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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
MAY 31, 1996 (MAY 23, 1996)
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Date of Report (Date of earliest event reported)
QUALITY DINING, INC.
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(Exact name of registrant as specified in its charter)
INDIANA 0-23420 35-1804902
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
3820 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
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(Address of principal executive offices)
Registrant's telephone number, including area code: (219) 271-4600
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
The press release filed with this report as Exhibit 99-A is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The exhibits set forth on the Index to Exhibits on page 4 are
incorporated herein by reference.
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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.
QUALITY DINING, INC.
Dated: May 31, 1996 By: /s/ Daniel B. Fitzpatrick
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Daniel B. Fitzpatrick
President and Chief Executive Officer
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Page
Exhibit No.
No. Description in this
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99-A Press Release of Registrant dated May 24, 1996.......
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EXHIBIT 99-A
FOR IMMEDIATE RELEASE Contact: David M. Findlay
- --------------------- Vice President Strategic
Planning & Investor Relations
(219) 271-4600
QUALITY DINING, INC. ANNOUNCES
SHAREHOLDER APPROVAL OF MERGER
Mishawaka, Indiana (May 24, 1996)--Quality Dining, Inc. (Nasdaq/NM:QDIN)
announced today that the Company's shareholders have approved the proposed
merger with Bruegger's Corporation, the nation's leading bagel retailer. Under
the terms of the proposed merger, the shareholders of Bruegger's Corporation
will receive approximately 5,142,127 shares of Quality Dining, Inc. common stock
for all shares of Bruegger's Corporation common stock and up to 141,450 shares
of Quality Dining convertible preferred stock for the Bruegger's Corporation
convertible preferred stock.
Bruegger's Corporation currently owns and operates 51 retail bagel bakeries
and franchises another 272 units in 31 states, and expects to have 450 to 475
bakeries at the close of 1996.
Approval by Bruegger's Corporation's shareholders is expected to occur at
Bruegger's Special Meeting of Shareholders on June 6, 1996. Pursuant to a
Voting Agreement, executed by Nordahl L. Brue and Michael J. Dressell, the Co-
Founders and principal shareholders of Bruegger's, and Quality Dining, Inc.,
Messrs. Brue and Dressell are obligated to vote their shares in favor of the
adoption and approval of the Merger Agreement at Bruegger's meeting. Messrs.
Brue and Dressell hold approximately 85% of the total number of issued and
outstanding shares of Bruegger's Corporation common stock. Following formal
approval of the merger by Bruegger's shareholders, Bruegger's Corporation will
become a wholly owned subsidiary of Quality Dining.
Daniel B. Fitzpatrick, Quality Dining's Chairman, President and Chief
Executive Officer, stated, "We are very excited about our merger with Bruegger's
Corporation. Since opening the first Bruegger's Bagel Bakery in 1983, Nord Brue
and Mike Dressell have set the standards for this fast-growing segment. The
merger should be a synergistic alliance of the dominant leader in the most
exciting category in the restaurant industry with a proven, operationally
focused multi concept restaurant management company."
Fitzpatrick continued, "This merger should enable Bruegger's Corporation to
substantially augment its infrastructure and to ramp up its already rapid
growth. Both Bruegger's and Quality Dining have assembled outstanding teams to
spearhead the growth of our respective businesses. We expect to accelerate the
development of company-owned Bruegger's and continue our existing
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QDIN Announces Approval of Merger
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May 24, 1996
development schedule for Quality Dining's other concepts following consummation
of the merger."
Fitzpatrick further commented, "We expect to finish fiscal 1996 with
approximately 95 to 100 company-owned Bruegger's Bagel Bakeries, 355 to 375
franchisee-owned Bruegger's Bagel Bakeries, 63 to 65 Burger King restaurants, 42
Grady's American Grill restaurants, 21 to 23 Chili's Grill & Bar restaurants and
six to seven Spageddies Italian Kitchen restaurants. During fiscal 1997, we
anticipate adding an additional 80 to 100 company-owned Bruegger's Bagel
Bakeries, four to six Burger King restaurants, three to five Chili's Grill & Bar
restaurants, one to two Grady's American Grill units and one to two Spageddies
Italian Kitchen restaurants. In addition, we expect the Bruegger's franchise
community to open an additional 150 to 175 Bruegger's Bagel Bakeries.
"Bruegger's has become the dominant concept in the bagel business through
an entrepreneurial-driven management structure which has positioned the concept
for continued leadership in the segment. Our two organizations share a
customer-driven culture designed to create long-term shareholder value. This
merger should benefit the shareholders of both organizations, our franchise
partners and, most importantly, Bruegger's loyal customers," concluded
Fitzpatrick.
Quality Dining, Inc. currently operates a total of 150 quick-service and
casual theme dining restaurants located in 20 states throughout the country.
The Company operates 63 Burger King restaurants, 42 Grady's American Grill
restaurants, 19 Chili's Southwestern Grill and Bar restaurants, 21 Bruegger's
Bagel Bakeries, and 5 Spageddies Italian Kitchen restaurants.
Except for the historical information contained herein, the matters
discussed in this press release are forward-looking statements that involve a
number of risks and uncertainties. Among the factors that could cause actual
results to differ materially are the following: the availability and cost of
suitable locations for new restaurants; the hiring, training and retention of
skilled management and other restaurant personnel; the ability to obtain the
necessary government approvals and third-party consents; changes in governmental
regulations, including an increase in the minimum wage; and other risk factors
listed from time to time in the Company's filings with the Securities and
Exchange Commission.
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