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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or Rule 14a-12
QUALITY DINING, INC.
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(Name of Registrant as Specified In Its Charter)
NBO, LLC
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable.
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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(3) Filing Party: Not applicable.
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(4) Date Filed: Not applicable.
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<PAGE>
FOR IMMEDIATE RELEASE
CONTACT
Lawrence E. Dennedy
MacKenzie Partners, Inc.
212-929-5500
NBO RESPONDS: QUESTIONS QUALITY DINING DELAY IN
REVIEWING OFFER; HIGHLY CONFIDENT OF FINANCING
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- OFFERS TO WITHDRAW SOLICITATION IF BOARD COMMITS TO AUCTION -
Southfield, MI, February 24, 2000 - NBO, LLC, a 9.6% stockholder of Quality
Dining, Inc. (NASDAQ: QDIN), which has undertaken a proxy contest to unseat two
members of the Quality Dining Board of Directors responded to a request by the
Company to withdraw its solicitation.
NBO responded to Quality Dining in a letter dated February 24, 2000, indicating
that it was prepared to withdraw its solicitation if the Board would
unconditionally commit to sell the Company to the highest bidder at $5.00 or
more per share. NBO also called for Quality Dining's Board of Directors to give
NBO's $5.00 per share cash merger proposal immediate consideration. John C.
Firth, Quality Dining's Executive Vice President and General Counsel wrote in a
letter to NBO, dated February 23, 2000, that the Board has determined not to
consider NBO's offer until after the company's annual meeting of shareholders on
March 7.
NBO's letter to John C. Firth is attached.
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ATTACHMENT
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NBO, LLC
25800 NORTHWESTERN HIGHWAY
SUITE 750
SOUTHFIELD, MICHIGAN 48075
TEL. (248) 262-1000 FAX (248) 357-6116
February 24, 2000
BY FACSIMILE AND FEDERAL EXPRESS
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John C. Firth, Esq.
Executive Vice President and General Counsel
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
Dear Mr. Firth:
Thank you for your letter of February 23, 2000 indicating the
determination of the Board of Directors to evaluate, at an unspecified date
after March 7, 2000, the fairness of our offer to acquire all of the outstanding
shares of Quality Dining, Inc. Common Stock in a cash merger at a price of $5.00
per share (the "Acquisition"). We have made a serious proposal and do not
understand why the Board does not consider it now; we would expect that the
Board, in fulfilling its fiduciary duties to the shareholders, would give
immediate consideration to our offer.
As we indicated in our letter of February 22, 2000, we would be happy
to discuss our plans for financing our cash merger offer. To reiterate our
position, we are highly confident we can obtain all necessary financing. In this
regard, please be advised that the net worth of NBO's affiliates substantially
exceeds the funds necessary to consummate the Acquisition. Although we would
expect to finance the Acquisition in a traditional manner, you should hardly
have concerns about our financial wherewithal.
With respect to your request that NBO withdraw its solicitation of
proxies in favor of the NBO Nominees, we would be prepared to withdraw our
solicitation if the Board were to commit unconditionally to a sale of the
Company to the highest bidder in an auction provided that the price is at $5.00
or more per share. We look forward to your response.
Very truly yours,
/s/ David W. Schostak
David W. Schostak
cc: Daniel B. Fitzpatrick
Philip J. Faccenda
Arthur J. Decio
James K. Fitzpatrick
Ezra H. Friedlander
Steven M. Lewis
Christopher J. Murphy III
Bruce M. Jacobson
