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SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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[_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-12.
QUALITY DINING, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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[Quality Dining Letterhead]
February 28, 2000
Mr. David W. Schostak
NBO, LLC
25800 Northwestern Highway
Suite 750
Southfield
Michigan 48075
Dear Mr. Schostak:
I am in receipt of your letter dated February 28, 2000 in which NBO
purportedly drops the financing condition from its offer to acquire the Company.
NBO's letter is disingenuous on two counts. First, NBO's offer
remains subject to a full due diligence review - which has exactly the same
effect as a financing condition. Second, NBO still has not provided any
assurances that it can obtain the necessary financing for its acquisition
proposal, despite the Company's request for such evidence. Simply dropping the
financing condition does not mean that you will have the financing when it comes
time to perform. Moreover, considering the significant due diligence condition,
NBO may never become a serious bidder.
We view your letter as simply another of NBO's grandstanding tactics
to divert the attention of the Company's shareholders before the election of
directors at the annual meeting. NBO knows that the Board cannot take all the
necessary and appropriate steps to evaluate NBO's offer in the short period
pending the meeting. As I have previously stated, the new Board will fairly
consider the NBO proposal in a proper deliberate manner following the annual
meeting and no option favoring shareholders will be foreclosed in such
consideration.
Very truly yours,
/s/ Daniel B. Fitzpatrick
Daniel B. Fitzpatrick
Chairman, President & CEO
