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): November 7, 2007
IHOP CORP. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-15283 |
95-3038279 |
(State or other jurisdiction of incorporation or organization) |
(Commision File Number) |
(I.R.S. Employer Identification No.) |
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450 North Brand, Glendale, California |
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91203 |
(Address of principal executive offices) |
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(Zip Code) |
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(818) 240-6055 |
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Registrants telephone number, including area code |
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Not applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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 November 7, 2007, IHOP Corp. issued a press release entitled IHOP Corp. to Realign Corporate Structure After Completion of Applebees Acquisition. A copy of the press release is attached as Exhibit 99.1, and incorporated herein by reference. Also, a copy of the Corporate Realignment Organizational Chart referred to in the press release is attached as Exhibit 99.2, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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99.1 |
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Press release of Registrant, dated November 7, 2007. |
99.2 |
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Corporate Realignment Organizational Chart. |
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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.
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IHOP CORP. |
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Date: November 8, 2007 |
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By: /s/ MARK D. WEISBERGER |
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Mark D. Weisberger |
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Vice President-Legal, Secretary and General Counsel |
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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit |
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Description |
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99.1 |
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Press release of Registrant, dated November 7, 2007. |
99.2 |
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Corporate Realignment Organizational Chart. |
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EXHIBIT 99.1
RESTAURANT SUPPORT CENTER
FOR IMMEDIATE RELEASE
Media Paul Kranhold/Lucy Neugart Sard Verbinnen 415-618-8750 |
Investors Stacy Roughan Director, Investor Relations IHOP Corp. 818-637-3632 |
IHOP CORP. TO REALIGN CORPORATE STRUCTURE AFTER COMPLETION OF
APPLEBEES ACQUISITION
Brand Leadership at IHOP Supported by Seasoned Team; Applebees Structure
Aligned to Drive Transition to Highly Franchised System
GLENDALE, Calif., November 7, 2007 IHOP Corp. (NYSE: IHP) today announced that, upon the close of its acquisition of Applebees International, Inc. (NASDAQ: APPB), it plans to realign its organizational structure consistent with the Companys strategy to franchise a substantial majority of Applebees company-operated restaurants. The new organizational structure is expected to more effectively support two highly franchised restaurant brands, provide for strong marketing and operations leadership, leverage shared functional areas to deliver operational and financial synergies, and drive immediate and meaningful cost savings.
We will have two robust business units devoting full attention to our first priority, delighting IHOP and Applebees guests, while the parent company facilitates the sharing of appropriate services, said Julia A. Stewart, Chairman and Chief Executive Officer of IHOP Corp., who will lead the management team of the combined companies. In addition to my role as CEO of our parent company, over the next several months I plan to devote a substantial portion of my time to the day-to-day management of the Applebees business unit as I work with our new leadership team to re-energize and differentiate the Applebees brand.
Parent Company to Deliver Operational Synergies
By harnessing the extensive experience and industry knowledge of the Applebees and IHOP executive teams, the Company plans to integrate a range of functional areas to support each brand more effectively and efficiently. These areas include Finance, Legal, Information Technology, Supply Chain, Quality Assurance, and Human Resources for the benefit of the entire enterprise. The Company believes that these disciplines can be effectively shared to better support the franchisees and restaurant operators without impacting the unique positioning of each brand.
Stewart said, Our focus at the corporate level will be to leverage our proven core competencies optimizing a highly franchised business model, controlling General and Administrative expenses and re-energizing brands to foster and support sales growth and operating profitability within each business unit.
Aligning Applebees for the Future
As previously announced, IHOP Corp. intends to franchise a large majority of Applebees company-owned restaurants as it transitions the brand to a highly franchised system. Accordingly, the Company plans to streamline Applebees leadership team to 10 members from
450 N. Brand Boulevard 7th Floor Glendale, CA 91203-2306 Phone: (818) 637-3632 Fax: (818) 637-3120
its current 21 member team over time as it remakes Applebees into a nearly 100% franchise organization. The Company plans to retain or promote many of Applebees key executives to lead functional areas including Marketing, Operations, Finance, Legal, Development, International and Human Resources. A total of eight executives, including Applebees President and Chief Executive Officer, Dave Goebel, and Steve Lumpkin, Executive Vice President, Chief Financial and Strategy Officer, will depart the Company at the close of the transaction.
I want to express my appreciation to Dave Goebel and Steve Lumpkin for their professionalism, leadership and good counsel as we jointly worked to develop the new organization structure. I wish them both much success in the future, said Stewart.
Limited Changes at IHOP Business Unit
Minimal leadership changes are expected at the IHOP business unit in part because the brand has already optimized its highly franchised business model over the past several years. Some executive changes reflect the decision to develop a shared services framework for the benefit of both restaurant brands while IHOPs Marketing and Operations leadership remains unchanged.
Next Steps
IHOP Corp. has engaged an executive search firm and is actively seeking a President for each business unit. Once on board, the Presidents of the IHOP and Applebees business units will report directly to Ms. Stewart. Additionally, the Company is currently working to align director and associate level resources at Applebees as appropriate with its leadership changes announced today.
We look forward to successfully closing the transaction later this month and to quickly integrating the two businesses into a new, more efficient operating structure, said Stewart. We have a lot of work ahead of us and are excited to get started and capture the significant growth opportunities that exist for both IHOP and Applebees.
The transaction is expected to close by November 29, 2007, subject to satisfaction or waiver of additional customary closing conditions set forth in the merger agreement. Following the closing, Applebees will operate as a wholly-owned subsidiary of IHOP Corp.
To view top level organizational charts for IHOP Corp., the IHOP business unit and the Applebees International business unit, please visit the following link on IHOPs Investor Relations Web site: http://www.ihop.com/index.php?option=com_wrapper&Itemid=34.
About IHOP Corp.
The IHOP family restaurant chain has been serving a wide variety of breakfast, lunch and dinner selections for nearly 50 years. Offering 14 types of pancakes as well as omelettes, breakfast specialties, burgers, sandwiches, salads, chicken and steaks, IHOPs diverse menu appeals to people of all ages. IHOP restaurants are franchised and operated by Glendale, California-based IHOP Corp. As of September 30, 2007, the end of IHOPs third quarter, there were 1,328 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 Companys headquarters at (818) 240-6055 or visit the Companys Web site located at www.ihop.com.
About Applebees
Applebees International, Inc., headquartered in Overland Park, Kan., develops, franchises and operates restaurants under the Applebees Neighborhood Grill & Bar brand, the largest casual dining concept in the world. As of October 28, 2007, there were 1,955 Applebees restaurants operating system-wide in 49 states, 17 international countries, and one U.S. territory, of which 510 were company-owned. Additional information on Applebees International can be found at the companys website (www.applebees.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 IHOPs pending acquisition of Applebees, strategic and financial benefits of the acquisition, expectations regarding accretion, 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 IHOPs 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 acquisition will be completed; the failure of either party to meet the closing conditions set forth in the merger agreement; IHOPs failure to obtain financing for the acquisition on satisfactory terms or at all; risks associated with successfully integrating IHOP and Applebees; risks associated with executing IHOPs strategic plan for Applebees; risks associated with IHOPs incurrence of significant indebtedness to finance the acquisition; 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 both before and after the acquisition; conditions beyond IHOPs control such as weather, natural disasters, disease outbreaks, epidemics or pandemics impacting IHOPs 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 Applebees brands and concepts by guests and franchisees; IHOPs and Applebees 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 IHOPs and Applebees news releases, public statements and/or filings with the Securities and Exchange Commission, especially the Risk Factors sections of IHOPs and Applebees 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.
Exhibit 99.2
Organizational Structure for IHOP Corp.
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Applebees Business Unit Organizational Structure
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Above Executive Team positions to be reduced over time in conjunction with the franchising of company restaurants |
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IHOP Business Unit Organizational Structure
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Vice President,
Franchise & Development |
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Vice President, Finance |
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Director, Human
Resources |
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Executive Director,
Legal & Associate General Counsel |
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Director, Information
Technology |
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Division Vice President |
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Division Vice President
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