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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
[ ] Definitive Additional Materials Commission Only (as permitted)
[X] 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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#865784
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NBO, LLC
25800 NORTHWESTERN HIGHWAY
SUITE 750
SOUTHFIELD, MICHIGAN 48075
January 25, 2000
PROXY CONTEST ALERT
To Our Fellow Shareholders:
NBO, LLC filed a Preliminary Proxy Statement with the Securities
and Exchange Commission setting forth, among other things, our Proposal to elect
three NBO Nominees to Quality Dining's Board of Directors at this year's annual
meeting of shareholders. Two of our nominees are for the seats of directors
whose terms expire at the meeting; the third was to fill the vacancy created
when William Schoenscheck, chief operating officer of the Company's Burger King
division, declined to stand for reelection in 1999. Under the Company's Articles
of Incorporation and By-laws, shareholders could fill this vacancy for the
remaining term (expiring in 2002) if the Board did not. IN ITS PROXY STATEMENT
FOR LAST YEAR'S ANNUAL MEETING, YOUR BOARD OF DIRECTORS ASSURED YOU THAT IT THEN
HAD NO INTENTION OF FILLING THIS VACANT SLOT. SOMETHING HAS EVIDENTLY CHANGED.
Yesterday afternoon we were advised of that change by the Company's
General Counsel. Although the Company issued no press release and made no public
filing or other announcement of which we are aware, the General Counsel
indicated to us in a letter, that yesterday, just over six weeks before the 2000
Annual Meeting of Shareholders, and NOTWITHSTANDING ITS STATEMENT TO YOU IN
BLACK AND WHITE JUST LAST YEAR THAT IT THEN HAD NO INTENTION OF DOING SO, YOUR
BOARD OF DIRECTORS ACTED TO APPOINT ITS OWN NOMINEE TO FILL THE VACANCY -
WITHOUT A SHAREHOLDER VOTE.
This seat has remained empty since March 1999. The Board apparently
saw no urgent need to fill this seat until we proposed that shareholders
exercise their rights to do so and elect our nominees. Why now? Why not wait
until the shareholders have an opportunity in just six weeks to express their
views?
We see the Board's decision to now fill the director vacancy as
part of an overall effort to (1) limit the shareholders' - your - ability to
change control of the Company and (2) keep the power to veto any sale of the
Company.
This Company currently has:
o a classified board of directors, meaning that the shareholders
cannot, under ordinary circumstances, ever replace the entire
Board of Directors in any single year;
o a "Poison Pill" shareholder rights plan that effectively
allows the Board to prevent shareholders from receiving an
acquisition offer not blessed by the Board - even one that the
shareholders want to accept; and
o protection of the Indiana "share control" statute, that can
strip all voting rights from stock of an acquiror that has not
sought or received the Board's approval.
$_9y04.DOC
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ENOUGH IS ENOUGH! NOW, MORE THAN EVER, IN LIGHT OF OUR COMPANY'S
DISTURBINGLY POOR PERFORMANCE IT IS IMPERATIVE THAT THE SHAREHOLDERS' VOICES BE
HEARD . . . NOT STIFLED.
WE ARE OFFERING THE SHAREHOLDERS A CHOICE. PLEASE CAST YOUR VOTE IN
FAVOR OF THE NBO NOMINEES AND IN FAVOR OF OUR POISON PILL TERMINATION PROPOSAL.
We believe that this Board has again failed to act in the best
interests of Quality Dining shareholders by filling this director's seat without
a shareholder vote only weeks before the annual meeting, and we do not believe
that this Board has acted to protect our interests by its continuing support of
a management team that we believe must bear responsibility for the Company's
weak financial performance, debt-laden balance sheet and devastated stock price.
We think that the Company is broken beyond repair. As we have indicated to you
in our filings, WE BELIEVE THAT QUALITY DINING SHOULD BE SOLD TO THE HIGHEST
BIDDER IN AN AUCTION.
o The NBO Nominees, if elected, will, subject to their fiduciary
responsibilities, seek to influence the Quality Dining Board
to cause the Company to be sold through an auction to the
highest bidder. NBO or an affiliate would expect to be a
bidder in this process but, as we describe in our Preliminary
Proxy Statement, would not expect preferential treatment.
o NBO's Poison Pill Termination Proposal, if passed, will serve
as the shareholder's statement to the Board that the
shareholders want impediments to a speedy sale of the Company
removed.
YOU WILL SOON RECEIVE A PROXY CARD FROM MANAGEMENT AND A GOLD PROXY
CARD FROM NBO. PLEASE DO NOT RETURN ANY MANAGEMENT PROXY CARD UNDER ANY
CIRCUMSTANCES, EVEN TO VOTE "AGAINST." IF YOU RETURN BOTH PROXY CARDS THERE IS A
DANGER THAT YOUR SHARES WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST
DATED PROXY CARD YOU SUBMIT COUNTS.
IF YOUR shares ARE HELD BY A BROKER, BANK OR ANOTHER NOMINEE, ONLY
THAT NOMINEE CAN VOTE YOUR SHARES. PLEASE CONTACT YOUR BROKER OR OTHER NOMINEE
AND INSTRUCT IT TO RETURN ONLY NBO'S GOLD PROXY CARD.
Should you have any questions or comments, please contact MacKenzie
Partners, Inc. at (212) 929-5500 (call collect) or CALL TOLL-FREE: (800)
322-2885.
ON BEHALF OF NBO, LLC
Sincerely,
David W. Schostak
Mark S. Schostak
Jerome L. Schostak
Robert I. Schostak
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CERTAIN ADDITIONAL INFORMATION
The participants in the proposed solicitation of proxies are NBO,
David Schostak, Mark S. Schostak, Jerome L. Schostak, Robert I. Schostak and
Christopher G. Ellis. In the aggregate, these participants beneficially own
1,200,000 shares of common stock, or 9.4% of such shares outstanding (based on
Quality Dining, Inc.'s Quarterly Report on Form 10-Q for the quarter ended
August 1, 1999). NBO has filed a preliminary proxy statement with the Securities
and Exchange Commission related to a proposed solicitation of shareholder
proxies for the 2000 Annual Meeting of Shareholders of the Company. The
Preliminary Proxy Statement contains important information, including additional
information about the views and members of NBO as well as the individuals that
NBO intends to nominate for election to the Company's Board of Directors. You
should read the Preliminary Proxy Statement in its entirety. It can be obtained
free of charge at the Securities and Exchange Commission's web site
(www.sec.gov) or by requesting a copy from MacKenzie Partners, Inc., (212)
929-5500 (call collect) or (800) 322-2885 (toll-free).
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