy statement and other documents filed with the SEC at the SEC's
website 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 is included
in the definitive 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 website at www.sec.gov and from Investor Relations
at IHOP and Applebee's as described above.