UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended October 27, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______ to ________
Commission file number 0-23420
QUALITY DINING, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1804902
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
(Address of principal executive offices) (Zip Code)
(219) 271-4600
(Registrant=s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
$167,877,236
Aggregate market value of the voting stock held by nonaffiliates
of the Registrant based on the last sale price for such stock at
December 9, 1996 (assuming solely for the purposes of this
calculation that all Directors and executive officers of the
Registrant are "affiliates").
16,909,609
Number of shares of Common Stock, without par value, outstanding
at January 14, 1997
DOCUMENT INCORPORATED BY REFERENCE
Portions of the following document have been incorporated by
reference into this Annual Report on Form 10-K
IDENTITY OF DOCUMENT PART OF FORM 10-K INTO WHICH
DOCUMENT IS INCORPORATED
Definitive Proxy Statement for
the Annual Meeting of PART III
Shareholders to be held
March 26, 1997
The Registrant's Annual Report on Form 10-K for the year
ended October 27, 1996 is being amended to include an exhibit
pursuant to Part IV, Item 14. This exhibit, a Promissory Note
between the Registrant and Bagel Acquisition Corporation, dated
August 12, 1996, was intended to be filed as part of the Annual
Report as Exhibit 10-AL(ii), and was listed on the Index to
Exhibits as such exhibit in the Annual Report. However, Exhibit
10-AL(ii) was inadvertently omitted from the EDGAR transmission
of the Annual Report on January 24, 1997. No other parts of the
Annual Report are being amended.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements:
The following consolidated financial statements of the
Company and its subsidiaries are set forth in
Part II, Item 8.
Consolidated Balance Sheets as of October 27, 1996 and
October 29, 1995
Consolidated Statements of Income for the fiscal years
ended October 27, 1996, October 29, 1995 and October
30, 1994
Consolidated Statements of Stockholders' Equity for the
fiscal years ended October 27, 1996, October 29, 1995
and October 30, 1994
Consolidated Statements of Cash Flows for the fiscal
years ended October 27, 1996, October 29, 1995 and
October 30, 1994
Notes to Consolidated Financial Statements
Report of Independent Accountants
2.Financial Statement Schedules:
None
3.Exhibits:
A list of exhibits required to be filed as part of this
report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated
herein by reference.
(b) Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By /s/ Daniel B. Fitzpatrick
Daniel B. Fitzpatrick
Date: March 27, 1997 President and Chief Executive
Officer
INDEX TO EXHIBITS
Page No.
Exhibit In This
No. Description Filing
_______ ___________________________________________ _________
2 (1) Share Exchange and Reorganization Agreement
by and among the
Registrant and Burger Services, Inc.,
Bravokilo, Inc., Bendan
Restaurant, Inc., Burger Management of
Muskegon, Inc., Burger
Management Fort Wayne, Inc., Best Bagels,
Inc., Full Service Dining
Inc., Southwest Dining, Inc., Daniel B.
Fitzpatrick, Gerald O. Fitzpatrick,
James K. Fitzpatrick, John D. Fitzpatrick,
Ezra H. Friedlander, Benjamin
Schulman and Michael G. Sosinski dated as of
December 17, 1993
2-B (2) Stock Purchase Agreement among the
Registrant, Grayling Corporation,
T. Garrick Steele, Joseph E. Olin, Andrew P.
Murphy, Anita L. Wood,
Thomas Miller and Steve Hunter dated as of
September 27, 1994
2-C (3) Acquisition Agreement by and among the
Registrant, Bravokilo, Inc.,
William R. Schonsheck, SHONCO, Inc., SHONCO
II, Inc., SHONCO III, Inc., SHONCO IV, Inc.,
SHONCO V, Inc., SHONCO VI, Inc., SHONCO Six,
Inc., SHONCO Seven Management, Inc., SHONCO
X, Inc., SHONCO XI, Inc. and SHONCO XII,
Inc. dated as of July 13, 1995
2-D (6) Asset Purchase Agreement, as amended, dated
as of October 30, 1995 by and between the Registrant
and Brinker International, Inc.
2-E (7) Agreement and Plan of Merger, dated as of
February 21, 1996, among the Registrant,
BAC, Inc., and Bruegger's Corporation
3-A (9) Restated Articles of Incorporation of the
Registrant
3-B (10) By-Laws of the Registrant, as amended to
date
4 (8) Amended and Restated Revolving Credit
Agreement, dated as of April 26, 1996,
between the Registrant and GAGHC, Inc., as
borrowers, and Texas Commerce Bank National
Association, as agent, NBD Bank, N.A.,
LaSalle National Bank, NationsBank, N.A.
(South), SunTrust Bank, Central Florida,
N.A., The Northern Trust Company and Key
Bank
4-A First Amendment, dated as of November 7,
1996, to Amended and Restated Revolving
Credit Agreement, dated as of April 26,
1996, between the Registrant, GAGHC, Inc.,
and BF Holding, Inc., as borrowers, and
Texas Commerce Bank National Association, as
agent, NBD Bank, N.A., LaSalle National
Bank, NationsBank, N.A. (South), SunTrust
Bank, Central Florida, N.A., The Northern
Trust Company and Key Bank
10-A (1) Form of Burger King Franchise Agreement
10-B (1) Form of Chili's Franchise Agreement
10-D (1) Form of Bruegger's Bakeries Franchise
Agreement
10-E (1) (i) Target Reservation Agreement between
Burger King Corporation
and the Registrant dated December 24, 1993;
(ii) Side Letter Agreement
to Target Reservation Agreement dated
December 21, 1993
10-F (1) Development Agreement between Chili's, Inc.
and the Registrant dated June 27, 1990
10-H (11) Form of Bruegger's Development Agreement
(Preferred Stock Franchisees)
10-I (9) *1993 Stock Option and Incentive Plan, as
amended, of the Registrant
10-J (1) *Outside Directors Stock Option Plan of the
Registrant
10-K (1) Lease Agreement between B.K. Main Street
Properties and the Registrant dated January 1, 1994
10-L Schedule of Related Party Leases
10-M (1) Form of Related Party Lease
10-Q Form of Bruegger's Development Agreement and
Form of Bruegger's Franchise Agreement attached
thereto (Standard Franchisees)
10-R Form of Bruegger's Development Agreement and
Form of Bruegger's Franchise Agreement attached
thereto (Related Party Franchisees)
10-S Form of Bruegger's Development Agreement and
Form of Bruegger's Franchise Agreement attached
thereto (Future Franchisees)
10-T (4) First Amendment dated May 2, 1995 to
Development Agreement between
Chili's, Inc. and the Registrant dated June 27, 1990
10-U Schedule of Bruegger's Related Party Development Agreements
10-V (4) *Employment Agreement between the Registrant
and William R. Schonsheck dated August 14, 1995
10-W (4) Non-Competition Agreement between the
Registrant and William R. Schonsheck dated August 14, 1995
10-X (4) Lease Agreement for Farmington Hills #509
between the Registrant and William R. Schonsheck
dated August 14, 1995
10-Y (4) Lease Agreement for Belleville #4814 between
the Registrant and William R. Schonsheck dated
August 14, 1995
10-Z (4) Purchase and Sale Agreement between the
Registrant and John D. Fitzpatrick dated July 10, 1995
10-AA (4) Target Reservation Agreement between Burger
King Corporation and the
Registrant dated September 15, 1995
10-AB (5) Stock Purchase Agreement between Ezra H.
Friedlander, Daniel B.
Fitzpatrick and James K. Fitzpatrick, as
shareholders of Tri-State Construction
Co., Inc., and the Registrant dated as of
November 1, 1995
10-AC (9) Agreement between the Registrant and
Nordahl L. Brue and Michael J. Dressell,
dated February 21, 1996
10-AD Priority Charter Agreement between the
Registrant and Burger Management
of South Bend #3, Inc., dated September 1, 1994
10-AE *Resignation Agreement between the
Registrant and Michael G. Sosinski, dated as
of October 25, 1996
10-AF Lease Agreement between the Registrant and
Six Edison Lakes, L.L.C., dated September 19, 1996
10-AG Stock Option Agreement between the
Registrant, Daniel B. Fitzpatrick and Bagel Acquisition
Corporation, dated August 12, 1996
10-AH Computer and Communications Systems
Agreement between the Registrant and Bagel
Acquisition Corporation, dated as of August 12, 1996
10-AI Accounting Services Agreement between the
Registrant and Bagel Acquisition Corporation, dated
as of August 12, 1996
10-AJ Management Services Agreement between the
Registrant and Bagel Acquisition Corporation, dated as of
August 12, 1996
10-AK Schedule of Related Party Franchise
Agreements
10-AL (i) Revolving Credit Loan Agreement between
the Registrant and Bagel Acquisition
Corporation, dated August 12, 1996;
(ii) Promissory Note
between the Registrant and Bagel Acquisition
Corporation, dated August 12, 1996
10-AM First Amendment to Revolving Credit Loan
Agreement, Promissory
Note and Security Agreement between the Registrant and Bagel
Acquisition Corporation, dated as of December 2, 1996
10-AN (i) Termination and Modification Agreement
between the Registrant
and Howard Opera House Associates, dated
October 23, 1996;
(ii) Lease between the Registrant and Howard Opera House
Associates, dated as of January 28, 1991;
(iii) Lease between the Registrant and Howard Opera House
Associates, dated as of January 28, 1991
21 Subsidiaries of the Registrant
23 Written consent of Coopers & Lybrand L.L.P.
27 Financial Data Schedule
_______________
*The indicated exhibit is a management contract, compens
atory plan or arrangement required to be filed by Item 601
of Regulation S-K.
(1)The copy of this exhibit filed as the same exhibit number
to the Company's Registration Statement on Form S-1
(Registration No. 33-73826) is incorporated herein by
reference.
(2)The copy of this exhibit filed as the same exhibit number
to the Company's Report on Form 8-K dated November 23, 1994
is incorporated herein by reference.
(3)The copy of this exhibit filed as Exhibit 2 to the
Company's Report on Form 8-K dated August 28, 1995 is
incorporated herein by reference.
(4)The copy of this exhibit filed as the same exhibit number
to the Company's Registration Statement on Form S-1
(Registration No. 33-96806) is incorporated herein by
reference.
(5)The copy of this exhibit filed as the same exhibit number
to the Company's Report on Form 10-K for the year ended
October 29, 1995 is incorporated herein by reference.
(6)The copy of this exhibit filed as the same exhibit number
to the Company's Report on Form 8-K dated January 5, 1996 is
incorporated herein by reference.
(7)The copy of this exhibit filed as the same exhibit number
to the Company's Registration Statement on Form S-4
(Registration No. 333-2050) is incorporated herein by
reference.
(8)The copy of this exhibit filed as the same exhibit number
to the Company's Report on Form 8-K dated May 1, 1996 is
incorporated herein by reference.
(9)The copy of this exhibit filed as the same exhibit number
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended May 12, 1996 is incorporated herein
by reference.
(10)The copy of this exhibit filed as the same exhibit
number to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended August 4, 1996 is incorporated herein
by reference.
(11)The copy of this exhibit filed as exhibit 10-H(i) AD
evelopment Agreement between Bruegger's Franchise
Corporation and Registrant dated November 15, 1993,@ to the
Company's Registration Statement on Form S-1 (Registration
No. 33-73826) is incorporated herein by reference.
All other exhibits listed in this Index to Exhibits (except for
Exhibit 10-AL(ii), which is filed as part of this Amendment
No. 2) are incorporated by reference to the Company's Report on
Form 10-K for the year ended October 27, 1996.
Exhibit 10-AL(ii)
PROMISSORY NOTE
(Revolving Credit Loan)
$11,000,000.00 August 12, 1996
FOR VALUE RECEIVED, the undersigned promises to pay to the
order of Quality Dining, Inc., an Indiana corporation ("Lender"),
at P.O. Box 416, South Bend, Indiana, or at such other place as
Lender or the holder of this note may from time to time designate
in writing, in payments as herein provided, in lawful money of
the United States of America, the sum of any amounts disbursed to
or for the benefit of the undersigned up to the amount of ELEVEN
MILLION DOLLARS ($11,000,000.00) from the date of disbursement
until maturity, which shall be February 12, 1997. Interest on
the principal balance shall accrue at a monthly rate of eleven
percent (11%).
Said payments shall be calculated as follows:
1. Payment of principal shall be made at maturity.
2. Payments of interest shall be payable in monthly installments
calculated as the interest owed on the sum of the amount of funds
advanced to date.
3. Interest on the unpaid principal balance shall be calculated
on the basis of a three hundred sixty (360) day year as
applicable, and shall be computed for the actual number of days
in the time period for which interest is charged.
If any payment of principal or interest on this Promissory
Note shall become due on a Saturday, Sunday, or legal holiday
under the laws of the State of Indiana, such payment shall be
made on the next succeeding business day and such extension of
time shall in such case be included in computing interest in
connection with such payment.
All interest payable hereunder and becoming overdue shall be
forthwith treated, as to the payment of interest thereon, as
principal and shall bear compound interest at the rate aforesaid,
after as well as before maturity, to be computed monthly and paid
on the day of each month.
The amount of the indebtedness owed under this Promissory
Note may be prepaid in whole, or in part.
This Promissory Note is secured by the assets of Bagel
Acquisition Corporation, an Indiana corporation ("Borrower"), as
set forth in that Security Agreement of even date herewith by and
between the undersigned as Debtor and Lender as the Secured
Party.
In the event that: (a) any payment of principal or interest
under this Promissory Note should not be paid when due; or
(b) any other event of default referred to in the Security
Agreement should occur and such default should continue after any
notice specified has been accrued thereon may at the option of
the holder of this Promissory Note become due and payable without
any further demand, notice of nonpayment, presentment, protest,
or notice of dishonor, all of which are hereby expressly waived
by Maker and shall thereafter bear interest at the rate of twelve
percent (12%) per year until paid in full. The failure of the
holder of this Promissory Note to exercise such option upon
default shall not be taken or construed to be a waiver of the
right to exercise such option for any subsequent default, and for
this purpose, the failure to pay each separate payment required
hereunder when due shall be treated and considered as a separate
default hereunder.
If this Promissory Note is not paid pursuant to the terms of
payment set forth herein, and is placed in the hands of an
attorney for collection, whether or not suit is filed hereon, or
if proceedings are had in probate, bankruptcy, receivership,
reorganization, arrangement, or other legal proceedings for the
collection hereof, Maker agrees to pay the holder a reasonable
amount of attorneys' fees and all costs and expenses of
collection incurred by the holder hereof.
The undersigned and all endorsers, guarantors and sureties of
this Promissory Note and all persons or entities now or at any
time liable or to become liable, whether primarily or
secondarily, for the payment of the indebtedness hereby
evidenced, for themselves, their heirs, legal representatives,
successors, and assigns, respectively, expressly and severally
waive presentment for payment, demand, notice of demand, notice
of dishonor, protest, notice of protest, notice of intention to
accelerate the maturity of this Promissory Note, the bringing of
suit against any other party, and diligence in collection, and
consent that the time of said payments or any part thereof may be
extended by the holder hereof without in any way modifying,
altering, releasing, affecting, or limiting their respective
liability or the lien of the Security Agreement. The undersigned
and all endorsers, guarantors and sureties of this Promissory
Note and all persons or entities now or at any time liable or to
become liable, whether primarily or secondarily, for the payment
of the indebtedness hereby evidenced also agree to all renewals,
extensions, modifications, partial payments, releases or
substitutions of security, in whole or in part, with or without
notice, before or after maturity.
This Promissory Note shall be governed by and construed in
all respects according to the laws of the State of Indiana.
BAGEL ACQUISITION CORPORATION,
an Indiana corporation
By: /s/ Daniel B. Fitzpatrick
Name: Daniel B. Fitzpatrick
Title: President
