SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUALITY DINING, INC.
____________________________________________________________________
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
_____________________________________________________________________
(Title of Class of Securities)
74756P 10 5
_____________________________________________________________________
(CUSIP Number)
DANIEL B. FITPATRICK
QUALITY DINING, INC.
4220 EDISON LAKES PARKWAY
MISHAWAKA, INDIANA 46545
TELEPHONE: (219) 271-4600
FACSIMILE: (219) 243-4393
_____________________________________________________________________
(Name, address and telephone number of person
authorized to receive notices and communications)
August 10, 2000
_____________________________________________________________________
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [ X].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
13D
CUSIP No. 74756P 10 5
------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel B. Fitzpatrick
------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [ ]
------------------------------------------------------------------------
(3) SEC USE ONLY
------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
PF
------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
_______________________________________________________________________
NUMBER OF (7) SOLE VOTING POWER
2,339,009
SHARES ___________________________________________________
BENEFICIALLY (8) SHARED VOTING POWER
0
OWNED BY
___________________________________________________
EACH (9) SOLE DISPOSITIVE POWER
2,339,009
REPORTING ____________________________________________________
PERSON WITH (10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,339,009
_________________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
_________________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.0%
_________________________________________________________________________
(14) TYPE OF REPORTING PERSON **
IN
_________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
This Statement constitutes Amendment No. 1 to the Schedule 13D (the
"Schedule 13D") filed by Daniel B. Fitzpatrick, Chairman, President and
Chief Executive Officer of Quality Dining, Inc., an Indiana corporation
(the "Company"), on June 6, 2000 with respect to the common stock, no par
value (the "Common Stock"), of the Company. All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in
the Schedule 13D.
Other than as set forth herein, there has been no material change in the
information set forth in Items 1 through 7 of the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is amended to add the following paragraph at the
end of such Item:
On August 10, 2000, the Company and NBO, LLC ("NBO") reached an
agreement in principle providing for the acquisition by NBO of 18 Burger King
restaurants in the Detroit, Michigan area currently owned and operated by the
Company in exchange for 800,000 shares of Common Stock and $9.8 million in
cash. In addition, the Company has agreed in principle to grant NBO the
right to sell an additional 100,000 shares of Common Stock to the Company,
at a price of $6.00 per share, for a limited period of time beginning 18
months following the closing of the initial transaction. As part of these
transactions, Mr. Fitzpatrick has agreed in principle to transfer the
real estate underlying three of the Detroit Burger King restaurants to NBO in
exchange for 300,000 shares of Common Stock (such shares represent 2.5% of
total Common Stock outstanding).
Consummation of the proposed transactions between the Company, NBO and Mr.
Fitzpatrick is subject to the approval of the Company's Board of Directors
and to the negotiation and signing of definitive documentation containing
customary closing conditions, including receiving the approval of the
transactions by Burger King Corporation. Burger King Corporation also will
have a right of first refusal to purchase the Detroit stores for a limited
period following the signing of definitive documentation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 11, 2000
---------------
(Date)
/s/ Daniel B. Fitzpatrick
---------------------------
(Signature)
Daniel B. Fitzpatrick
---------------------
(Name)
