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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
SCHEDULE 14A INFORMATION
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[ ] 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)
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<PAGE>
FOR IMMEDIATE RELEASE
CONTACT
Lawrence E. Dennedy
MacKenzie Partners, Inc.
212-929-5500
NBO DROPS FINANCING CONDITION TO $5.00
CASH MERGER PROPOSAL FOR QUALITY DINING
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-- URGES BOARD TO CONSIDER NBO PROPOSAL IMMEDIATELY AND BEGIN AUCTION --
Southfield, MI, February 28, 2000 - NBO, LLC, a 9.6% shareholder of Quality
Dining, Inc. that has proposed a $5.00 per share cash acquisition of the
company, today removed what the company has considered a key concern regarding
NBO's proposal.
In a letter, dated February 28, NBO indicated that its "cash merger proposal is
no longer subject to a financing condition." NBO also urged the Quality Dining
Board of Directors to give NBO's $5.00 cash merger proposal immediate
consideration rather than deferring consideration to an unspecified date after
the Company's March 7, 2000 annual meeting of shareholders. NBO has nominated
two candidates for election to the Quality Dining Board of Directors at this
meeting. Quality Dining's Executive Vice President and General Counsel informed
NBO that the Board had determined to defer consideration until the next Board
was elected in March 2000. NBO added that it believed the Board should embrace
an auction of the Company and, to maximize value to shareholders, invite other
bidders into the process.
NBO's letter to the Quality Dining Board of Directors is attached.
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NY2:\882800\03\$X6803!.DOC\72816.0003
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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 28, 2000
BY FACSIMILE AND FEDERAL EXPRESS
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Board of Directors
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
Attn: Mr. Daniel B. Fitzpatrick,
Chairman, President and Chief Executive Officer
Re: Removal of Financing Condition
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Dear Directors:
On February 22, 2000 we communicated to you our cash merger
proposal that would provide Quality Dining shareholders with a payment of $5.00
per share for all of the Company's outstanding shares of common stock.
Since that date, rather than considering this proposal, the
Board of Directors has postponed consideration to an indefinite date after the
annual meeting of shareholders in March. After we made our cash merger proposal,
you also communicated, through both a letter to shareholders and a company press
release, your concern that NBO had conditioned its offer on the receipt of
adequate financing.
Although we intend to finance our acquisition of Quality Dining
in a traditional manner, we are writing to advise you that we will not require
that the merger be conditioned upon our receipt of financing, i.e., our $5.00
per share cash merger proposal is no longer subject to a financing condition.
As we have previously communicated to you, we believe that the
Board's fiduciary duties require our proposal to be considered immediately. We
believe that this duty is attendant on the present Board at the present time. We
also believe that the time has come for the Board to embrace an auction and, in
order to maximize value to shareholders, invite other bidders into the process
<PAGE>
Board of Directors
February 28, 2000
Page Two
and immediately allow us and other bona fide bidders to begin a standard
diligence investigation so that a transaction may be concluded promptly.
We look forward to your response to us as soon as possible.
Very truly yours,
/s/ David W. Schostak
David W. Schostak
cc: Philip J. Faccenda
Arthur J. Decio
James K. Fitzpatrick
Ezra H. Friedlander
Steven M. Lewis
Christopher J. Murphy III
Bruce M. Jacobson
