Schedule 14a information


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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/

Filed by a Party other than the Registrant / /
Check the appropriate box:

/ / Preliminary Proxy Statement

/ / Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

/X/ Definitive Proxy Statement

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Section240.14a-11(c) or

Section240.14a-12
IHOP CORP.

- --------------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)

and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (set forth the amount on which the

filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule

0-11(a)(2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number,

or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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IHOP CORP.

525 NORTH BRAND BOULEVARD

GLENDALE, CALIFORNIA 91203
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 11, 1999
------------------------
To the Shareholders of IHOP Corp.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the

"Meeting") of IHOP Corp., a Delaware corporation (the "Company"), will be held

at the Red Lion Hotel, 100 West Glenoaks Boulevard, Glendale, California, on

Tuesday, May 11, 1999, at 10:00 a.m., local time, for the following purposes:
(1) To elect three Class II directors, each to serve for a term of three

years and until his or her successor is duly elected and qualified.
(2) To approve and ratify the appointment of PricewaterhouseCoopers LLP,

as the Company's independent public accountants for the year ending December

31, 1999.
(3) To approve and ratify the amendment of the IHOP Corp. 1994 Stock

Option Plan for Non-Employee Directors to provide for annual grants of

options.
(4) To transact such other business as may properly come before the

Meeting or any adjournment thereof.
Only shareholders of record at the close of business on March 25, 1999, the

record date for the Meeting, are entitled to notice of and to vote at the

Meeting and any adjournment thereof. A list of such shareholders will be

available for examination at the principal executive offices of the Company

located at 525 North Brand Boulevard, Glendale, California 91203, at least ten

days prior to the Meeting.
TO ASSURE THAT YOUR INTERESTS WILL BE REPRESENTED, WHETHER OR NOT YOU PLAN

TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND DATE THE ACCOMPANYING PROXY

CARD AND PROMPTLY RETURN IT IN THE PRE-ADDRESSED ENVELOPE PROVIDED, WHICH

REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. ALL SHAREHOLDERS ARE

CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. IF YOU ATTEND THE MEETING,

YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR

PROXY CARD.
By Order of the Board of Directors,
Mark D. Weisberger
Secretary
April 9, 1999
Glendale, California
IHOP CORP.

525 NORTH BRAND BOULEVARD

GLENDALE, CALIFORNIA 91203
------------------------
PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 11, 1999
------------------------
SOLICITATION OF PROXIES
IHOP Corp. ("IHOP" or the "Company") is furnishing this Proxy Statement

("Proxy") to the shareholders of the Company to solicit their proxies for use at

the Annual Meeting of Shareholders (the "Meeting") to take place on Tuesday, May

11, 1999, at 10:00 a.m. at the Red Lion Hotel, 100 West Glenoaks Boulevard,

Glendale, California, and at any adjournment thereof. In addition to

solicitation by use of the mails, proxies may be solicited by directors,

officers and employees of the Company personally or by telephone. Such

directors, officers and employees will not be additionally compensated, but may

be reimbursed for out-of-pocket expenses, in connection with such solicitation.

IHOP will bear all of the costs of preparing, printing, assembling and mailing

this Proxy Statement and the proxy card and all of the costs of the solicitation

of the proxies. The Company may also pay to banks, brokers, nominees and certain

other fiduciaries their reasonable expenses incurred in forwarding proxy

material to the beneficial owners of securities held by them.
Only shareholders of record at the close of business on March 25, 1999 (the

"Record Date"), will be entitled to receive notice of, and to vote at, the

Meeting. As of the Record Date, there were outstanding 9,928,848 shares of

Common Stock, par value $.01 per share (the "Common Stock"), of the Company.

Each such shareholder is entitled to one vote for each share of Common Stock so

held and may vote such shares either in person or by proxy. Presence in person

or by proxy of holders of 4,964,424 shares of Common Stock will constitute a

quorum at the Meeting. Assuming a quorum is present, directors shall be elected

by a plurality of the votes cast in the election of directors. Other matters

submitted for shareholder approval shall be decided by the vote of the holders

of a majority of the stock represented and entitled to vote at the Meeting.

Abstentions and broker non-votes will be counted and will have the same effect

as "no" votes.
The enclosed Proxy, if executed and returned, will be voted as directed on

the Proxy or, in the absence of such direction, for the election of the nominees

as directors, for the proposal to amend the IHOP Corp. 1994 Stock Option Plan

for Non-Employee Directors, and for the approval and ratification of the

appointment of PricewaterhouseCoopers, LLP, as the Company's independent public

accountants. If any other matters shall properly come before the Meeting, the

persons authorized to vote the Proxies solicited hereunder will vote on these

matters at their discretion. The Proxy may be revoked at any time prior to

exercise by filing with the Secretary of the Company, at or before the Meeting,

a written revocation bearing a date later than the date of the Proxy; by duly

executing a Proxy with a later date relating to the same shares and delivering

it to the Secretary of the Company at or before the Meeting; or by attending and

voting at the Meeting.
The approximate date on which this Proxy Statement and form of Proxy are

first being sent to shareholders is April 9, 1999.
ELECTION OF DIRECTORS
The Board of Directors of the Company is divided into three classes of three

directors each. Class I directors currently serve until the Annual Meeting of

Shareholders in 2001, Class II directors until the Annual Meeting of

Shareholders in 1999 and Class III directors until the Annual Meeting of

Shareholders in 2000 (in each case, until their respective successors are duly

elected and qualified). At the 1999 Annual Meeting of Shareholders, three Class

II directors will be elected for three-year terms. Shares of Common Stock

represented by the enclosed Proxy, if returned duly executed and unless

instructions to the contrary are indicated thereon, will be voted for the

nominees listed below.
The Board of Directors has designated the three nominees listed below for

election as Class II directors of the Company for terms expiring in 2002. The

enclosed Proxy will be voted as specified thereon or, if no instructions are

given, for the Board's nominees; however, the persons designated to vote Proxies

reserve full discretion to vote the Common Stock represented by the Proxies for

the election of the remaining nominees and any substitute nominee or nominees

designated by the Board of Directors in the event the nominee who would

otherwise receive the votes is unavailable or unable to serve as a candidate for

election as a director. The Board of Directors has no reason to believe that any

of the nominees will be unavailable or unable to serve if elected.
INFORMATION CONCERNING NOMINEES

AND MEMBERS OF THE BOARD OF DIRECTORS
The following sets forth the nominees for election to the Board of

Directors, the directors of the Company whose terms in office will continue

after the Meeting, and certain information with respect to each nominee and

continuing director. Unless otherwise indicated, each person has held his or her

principal occupation for more than five years. For information regarding the

ownership of shares of Common Stock by IHOP's directors and executive officers

and each nominee for election as a director of the Company, see "Security

Ownership of Certain Beneficial Owners and Management."
NOMINEES--TERMS TO EXPIRE 2002 (CLASS II)
Michael S. Gordon, age 63; Director since 1987; Vice-Chairman of StoneCreek

Capital, Inc. (formerly The Gordon + Morris Group, Inc.), from April 1992 to

present. Managing Director of Kelso & Company, Inc., April 1989 to March 1992.

General Partner of Kelso & Company, L.P. from 1981 to March 1989.
Larry Alan Kay, age 52; Director since 1987; Consultant and Private Investor

since January 1994. Publisher, Fi: The Magazine of Music & Sound, and President

and Chief Executive Officer of Fi, L.L.C. from October 1995 until May, 1998.

Executive Vice President-Administration, Secretary and General Counsel of the

Company from September 1987 to December 1993. Senior Vice President, Secretary

and General Counsel of the Company from November 1984 to September 1987.
Dennis M. Leifheit, age 48; Executive Vice President, Operations, Chief

Operating Officer and Director since December 1995. Division Vice President of

Pizza Hut, Inc., from October 1993 to December 1995. Vice President Operations

Development of Pizza Hut, Inc., from January 1990 to October 1993.
2
CONTINUING DIRECTORS--TERMS TO EXPIRE 2000 (CLASS III)
H. Frederick Christie, age 65; Director since 1992; Independent Consultant

since January 1990. President and Chief Executive Officer of The Mission Group

from September 1987 to January 1990. President of Southern California Edison

Company from November 1984 to September 1987. Director of Ducommun, Incorporated

since 1985, AECOM Technology Corporation since 1990, Ultramar Diamond Shamrock

Corp. since 1992 and Southwest Water Co. since 1995. Director or trustee of 19

mutual funds(1) under the Capital Research and Management Company since 1972.
Richard K. Herzer, age 67; Chairman of the Board of Directors, President and

Chief Executive Officer; Director since 1979; Chairman of the Board and Chief

Executive Officer of the Company since 1983. President since 1979.
Patrick W. Rose, age 56; Director since 1992; Private Investor since August

1988. Chairman of the Board, President and Chief Executive Officer of Van Camp

Seafoods, Inc., from March 1995 to August 1997. Vice Chairman of the Board,

President and Chief Executive Officer of Van Camp Seafoods, Inc., from October

1992 to March 1995. Chairman of the Board, President and Chief Executive Officer

of Bumble Bee Seafoods, Inc., from July 1985 to August 1988. Director of Riviana

Foods since 1995. In April 1997, Van Camp Seafoods, Inc. filed a voluntary

petition under Chapter 11 of the Bankruptcy code to facilitate the sale of its

assets to Tri-Union Seafoods, LLC, which transaction was completed in August

1997.
CONTINUING DIRECTORS--TERMS TO EXPIRE 2001 (CLASS I)
Frank Edelstein, age 73; Director since 1987; Independent Consultant since

September 1992. Vice President of Kelso & Company, Inc., April 1989 to September

1992. Vice President of Kelso & Company, L.P. from September 1986 to March 1989.

Director of Ceradyne, Inc. since 1987 and Arkansas Best Corp. since 1988.
Neven C. Hulsey, age 64; Director since 1987; Retired. Chairman of Earle M.

Jorgensen Company, February 1997 to February 1998. President and Chief Executive

Officer of Earle M. Jorgensen Company from March 1990 to February 1997. Chairman

of the Board, President and Chief Executive Officer of Kilsby-Roberts Company

from June 1982 to March 1990. Director of Webco Industries, Inc., since April,

1995.
Caroline W. Nahas, age 50; Director since 1992; Managing Director, Southern

California, of Korn/ Ferry International, Los Angeles, California since May

1998. Member of the Executive Committee of Korn/Ferry International from

December 1995 until August 1998. Director of Korn/Ferry International from May

1992 until April 1995.
The Company's Board of Directors held four meetings during the last full

fiscal year. Each director attended at least 75% of the aggregate of all

meetings of the Board of Directors and of all committees thereof on which he or

she served.
The Board of Directors has two committees, an Audit Committee and a

Compensation Committee. The present members of the Audit Committee are H.

Frederick Christie, Michael S. Gordon (Chairman) and Larry Alan Kay. The

function of the Audit Committee is to review the services performed and to be
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