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Registration No. 333-2050
Filed pursuant to
Rule 424(b)(3)
Supplement No. 1 to the Joint Proxy Statement/Prospectus Dated April 19, 1996
of Quality Dining, Inc. and Bruegger's Corporation
May 17, 1996
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BRUEGGER'S CORPORATION
159 Bank Street
Burlington, Vermont 05401
May 17, 1996
Dear Shareholder:
We have recently discovered that at least one of the holders of the
Preferred Stock of Bruegger's Corporation ("Bruegger's") did not receive in a
timely manner the Joint Proxy Statement/Prospectus dated April 19, 1996 of
Quality Dining, Inc. and Bruegger's (the "Joint Proxy Statement/Prospectus")
relating to the Special Meeting of Shareholders of Bruegger's which was to be
held on May 23, 1996. In order to ensure that adequate notice of the Special
Meeting of Shareholders is given to all Bruegger's shareholders, the Special
Meeting of Shareholders of Bruegger's that was originally scheduled to be held
on May 23, 1996, at 10:00 a.m., local time (the "May Special Meeting"), has been
rescheduled and will instead be held on June 6, 1996, at 10:00 a.m., local time,
at Bruegger's corporate headquarters at 159 Bank Street, Burlington, Vermont
(the "June Special Meeting").
This letter and the accompanying Notice of Special Meeting of Shareholders
and Proxy together constitute Supplement No. 1 to the Joint Proxy
Statement/Prospectus which was previously sent to you. The date of the Special
Meeting of Shareholders of Bruegger's has been changed from May 23, 1996 to June
6, 1996 and the record date for the Bruegger's Special Meeting of Shareholders
has been changed from April 1, 1996 to May 1, 1996. In all other respects, the
description in the Joint Proxy Statement/Prospectus of the Agreement and Plan of
Merger dated as of February 21, 1996 (the "Plan of Merger"), and related
Agreement of Merger (the "Merger Agreement"), among Quality Dining, BAC, Inc., a
wholly-owned subsidiary of Quality Dining (the "Merger Sub"), and Bruegger's,
and the merger of the Merger Sub with and into Bruegger's as contemplated by the
Plan of Merger and the Merger Agreement (the "Merger"), have not changed.
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As previously set forth in the Joint Proxy Statement/Prospectus that was
previously mailed to you, at the June Special Meeting, holders of shares of
Common Stock, $.001 par value per share, of Bruegger's ("Bruegger's Common
Stock"), will be asked to consider and vote upon a proposal to approve and adopt
the Plan of Merger and related Merger Agreement and to approve the Merger.
Copies of the Plan of Merger and the Merger Agreement (the "Merger Documents")
appear as Appendix I to the Joint Proxy Statement/Prospectus. In the Merger,
except for shares of Bruegger's Common Stock and shares of Bruegger's Class A
Cumulative Convertible Preferred Stock, $100 par value per share ("Bruegger's
Preferred Stock"), which are held by Bruegger's shareholders who properly
exercise their appraisal rights under Delaware law or which are owned by
Bruegger's, Quality Dining or any subsidiary of Bruegger's or Quality Dining,
each outstanding share of Bruegger's Common Stock will be converted into 1.2931
shares of Common Stock, without par value, of Quality Dining ("Quality Dining
Common Stock"), and each outstanding share of Bruegger's Preferred Stock will be
converted into one share of Series A Convertible Cumulative Preferred Stock,
without par value, of Quality Dining ("Quality Dining Preferred Stock"), all as
described in the Joint Proxy Statement/Prospectus, and Bruegger's will become a
wholly-owned subsidiary of Quality Dining. Bruegger's shareholders will receive
cash in lieu of any fractional shares of Quality Dining Common Stock to which
such Bruegger's shareholders would have been entitled.
You should read carefully the accompanying Notice of Special Meeting of
Shareholders and the Joint Proxy Statement/Prospectus for details of the Merger
and additional related information. If you would like another copy of the Joint
Proxy Statement/Prospectus, please contact Stephen Friedman, Chief Financial
Officer of Bruegger's at the address set forth above (telephone (802) 862-4700).
The Board of Directors of Bruegger's has determined that the Merger is fair
to and in the best interests of Bruegger's and its shareholders. Accordingly,
the Bruegger's Board of Directors has approved the terms of the Plan of Merger
and the Merger Agreement and recommends that the shareholders of Bruegger's vote
for the approval and adoption of the Merger Documents and the Merger.
The affirmative vote of holders of a majority of the outstanding shares of
Bruegger's Common Stock is necessary to approve the Merger Documents and the
Merger.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING AND WHETHER OR NOT
YOU PREVIOUSLY COMPLETED, SIGNED AND RETURNED A PROXY CARD FOR THE MAY SPECIAL
MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. If you attend the June Special
Meeting, you may vote in person if you wish, even though you previously have
returned your proxy. Your prompt cooperation will be greatly appreciated.
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Please do not send your stock certificates with your proxy. If the Merger
Documents and the Merger are approved by the Bruegger's common shareholders and
the merger is consummated, you will receive a transmittal form and instructions
for the surrender and exchange of your shares.
Thank you for your cooperation.
Sincerely,
Stephen A. Finn, President
PLEASE COMPLETE, SIGN, DATE AND RETURN
THE ENCLOSED PROXY PROMPTLY.
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BRUEGGER'S CORPORATION
159 BANK STREET
BURLINGTON, VERMONT 05401
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 6, 1996
TO THE SHAREHOLDERS OF BRUEGGER'S CORPORATION:
A special meeting of the shareholders (the "Special Meeting") of Bruegger's
Corporation, a Delaware corporation ("Bruegger's"), will be held on June 6,
1996, at 10:00 a.m., local time, at Bruegger's corporate headquarters at 159
Bank Street, Burlington, Vermont, for the following purposes.
1. To consider and vote upon a proposal to approve an Agreement and
Plan of Merger dated as of February 21, 1996 (the "Plan of Merger") and
related Agreement of Merger (the "Merger Agreement"), among Quality Dining,
Inc., an Indiana corporation ("Quality Dining"), BAC, Inc., a Delaware
corporation and wholly-owned subsidiary of Quality Dining ("Merger Sub"),
and Bruegger's, and to approve the merger of Merger Sub with and into
Bruegger's as contemplated by the Plan of Merger and the Merger Agreement
(the "Merger"). In the Merger, except for shares of Bruegger's Common
Stock, $.001 par value per share ("Bruegger's Common Stock"), and shares of
Bruegger's Class A Cumulative Convertible Preferred Stock, $100 par value
per share ("Bruegger's Preferred Stock"), which are held by Bruegger's
shareholders who properly exercise their appraisal rights under Delaware
law or which are owned by Bruegger's, Quality Dining or any subsidiary of
Bruegger's or Quality Dining, each outstanding share of Bruegger's Common
Stock will be converted into 1.2931 shares of Common Stock, without par
value, of Quality Dining ("Quality Dining Common Stock"), and each
outstanding share of Bruegger's Preferred Stock will be converted into one
share of Series A Convertible Cumulative Preferred Stock, without par
value, of Quality Dining ("Quality Dining Preferred Stock"), all as
described in the accompanying Joint Proxy Statement/Prospectus, and
Bruegger's will become a wholly-owned subsidiary of Quality Dining.
Bruegger's shareholders will receive cash in lieu of any fractional shares
of Quality Dining Common Stock to which such Bruegger's shareholders would
have been entitled. THE MERGER IS MORE COMPLETELY DESCRIBED IN THE PLAN OF
MERGER, INCLUDED AS APPENDIX I TO THE JOINT PROXY STATEMENT/PROSPECTUS, AND
A COPY OF THE MERGER AGREEMENT IS ATTACHED AS ANNEX A THERETO.
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2. To transact such other business as may properly come before the Special
Meeting or any adjournments or postponements thereof.
Only holders of record of shares of Bruegger's Common Stock at the close of
business on May 1, 1996, the record date for the Special Meeting (the "Record
Date"), are entitled to notice of, and to vote at, the Special Meeting and any
adjournments or postponements thereof.
The affirmative vote of the holders of a majority of the outstanding shares
of Bruegger's Common Stock is necessary to approve and adopt the Plan of Merger,
the Merger Agreement and the Merger.
Section 262 of the Delaware General Corporation Law, which governs rights
of dissenting shareholders, is summarized in the Joint Proxy
Statement/Prospectus under the caption "The Merger--Appraisal Rights" and is
reproduced as Appendix III to the Joint Proxy Statement/Prospectus.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-
PAID ENVELOPE. PLEASE DO NOT SEND ANY STOCK CERTIFICATES AT THIS TIME. YOUR
PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY SIGNING AND RETURNING A
LATER DATED PROXY WITH RESPECT TO THE SAME SHARES, BY FILING WITH THE SECRETARY
OF BRUEGGER'S A WRITTEN REVOCATION BEARING A LATER DATE OR BY ATTENDING AND
VOTING AT THE SPECIAL MEETING.
BY ORDER OF THE BOARD OF DIRECTORS:
Stephen A. Finn, President
May 17, 1996
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BRUEGGER'S CORPORATION
SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF THE COMPANY
The undersigned, having received notice of the meeting and the Board of
Directors' proxy statement therefor, and revoking all prior proxies, hereby
appoints Mr. Nordahl L. Brue, Mr. Michael J. Dressell, Mr. Stephen A. Finn and
John A. Burgess, Esq., and each of them, with full power of substitution, as
proxies to represent and vote all shares of stock of Bruegger's Corporation (the
"Company") which the undersigned would be entitled to vote, if personally
present, at the Special Meeting of Shareholders of the Company to be held at the
Company's corporate headquarters at 159 Bank Street, Burlington, Vermont, on
June 6, 1996 at 10:00 a.m., local time, and at any adjournment thereof, with
respect to the matter set forth on the reverse side.
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy
will be voted for proposal 1. Attendance of the undersigned at the meeting or
at any adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall revoke this proxy in writing before it is exercised.
(Continued and to be signed on reverse)
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[X] Please mark votes as in this example.
1. To approve and adopt the Plan of Merger, the Merger Agreement and the
Merger.
FOR [_] AGAINST [_] ABSTAIN [_]
[_] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW AT LEFT
[_] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
PLEASE SIGN AND RETURN IMMEDIATELY
SIGNATURE:_________________DATE______
SIGNATURE:_________________DATE______
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. ALL JOINT
OWNERS MUST SIGN.
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