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                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
                       the Securities Exchange Act of 1934

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                         APPLEBEE'S INTERNATIONAL, INC.
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                (Name of Registrant as Specified In Its Charter)


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10 things you can do now to take control of your life

An e-mail that Senior VP Phil Crimmins sent to his Development team following
the news of Applebee's proposed sale has been making its way around the building
ever since. It's full of expectation and real-word advice to help all of us
navigate the future. Although he never thought it would end up being posted,
Phil has generously agreed to allow us to share it. Here goes....

"The recent merger announcement has had us all doing a little thinking about our
futures. That's good. It shouldn't take big news like this to make us think
about our long term plans, but, it sure did the trick. And the news about
"transition" policies and programs is good news when considering the future.

Here are 10 things you can do right away to make sure this transition has a
positive outcome for you:

1. Be positive. I waited a couple of weeks to say this because we were all going
through the stages of grief. But, it's time to face the new world. When we are
depressed, negative, cranky, etc., we are just not attractive to others,
especially someone who might be considering us for our next job - on the IHOP
team or elsewhere. Someone once told me that a bad attitude is really just a bad
habit. Don't develop this one.

2. Identify what the upside can be for you. Some of you will be valued even more
by the company after the merger than you were before the merger. IHOP will have
a lot of debt and they will highly value those who can help them cover their
debt by selling and managing franchises, improving the brand image, increasing
sales, etc. Certain people on our team will have a better future in the new
IHOP/Applebee's company than they would have had otherwise. And if you believe
that you won't be here for the long term, you especially should focus on your
personal upside. Develop a clear understanding of what would be an improvement
for you, e.g., your compensation, your commute, the kind of work you do, your
position, where you live, etc.

3. Develop your own strategic alternatives. Start with an honest study of IHOP.
How much do you really know about them and their plans? How would you feel in
four years if, after leaving on your own accord, you find that they have
continued to grow and be successful? In addition, you should develop realistic
alternatives to achieve your upside. You will feel less afraid and more in
control when you have a choice of alternatives.

4. Call your professional colleagues: all your old bosses, peers and
subordinates to make sure you have current contact information (so you can use
them as references). In the process, you can let them know what is going on in
your life and ask them for advice. Refer to No. 1 above.

5. Write your two-minute introduction, otherwise known as your elevator speech.
Imagine that you got in an elevator and met the president of the company you
would most like to work for. (S)he asks, "So what do you do?" You've got two
minutes to impress her with your achievements.

6. Find your old resume. Read it. Destroy it. Prepare a new one. That's because
you are now a more accomplished and more mature professional.

7. Star in your own commercial. That's a nice way of saying to take inventory of
your wardrobe, your hairstyle, your 12-year old glasses, etc. You really do have
to make a good first impression.

8. Get healthy. Go to the doctor for your check-up. Visit the dentist. Be
current with all your care providers. Lose weight, exercise, eat right. Be at
your best. Changing jobs can be stressful. Your insurance may change in the next
months or years. A career search is like a second job. Get in shape so you can
handle it.


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9. Do a financial audit. How much do those balances really add up to? How much
money do you really need to live on? What maintenance or major expenses can you
see coming? What can you do with your money now to make a change less worrisome?

10. Be there for your loved ones. This process may be worse for the people you
live with. Tell them what is going on. Include them in these steps. Give them a
role to play in your transition. Pay close attention to how you (plural) are
managing the stress that comes with this process.

And finally, set a team goal with your department. But only if you have
everyone's support. And that is for all of us to turn this unexpected change
into a positive outcome for each and every one of us. We each have something we
can contribute to the cause. Are you up for it?



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 intends to file a related preliminary and
definitive proxy statement. Investors and security holders are urged to read the
related preliminary and definitive proxy 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 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 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 website at www.sec.gov and from Investor Relations
at IHOP and Applebee's as described above.


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