SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
RULE 13E-1 TRANSACTION STATEMENT
PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
QUALITY DINING, INC.
__________________________________________________________________
(NAME OF ISSUER)
QUALITY DINING, INC.
__________________________________________________________________
(NAME OF PERSON(S) FILING STATEMENT)
COMMON STOCK, WITHOUT PAR VALUE
__________________________________________________________________
(TITLE OF CLASS OF SECURITIES)
747456P 10 5
__________________________________________________________________
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOHN C. FIRTH, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
QUALITY DINING, INC.
4220 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
TELEPHONE: (219) 271-4600
FACSIMILE: (219) 243-4393
__________________________________________________________________
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
Copies to:
LAWRENCE LEDERMAN, ESQ. AND
ROBERT S. REDER, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY LLP
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
TELEPHONE: (212) 530-5000
FACSIMILE: (212) 530-5219
CALCULATION OF FILING FEE
__________________________________________________________________
TRANSACTION VALUE FILING FEE
----------------- ----------
A TOTAL OF $1,435,547 IN COMMON STOCK $ 287*
OF QUALITY DINING, INC.
------------------------------------------------------------------
* PURSUANT TO RULE 0-11 PROMULGATED UNDER THE EXCHANGE ACT, THE AMOUNT OF
THE FILING FEE HAS BEEN CALCULATED BY MULTIPLYING THE VALUE OF THE SECURITIES
TO BE ACQUIRED BY 1/50 OF ONE PERCENT.
ITEM 1. SECURITY AND ISSUER
The issuer is Quality Dining, Inc., an Indiana corporation (the "Company").
The principal executive offices of the Company are located at 4220 Edison Lakes
Parkway, Mishawaka, Indiana 46545.
This Rule 13e-1 Statement relates to the Company's previously announced
resumption of its program to repurchase up to 1,000,000 of its shares of
common stock, no par value (the "Shares"), in the open market or in privately
negotiated transactions, depending upon market conditions and other
considerations. On June 15, 2000, the Company publicly announced that it
intended to resume its repurchase program for a 30 day period during which it
might repurchase up to an additional 437,500 Shares from its shareholders.
Since that time the Company has purchased 42,000 Shares at current market
prices on the date of purchase. All such purchases were effected on the NASDAQ.
ITEM 2. PURPOSES OF THE REPURCHASES
The Company's Board of Directors believes that the purchases will provide
additional liquidity and some immediate value for those shareholders of the
Company interested in cash, while enabling long-term shareholders to increase
their proportionate interest in the Company's equity and therefore in the
Company's earnings and assets. Purchased Shares will be held in treasury
and will be available for general corporate purposes or resale at a future
date, or will be retired.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the Company's purchases to date and all of its future purchases will
be made from available funds of the Company.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
QUALITY DINING, INC.
By: /s/ Daniel B. Fitzpatrick
Name: Daniel B. Fitzpatrick
Title: Chief Executive Officer
Dated: July 14, 2000
