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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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Proxy Services WESTERN
51 Mercedes Way UNION MAILGRAM
Edgewood, NY 11717
Dear Fellow Quality Dining Shareholder:
As you know, we have nominated two candidates for election as
directors, and proposed a shareholder resolution urging Quality Dining, Inc. to
eliminate its poison pill, at the Annual Meeting of Shareholders scheduled for
Tuesday, March 7. We have taken these steps because we believe that only a sale
of the Company in an auction, which our Nominees intend to support if elected,
will generate the shareholder value lost under the current management and
overseen largely by the same Board of Directors. Please help elect the NBO
Nominees and support our Poison Pill Proposal.
ENCLOSED ARE INSTRUCTIONS FOR VOTING YOUR SHARES
WITH A TOLL FREE TELEPHONE CALL RIGHT NOW!
We believe that the current management and Board have done too much
to silence the voice of shareholders (appointing their own director after
writing that it had no intent to do so, limiting shareholder rights to appoint
future directors to vacancies, call shareholder meetings or make future
proposals of the sort we have made - all just weeks before the 2000 Annual
Meeting!!) and made far too little progress creating shareholder value. We
believe a Board with too many ties to the CEO and his family has allowed
compensation packages that are too rich, protections to executives that are too
secure and enormous insider deals on real estate and corporate aircraft that
create too many personal incentives that do not generate shareholder value. We
do not believe that the present state of governance at your company will change
under the present Board. Please support our efforts to create shareholder value!
As you probably also know, Institutional Shareholder Services, an
independent proxy voting advisor to hundreds of institutions, recommended a vote
FOR NBO's Nominees and FOR our Poison Pill Proposal, and dismissed many of
management's criticisms. Attached is our press release discussing ISS's
recommendation.
NBO, a holder of 9.6% of the company's outstanding common stock,
recommended an auction of the company to the highest bidder and attempted to set
the process in motion by offering $5.00 per share for all outstanding common
stock. Our offer is not subject to a financing condition. We simply seek a
diligence examination of corporate records that has so far been denied us. We
feel that this is a reasonable request before entering into a binding purchase
agreement.
Please read the following instructions to vote your Quality Dining
shares through our toll-free telephone proxy response system, which is available
24 hours a day, 7 days a week.
If you have any questions or require assistance, please call
MacKenzie Partners toll-free at (800) 322-2885.
TIME IS OF THE ESSENCE. YOU MUST VOTE YOUR SHARES BEFORE
TUESDAY'S ANNUAL MEETING. PLEASE VOTE YOUR SHARES TODAY!
On behalf of NBO, LLC
Sincerely,
David W. Schostak
NY2:\884508\04\$YH_04!.DOC\72816.0003
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[ATTACHMENT: PRESS RELEASE DATED MARCH 1, 2000]
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TOLL-FREE PROXYGRAM OPERATORS WHO ARE INDEPENDENT OF THE
COMPANY ARE AVAILABLE TO ASSIST YOU NOW!!
INSTRUCTIONS
1. Call Toll-Free 1-877-880-9547, anytime, day or night.
2. Tell the operator that you wish to send a collect ProxyGram to ID No.
3392, Quality Dining, Inc.
3. State your name, address and telephone number.
4. State the bank or broker at which your shares are held and your control
number as shown below:
Name: [Name]
Broker: [Broker]
Control Number: [Control Number]
Number of Shares: [Number of Shares]
QUALITY DINING, INC.
PROXY SOLICITED ON BEHALF OF NBO, LLC AND THE OTHER PARTICIPANTS
IDENTIFIED IN THE PROXY STATEMENT
(COLLECTIVELY, "NBO") FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF QUALITY DINING, INC., MARCH 7, 2000 AT 10:00 A.M.
The above shareholder of Quality Dining, Inc. (the "Company") hereby appoints
David W. Schostak and Mark S. Schostak and each of them, as attorneys and
proxies, each with power of substitution and revocation, to represent the
shareholder at the Annual Meeting of Shareholders of Quality Dining, Inc.
originally to be held at Quality Dining, Inc.'s headquarters, 4220 Edison Lakes
Parkway, Mishawaka, Indiana, and now scheduled to be held at the Windsor
Conference Center, 4020 Edison Lakes Parkway, Mishawaka, Indiana, on Tuesday,
March 7, 2000 at 10:00 a.m. Mishawaka time and at any adjournment or
postponement thereof, with authority to vote all shares held or owned by the
undersigned in accordance with the directions indicated herein.
Receipt of the Proxy Statement is hereby acknowledged.
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
BY THE SHAREHOLDER. ON MATTERS FOR WHICH YOU DO NOT SPECIFY A CHOICE, YOUR
SHARES WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES LISTED UNDER
PROPOSAL 1, FOR PROPOSAL 2 AND FOR PROPOSAL 3.
NBO RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED BELOW.
1. Election of Directors
NOMINEES: David W. Schostak and Mark S. Schostak.
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY to vote
above (except as indicated for all nominees above.
to the contrary).
INSTRUCTIONS: (To withhold authority to vote for any individual nominee, give
that nominee's name to the operator.)
NBO RECOMMENDS A VOTE "FOR" PROPOSALS 2 AND 3.
2. NBO PROPOSAL TO TERMINATE THE POISON PILL RIGHTS PLAN
FOR AGAINST ABSTAIN
[_] [_] [_]
3. APPROVE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS FOR
FISCAL 2000
FOR AGAINST ABSTAIN
[_] [_] [_]
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY BE PRESENTED TO THE MEETING OR ANY ADJOURNMENT
THEREOF.
Please give name exactly as your name appears hereon to the operator. When
shares are held by two or more persons, all of the names should be provided.
When executing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please execute in full corporate name
by President or other authorized officer. If a partnership, please execute in
partnership name by authorized person.
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