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):  July 27, 2012

 


 

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

 


 

Delaware

 

95-3038279

(State or other jurisdiction
of incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

450 North Brand Boulevard, Glendale, California

 

91203-2306

(Address of principal executive offices)

 

(Zip Code)

 

(818) 240-6055

(Registrant’s telephone number, including area code)

 


 

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 (see General Instruction A.2. below):

 

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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)           On July 31, 2012, DineEquity, Inc., a Delaware corporation (the “Corporation”), announced that Jean M. Birch, President of the IHOP Business Unit, would be leaving the Corporation effective as of August 27, 2012.

 

(e)           Upon her departure from the Corporation, Ms. Birch will be entitled to severance payments and benefits in accordance with the terms of her Employment Agreement dated as of June 22, 2009.

 

Item 7.01.              Regulation FD.

 

On July 31, 2012, the Corporation also issued a press release announcing the departure of Ms. Birch.   A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

The information contained in this Item 7.01, including the related information set forth in the press release attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Press Release issued by the Corporation on July 31, 2012

 

2



 

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 thereunto duly authorized.

 

 

Date: July 31, 2012

DINEEQUITY, INC.

 

 

 

 

 

 

 

By:

/s/ Bryan R. Adel

 

 

Bryan R. Adel
Senior Vice President, Legal, General
Counsel and Secretary

 

3


Exhibit 99.1

 

GRAPHIC

 

Investor Contact

Ken Diptee

Executive Director, Investor Relations

DineEquity, Inc.

818-637-3632

 

Media Contact

Lucy Neugart and Samantha Verdile

Sard Verbinnen & Co.

415-618-8750

 

DineEquity, Inc. Announces Departure of Jean M. Birch, President of IHOP

 

GLENDALE, Calif., July 31, 2012 — DineEquity, Inc. (NYSE: DIN), the parent company of Applebee’s Neighborhood Grill & Bar and IHOP Restaurants, today announced that Jean M. Birch, President of IHOP, will leave the Company effective August 27, 2012.

 

DineEquity has commenced a search for a new President of IHOP. Julia A. Stewart, DineEquity’s Chairman and Chief Executive Officer, will assume day-to-day leadership of the brand and provide strategic direction until a successor is identified.

 

“I want to thank Jean for her dedication and leadership.  She has made lasting contributions to the brand and has identified ways to expand our breakfast platform.  I wish Jean all the best on her future endeavors,” said Ms. Stewart.  “Along with IHOP’s talented management team, I am committed to meeting our goals and creating an insurmountable lead in family dining.”

 

For the fifth consecutive year, IHOP was ranked first in the family dining category by Nation’s Restaurant News on the basis of U.S. system-wide sales for the latest completed fiscal year.

 

About DineEquity, Inc.

 

Based in Glendale, California, DineEquity, Inc., through its subsidiaries, franchises and operates under the Applebee’s Neighborhood Grill & Bar and IHOP brands.  With more than 3,500 restaurants combined in 18 countries, over 400 franchisees and approximately 200,000 team members (including franchisee- and company-operated restaurant employees), DineEquity is one of the largest full-service restaurant companies in the world.  For more information on DineEquity, visit the Company’s Web site located at www.dineequity.com.

 



 

Forward-Looking Statements

 

Statements contained in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from those expressed or implied in such statements. These factors include, but are not limited to: the effect of general economic conditions; the Company’s substantial indebtedness; risk of future impairment charges; the Company’s results in any given period differing from guidance provided to the public; the highly competitive nature of the restaurant business; the Company’s business strategy failing to achieve anticipated results; risks associated with the restaurant industry; shortages or interruptions in the supply or delivery of food; changing health or dietary preferences; our dependence upon our franchisees; our engagement in business in foreign markets; harm to our brands’ reputation; litigation; environmental liability; liability relating to employees; failure to comply with applicable laws and regulations; failure to effectively implement restaurant development plans; concentration of Applebee’s franchised restaurants in a limited number of franchisees; credit risk from IHOP franchisees operating under our previous business model; termination or non-renewal of franchise agreements; franchisees breaching their franchise agreements; insolvency proceedings involving franchisees; changes in the number and quality of franchisees; inability of franchisees to fund capital expenditures; third-party claims with respect to intellectual property assets; heavy dependence on information technology; failure to protect the integrity and security of individually identifiable information; failure to execute on a business continuity plan; inability to attract and retain talented employees; risks associated with retail brand initiatives; failure of our internal controls; and other factors discussed from time to time in the Company’s Annual and Quarterly Reports on Forms 10-K and 10-Q and in the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this release are made as of the date hereof and the Company assumes no obligation to update or supplement any forward-looking statements.