UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): February 23, 2009

 

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-15283

 

95-3038279

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

450 North Brand, Glendale, California

 

91203

(Address of Principal Executive Offices)

 

(Zip Code)

 

(818) 240-6055

(Registrant’s telephone number, including area code)

 

Not applicable

(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

The following disclosure is made pursuant to Item 5.02(c):

 

On February 23, 2009, the Registrant announced the appointment of John “Jack” F. Tierney to the position of chief financial officer, effective immediately.

 

Mr. Tierney, 56, most recently served as CFO of The Dial Corporation, a $1.5 billion laundry, home care, beauty and personal care products business.  Mr. Tierney joined Dial in 1999, and during his tenure at Dial, also held responsibilities for product supply and information technology. For the past three decades Mr. Tierney served in a variety of senior finance roles including chief financial officer, controller and chief accounting officer for both domestic and international companies.  Prior to Dial, Mr. Tierney served as chief financial officer at both Global Passenger Services and Brother Industries.  Earlier in his career, he served in Controller positions at Perdue Farms and Nestle USA and Treasury positions at Reuters and Gulf Oil.  Following Chevron’s acquisition of Gulf Oil, Mr. Tierney helped successfully managed Chevron’s $13 billion debt portfolio.

 

Mr. Tierney has no family relationship with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer.

 

The following is a brief summary of the terms of Mr. Tierney’s employment:

 

Salary. Mr. Tierney will receive an annual salary of $400,000.  Mr. Tierney’s salary is subject to modification during Mr. Tierney’s employment in accordance with the Company’s practices, policies and procedures and Mr. Tierney’s performance.  Mr. Tierney will participate in the Company’s Executive Incentive Plan (the “Plan”) with a target bonus of 75% of his base salary.  Mr. Tierney is eligible for a full year bonus starting for the 2009 plan year, as outlined in the Plan, based on the Company’s and Mr. Tierney’s performance.

 

Restricted Stock  Mr. Tierney will receive a restricted stock grant of 20,000 shares, which will have a three-year cliff vest from the date of grant.  Thereafter, Mr. Tierney will be eligible for annual restricted stock grants as determined by the Company’s Board of Directors and governed by the applicable plan.

 

Stock Options  Mr. Tierney will receive a stock option grant of 80,000 shares, which will have a three-year ratable vesting from the date of grant. Thereafter, Mr. Tierney will be eligible for annual stock option grants as determined by the Company’s Board of Directors and governed by the applicable plan.

 

Sign-on Bonus Mr. Tierney will receive a sign-on bonus of $100,000, subject to repayment in full if Mr. Tierney voluntarily terminates his employment prior to the anniversary of his start date.

 

Other Benefits.  Mr. Tierney will be entitled to participate in the Company’s vacation, health, dental, life, retirement plans, and other benefits, as well as the Company’s deferred compensation arrangements and enhanced life and long term disability insurance benefits provided to executives.  The Company will cover all the costs for one complete physical exam for Mr. Tierney each year.  Mr. Tierney will receive a car allowance of $850 per month plus reimbursement of all automobile expenses such as gasoline, maintenance, insurance, and vehicle registration. Mr. Tierney will also receive relocation benefits associated with the sale of his current residence, the purchase of a new home and the relocation of household goods, along with eight months of temporary housing.

 

A copy of the press release announcing Mr. Tierney’s appointment is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release of Registrant dated February 23, 2009, re appointment of John “Jack” F. Tierney to the position of chief financial officer

 

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SIGNATURE

 

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: February 27, 2009

 

DineEquity, Inc.

 

 

 

 

 

By:

/s/ MARK D. WEISBERGER

 

 

 

Name: Mark D. Weisberger

 

 

 

Title: Vice President - Legal,
          Secretary and General Counsel

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press release of Registrant dated February 23, 2009, re appointment of John “Jack” F. Tierney to the position of chief financial officer

 

 

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Exhibit 99.1

 

 

 

News Release

Investor Contact

Stacy Roughan

Director, Investor Relations

DineEquity, Inc.

818-637-3632

 

Media Contact

Lucy Neugart

Sard Verbinnen & Co.

415-618-8750

 

DineEquity, Inc. Appoints Jack Tierney Chief Financial Officer

 

GLENDALE, Calif., February 23, 2009 — DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, today announced the appointment of John “Jack” F. Tierney to the position of chief financial officer, effective today.  Interim chief financial officer Greggory Kalvin will resume his prior role as vice president, corporate controller.

 

Mr. Tierney, a Certified Public Accountant, has for the past three decades served in a variety of senior finance roles including chief financial officer, controller and chief accounting officer for both domestic and international companies.  He most recently served as CFO of The Dial Corporation, a $1.5 billion laundry, home care, beauty and personal care products business.  During his tenure at Dial, Mr. Tierney also held responsibilities for product supply and information technology.  He joined Dial in 1999 prior to its acquisition by Henkel KGaA.

 

Prior to Dial, Mr. Tierney served as chief financial officer at both Global Passenger Services and Brother Industries.  Earlier in his career, he served in Controller positions at Perdue Farms and Nestle USA and Treasury positions at Reuters and Gulf Oil.  Following Chevron’s acquisition of Gulf Oil, Mr. Tierney helped successfully managed Chevron’s $13 billion debt portfolio. Mr. Tierney has a BBA and an MBA from Temple University.

 

Julia A. Stewart, DineEquity’s chairman and chief executive officer, said, “The Board and I are pleased that we have been able to attract a CFO candidate with Jack’s qualifications and believe his extensive experience across several industries will benefit the Company and its shareholders in the years ahead.  Jack brings with him a deep understanding of the capital markets and years of hands on experience in nearly every aspect of corporate finance.  These strengths represent a tremendous asset for DineEquity as we successfully execute our strategic agendas for Applebee’s and IHOP.”

 

“I am excited to join DineEquity at such a pivotal time and believe there is a tremendous opportunity to deliver solid results for our shareholders, employees and franchisees,” said Jack Tierney.  “With prudent management of the balance sheet and debt position, and continued execution of the strategic plan, I am confident that DineEquity can not only manage through this challenging economic environment, but come out of it a stronger Company.”

 

 

DineEquity, Inc.

 

450 North Brand Blvd., 7th Floor

 

Glendale, California 91203-4415

 

866.995.DINE

 



 

About DineEquity, Inc.

 

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates restaurants under the Applebee’s Neighborhood Grill & Bar and IHOP brands.  With approximately 3,400 restaurants combined, DineEquity is the largest full-service restaurant company in the world.  For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

 

Forward-Looking Statements

 

There are forward-looking statements contained in this news release. They use such words as “may,” “will,” “expect,” “believe,” “plan,” or other similar terminology, and include statements regarding the strategic and financial benefits of the acquisition of Applebee’s International, Inc., expectations regarding integration and cost savings, and other financial guidance. These statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results to be materially different than those expressed or implied in such statements. These factors include, but are not limited to: the implementation of the Company’s strategic growth plan; the availability of suitable locations and terms for the sites designated for development; the ability of franchise developers to fulfill their commitments to build new restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; risks associated with executing the Company’s strategic plan for Applebee’s; risks associated with the Company’s incurrence of significant indebtedness to finance the acquisition of Applebee’s; the failure to realize the synergies and other perceived advantages resulting from the acquisition; costs and potential litigation associated with the acquisition; the ability to retain key personnel after the acquisition; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customers or food supplies; or acts of war or terrorism; availability and cost of materials and labor; cost and availability of capital; competition; continuing acceptance of the IHOP, International House of Pancakes and Applebee’s brands and concepts by guests and franchisees; the Company’s overall marketing, operational and financial performance; economic and political conditions; adoption of new, or changes in, accounting policies and practices; and other factors discussed from time to time in the Company’s news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of Annual and Quarterly Reports on Forms 10-K and 10-Q. Forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, the Company disclaims any intent or obligation to update these forward-looking statements.

 

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