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)                              April 25, 2007
                                 -----------------------------------------------

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


           DELAWARE                   000-17962                43-1461763
------------------------------     ----------------     ------------------------
 (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)

[  ] 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))

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Item 1.01  Entry into a Material Definitive Agreement.

     The discussion under Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
           Appointment   of  Certain  Officers;  Compensatory  Arrangements  of
           Certain Officers.

     On April 25, 2007,  Applebee's  International,  Inc.  (the  "Company")  and
Breeden  Capital  Management LLC and its affiliated  investment  funds ("Breeden
Capital") entered into an agreement (the "Settlement  Agreement") appointing Mr.
Richard  Breeden and Mr.  Laurence  Harris,  effective  April 26,  2007,  to the
Applebee's board and ending the proxy contest that was to occur at the Company's
2007 Annual  Meeting of  Stockholders.  Pursuant to the terms of the  Settlement
Agreement,  Mr.  Breeden and Mr. Harris will be added to the  Company's  revised
slate of director nominees 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:  Mr.  Breeden,  Mr.
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  April  26,  2007,  Mr.  Breeden  is a  member  of  the  Strategy
Committee,  the  Corporate  Governance/Nominating  Committee  and the  Executive
Compensation   Committee,   and  Mr.   Harris  is  a  member  of  the  Corporate
Governance/Nominating Committee and the Audit Committee.

     The  Settlement  Agreement  also  calls  for  Breeden  Capital  to  observe
customary  restrictions on conducting proxy contests.  These  restrictions  will
remain in place so long as a Breeden  Capital  nominee  remains  on the Board of
Directors  of the  Company.  The Company  plans to return to a 12 member  board,
including Mr. Breeden and Mr. Harris, by the 2008 Annual Meeting. The Settlement
Agreement  also provides for the  reimbursement  of certain  expenses of Breeden
Capital in  connection  with the proxy  contest.  The  Settlement  Agreement  is
attached as Exhibit 10.1 hereto and incorporated herein by reference.  The press
release announcing the Settlement Agreement is attached as Exhibit 99.1 hereto.

     Mr. Breeden has served since 2005 as Chairman and Chief  Executive  Officer
of  Breeden  Capital  Management  LLC,  the  manager  of a series of  affiliated
investment  funds.  He has also  served  since  1996 as  Chairman  of Richard C.
Breeden & Co., LLC ("Breeden & Co."), a professional  services firm specializing
in  strategic  consulting,  financial  restructuring  and  corporate  governance
advisory services.  Mr. Breeden is a former Chairman of the U.S.  Securities and
Exchange Commission and former Corporate Monitor of WorldCom,  Inc. He currently
serves on the Board of Banco Bilbao  Vizcaya  Argentaria,  S.A., of Spain (NYSE:
BBV), one of the 20 largest banks in the world by market capitalization.

     Mr. Harris is Of Counsel to the law firm Patton Boggs LLP and was a partner
with the firm from May 2001 until  December  2004.  From  December 1996 to April
2001,  Mr.  Harris was senior vice  president  and general  counsel of Teligent,
Inc.,  an  international  telecommunications  company.  Mr. Harris serves on the
board of  directors  and is chairman  of the audit  committee  of Sports  Brands
International,  Inc.,  the parent  company  of FILA,  and serves on the board of
directors and is chairman of the audit  committee of Inphonic  Inc., a seller of
online wireless services and products.

<PAGE>

     Mr. Breeden and Mr. Harris were  appointed to the Board in accordance  with
the terms of the  Settlement  Agreement  discussed  above.  There are no related
party transactions between the Company and Mr. Breeden or Mr. Harris.

     Each of them will  receive the  standard  compensation  received by outside
members of the Board of Directors. These compensation arrangements are discussed
in the Company's most recent proxy  statement  filed in connection with the 2007
Annual Meeting of Stockholders.  Each of them will also enter into the Company's
standard director and officer indemnification  agreement which provides that the
Company  will hold them  harmless  generally  to the full  extent  permitted  by
Delaware law.

Item 5.03  Amendment  to Articles  of Incorporation or  Bylaws; Change in Fiscal
           Year.

     Effective  April 26, 2007 the Board of Directors of the Company  adopted an
amendment to Article III, Section 1 of the Bylaws of the Company, increasing the
possible size of the Board of Directors.  Previously,  the Bylaws  provided that
the  number of members  of the Board of  Directors  would be not less than 9 nor
more than 13, with the exact number set by resolution of the Board of Directors.
After the  amendment,  the Bylaws provide that this number is no less than 9 nor
more than 14, with the exact number set by resolution of the Board of Directors.
The  complete  text of the  amendment  is  included as Exhibit 3.1 hereto and is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

      (d) EXHIBITS. The following exhibits are filed herewith:

          3.1    Amendment   to  Amended   and  Restated  Bylaws  of  Applebee's
                 International, Inc. dated April 26, 2007

          10.1   Settlement Agreement  among  Applebee's International, Inc. and
                 Breeden Capital Management LLC and  its  affiliated funds dated
                 April 25, 2007

          99.1   Press  release   of   Applebee's  International,  Inc.,  dated
                 April 26, 2007





<PAGE>


                                   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:  April 30, 2007

                         APPLEBEE'S INTERNATIONAL, INC.


                                        By: /s/ Steven K. Lumpkin
                                           -------------------------------------
                                           Steven K. Lumpkin
                                           Executive Vice President and
                                           Chief Financial Officer


<PAGE>



                                  Exhibit Index

Exhibit
Number     Description
-------    -----------
3.1        Amendment to Amended and Restated Bylaws of Applebee's International,
           Inc. dated April 26, 2007

10.1       Settlement Agreement among Applebee's International, Inc. and Breeden
           Capital Management LLC and its affiliated funds dated April 25, 2007

99.1       Press release of Applebee's International, Inc., dated April 26, 2007


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