The Rosenberg Center Franchise 50 Index, which tracks a diverse set of 50 publicly traded U.S. companies engaged in business format franchising, had good news for investors in Buffalo Wild Wings (NASDAQ: BWLD).

In its most recent report, issued Dec. 27, it was noted that the index dipped a mere 0.4% in the third quarter, while the S&P 500 dropped 9% in the same period.

BWLD was the principal contributor to the performance of the index. The company actually saw an increase in value of 62.3% during the quarter. The next best positive contributor to the index performance was McDonald's (NYSE: MCD), with an increase in value of 9%.

The company is in a strong capital position to take the next steps toward its goal of having 1,000 owned or franchised locations. With a current ratio of over 1.5 and a debt-to-equity ratio of 0.08%, compared with an industry average of 208%, BWLD should have little difficulty raising the necessary capital to grow.

When IHOP acquired Applebee's to form DineEquity (NYSE: DIN) back in July of 2007, I wrote this:

Maybe IHOP can work some magic and turn the chain around, but it might be difficult. The company is financing the entire acquisition with debt, and may not be so quick to provide the face lift the restaurants so badly need.

But then again, IHOP's revenue in 2006 was lower than it was in 2002. So maybe this is a case of two drunken sailors trying to hold each other up. There's nothing much to get excited about for shareholders of either company.

Since then the stock has gone from around $60 per share to $16, and Robinson Humphrey analyst Christopher O'Cull wrote in a note to investors that turning around Applebee's and refranchising stores to pay down debt is hardly an easy bet: "Even in a favorable economic environment this plan would be difficult to execute with little precedent within the restaurant industry. Now, given the weakening consumer backdrop coupled with tightening credit conditions this task will prove even harder." More ominously, O'Cull warned that if the company is unable to refranchise stores quickly, it may have to reduce its debt load "in a fashion that would be materially dilutive to equity holders." And with the stock price in the toilet, the timing couldn't be worse.

I don't take too much credit for being skeptical of the deal: betting on the failure of a large scale acquisition is like betting on Tiger Woods to make the cut at a Hooters Tour event.

A good rule of thumb that will save you from a lot of disaster: when a company you own announces a major acquisition, sell the stock.

On November 29, 2007, IHOP, now DineEquity (NYSE: DIN), announced it had completed the acquisition of Applebee's, with CEO Julia A. Stewart commenting that "We are delighted to complete the acquisition of Applebee's as it represents an opportunity to create significant long-term value for IHOP shareholders over and above what we could have achieved on a standalone basis." On that day the stock closed at $52.29.

The stock closed at $23.97 Monday, and will likely fall farther today following CFO Thomas G. Conforti departure after nearly six years, a fact the company disclosed in a press release euphemistically titled DineEquity, Inc. Announces Chief Financial Officer Transition.

Mr. Conforti "resigned from the Company effective immediately to pursue other opportunities." What those opportunities are, we don't know, but apparently they're more exciting than working at a company whose stock has declined by more than 50% in the past year.

Of course, it's always a red flag when a company's CFO resigns, and investors would do well to be skeptical here -- the move was abrupt, and no permanent replacement has been named.

Back when the deal was first announced, I wrote that "IHOP's revenue in 2006 was lower than it was in 2002. So maybe this is a case of two drunken sailors trying to hold each other up. There's nothing much to get excited about for shareholders of either company."

So far that's been an understatement but I won't take too much credit. The fact is that company-changing mergers and acquisitions rarely create value, and in the long run, betting against them is likely to produce a pretty good track record.

This post is one in a series on prominent company nicknames. See all 25, and share your thoughts and memories about Crapplebee's below in the comments.

I first heard the nickname "Crapplebee's" from my brother, when I suggested that we go to dinner at Applebee's and he didn't think it was such a good idea.

I don't know that Applebee's is "crappy" per se; it's more that there's nothing especially unique about it. It's very similar to Chili's, T.G.I. Friday's, Ruby Tuesday's, and a whole bunch of other fast-casual chains with "apostrophe s" in their names. T.J. Palmer recently said about the restaurant that "It doesn't have anything that would make me want to come back."

What makes that a major burn is that T.J. Palmer is the founder of the company! You can read her version of the company's history at her website.

On November 29th of 2007, IHOP, now DineEquity (NYSE: DIN), announced that it had completed the acquisition of Applebee's, with CEO Julia A. Stewart commenting that "We are delighted to complete the acquisition of Applebee's as it represents an opportunity to create significant long-term value for IHOP shareholders over and above what we could have achieved on a standalone basis."

On that day the stock closed at $52.29. It closed recently at $25.49. That's a decline of more than 50% since the acquisition: Crapplebee's indeed!

This post is part of my series featuring established companies and the smaller, more aggressive or innovative rivals that may eventually succeed them.

Applebee's is the largest casual dining restaurant chain in the United States, with nearly 2,000 units spread out over 49 states. Applebee's changed its formal name back in 1986 to Applebee's Neighborhood Bar and Grill to give it a local appeal. In November 2007, International House of Pancakes -- IHOP -- now formally known as DineEquity, (NYSE: DIN) bought out Applebee's for $2.1 billion. It's hard to imagine Applebee's and IHOP as DineEquity!

The casual dining sector is embracing a newer player with aspirations of a national roll out. That player is BJ's Restaurant and Brewery (NASDAQ: BJRI) based in Huntington Beach, California. BJ's offers an on-site brewery with its own beer recipes or a trusted third party's recipe.The chain serves gourmet salads, steaks, chops, fish, poultry and several other popular dishes. It also makes superb deep-dish pizza for both in-house dining and carry out.

BJ's has 72 units in the chain spread over 13 states with enormous room to grow. Being a California-based company, BJ's stronghold is California, but the concept has become popular in key restaurant markets like Florida and Arizona. The casual nature of the chain has an appeal in many large markets not yet penetrated. BJ's has yet to open a unit in New York, Pennsylvania, Illinois, Georgia or Tennessee.

When IHOP (NYSE: IHP) agreed acquire Applebee's nine months ago, Applebee's shareholders were none too pleased. Highly respected investor Sardar Biglari vocally opposed the deal, Applebee's director Burton Sack made plans to sue, and shares of IHOP rose more than Applebee's on the announcement -- a very rare occurrence.

But now things have changed as the restaurant industry has continued to weaken and shares of IHOP have lost a good chunk of their value. Applebee's competitors like Ruby Tuesday's (NYSE: RT) have plunged, and the deal is looking less well timed.

The company released its first quarter results this week and the Applebee's turnaround appears to be doing as well as could be expected given the environment -- the company saw the first quarter of positive same-store sales growth in two years. However, plans to sell and lease back some of the real estate that came with the deal has been "challenged by weakening credit market conditions." The plan to franchise more of the company-owned stores has made some progress.

IHOP Corp (NYSE: IHP) is scheduled to release EPS on February 27.

IHP franchises and operates 3,300 restaurants under IHOP and the Applebee's Neighborhood Grill & Bar.

Raymond James downgraded IHP to Underperform from Outperform.

IHP overall option implied volatility of 70 is above its five-week average of 64 according to Track Data, suggesting larger price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

It's a bad sign for restaurants: they're handing out coupons in an effort to lure reticent diners, who are nervous about gas prices, the economy and, of course, housing.

According to the USA Today, Ruby Tuesday is offering $5 off two dinner entrees, IHOP (NYSE: IHP) franchisees are handing out two-for-one coupons, Darden's (NYSE: DRI) Smoky Bones is giving diners $5 off $15 orders, and
T.G.I. Friday's is giving $5 "Bonus Bites" to those who purchase $25 gift cards.

So what's an investor to do? High gas prices and housing woes are most likely to weigh on the minds of middle-class consumers -- a wealthier diner probably isn't going to let his restaurant plans be interrupted by transportation costs.

Cheescake Factory (NASDAQ: CAKE) has seen its share prices slide as traffic growth has slowed. The company has scaled back its expansion plans and is using the extra cash to repurchase stock. Higher dairy prices have affected gross margins but, long-term, there's a lot to like here. The company has a strong brand, lots of room for expansion, and a much higher average check than a lot of the fast casual chains that are struggling.

A mall operator's efforts to prevent the chain from opening in a competitor's location underscores the company's strength: Cheesecake Factory is a destination in a way that lesser chains like Applebee's and Friday's aren't.

Applebee's International, Inc. (NASDAQ: APPB) director Burton Sack, who is the company's largest individual shareholder with 3.2% of the stock, is planning to ask a Delaware court to award him more money for his shares of the company that has agreed to be acquired by IHOP Corp. (NYSE: IHP).

Sack says he will seek to assert his appraisal rights, which allow him to have a court evaluate whether the deal provides full value to shareholders. If the court agrees with Sack, he could be awarded more money.

The Applebee's deal has been controversial from the beginning. Back in July, I wondered whether the deal was fair, asking If IHOP wants it, should Applebee's sell it? Then respected investor Sardar Biglari announced his opposition to the deal, pointing out that shares of IHOP rose more than shares of Applebee's when the deal was announced. It is extremely unusual for an acquirer to rise more than the target. Then it emerged that five Applebee's directors, including the chairman, CEO, and CFO had all opposed the deal. Then a pension fund sued Applebee's, alleging that the merger agreement was unfair to shareholders. That suit was settled.

Given all this controversy, and the strong opposition of influential investors, it's amazing that the deal is still going through. In what could be an indication that Applebee's has stronger growth potential than the buyout price reflects, the company will be opening its first Chinese location this week.

Sadly, there don't appear to be any indications that the dissident directors will make a late push to block the deal, probably because such an effort would likely be futile.

I used to eat pretty regularly at a Waffle House in Atlanta. I'd usually show up with some friends in the wee hours, looking for a snack before getting some shut-eye. It would usually be pretty slow in the restaurant, so we'd spend some time joking with the regular late-night cook, named Thomas. We'd always say that we would love to eat some pancakes -- and as any Waffle House devotee knows, you can't get pancakes at the big yellow house. Only waffles.

One night, though, Thomas said he had a surprise for us. A few minutes later, a stack of hot, golden pancakes sat before us on the counter. Thomas said that from now on, he would cook us anything we could think of, as long as he had the ingredients, starting with these pancakes, which most certainly were not on the regular menu. Thus began a month-long culinary odyssey through the freezer of our local Waffle House. We started with pancakes and worked our way up to potato hash, sloppy joes, and, finally, butterflied pork chops. It was quite an experience, and ended, sadly, when Thomas was fired. I've never known for sure, but I think it had something to do with our off-menu explorations.

The Christian Science Monitor recently ran an article about the "secret menus" at various fast food restaurants. Apparently, I'm not the only one who has gone off-menu in search of something beyond the usual fare. The article claims that at In-N-Out Burger, the justifiably famous burger chain in southern California, you can order a hamburger "protein style" -- meaning without the bun. Apparently, you can get a McBruschetta at McDonald's (NYSE: MCD), which has toasted tomatoes, onions, and a bun; a Naked Chicken at Popeye's, which has no breading (!); and a Short Cappuccino at Starbucks (NYSE: SBUX), which is served in a kiddie cup.

MOST NOTEWORTHY: The mortgage finance sector, Applebee's, Fuel-Tech, BHP Billiton, Anglo American and Rio Tinto were today's noteworthy downgrades:

• Lehman downgraded the mortgage finance sector to Negative from Neutral citing the potential of over $100B in losses for the group in the coming years. Washington Mutual (NYSE: WM) was downgraded to Equal Weight from Overweight; IndyMac Bancorp (NYSE: IMB) and Countrywide Financial Corporation (NYSE: CFC) were downgraded to Underweight from Equal Weight.
  
• Applebee's International (NASDAQ: APPB) was downgraded to Underperform from Market Perform at Wachovia, as the firm sees potential downside risk if the company's acquisition of IHOP Corp (NYSE: IHP) does not go through, following mixed reviews from Proxy firms.
  
• Merriman downgraded shares of Fuel-Tech (NASDAQ: FTEK) to Sell from Neutral after channel checks indicated the competitive landscape is much more challenging than commonly perceived for the FUEL CHEM product line. Merriman sees significant risk to shares at current levels.
  
• Citigroup downgraded shares of BHP Billiton (NYSE: BHP), Anglo American (NASDAQ: AAUK) and Rio Tinto (NYSE: RTP) to Hold from Buy on valuation following the recent rally.

OTHER DOWNGRADES:

• Lehman downgraded the specialty finance sector to Neutral from Positive; the firm downgraded American Express Company (NYSE: AXP), Capital One Financial Corporation (NYSE: COF) and Discover Financial Services (NYSE: DFS) to Equal Weight from Overweight.
  
• Lululemon Athletica (NASDAQ: LULU) was downgraded to Neutral from Buy at Goldman Sachs.
  
• JP Morgan downgraded Dollar Tree Stores (NASDAQ: DLTR) to Underweight from Neutral.
  
• Angiotech Pharmaceuticals (NASDAQ: ANPI) was downgraded to Sector Performer from Sector Outperformer at CIBC and to Sector Perform from Outperform at RBC Capital.

The ranks of discontented Applebee's International Inc. (NYSE: APPB) shareholders have been on the rise since the company announced that it would be acquired by IHOP (NYSE: IHP) in July. My first reaction was, If IHOP wants it, should Applebee's sell it? The deal gave Applebee's shareholders a paltry premium and shares of IHOP soared on news of the deal -- further confirmation that this was better news for IHOP shareholders than for Applebee's. In acquisitions, generally it's the opposite.

Then shareholder Sardar Biglari announced his opposition to the deal and Applebee's disclosed that five of its directors including its Chairman, CEO, and CFO opposed the deal.

Now Applebee's has settled a shareholder class-action lawsuit filed by the New Jersey Building Laborers Pension and Annuity Funds alleging that the merger agreement deprived Applebee's shareholders of the benefits they might have gotten if the casual restaurant chain had stayed independent or sold off its company-owned locations to franchisees, the Associated Press said. No money will exchange hands in the settlement. Applebee's has simply agreed to provide shareholders with greater disclosure about IHOP's post-deal plans for Applebee's.

Shares of Applebee's aren't acting as if traders expect the deal to be blocked or the price raised, but if either of those two things happens, shareholders should do quite well. Buying a few shares here looks like an interesting gamble, with a chance for profit if the anti-IHOP deal movement gains steam.

Normally when a company announces a definitive agreement to be acquired, you can tell when it happened just from looking at the stock's chart. That's because takeovers usually happen at substantial premiums to the stock's most recent trading price. In the case of Applebee's International (NASDAQ: APPB), the premium when IHOP Corp. (NYSE: IHP) agreed to acquire the company was so small that it's not noticeable on the stock's chart.

I couldn't believe the Applebee's board would agree to such a deal, and it's refreshing to see that at least a few directors are none too pleased. According to DealBook, "Applebee's disclosed Thursday that five board members, including its chairman, its chief executive, and its chief financial officer, are opposed to the $1.9 billion sale. That wasn't enough to stop the board from approving the deal in July -- nine directors voted in favor -- but it represents an unusual level of internal opposition to a supposedly friendly deal."

I've been skeptical of the deal since it was announced. In July, I wrote that if IHOP's plan to revive the company would work, Applebee's shareholders would miss out on the upside by selling out now. Then investor Sardar Biglari acquired a small stake in the company and expressed his displeasure: "... we believe that if Applebee's undertook the same initiatives as IHOP has in mind, the appreciation IHOP recently gained would, at the very minimum, shift to Applebee's."

Perhaps this disclosure of dissenting directors (including the CEO, chairman, and CFO!) will spark a grass-roots campaign to block the deal, but the stock isn't trading like such a campaign would have much success.

On July 17th, I had this to say about IHOP's (NYSE: IHP) deal to acquire to buy Applebee's (NASDAQ: APPB): "iHop shares soared on the news -- it's one of the only times I can think of that shares of an acquiring company have risen 3 times as much as those of the company being acquired. The premium was tiny -- the stock traded higher a month ago -- and represented a paltry return for the company's shareholders... I'm surprised none of the big institutional shareholders haven't spoken up yet."

Well none of the big institutional shareholders has spoken up, but a small yet feisty one has. Sardar Biglari, the Chairman and CEO of The Lion Fund and Western Sizzlin (OTC BB: WSZL), issued a press release blasting the deal:

I wasn't too impressed with IHOP's (NYSE: IHP) decision to buy Applebee's (NASDAQ: APPB). But at the same time, I think Applebee's shareholders should be pretty upset. iHop shares soared on the news -- it's one of the only times I can think of that shares of an acquiring company have risen 3 times as much as those of the company being acquired. The premium was tiny -- the stock traded higher a month ago -- and represented a paltry return for the company's shareholders.

Today's Wall Street Journal asked the question Can iHOP Chief Restore Polish to Applebee's? According to the Journal:

IHOP Corp. Chief Executive Julia Stewart said she plans to revive Applebee's International Inc. by better distinguishing the chain from competitors, remodeling its restaurants and selling hundreds of company-owned locations to franchisees.

OK -- distinguishing the chain, remodeling, and emphasizing franchising. As Kevin Kelly wrote yesterday, it seems like a good idea, but the question is Why did Applebee's need to be sold to do that?

If Stewart's plan will work -- I doubt that it will because Applebee's will likely continue its decline as a brand -- Applebee's shareholders are getting the shaft.

I'm surprised none of the big institutional shareholders haven't spoken up yet.