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): February 9, 2007

IHOP CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-15283

 

95-3038279

(State or other jurisdiction of
incorporation or organization)

 

(Commision
File Number)

 

(I.R.S. 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 8.01.   OTHER EVENTS.

On February 9, 2007, IHOP Corp. issued a press release entitled “IHOP Corp. Extends Timeframe for Refinancing Completion.”  A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference.

Also on February 9, 2007, IHOP Corp. issued a press release entitled “IHOP Corp. to Address Trademark Registration Issues.”  A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit

Number

 

Description

99.1

 

Press release of Registrant, dated February 9, 2007.

99.2

 

Press release of Registrant, dated February 9, 2007.

 

2




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.

IHOP CORP.

Date: February 12, 2007

By:

/s/ THOMAS CONFORTI

 

 

Thomas Conforti

 

 

Chief Financial Officer(Principal Financial Officer)

 

3




EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release of Registrant, dated February 9, 2007.

99.2

 

Press release of Registrant, dated February 9, 2007.

 

4



Exhibit 99.1

FOR IMMEDIATE RELEASE

Stacy Roughan

Director, Investor Relations

IHOP Corp.

818-637-3632

IHOP CORP. EXTENDS TIMEFRAME FOR REFINANCING COMPLETION

GLENDALE, Calif., February 9, 2007 — IHOP Corp. (NYSE: IHP) today announced that it will delay the completion of its corporate refinancing currently underway, and that it now expects this transaction will be completed after the Company resolves issues related to its trademarks and service marks.

Subsidiaries of IHOP Corp. intend to issue up to $200 million of notes in a private securitization; consisting of $175 million in medium term notes and $25 million of variable funding notes.  The proceeds from this transaction will be distributed to IHOP Corp. and used primarily to repay IHOP Corp.’s existing indebtedness and for share repurchases.

The securities will not be registered under the Securities Act of 1933, as amended, or any state securities laws and, unless so registered, may not be offered or sold in the United States, or any other jurisdiction, absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws.

About IHOP Corp.

The IHOP family restaurant chain has been serving a wide variety of breakfast, lunch and dinner selections for more than 45 years.  Offering 14 types of pancakes as well as omelettes, breakfast specialties, burgers, sandwiches, salads, chicken and steaks, IHOP’s diverse menu appeals to people of all ages. IHOP restaurants are franchised and operated by Glendale, California based IHOP Corp.  As of December 31, 2006, the end of IHOP’s fourth quarter, there were 1,302 IHOP restaurants in 49 states and Canada.  IHOP Corp. common stock is listed and traded on the NYSE under the symbol “IHP.”  For more information, call the Company’s headquarters at (818) 240-6055 or visit the Company’s Web site located at www.ihop.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. 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: risks associated with 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 IHOP restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; conditions beyond the Company’s control such as weather, natural disasters,

 

450 N. Brand Boulevard • 7th Floor • Glendale, CA 91203-2306 • Phone: (818) 637-3632 • Fax: (818) 637-3120

 

IHOP CORP.  •  INTERNATIONAL HOUSE OF PANCAKES, INC.  • IHOP REALTY CORP.  • IHOP PROPERTIES, INC.  • IHOP ENTERPRISES, INC.

 

 




disease outbreaks, epidemics or pandemics impacting the Company’s customer base 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 and International House of Pancakes 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.  Forward-looking information is provided by IHOP Corp. 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.

 

2



Exhibit 99.2

FOR IMMEDIATE RELEASE

 

 

Stacy Roughan

Director, Investor Relations

IHOP Corp.

818-637-3632

 

IHOP CORP. TO ADDRESS TRADEMARK REGISTRATION ISSUES

GLENDALE, Calif., February 9, 2007 — IHOP Corp. (NYSE: IHP) today disclosed that it has become aware of issues relating to the lapsing of certain IHOP  federal trademark and service mark registrations on file with the United States Patent and Trademark Office.  As a consequence of the lapsing of these registrations, IHOP’s Uniform Franchise Offering Circular (“UFOC”) must be revised.  Only certain franchise agreements entered into during and after November 2000 were affected by these federal trademark registration issues. IHOP will commence taking corrective measures required by state law with respect to franchisees of the affected restaurants.

IHOP is in the process of taking the steps necessary to obtain new registrations for the affected trademarks and service marks.  Additionally, IHOP has temporarily stopped offering franchises pending revisions to the UFOC and receipt of attendant state regulatory approvals.  The Company anticipates that the corrective measures required to resume offering franchises in 45 states will be completed very shortly and within the next few weeks with respect to the five remaining states; however, there can be no assurance that all requisite regulatory approvals will be obtained within this time frame.

The Company has not yet determined the extent or financial impact of the corrective measures, but believes that any issues regarding the validity of its federal trademark and service mark registrations will not have a material impact on the business of IHOP Corp. or its franchisees.

About IHOP Corp.

The IHOP family restaurant chain has been serving a wide variety of breakfast, lunch and dinner selections for more than 45 years.  Offering 14 types of pancakes as well as omelettes, breakfast specialties, burgers, sandwiches, salads, chicken and steaks, IHOP’s diverse menu appeals to people of all ages. IHOP restaurants are franchised and operated by Glendale, California based IHOP Corp.  As of December 31, 2006, the end of IHOP’s fourth quarter, there were 1,302 IHOP restaurants in 49 states and Canada.  IHOP Corp. common stock is listed and traded on the NYSE under the symbol “IHP.”  For more information, call the Company’s headquarters at (818) 240-6055 or visit the Company’s Web site located at www.ihop.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. 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

450 N. Brand Boulevard • 7th Floor • Glendale, CA 91203-2306 • Phone: (818) 637-3632 • Fax: (818) 637-3120

 

IHOP CORP.  •  INTERNATIONAL HOUSE OF PANCAKES, INC.  • IHOP REALTY CORP.  • IHOP PROPERTIES, INC.  • IHOP ENTERPRISES, INC.




 

include, but are not limited to: risks associated with 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 IHOP restaurants in the numbers and time frames covered by their development agreements; legislation and government regulation including the ability to obtain satisfactory regulatory approvals; conditions beyond the Company’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting the Company’s customer base 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 and International House of Pancakes 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.  Forward-looking information is provided by IHOP Corp. 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.

 

2