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APPLEBEE'S INTERNATIONAL, INC.
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FOR IMMEDIATE RELEASE
Investor Contact:
Carol DiRaimo, (913) 967-4109
Media Contact:
Laurie Ellison, (913) 967-2718
Applebee's International and Breeden Capital Announce Settlement
Richard Breeden and Laurence Harris Join Applebee's Board of Directors
OVERLAND PARK, Kan., April 26, 2007 - Applebee's International, Inc.
(Nasdaq:APPB) and Breeden Capital Management LLC ("Breeden Capital") and its
affiliated investment funds today announced an agreement appointing Mr. Richard
Breeden and Mr. Laurence Harris to the Applebee's board and ending the proxy
contest that was to occur at the company's 2007 Annual Meeting of Stockholders.
Mr. Breeden and Mr. Harris have been elected to the Applebee's board effective
April 26, 2007, and they will also be added to the company's revised slate of
director nominees for three-year terms at the Annual Meeting. The slate of
director nominees to be presented by the company for election at the 2007 Annual
Meeting of Stockholders will now consist of the following six persons: Richard
C. Breeden, Laurence E. Harris, Jack P. Helms, Lloyd L. Hill, Burton ("Skip") M.
Sack, and Michael A. Volkema. Mr. Hill continues to serve as chairman of the
board of directors of the newly expanded 14-member board.
Effective today, Mr. Breeden is a member of the Strategy Committee, joining the
Committee's ongoing review of potential strategic alternatives. Mr. Breeden has
also become a member of the Corporate Governance/Nominating Committee and the
Executive Compensation Committee. Mr. Harris has become a member of the
Corporate Governance/Nominating Committee and the Audit Committee. The agreement
also calls for Breeden Capital and its affiliated investment funds to observe
customary restrictions on conducting proxy contests so long as a Breeden nominee
remains on the company's board.
Mr. Helms, the chairman of Applebee's Corporate Governance/Nominating Committee
commented, "Applebee's board is pleased to have reached this agreement and
welcomes Mr. Breeden and Mr. Harris as new members. Mr. Breeden has broad
experience as a former Chairman of the U.S. Securities and Exchange Commission
and has completed notable work on behalf of shareholders' interests at several
large companies. Mr. Harris has his own strong track record in business, and
brings significant experience in mergers and acquisitions and other areas of
corporate finance."
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April 26, 2007
Page 2
"Applebee's management and board of directors concur with Mr. Breeden that
recent company performance must improve," said Helms. "Mr. Breeden has raised a
number of fair and appropriate questions which our management and board will
continue to consider and address. Additionally, as we continue our evaluation of
a broad range of strategic alternatives to strengthen the business and reward
shareholders, we look forward to working constructively with Mr. Breeden and Mr.
Harris to build an exciting future for all Applebee's stakeholders."
"During the course of discussions over the past few months, we realized that all
parties share a strong desire to strengthen and improve the company. We are
confident that Mr. Breeden and Mr. Harris will be joining us as supportive and
productive members of our board of directors and, in that fashion, the board
concluded that this settlement is in the best interests of our shareholders."
Mr. Breeden said, "Larry Harris and I are excited to join the Applebee's board
at a pivotal point in the company's history. Breeden Partners invested in
Applebee's because we believe that it is a fundamentally strong company with an
exceptional network of franchisees, loyal and hardworking associates, a capable
management team and a strong, high-integrity board. We believe that working
together, we can make a strong contribution to helping renew Applebee's
traditional strengths while also adding significant value for shareholders. Our
conversations to date with management and representatives of the board have only
deepened our convictions about the underlying quality and character of the
Applebee's organization.
"With all parties willing to work together positively to look at the issues and
to design new solutions for the future, there is no reason that Applebee's
cannot make strong progress in a number of areas," Mr. Breeden said. "I am
convinced that as a group we can provide the leadership to help make Applebee's
better, stronger and more valuable for the benefit of all."
As previously announced, the Applebee's 2007 Annual Meeting of Stockholders will
be held on May 25, 2007, in Overland Park, Kansas. The company plans to return
to a 12-member board, including Messrs. Breeden and Harris, by the company's
2008 Annual Meeting.
Important Note Regarding Proxy Materials
Applebee's stockholders may have received definitive proxy materials and proxy
cards from both Applebee's and Breeden Capital. Stockholders are requested by
both Applebee's and Breeden Capital NOT to vote on the proxy cards previously
supplied and instead to vote on the GREEN proxy card to be included with the
supplemental proxy materials that will be subsequently mailed to all Applebee's
stockholders and filed with the Securities and Exchange Commission. Questions
about the voting of proxies should be addressed to Applebee's proxy solicitation
firm, Innisfree M&A Incorporated, toll-free at 1 (877) 825-8631.
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April 26, 2007
Page 3
About Applebee's International, Inc.
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 concept in the world. As of April 1, 2007,
there were 1,930 Applebee's restaurants operating system-wide in 49 states, 16
international countries, and one U.S. territory. Additional information on
Applebee's International can be found at the company's website
(www.applebees.com).
About Breeden Capital Management LLC
Breeden Capital Management LLC is based in Greenwich, Connecticut. Both Breeden
Partners and Breeden Capital Management were founded by Richard C. Breeden,
former Chairman of the U.S. Securities and Exchange Commission. The firm has a
total of approximately 20 professionals, and, together with its affiliates, it
has more than $1 billion in assets under management. Breeden Partners invests in
the securities of publicly traded companies based in the United States and
Canada. Through fostering improvements in both operating and governance
practices, the fund seeks to help portfolio companies achieve higher earnings
and command a higher multiple on such earnings in the marketplace. Breeden
Partners and its affiliates own 4,025,000 shares of Applebee's.
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