[LETTERHEAD OF DINEEQUITY, INC.]
| June 10, 2011 |
VIA EDGAR AND FACSIMILE
| Securities and Exchange Commission | |
| 100 F Street, N.E. | |
| Washington, D.C. 20549 | |
| Attention: | Katherine Wray |
| (202) 551-3483 | |
| Re: | DineEquity, Inc., | |
| and the Additional Registrants listed on Annex A hereto | ||
| Registration Statement on Form S-4 |
Ladies and Gentlemen:
Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, each of the undersigned registrants (each, a “Registrant”) hereby requests that the effectiveness of the registration statement on Form S-4, the file number of which is set forth opposite such Registrant’s name on Annex A hereto, filed April 15, 2011 as amended by Amendment No. 1 thereto, filed May 20, 2011, and as further amended by Amendment No. 2 thereto, filed June 10, 2011, be accelerated by the Securities and Exchange Commission (the “Commission”) to 5:00 PM, Eastern time, on June 14, 2011, or as soon thereafter as practicable.
Each Registrant acknowledges that should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. In addition, each Registrant acknowledges that the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve each Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing. Finally, each Registrant acknowledges that it may not assert the declaration of effectiveness of the filing as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
[Signature Pages Follow] |
We request that we be notified of such effectiveness by a telephone call to Lisa Johnstone of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5504 and that such effectiveness also be confirmed in writing.
| Very truly yours, | |||
| DINEEQUITY, INC. | |||
| By: | /s/ John F. Tierney | ||
| Name: | John F. Tierney | ||
| Title: | Chief Financial Officer | ||
| INTERNATIONAL HOUSE OF PANCAKES, LLC | |||
| By: DineEquity, Inc., its Sole Member | |||
| By: | /s/ John F. Tierney | ||
| Name: | John F. Tierney | ||
| Title: | Chief Financial Officer | ||
| IHOP FRANCHISE COMPANY, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP FRANCHISING, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP HOLDINGS, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP IP, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP PROPERTY LEASING, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP PROPERTY LEASING II, LLC | |||
| By: | International House of Pancakes, LLC, its Sole Member | ||
| By: | DineEquity, Inc., its Sole Member | ||
| By: | /s/ John F. Tierney | ||
| Name: | John F. Tierney | ||
| Title: | Chief Financial Officer | ||
| IHOP PROPERTIES, LLC | |||
| By: | /s/ Julia A. Stewart | ||
| Name: | Julia A. Stewart | ||
| Title: | President | ||
| IHOP REAL ESTATE, LLC | |||
| By: | /s/ Michael J. Mendelsohn | ||
| Name: | Michael J. Mendelsohn | ||
| Title: | Vice President, Finance | ||
| IHOP TPGC, LLC | |||
| By: | /s/ Julia A. Stewart | ||
| Name: | Julia A. Stewart | ||
| Title: | Manager | ||
| ACM CARDS, INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S UK, LLC | |||
| By: | Applebee’s International, Inc., its Sole Member | ||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S ENTERPRISES LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S FRANCHISING LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Deputy General Counsel | ||
| APPLEBEE’S HOLDINGS LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
APPLEBEE’S HOLDINGS II CORP. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
APPLEBEE’S IP LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
APPLEBEE’S INTERNATIONAL, INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS KANSAS LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
APPLEBEE’S RESTAURANTS MID-ATLANTIC LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS NORTH LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS TEXAS LLC | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS VERMONT, INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S RESTAURANTS WEST LLC | |||
| By: | Applebee’s Enterprises LLC, its sole Member | ||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Treasurer | ||
| APPLEBEE’S SERVICES, INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | Vice President, Secretary and Deputy General Counsel | ||
| NEIGHBORHOOD INSURANCE, INC. | |||
| By: | /s/ Rebecca R. Tilden | ||
| Name: | Rebecca R. Tilden | ||
| Title: | President | ||
| cc: | Bryan R. Adel, Esq. | |
| SVP, Legal, General Counsel and Secretary | ||
| DineEquity, Inc. | ||
| Rodrigo Guerra, Jr., Esq. | ||
| Skadden, Arps, Slate, Meagher & Flom LLP | ||
Annex A
| Registrant | Registration Statement on Form S-4 | |
| (File No.) | ||
| DineEquity, Inc. | 333-173549 | |
| International House of Pancakes, LLC | 333-173549-27 | |
| IHOP Franchise Company, LLC | 333-173549-26 | |
| IHOP Franchising, LLC | 333-173549-25 | |
| IHOP Holdings, LLC | 333-173549-24 | |
| IHOP IP, LLC | 333-173549-23 | |
| IHOP Property Leasing, LLC | 333-173549-22 | |
| IHOP Property Leasing II, LLC | 333-173549-21 | |
| IHOP Properties, LLC | 333-173549-20 | |
| IHOP Real Estate, LLC | 333-173549-19 | |
| IHOP TPGC, LLC | 333-173549-18 | |
| ACM Cards, Inc. | 333-173549-17 | |
| Applebee’s UK, LLC | 333-173549-16 | |
| Applebee's Enterprises LLC | 333-173549-15 | |
| Applebee’s Franchising LLC | 333-173549-14 | |
| Applebee’s Holdings LLC | 333-173549-12 | |
| Applebee’s Holdings II Corp. | 333-173549-13 | |
| Applebee’s IP LLC | 333-173549-11 | |
| Applebee’s International, Inc. | 333-173549-10 | |
| Applebee’s Restaurants Kansas LLC | 333-173549-9 | |
| Applebee’s Restaurants Mid-Atlantic LLC | 333-173549-8 | |
| Applebee’s Restaurants North LLC | 333-173549-7 | |
| Applebee’s Restaurants Texas LLC | 333-173549-6 | |
| Applebee’s Restaurants Vermont, Inc. | 333-173549-5 | |
| Applebee’s Restaurants Inc. | 333-173549-4 | |
| Applebee’s Restaurants West LLC | 333-173549-3 | |
| Applebee’s Services, Inc. | 333-173549-2 | |
| Neighborhood Insurance, Inc. | 333-173549-1 |