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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. 1)
QUALITY DINING, INC.
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Name of Subject Company
QUALITY DINING, INC.
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(Name of Persons Filing Statement)
COMMON STOCK, WITHOUT PAR VALUE
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(Title of Class of Securities)
747456P 10 5
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(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
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(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
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INTRODUCTION
This Amendment No. 1 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, 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 June 5, 2000, NBO notified the Company that it was dropping the
condition to the Offer that the Offer not cause the Company to be in default
under any instrument evidencing its existing indebtedness. Subsequently, on
June 7, 2000, NBO filed revised tender offer materials with the SEC.
The Board held a meeting on June 8, 2000 to consider NBO's revised Offer.
At that meeting, the Board unanimously reaffirmed its prior determination that
the Offer was inadequate and not in the best interests of the Company and its
shareholders. The Board concluded that the dropping of this one condition did
not change the fact that the Offer, as currently structured, could not, in
the Board's view, be properly financed. The Board also determined that the
other factors listed below under "Reasons" upon which the Board based its prior
determination that the Offer was inadequate and not in the best interests of the
Company and its shareholders had not changed.
Accordingly, Daniel B. Fitpatrick, on behalf of the Board, sent a letter to
David W. Schostak on June 9, 2000, informing him of the Board's position. Such
letter and form of press release announcing such letter are included as Exhibits
3 and 4 hereto and are incorporated herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby supplemented and amended by adding the following:
Exhibit 3 -- Letter to NBO from Daniel B. Fitzpatrick, dated June 9, 2000.
Exhibit 4 -- Form Press Release issued by the Company on June 9, 2000.
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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
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Name: Daniel B. Fitzpatrick
Title: Executive Vice President
and Chief Executive Officer
