0000950142-12-002277.txt : 20121128 0000950142-12-002277.hdr.sgml : 20121128 20121128160243 ACCESSION NUMBER: 0000950142-12-002277 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121128 DATE AS OF CHANGE: 20121128 GROUP MEMBERS: MARCATO CAPITAL MANAGEMENT LLC GROUP MEMBERS: MARCATO II L.P. GROUP MEMBERS: MARCATO INTERNATIONAL MASTER FUND LTD. GROUP MEMBERS: MARCATO L.P. GROUP MEMBERS: RICHARD T. MCGUIRE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DineEquity, Inc CENTRAL INDEX KEY: 0000049754 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 953038279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42985 FILM NUMBER: 121229139 BUSINESS ADDRESS: STREET 1: 450 N BRAND BLVD 3RD FLR CITY: GLENDALE STATE: CA ZIP: 91203-1903 BUSINESS PHONE: 818-240-6055 MAIL ADDRESS: STREET 1: 450 N. BRAND BLVD, 7TH FLOOR CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: IHOP CORP DATE OF NAME CHANGE: 19940204 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARCATO CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001541996 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3250 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-796-6352 MAIL ADDRESS: STREET 1: ONE MONTGOMERY STREET STREET 2: SUITE 3250 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13D 1 eh1201246_13d-dine.htm SCHEDULE 13D eh1201246_13d-dine.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )*


DineEquity, Inc.
(Name of Issuer)


Common Stock, par value $0.01 per share
(Title of Class of Securities)


254423106
(CUSIP Number)


Richard T. McGuire III
c/o Marcato Capital Management LLC
One Montgomery Street, Suite 3250
San Francisco, CA 94104
Telephone Number 415-796-6350
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)


November 27, 2012
(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 
 
*  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.
 
 
 
 
 

 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 2 of 10


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marcato Capital Management LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,021,486
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,021,486
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,021,486
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
  
14
TYPE OF REPORTING PERSON
 
IA
  


 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 3 of 10


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Richard T. McGuire III
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
AF
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
1,021,486
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
1,021,486
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,021,486
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
  
14
TYPE OF REPORTING PERSON
 
IN
  


 
 
 

CUSIP No. 254423106
 
 SCHEDULE 13D
Page 4 of 10


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marcato, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
231,498
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
231,498
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
231,498
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 

 
 
 

CUSIP No. 254423106
 
 SCHEDULE 13D
Page 5 of 10


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marcato II, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
40,785
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
40,785
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
40,785
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.2%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 

 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 6 of 10


 
1
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
 
Marcato International Master Fund, Ltd.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  o
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
WC
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
0
8
SHARED VOTING POWER
 
749,203
9
SOLE DISPOSITIVE POWER
 
0
10
SHARED DISPOSITIVE POWER
 
749,203
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
749,203
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
4.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 

 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 7 of 10
 

Item 1.
Security and Issuer.
 

 
The name of the issuer is DineEquity, Inc., a Delaware corporation (the "Issuer").  The address of the Issuer's principal executive offices is 450 North Brand Boulevard, Glendale, CA, 91203, United States of America.  This Schedule 13D relates to the Issuer's Common Stock, par value $0.01 per share (the "Shares").
 
 
 
 
 
 
Item 2.
Identity and Background.
 

 
(a), (f)
This Schedule 13D is being filed by Marcato Capital Management, LLC, a Delaware limited liability company ("Marcato"), Richard T. McGuire III, a United States citizen, Marcato, L.P., a Delaware limited partnership, Marcato II, L.P., a Delaware limited partnership, and Marcato International Master Fund, Ltd., a Cayman Islands exempted company.  Marcato, Mr. McGuire, Marcato, L.P., Marcato II, L.P. and Marcato International Master Fund, Ltd. are each a "Reporting Person" and are collectively referred to herein as the "Reporting Persons".
 
       
 
(b)
The principal business address for each of the Reporting Persons is One Montgomery Street, Suite 3250, San Francisco, CA 94104.
 
       
 
(c)
Mr. McGuire is the managing member of Marcato, an investment adviser that serves as general partner of Marcato, L.P. and Marcato II, L.P. and investment manager of Marcato International Master Fund, Ltd.
 
       
 
(d)
Mr. McGuire has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
       
 
(e)
None of the Reporting Persons have, 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.
 
 
 
 
 
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
     
 
The net investment costs (including commissions, if any) of the Shares directly owned by the private investment funds advised by Marcato is approximately $53,757,604.
  
     


 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 8 of 10



Item 4.
Purpose of Transaction.
 
     
 
The acquisitions of these securities were made in the ordinary course of the Reporting Persons' investment activities.
 
The Reporting Persons have engaged, and expect that in the future they will continue to engage in discussions with and/or meet with management, the Board of Directors of the Issuer, potential acquirers, financing sources and other shareholders and/or formulate plans or proposals regarding the Issuer or its securities. As part of such activities, the Reporting Persons may take positions or make proposals with respect to, among other things, the Issuer's capital structure and policies regarding returning capital to shareholders, operations, management, Board of Directors composition, strategy and future plans, as a means of enhancing shareholder value. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions required to be reported herein.
 
Except as set forth in this Item 4, the Reporting Persons currently have no plans or proposals that would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) a sale or transfer of a material amount of assets of the Issuer; (c) any change in the present Board of Directors or management of the Issuer; (d) any material change in the present capitalization or dividend policy of the Issuer; (e) any material change in the operating policies or corporate structure of the Issuer; (f) any change in the Issuer's charter or by-laws; (g) the Shares ceasing to be authorized to be quoted in the over-the-counter security markets; or (h) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.
 
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
 
 
 
 


Item 5.
Interest in Securities of the Issuer.
 
 
 
 
 
(a) - (e)
As of the date hereof, (i) Marcato and Mr. McGuire may be deemed to be the beneficial owners of 1,021,486 Shares (the "Marcato Shares"), constituting 5.5% of the Shares, (ii) Marcato, L.P. may be deemed to be the beneficial owner of 231,498 Shares, constituting 1.3% of the Shares, (iii) Marcato II, L.P. may be deemed to be the beneficial owner of 40,785 Shares, constituting 0.2% of the Shares and (iii) Marcato International Master Fund, Ltd. may be deemed to be the beneficial owner of 749,203 Shares, constituting 4.1% of the Shares, each based upon 18,429,500 Shares outstanding as of October 26, 2012.
 
Marcato, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 231,498 Shares.  Marcato II, L.P. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 40,785 Shares.  Marcato International Master Fund, Ltd. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 749,203 Shares.  Marcato, as the general partner of Marcato, L.P. and Marcato II, L.P. and the investment manager of Marcato International Master Fund, Ltd., may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares.  By virtue of Mr. McGuire's position as the managing member of Marcato, Mr. McGuire may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Marcato Shares and, therefore, Mr. McGuire may be deemed to be the beneficial owner of the Marcato Shares.
 
The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.
 
       


 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 9 of 10

 

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
     
 
None.
 
 
 
 

Item 7.
Material to be Filed as Exhibits.
 

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Schedule of Transactions in Shares
 
 
 


 
 
 
 
CUSIP No. 254423106
 
 SCHEDULE 13D
Page 10 of 10



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
  
November 28, 2012
  
 
  
(Date)
  

   
Marcato Capital Management LLC*
     
   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Managing Member
         
 
   
/s/ Richard T. McGuire III*
  
   
     Richard T. McGuire III
       
       
   
Marcato, L.P.

   
By:
Marcato Capital Management LLC, its Managing Member
     
   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Managing Member
         

   
Marcato International Master Fund, Ltd.

   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Director
         

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).


 
 
 



Exhibit A


AGREEMENT


The undersigned agree that this Schedule 13D, relating to the Common Stock, par value $0.01 per share of DineEquity, Inc. shall be jointly filed on behalf of the undersigned.


 
  
November 28, 2012
  
 
  
(Date)
  

   
Marcato Capital Management LLC

   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Managing Member
         
 
   
/s/ Richard T. McGuire III*
  
   
     Richard T. McGuire III
       

   
Marcato, L.P.

   
By:
Marcato Capital Management LLC, its Managing Member
     
   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Managing Member
         

   
Marcato International Master Fund, Ltd.
     
   
By:
/s/ Richard T. McGuire III
  
     
     Richard T. McGuire III, Director
         




 
 
 



Exhibit B


Schedule of Transactions in Shares
 

Marcato, L.P., Marcato and Richard T. McGuire III

 
Date of Transaction
  
 
Title of Class
  
Number of Shares Acquired
  
Number of Shares Disposed
  
Price Per
Share
  
October 1, 2012
  
Common Stock, par value $0.01
   8,061       $56.00  
November 1, 2012  
Common Stock, par value $0.01
       11,608   $62.70  
 November 27, 2012   Common Stock, par value $0.01   56,481       $62.52  


Marcato II, L.P., Marcato and Richard T. McGuire III

 
Date of Transaction
  
 
Title of Class
  
Number of Shares Acquired
  
Number of Shares Disposed
  
Price Per
Share
  
October 1, 2012
  
Common Stock, par value $0.01
        969   $56.00  
November 1, 2012  
Common Stock, par value $0.01
       2,116   $62.70  
November 27, 2012     Common Stock, par value $0.01    10,967       $62.52  


Marcato International Master Fund, Ltd., Marcato and Richard T. McGuire III

 
Date of Transaction
  
 
Title of Class
  
Number of Shares Acquired
  
Number of Shares Disposed
  
Price Per
Share
  
October 1, 2012
  
Common Stock, par value $0.01
       7,092   $56.00  
November 1, 2012   Common Stock, par value $0.01   13,724       $62.70   
November 27, 2012    Common Stock, par value $0.01   182,552       $62.52