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): August 13, 2007

 

IHOP CORP.

(Exact name of registrant as specified in its charter)

Delaware

 

001-15283

 

95-3038279

(State or other jurisdiction of

 

(Commision

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

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 or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)           On August 13, 2007, IHOP Corp. (the “Company”) announced the appointment of Greggory Kalvin to the position of Vice President, Controller, effective immediately.  A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference.

Mr. Kalvin, 47, most recently served as the Chief Accounting Officer for j2 Global Communications, Inc., a publicly traded leading provider of outsourced value added messaging and communication services to individuals and business around the world.  In this role, he was responsible for all aspects of financial accounting and reporting.  Mr. Kalvin served as the Chief Accounting Officer since May 2003, and prior to becoming Chief Accounting Officer, he served as j2 Global’s Vice President of Finance from December 2000 through May 2003, and the Controller from May 1997 until December 2000. During his 10-year tenure at j2 Global, Mr. Kalvin participated in the company’s initial public offering in 1999 and was previously involved in other areas of financial responsibility including financial planning and analysis, strategic tax planning, treasury, and risk management.  Previously, Mr. Kalvin was a managing audit director with Prudential Healthcare where he was responsible for the company’s audit functions for the Western U.S.  Prior to that, he held various accounting related positions, including senior audit manager for KPMG LLP.

Mr. Kalvin 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. Kalvin’s employment:

Salary. Mr. Kalvin will receive an annual salary of $210,000.  Mr. Kalvin’s salary is subject to modification during Mr. Kalvin’s employment in accordance with the Company’s practices, policies and procedures and Mr. Kalvin’s performance.  Mr. Kalvin will participate in the Company’s Executive Incentive Plan (the “Plan”) with a target bonus of 40% of his base salary.  Mr. Kalvin is eligible for a pro-rated bonus in 2007 and will be eligible for a full year bonus starting in the 2008 plan year, as outlined in the Plan, based on the Company’s and Mr. Kalvin’s performance.

Restricted Stock  Mr. Kalvin will receive a restricted stock grant of 5,000 shares, which will have a three-year cliff vest from the date of grant.  Thereafter, Mr. Kalvin will be eligible for annual restricted stock grants or stock options as determined by the Company’s Board of Directors and governed by the applicable plan.

Performance Share Plan (LTIP).  Mr. Kalvin will also be awarded a prorated target grant of 2,000 shares in the Company’s 2007 Performance Share Plan (“PSP”).  The actual number of shares Mr. Kalvin receives may be more or less than 2,000, depending on the Company’s performance against plan measures.  Mr. Kalvin will be eligible to receive additional PSP awards as determined by the Company’s Board of Directors.  The current annual target grant for each three-year cycle is 3,000 shares, although actual PSP awards are determined annually by the Company’s Board of Directors.

Other Benefits.  Mr. Kalvin 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. Kalvin each year.  Mr. Kalvin will also receive a car allowance of $600 per month plus reimbursement of all automobile expenses such as gasoline, maintenance, insurance, and vehicle registration.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release of Registrant, dated August 13, 2007.

 

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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.

IHOP CORP.

Date: August 14, 2007

By:

/s/ MARK D. WEISBERGER

 

 

Mark D. Weisberger

 

 

Vice President-Legal, Secretary and General Counsel

 

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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Exhibit
Number

 

Description

 

 

 

99.1

 

Press release of Registrant, dated August 13, 2007.

 

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Exhibit 99.1

RESTAURANT   SUPPORT   CENTER

 

FOR IMMEDIATE RELEASE

Stacy Roughan

Director, Investor Relations

IHOP Corp.

818-637-3632

 

IHOP CORP. NAMES GREGGORY KALVIN AS CONTROLLER

GLENDALE, Calif., August 13, 2007 —  IHOP Corp. (NYSE: IHP), one of America’s favorite restaurants for breakfast, lunch and dinner, today announced the appointment of Greggory Kalvin to the position of Vice President, Controller, effective immediately.  In this position, Mr. Kalvin will provide leadership for IHOP’s accounting, tax and financial reporting groups and will be responsible for the Company’s accounting management and regulatory reporting and compliance process, including direction of its general accounting practices, financial controls, and analysis and reporting functions.

Mr. Kalvin most recently served as the Chief Accounting Officer for j2 Global Communications, Inc., a publicly traded leading provider of outsourced value added messaging and communication services to individuals and business around the world.  In this role, he was responsible for all aspects of financial accounting and reporting.  During his 10-year tenure at j2 Global, Mr. Kalvin participated in the company’s initial public offering in 1999 and was previously involved in other areas of financial responsibility including financial planning and analysis, strategic tax planning, treasury, and risk management.  Previously, Mr. Kalvin was a managing audit director with Prudential Healthcare where he was responsible for the company’s audit functions for the Western U.S.  Prior to that, he held various accounting related positions, including senior audit manager for KPMG LLP.  Mr. Kalvin, a certified public accountant, received a Bachelor of Science in Business Administration with an emphasis in Accounting from San Diego State University.

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 June 30, 2007, the end of IHOP’s second quarter, there were 1,319 IHOP restaurants in 49 states, Canada, Mexico and the U.S. Virgin Islands.  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, and include statements regarding the timing and certainty of closing the transaction, strategic and financial benefits of the transaction, expectations regarding accretion, integration and cost savings, and other

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




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 IHOP’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; uncertainty as to whether the transaction will be completed; the failure to obtain the approval of Applebee’s stockholders; the inability to obtain, or meet conditions imposed for, applicable regulatory requirements relating to the transaction; the failure of either party to meet the closing conditions set forth in the definitive agreement; IHOP’s failure to obtain financing for the transaction on satisfactory terms or at all; risks associated with successfully integrating IHOP and Applebee’s; risks associated with executing IHOP’s strategic plan for Applebee’s; risks associated with IHOP’s incurrence of significant indebtedness to finance the acquisition; the failure to realize the synergies and other perceived advantages resulting from the transaction; costs and potential litigation associated with the transaction; the ability to retain key personnel both before and after the transaction; conditions beyond IHOP’s control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting IHOP’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; IHOP’s and Applebee’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 IHOP’s and Applebee’s news releases, public statements and/or filings with the Securities and Exchange Commission, especially the “Risk Factors” sections of IHOP’s and Applebee’s Annual and Quarterly Reports on Forms 10-K and 10-Q. 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, IHOP disclaims any intent or obligation to update these forward-looking statements.

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