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) December 3, 2004 (December 7, 2004)
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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 satiify the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below): 1
[ ] Written communications pursuant to Rule 425 under the Securities Act
CFR 230.425)
[ ] Soliciting material pursuant to Rule 17a-12 under the Exchange Act (17 CFR
240.14d-2(b))
[ ] 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.
As of December 3, 2004, Applebee's International, Inc., a Delaware
corporation (the "Company") entered into a five-year $150,000,000 revolving
credit agreement (the "Credit Facility"). The Credit Facility replaces a
three-year $150,000,000 facility entered into as of November 5, 2001, with a
syndicate of eight banks agented by Bank One, NA and arranged by Bank One
Capital Markets, Inc., as amended (the "Prior Credit Facility"). The Credit
Facility was obtained for general corporate purposes, including for working
capital, refinancing existing indebtedness, dividends, stock repurchases and
permitted acquisitions. JPMorgan Chase Bank, N.A., serves as Swing Line Lender,
LC Issuer and Administrative Agent for the Lenders, Fleet National Bank,
SunTrust Bank, Citicorp Leasing, Inc. and The Bank of Tokyo-Mitsubishi, Ltd.,
Chicago Branch, serve as Syndication Agents, and J.P. Morgan Securities Inc., as
Sole Lead Arranger and Sole Book Runner.
The terms of the Credit Facility provide for a $10,000,000 swingline
subcommitment and a $40,000,000 letter of credit subcommitment. The interest
rate charged on borrowings can vary depending on the types of advances or loans
the Company selects under the Credit Facility. The Company's options for the
rate include (i) the Base Rate, or (ii) a LIBOR Rate plus an applicable margin.
The Base Rate is defined to be the higher of JP Morgan Chase Bank, N.A.'s prime
rate or the Federal Funds Effective Rate plus 0.5%. The applicable margin for
the LIBOR Rate based option is a percentage ranging from 0.50% to 0.875%, based
on the Company's Leverage Ratio (as defined in the Credit Facility) as of the
most recent report to the Lenders. Interest payments on all loans and advances,
with the exception of advances subject to the LIBOR Rate, must be paid on the
last day of each March, June, September, December and upon the termination of
the Credit Facility. Interest payments on advances subject to the LIBOR Rate
must be paid on the last day of the applicable interest period as selected by
the Company under the terms of the Credit Facility. All outstanding loans and
advances shall be paid in full by the Company on December 3, 2009, or upon the
termination of the Credit Facility. The Company may prepay loans and advances
without penalty or premium in accordance with the terms of the Credit Facility.
The Credit Facility contains financial covenants, including covenants
setting a maximum leverage ratio, a minimum fixed charge coverage ratio, and a
maximum ratio of indebtedness to total capitalization.
The Credit Facility contains customary affirmative covenants, including,
without limitation, use of proceeds, notice of default, conduct of business, the
filing of taxes, the maintenance of insurance, compliance with laws, maintenance
of properties, inspection of books and records, keeping of books and records,
addition of guarantors, and the furnishing of financial statements. The Credit
Facility also contains customary restrictive covenants, including without
limitation, restrictions on the following: dividends and distributions, mergers,
sale of assets, investments and acquisitions, liens, affiliate transactions,
financial contracts, ERISA obligations, and environmental compliance.
The Credit Facility contains customary events of default, including without
limitation, failure to make payment in connection with the Credit Facility when
due, materially incorrect representations and warranties, breach of covenants,
events of bankruptcy, default of indebtedness in excess of $20,000,000 of the
Company or any of its subsidiaries, the occurrence of one or more unstayed or
undischarged judgment in excess of $20,000,000, changes in custody or control of
the Company's property, changes in control of the Company, discontinuance or
failure of any guaranty, the failure of any of the loan documents to remain in
full force, and the failure to properly fund its employee benefit plans. The
Credit Facility also includes customary provisions protecting the Lenders
against increased cost or loss of yield resulting from changes in tax, reserve,
capital adequacy and other requirements of law.
Payments of outstanding advances may be accelerated, at the option of the
Lenders, should the Company experience any event of default other than events of
bankruptcy in its obligation under the Credit Facility. Upon events of
bankruptcy, the Company's obligation under the Credit Facility becomes
immediately due and payable.
Also on December 3, 2004, the Company's Prior Credit Facility was
terminated as a result of all the parties thereto completing their respective
obligations. The Company drew down $38,000,000 under the Credit Facility to
repay borrowings outstanding under the Prior Credit Facility. Additionally,
$11,972,000 of the letter of credit subcommitment was utilized to replace
letters of credit outstanding under the Prior Credit Facility.
The Credit Facility is hereby incorporated by reference and attached hereto
as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information described above under "Item 1.01. Entry into a Material
Definitive Agreement" is hereby incorporated by reference.
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Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 5-Year Revolving Credit Agreement, dated as of December 3, 2004,
by and among Applebee's International, Inc., JPMorgan Chase Bank,
N.A. as Swing Line Lender, LC Issuer and Administrative Agent and
certain other parties thereto.
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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: December 7, 2004
APPLEBEE'S INTERNATIONAL, INC.
By: /s/ Steven K. Lumpkin
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Steven K. Lumpkin
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit
Number Description
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10.1 5-Year Revolving Credit Agreement, dated as of December 3,
2004, by and among Applebee's International, Inc., JPMorgan
Chase Bank, N.A. as Swing Line Lender, LC Issuer and
Administrative Agent and certain other parties thereto.
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