8-K

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):  December 20, 2012

DineEquity, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	95-3038279
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
450 North Brand Boulevard, Glendale, California	91203-2306
(Address of principal executive offices)	(Zip Code)

(818) 240-6055

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.Regulation FD Disclosure.

The Corporation has sent a letter, dated December 20, 2012, to Marcato Capital Management regarding its recent Schedule 13D amendment. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including the related information set forth in the letter attached hereto and incorporated by reference herein, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as otherwise expressly stated in any such filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Letter, dated December 20, 2012, from the Corporation to Marcato Capital Management

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SIGNATURES

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 thereunto duly authorized.

Date: December 20, 2012	DINEEQUITY, INC.
	By:	/s/ Bryan R. Adel
		Bryan R. Adel
		Senior Vice President, Legal, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Julia A. Stewart

Chairman  & CEO

December 20, 2012

Mick McGuire

Managing Member

Marcato Capital Management, LLC

One Montgomery Street, Suite 3250

San Francisco, CA 94104

Dear Mick,

I am pleased to have had the opportunity to meet with you and your colleagues again recently.  Our Board of Directors and management team have always been focused on maximizing long-term shareholder value.  We review our capital allocation strategy and capital structure on an ongoing basis, including having a regular dialogue with our Board of Directors.

As you know, we recently completed the refranchising of Applebee’s company-operated restaurants and made significant strides in reducing our debt.  As we disclosed on our last two earnings conference calls, the Company is currently developing a capital allocation strategy and we expect to publicly provide details on those plans in a timely manner.

Recognizing that we have multiple capital allocation options, we are continuing to work diligently to evaluate these options thoroughly and thoughtfully.  We will review your suggestions with the full Board of Directors in due course.

Thank you for your feedback.

Happy Holidays,

/s/ Julia A. Stewart

Julia A. Stewart