SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
IHOP Corp.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
449623107
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point LLC
390 Park Avenue
New York, NY 10022
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
February 13, 2007
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(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
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CUSIP No.449623107 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point LLC I.D. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 1,250,000
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,250,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No.449623107 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 1,250,000
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,250,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,250,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
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14 TYPE OF REPORTING PERSON*
IN
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This Schedule 13D is being filed on behalf of Third Point LLC, a Delaware
limited liability company (the "Management Company"), and Daniel S. Loeb, an
individual ("Mr. Loeb", and together with the Management Company, the "Reporting
Persons"). This Schedule 13D relates to the Common Stock, par value $0.01 per
share, of IHOP Corp., a Delaware corporation (the "Company"). Unless the context
otherwise requires, references herein to the "Common Stock" are to such Common
Stock of the Company. The Management Company is the investment manager or
adviser to a variety of hedge funds and managed accounts (such funds and
accounts, collectively, the "Funds"). The Funds directly own the Common Stock to
which this Schedule 13D relates, and the Reporting Persons may be deemed to have
beneficial ownership over such Common Stock by virtue of the authority granted
to them by the Funds to vote and to dispose of the securities held by the Funds,
including the Common Stock.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company
and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). The address of the principal executive
offices of the Company is 450 North Brand Boulevard, Glendale, California 91203.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the
chief executive officer of the Management Company and controls the Management
Company's business activities. The Management Company is organized as a limited
liability company under the laws of the State of Delaware.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 390 Park Avenue, 18th floor, New York, New
York 10022.
(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds, and to control the investing and
trading in securities of the Funds. The principal business of Mr. Loeb is to act
as the chief executive officer of the Management Company.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general
4
partners or members has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds expended an aggregate of approximately $61,577,828 of their own
investment capital to acquire the 1,250,000 shares of Common Stock held by them.
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. and Goldman, Sachs &
Co., which may extend margin credit to the Funds as and when required to open or
carry positions in the margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts.
Item 4. Purpose of Transaction.
The purpose of the acquisition by the Funds of beneficial ownership of the
securities is for investment. The acquisition was effected because of the
Reporting Persons' belief that the Company represents an attractive investment
based on the Company's business prospects. The Reporting Persons are engaged in
the investment business. In pursuing this business, the Reporting Persons
analyze the operations, capital structure and markets of companies, including
the Company, on an ongoing basis through analysis of documentation and
discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management).
Depending on prevailing market, economic and other conditions, one or more of
the Reporting Persons may from time to time, among other things, hold
discussions with third parties or with management of such companies (including
the Company) in which the Reporting Persons may suggest or take a position with
respect to potential changes in the operations, strategy, management or capital
structure of such companies as a means of enhancing shareholder value. Such
suggestions or positions may relate to one or more of the transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act,
including, without limitation, such matters as disposing of or selling all or a
portion of the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting certain types of
anti-takeover measures and restructuring the company's capitalization or
dividend
5
policy. The Reporting Persons presently do not have any plans or proposals that
relate to or would result in any of the actions required to be described in Item
4 of Schedule 13D. Each of the Reporting Persons may, at any time, review or
reconsider its position with respect to the Company and formulate plans or
proposals with respect to any of such matters.
The Reporting Persons intend to review their investment in the Company on a
continuing basis and, depending upon the price and availability of the Company's
securities, subsequent developments concerning the Company, the Company's
business and prospects, other investment and business opportunities available to
the Reporting Persons, general stock market and economic conditions, tax
considerations and other factors considered relevant, may decide at any time
(via the Funds or otherwise) to increase or decrease the size of their
investment in the Company or to sell any or all of the securities of the Company
that they hold.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 1,250,000 shares of Common Stock (the "Shares"). The
Management Company shares voting and dispositive power over such holdings with
Mr. Loeb and with the Funds. The Shares represent 7.0% of the 17,831,963 shares
of Common Stock outstanding as of October 27, 2006, as reported in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006.
The percentages used herein and in the rest of this statement are calculated
based upon this number of outstanding shares. None of the individual Funds owns
a number of shares of Common Stock representing more than 5% of such total.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 1,250,000 shares of Common Stock beneficially owned by the Funds.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Reporting Persons, in Common
Stock during the past 60 days.
All of the transactions set forth on Schedule A were effected in open
market transactions on the New York Stock Exchange. Except as set forth above
and on Schedule A, during the last 60 days there were no transactions in the
Common Stock effected by the Reporting Persons nor, to the best of their
knowledge, any of their directors, executive officers, general partners or
members.
6
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
99.1. Joint Filing Agreement, dated as of February 23, 2007, by and between
the Reporting Persons.
99.2 Power of Attorney granted by Mr. Daniel S. Loeb in favor of James
Kelly, Justin Nadler, Zachary Snow and Keith Waller, dated December 1,
2006.
[Signatures on following page]
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: February 23, 2007
THIRD POINT LLC
By: Daniel S. Loeb,
Chief Executive Officer
By: /s/ Justin Nadler
------------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ Justin Nadler
------------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
[SIGNATURE PAGE TO SCHEDULE 13D WITH RESPECT TO IHOP CORP.]
Schedule A
(Transactions by the Funds in Common Stock
during the past 60 days)
Date Transaction Shares Price Per Share($)
---- ----------- ------ ------------------
- ------------------------ ---------------------------- --------------------------------- -----------------------------------
12/29/06 SELL (9,200) 52.70
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12/29/06 BUY 9,200 52.70
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01/05/07 SELL (5,300) 52.21
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01/05/07 BUY 5,300 52.21
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01/31/07 SELL (7,900) 53.20
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01/31/07 BUY 7,900 53.20
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02/07/07 BUY 7,500 53.80
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02/07/07 BUY 100 53.43
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02/08/07 BUY 20,300 53.85
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02/09/07 BUY 12,100 53.53
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02/13/07 BUY 22,400 53.48
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02/13/07 BUY 12,100 53.50
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02/14/07 BUY 225,500 54.01
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02/15/07 BUY 25,000 54.72
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02/16/07 BUY 25,000 54.63
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02/21/07 BUY 25,000 55.22
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02/22/07 BUY 25,000 57.10
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Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: February 23, 2007
THIRD POINT LLC
By: Daniel S. Loeb,
Chief Executive Officer
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ Justin Nadler
-----------------------------------------
Name: Justin Nadler
Title: Attorney-in-Fact
[JOINT FILING AGREEMENT FOR SCHEDULE 13D WITH
RESPECT TO IHOP CORP.]
Exhibit 99.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and
appoint JAMES KELLY, JUSTIN NADLER, ZACHARY SNOW and KEITH WALLER and each of
them severally, as the true and lawful attorneys and agents of each of the
undersigned, with power to act with or without the others and with full power of
substitution and resubstitution, to execute in the name, place and stead of each
of the undersigned any statement or report, including any amendment to any
statement or report, required to be filed with respect to the undersigned
(whether such filing includes one or more or all of the undersigned) under
Section 13 or Section 16 of the United States Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements thereunder, including
any forms or statements required to be submitted in connection with any
electronic filing, or any statement or report, including any amendment to any
statement or report, required to be filed with respect to any of the undersigned
under any comparable laws, rules, regulations and requirements of any foreign
jurisdiction, and to file any of the same with the Securities and Exchange
Commission and any other appropriate U.S. and foreign regulatory authorities,
said attorneys and agents having full power and authority to do and perform in
the name and on behalf of any of the undersigned every act necessary to be done
in the premises as fully and as effectually as the undersigned might or could do
in person; and each of the undersigned hereby ratifies and confirms all that
said attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
December 1, 2006.
/s/ Daniel S. Loeb
-----------------------------------------------
Daniel S. Loeb
THIRD POINT LLC
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Director
[Additional signatures on following page]
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC, its General
Partner
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC, its General
Partner
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ULTRA LTD.
By: Third Point LLC, its Investment Manager
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
LYXOR/THIRD POINT FUND LIMITED
By: Third Point LLC, its Investment Manager
By: /s/ Daniel S. Loeb
-------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
[Signatures to Power of Attorney]