<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
QUALITY DINING, INC.
------------------------------------------------------------------------
Name of Subject Company
QUALITY DINING, INC.
------------------------------------------------------------------------
(Name of Persons 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 numbers 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
<PAGE> 2
INTRODUCTION
This Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 initially filed with the SEC on May 22, 2000 (as amended, the
"Schedule 14D-9") by Quality Dining, Inc., an Indiana corporation (the
"Company"), relates to the offer by QDI Acquisition LLC, a Delaware limited
liability company and wholly-owned subsidiary of NBO, LLC, a Michigan limited
liability company, to purchase all of the Common Stock outstanding, and the
related Rights, at a price of $5.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Bidder's Offer to Purchase, as amended, dated May 9, 2000, and in the
related Letter of Transmittal. Capitalized terms not defined herein have the
meanings set forth in the Schedule 14D-9 filed on May 22, 2000.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented to add the
following at the end of the section entitled "Background":
On July 11, 2000, NBO announced that it was extending the Offer until
Wednesday, August 9, 2000. In response, the Company announced that it
continued to view the Offer as inadequate and urged the Company's shareholders
to reject the Offer and not tender any of their shares. The Company's press
release making such announcement is included as Exhibit 5 hereto and is
incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 5 -- Form Press Release issued by the Company on July 11, 2000.
<PAGE> 3
SIGNATURE
After due 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: Executive Vice President
and Chief Executive Officer
