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FOR IMMEDIATE RELEASE Contact: John C. Firth
Executive Vice President
and General Counsel
(219) 243-6616
QUALITY DINING REJECTS REVISED NBO TENDER OFFER
MISHAWAKA, Ind. - June 9, 2000 - Quality Dining, Inc. (Nasdaq/NM: QDIN)
announced today that its Board of Directors has unanimously recommended that the
Company's shareholders reject a revised hostile tender offer from NBO, LLC.
"There is essentially nothing new in NBO's offer of June 5," said Daniel B.
Fitzpatrick, chairman, president and chief executive officer of Quality Dining.
"After careful review, the Board continues to view NBO's $5.00 per share tender
offer as inadequate and not in the best interests of the Company or its
shareholders.
In a letter to David W. Schostak of NBO, the Board wrote that it continues to
consider the $5.00 per share tender offer "highly conditional and, in effect,
illusory. Dropping one condition from your (prior) offer, and giving superficial
dismissal to the significant hurdles presented by the Company's indebtedness and
franchise agreements, do not alter the fact that your offer, as currently
structured, cannot, in the Board's view, be properly financed."
"In simple terms, the Company is not for sale," Fitzpatrick said. "Having
already been rejected by our shareholders in its failed proxy fight, NBO should
recognize that it's time to stop wasting the Company's energy and resources on
this futile quest."
In response to a hostile bid that NBO commenced on May 9, Quality Dining's Board
of Directors concluded that the offer was inadequate, unlikely to succeed and
not in the best interests of the Company or its shareholders. Among the factors
the Board considered was an opinion from its financial advisor, McDonald
Investments Inc., that the tender offer price was inadequate to shareholders
from a financial point of view. NBO submitted its revised tender offer on June
5.
EDITOR'S NOTE: Attached is the full text of the Board of Directors' letter to
David W. Schostak of NBO, LLC.
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Quality Dining owns the Grady's American Grill(R), Papa Vino's Italian
Kitchen(TM) and Spageddies Italian Kitchen(R) concepts and operates Burger
King(R) restaurants and Chili's Grill & Bar(R) restaurants as a franchisee. As
of April 3, 2000 the Company operates 36 Grady's American Grill restaurants, 5
Papa Vino's Italian Kitchen restaurants, 3 Spageddies Italian Kitchen
restaurants, 71 Burger King restaurants and 29 Chili's Grill & Bar restaurants.
This press release contains certain forward-looking statements, including
statements about the Company's development plans, that involve a number of risks
and uncertainties. Among the factors that could cause actual results to differ
materially are the following: the availability and cost of suitable locations
for new restaurants; the availability and cost of capital to the Company; the
ability of the Company to develop and operate its restaurants; the hiring,
training and retention of skilled corporate and restaurant management and other
restaurant personnel; the integration and assimilation of acquired concepts; the
overall success of the Company's franchisors; the ability to obtain the
necessary government approvals and third-party consents; and changes in
governmental regulations, including increases in the minimum wage.
