As filed with the Securities and Exchange Commission on October 8, 1996
Registration No. 333-2050
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUALITY DINING, INC.
(Exact name of registrant as specified in its charter)
Indiana 5812 35-1804902
(State or other (Primary Standard Industrial (I.R.S.Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
organization)
3820 Edison Lakes Parkway
Mishawaka, Indiana 46545
(219) 271-4600
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
_____________________
DANIEL B. FITZPATRICK
President and Chief Executive Officer
Quality Dining, Inc.
3820 Edison Lakes Parkway
Mishawaka, Indiana 46545
(219) 271-4600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
James A. Aschleman, Esq. John A. Burgess, Esq.
Baker & Daniels Jay E.Bothwick, Esq.
300 North Meridian Street Hale and Dorr
Suite 2700 60 State Street
Indianapolis, Indiana 46204 Boston,Massachusetts 02109
(317) 237-0300 (617) 526-6526
REMOVAL OF SECURITIES FROM REGISTRATION
Of the 5,250,000 shares of common stock, without par value, of
the Registrant ("Quality Dining Common Stock") registered by means
of the Registration Statement on Form S-4 (Registration No. 333-
2050), 5,127,121 shares were issued to shareholders of Bruegger's
Corporation ("Bruegger's") in connection with the merger of BAC,
Inc., a wholly owned subsidiary of the Registrant, with and into
Bruegger's (the "Merger"). The remaining 122,879 shares of Quality
Dining Common Stock registered but not issued in connection with the
Merger are hereby removed from registration pursuant to Item
512(a)(3) of Regulation S-K.
Of the 141,450 shares of Series A Convertible Cumulative
Preferred Stock, without par value, of the Registrant ("Quality
Dining Preferred Stock") registered by means of the Registration
Statement on Form S-4 (Registration No. 333-2050), 111,800 shares
were issued to shareholders of Bruegger's in connection with the
Merger. The remaining 29,650 shares of Quality Dining Preferred
Stock registered but not issued in connection with the Merger are
hereby removed from registration pursuant to Item 512(a)(3) of
Regulation S-K.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933
and the provisions of Rule 478 of the Securities and Exchange
Commission promulgated thereunder, the Registrant has duly caused
this amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Mishawaka, State of Indiana, on October 8, 1996.
QUALITY DINING, INC.
By: /s/ Daniel B. Fitzpatrick
Daniel B. Fitzpatrick
President and Chief Executive Officer
Agent for Service named in the
Registration Statement
