As filed with the Securities and Exchange Commission on June 10, 2011

File No. 333-173549

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 2

TO

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DineEquity, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		6794		95-3038279
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

SEE TABLE OF ADDITIONAL REGISTRANTS BELOW

 

 

450 North Brand Boulevard

Glendale, California 91203-1903

(818) 240-6055

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Bryan R. Adel

Senior Vice President, Legal, General Counsel and Secretary

DineEquity, Inc.

450 North Brand Boulevard,

Glendale, California 91203-1903

(818) 240-6055

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications to:

Rodrigo Guerra, Jr., Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

(213) 687-5000

(213) 687-5600 (facsimile)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)  ¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per security		Proposed maximum aggregate offering price		Amount of registration fee
9.5% Senior Notes due 2018		$792,750,000		100%		$792,750,000(1)		$92,038.28
Guarantees related to the 9.5% Senior Notes due 2018		N/A		N/A		N/A		N/A(2)
Total		$792,750,000		N/A		N/A		$92,038.28(3)

 

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended.

(2)	Pursuant to Rule 457(n) promulgated under the Securities Act of 1933, as amended, no additional fee is being paid in respect of the Guarantees. The Guarantees are not traded separately from the Notes.

(3)	Registration fee was previously paid.

 

 

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

 

 

 

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TABLE OF ADDITIONAL REGISTRANTS

 

Name of Additional Registrant*		State or Other Jurisdiction of  Incorporation or Formation		Primary  Standard Industrial Classification Code Number		I.R.S. Employer Identification  No.
International House of Pancakes, LLC(1)		Delaware		5812		95-2054061
IHOP Franchise Company, LLC(1)		Delaware		5812		80-0317698
IHOP Franchising, LLC(1)		Delaware		5812		35-2287120
IHOP Holdings, LLC(1)		Delaware		5812		38-3749313
IHOP IP, LLC(1)		Delaware		5812		37-1534892
IHOP Property Leasing, LLC(1)		Delaware		5812		32-0190569
IHOP Property Leasing II, LLC(1)		Delaware		5812		80-0392606
IHOP Properties, LLC(1)		Delaware		5812		95-2584985
IHOP Real Estate, LLC(1)		Delaware		5812		36-4600092
IHOP TPGC, LLC(1)		Ohio		5812		80-0392596
ACM Cards, Inc.(2)		Florida		5812		48-1251814
Applebee’s UK, LLC(2)		Kansas		5812		48-1251813
Applebee’s Enterprises LLC(2)		Delaware		5812		26-0783903
Applebee’s Franchising LLC(2)		Delaware		5812		26-0784723
Applebee’s Holdings II Corp.(2)		Delaware		5812		26-1136301
Applebee’s Holdings, LLC(2)		Delaware		5812		26-0783860
Applebee’s IP LLC(2)		Delaware		5812		26-0784780
Applebee’s International, Inc.(3)		Delaware		5812		43-1461763
Applebee’s Restaurants Kansas LLC(2)		Kansas		5812		26-0785449
Applebee’s Restaurants Mid-Atlantic LLC(2)		Delaware		5812		26-0785409
Applebee’s Restaurants North LLC(2)		Delaware		5812		26-0784825
Applebee’s Restaurants Texas LLC(2)		Texas		5812		26-0786153
Applebee’s Restaurants Vermont, Inc. (2)		Vermont		5812		26-0786315
Applebee’s Restaurants, Inc.(2)		Kansas		5812		26-0786267
Applebee’s Restaurants West LLC(2)		Delaware		5812		26-0784870
Applebee’s Services, Inc.(2)		Kansas		5812		48-1142588
Neighborhood Insurance, Inc.(2)		Vermont		5812		55-0800043

 

*	The 9.5% Senior Notes due 2018 were issued by DineEquity, Inc. The additional registrants are guarantors.

(1)	The address and telephone number of each of these additional registrant guarantors’ principal executive offices is the same as DineEquity, Inc.

(2)	The address and telephone number of each of these additional registrant guarantors’ principal executive offices is c/o Applebee’s Services, Inc., 11201 Renner Boulevard, Lenexa, Kansas 66219, (913) 890-0100.

(3)	The address and telephone number of Applebee’s International, Inc.’s principal executive offices is 4551 W. 107th Street, Suite 100, Overland Parks, Kansas 66207, (913) 967-4000.

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EXPLANATORY NOTE

This Amendment No. 2 is being filed for the purpose of refiling Exhibits 5.1, 5.2, 5.3, 5.4, 5.5 and 23.1 to the Registration Statement (Registration No. 333-173549), and no changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement or to Items 20 or 22 of Part II of the Registration Statement. Accordingly, such Prospectus and Items 20 and 22 of Part II have not been included herein.

 

II-1

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PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item	21. Exhibits and Financial Statement Schedules.

See the “Index of Exhibits” following the signature pages hereto.

 

II-2

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Richard J. Dahl		Director		June 10, 2011
* Howard M. Berk		Director		June 10, 2011
* Daniel J. Brestle		Director		June 10, 2011
* H. Frederick Christie		Director		June 10, 2011
* Michael S. Gordon		Director		June 10, 2011
* Larry Alan Kay		Director		June 10, 2011
* Caroline W. Nahas		Director		June 10, 2011
* Gilbert T. Ray		Director		June 10, 2011
* Patrick W. Rose		Director		June 10, 2011

 

II-3

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Signature		Title		Date
/s/    John F. Tierney          John F. Tierney		Chief Financial Officer (Principal Financial Officer)		June 10, 2011
* Greggory Kalvin		Senior Vice President, Corporate Controller (Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-4

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Chief Executive Officer (Principal Executive Officer) Chairman of the Board and Chief Executive Officer of DineEquity, Inc.		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Richard J. Dahl		Director of DineEquity, Inc.		June 10, 2011
* Howard M. Berk		Director of DineEquity, Inc.		June 10, 2011
* Daniel J. Brestle		Director of DineEquity, Inc.		June 10, 2011
* H. Frederick Christie		Director of DineEquity, Inc.		June 10, 2011
* Michael S. Gordon		Director of DineEquity, Inc.		June 10, 2011
* Larry Alan Kay		Director of DineEquity, Inc.		June 10, 2011
* Caroline W. Nahas		Director of DineEquity, Inc.		June 10, 2011

 

II-5

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Signature		Title		Date
* Gilbert T. Ray		Director of DineEquity, Inc.		June 10, 2011
* Patrick W. Rose		Director of DineEquity, Inc.		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-6

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Chief Executive Officer (Principal Executive Officer) Chairman of the Board and Chief Executive Officer of DineEquity, Inc.		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Richard J. Dahl		Director of DineEquity, Inc.		June 10, 2011
* Howard M. Berk		Director of DineEquity, Inc.		June 10, 2011
* Daniel J. Brestle		Director of DineEquity, Inc.		June 10, 2011
* H. Frederick Christie		Director of DineEquity, Inc.		June 10, 2011
* Michael S. Gordon		Director of DineEquity, Inc.		June 10, 2011
* Larry Alan Kay		Director of DineEquity, Inc.		June 10, 2011

 

II-7

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Signature		Title		Date
* Caroline W. Nahas		Director of DineEquity, Inc.		June 10, 2011
* Gilbert T. Ray		Director of DineEquity, Inc.		June 10, 2011
* Patrick W. Rose		Director of DineEquity, Inc.		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-8

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-9

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011
* Bryan R. Adel		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-10

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011
* Bryan R. Adel		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-11

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011
* Bryan R. Adel		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-12

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011
* Bryan R. Adel		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-13

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and President (Principal Executive Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager and Vice President (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Bryan R. Adel		Manager and Vice President		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-14

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Michael J. Mendelsohn		Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
/s/    John F. Tierney John F. Tierney		Manager		June 10, 2011
* Bryan R. Adel		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-15

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Manager		June 10, 2011
* Michael J. Mendelsohn		Manager		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-16

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Beverly O. Elving		Director and President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Director and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Samuel M. Rothschild		Director		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-17

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Philip R. Crimmins, Sr.		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Julia A. Stewart		Sole Director and Chief Executive Officer of Applebee’s International, Inc.		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-18

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-19

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Beverly O. Elving		Senior Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Deputy General Counsel		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-20

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Beverly O. Elving		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-21

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Beverly O. Elving		Sole Director and President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-22

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Beverly O. Elving		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-23

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Sole Director and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Beverly O. Elving		Senior Vice President, Finance (Principal Financial Officer)		June 10, 2011
* Rebecca R. Tilden		Vice President, Secretary and Treasurer (Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-24

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-25

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-26

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		Sole Manager and President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-27

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-28

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Rebecca R. Tilden		Director and President, Vice President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Eugene J. Ward, III		Director		June 10, 2011
* Guy L. Babb		Director		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-29

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		Sole Director and President (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Vice President, Secretary and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-30

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Michael J. Archer		President of Applebee’s Enterprises LLC (Principal Executive Officer)		June 10, 2011
* Rebecca R. Tilden		Sole Manager and Vice President, Secretary and Treasurer of Applebee’s Enterprises LLC (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-31

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Julia A. Stewart		Sole Director and Chief Executive Officer (Principal Executive Officer)		June 10, 2011
* Beverly O. Elving		Senior Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-32

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California, on June 10, 2011.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
* Rebecca R. Tilden		President (Principal Executive Officer)		June 10, 2011
* Beverly O. Elving		Director and Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)		June 10, 2011
* Russell French		Director and Vice President, Secretary		June 10, 2011
* David Guerino		Director		June 10, 2011

 

*By:		/s/    John F. Tierney
		John F. Tierney
		Attorney-in-Fact

 

II-33

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INDEX TO EXHIBITS

 

Exhibit		Description
4.1		Indenture dated as of October 19, 2010, by and among DineEquity, Inc., the guarantors party thereto and Wells Fargo Bank, National Association (Exhibit 4.1 to DineEquity Inc.’s Current Report on Form 8-K, filed October 21, 2010 is incorporated herein by reference)
4.2		Form of 9.5% Senior Notes due 2018 (include in Exhibit 4.1)
5.1*		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
5.2*		Opinion of Richman Greer P.A.
5.3*		Opinion of Seigfreid, Bingham, Levy, Selzer & Gee, P.C.
5.4*		Opinion of Bricker & Eckler LLP
5.5*		Opinion of Gravel and Shea
10.1		Registration Rights Agreement dated as of October 19, 2010, by and among DineEquity, Inc., the guarantors thereto and Barclays Capital Inc. and Goldman, Sachs & Co., as representatives of the initial purchasers (Exhibit 10.1 to DineEquity Inc.’s Current Report on Form 8-K, filed October 21, 2010 is incorporated herein by reference)
12.1†		Computation of Ratio of Earnings to Fixed Charges
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
23.3		Consent of Richman Greer P.A. (included in Exhibit 5.2)
23.4		Consent of Seigfreid, Bingham, Levy, Selzer & Gee, P.C. (included in Exhibit 5.3)
23.5		Consent of Bricker & Eckler LLP (included in Exhibit 5.4)
23.6		Consent of Gravel and Shea (included in Exhibit 5.5)
24.1†		Power of Attorney
25.1†		Statement of Eligibility of Trustee on Form T-1
99.1†		Form of Letter of Transmitttal
99.2†		Form of Notice of Guaranteed Delivery
99.3†		Form of Letter to Clients
99.4†		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees

 

*	Filed herewith.

†	Previously filed.