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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
QUALITY DINING, INC.
(Name of Subject Company (Issuer))
QDI ACQUISITION LLC
NBO, LLC
JEROME L. SCHOSTAK
DAVID W. SCHOSTAK
ROBERT I. SCHOSTAK
MARK S. SCHOSTAK
(Names of Filing Persons -- Offerors)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
747456P 10 5
(CUSIP Number of Class of Securities)
DAVID W. SCHOSTAK
NBO, LLC
25800 NORTHWESTERN HIGHWAY, SUITE 750
SOUTHFIELD, MICHIGAN 48075
TELEPHONE: (248) 262-1000
FACSIMILE: (248) 357-6116
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TELEPHONE: (212) 310-8000
FACSIMILE: (212) 310-8007
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee*
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$55,968,340 $11,194
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NY2:\929891\01\JX$B01!.DOC\72816.0003
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* Based on the offer to purchase all of the outstanding shares of common stock,
without par value, of Quality Dining, Inc. ("Common Stock"), including the
related preferred stock purchase rights ("Rights" and, together with the Common
Stock, the "Shares"), at a purchase price of $5.00 cash per Share, 12,285,103
Shares issued and outstanding as of March 20, 2000 (as reported in Quality
Dining, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
February 20, 2000), less 1,200,000 Shares owned by an affiliate of the offeror,
and outstanding options with respect to 108,565 Shares as of October 31, 1999
that were then exercisable and that had exercise prices of $10.00 or less per
Share (as reported in Quality Dining, Inc.'s Annual Report on Form 10-K for the
fiscal year ended October 31, 1999). The amount of the filing fee calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,194 Filing Party: QDI Acquisition LLC
NBO, LLC
Form or Registration No.: TO Date Filed: May 9, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
(Continued on following pages)
(Page 1 of 4 pages)
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SCHEDULE TO
This Amendment No. 3 ("Amendment No. 3") amends and supplements the
Tender Offer Statement on Schedule TO originally filed by QDI Acquisition LLC, a
wholly-owned subsidiary of NBO, LLC, a Michigan limited liability company that
is a holding company ("Purchaser") in the business of investing in the
securities of Quality Dining, Inc. ("Parent") the members of which are Jerome L.
Schostak, David W. Schostak, Robert I. Schostak and Mark S. Schostak (together,
the "Schostaks"), on May 9, 2000, as amended by Amendment No. 1 filed on June 6,
2000 and Amendment No. 2 filed on June 8, 2000 (the "Schedule TO"), to purchase
all of the outstanding shares of common stock, without par value (the "Common
Stock"), of Quality Dining, Inc., an Indiana corporation (the "Company"), and
the related rights to purchase shares of the Series B Participating Cumulative
Preferred Stock of the Company (the "Rights and, together with the Common Stock,
the "Shares"), issued pursuant to the Rights Agreement, dated as of March 27,
1997, by and between the Company and KeyCorp Shareholder Services, Inc., as
Rights Agent, 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
Offer to Purchase, dated May 9, 2000 and in the related Letter of Transmittal
(which, together with any supplements or amendments thereto, collectively
constitute the "Offer"), copies of which are attached to the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively.
All capitalized terms used herein and not defined herein shall have the
meanings set forth in the Offer to Purchase.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented by the following:
On July 11, 2000, Parent and the Purchaser announced that the Offer has
been extended until 5:00 p.m., New York City time, Wednesday, August 9, 2000,
unless further extended in accordance with the terms of the Offer, and issued a
press release, a copy of which is attached hereto as Exhibit (a)(1)(J) and is
incorporated herein by reference.
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented with the following information:
Exhibit (a)(1)(J): Text of press release issued by NBO, LLC and QDI
Acquisition LLC, dated July 11, 2000.
PAGE 2 OF 4
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of July 11, 2000 that the information set forth in
this statement is true, complete and correct.
QDI ACQUISITION LLC
By: /s/ David W. Schostak
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Name: David W. Schostak
Title: Member
NBO, LLC
By: /s/ David W. Schostak
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Name: David W. Schostak
Title: Member
/s/ Jerome L. Schostak
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Jerome L. Schostak
/s/ David W. Schostak
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David W. Schostak
/s/ Robert L. Schostak
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Robert I. Schostak
/s/ Mark S. Schostak
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Mark S. Schostak
PAGE 3 OF 4
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
*(a)(1)(A) Offer to Purchase, dated May 9, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees.
*(a)(1)(E) Form of letter to clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(1)(G) Press release issued by Parent and Purchaser, dated
May 9, 2000, announcing the commencement of the Offer.
*(a)(1)(H) Summary Advertisement, dated May 9, 2000, appearing
in the New York Times and the South
Bend Tribune.
*(a)(1)(I) Press Release dated June 5, 2000.
(a)(l)(J) Press Release dated July 11, 2000.
*(b) Commitment Letter, dated Commitment Letter, dated May 5,
2000 from Comerica to NBO, LLC.
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* Previously filed.
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