Offer to Purchase
All Outstanding Shares of Common Stock
(Including the Related Preferred Stock Purchase Rights)
of
Quality Dining, Inc.
at
$5.00 Net Per Share in Cash
by
QDI Acquisition LLC,
a wholly-owned subsidiary
of
NBO, LLC
- --------------------------------------------------------------------------------
The Offer and withdrawal rights will expire at 12:00
Midnight, New York City time, on Monday, June 5, 2000,
unless the Offer is extended.
- --------------------------------------------------------------------------------
May 9, 2000
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
QDI Acquisition LLC, a Delaware limited liability company ("Purchaser")
and wholly-owned subsidiary of NBO, LLC, a Michigan limited liability company
("Parent"), has commenced an offer to purchase all outstanding shares of common
stock, without par value (the "Common Stock"), including the related preferred
stock purchase rights issued pursuant to the Rights Agreement (as defined in the
Offer to Purchase) (the "Rights" and, together with the Common Stock, the
"Shares"), of Quality Dining, Inc., an Indiana corporation (the "Company"), 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 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any amendments or supplements thereto,
constitute the "Offer") enclosed herewith. Please furnish copies of the enclosed
materials to those of your clients for whose accounts you hold Shares registered
in your name or in the name of your nominee.
The Offer is conditioned upon, among other things, (1) there being
validly tendered and not properly withdrawn prior to the Expiration Date (as
defined in the Offer to Purchase) that number of Shares that, when added to the
number of Shares beneficially owned by the Purchaser and the Parent, would
represent at least a majority of all outstanding Shares on a fully diluted basis
on the date of purchase, (2) the Rights being redeemed by the Board of Directors
of the Company or the Purchaser being satisfied, in its sole discretion, that
such Rights have been invalidated or are otherwise inapplicable to the Offer and
the proposed Merger, (3) the acquisition of Shares pursuant to the Offer having
been approved pursuant to Chapter 43 (the "Business Combination Statute") of the
Indiana Business Corporation Law (the "IBCL") or the Purchaser being satisfied,
in its sole discretion, that the Business Combination Statute is invalid or
otherwise inapplicable to the Offer and the proposed Merger (as defined in the
Offer to Purchase), (4) the Purchaser being able to vote the Shares acquired by
it pursuant to the Offer without restriction or limitation under Chapter 42 of
the IBCL, (5) the Purchaser being satisfied, in its sole discretion, that the
proposed Merger can be consummated without the need for a supermajority vote of
the Company's shareholders pursuant to Article VIII of the Company's Restated
Articles of Incorporation, (6) the Purchaser being satisfied, in its sole
discretion, that immediately following the consummation of the Offer,
representatives of the Purchaser and/or Parent will constitute a majority of the
Board of Directors of the Company and (7)
the Purchaser being satisfied, in its sole discretion, that, upon consummation
of the Offer and the proposed Merger, the Company will not be in default under
any instrument evidencing the Company's then outstanding indebtedness. The Offer
is also subject to certain other conditions set forth in the Offer to Purchase.
See the Introduction and Sections 1 and 14 of the Offer to Purchase.
For your information and for forwarding to your clients for whom you
hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Offer to Purchase dated May 9, 2000;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares and all other required documents
cannot be delivered to the Depositary, or if the procedures
for book-entry transfer cannot be completed, by the Expiration
Date;
4. A letter which may be sent to your clients for whose accounts
you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients'
instructions with regard to the Offer;
5. Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9; and
6. A return envelope addressed to Wilmington Trust Company (the
"Depositary").
Upon the terms and subject to the conditions of the Offer (including,
if the Offer is extended or amended, the terms and conditions of any such
extension or amendment), Purchaser will accept for payment and pay for Shares
which are validly tendered prior to the Expiration Date and not theretofore
properly withdrawn when, as and if Purchaser gives oral or written notice to the
Depositary of Purchaser's acceptance of such Shares for payment pursuant to the
Offer. Payment for Shares purchased pursuant to the Offer will in all cases be
made only after timely receipt by the Depositary of (i) certificates for such
Shares, or timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company, pursuant to the procedures
described in Section 2 of the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or a properly completed and manually signed
facsimile thereof) or an Agent's Message (as defined in the Offer to Purchase)
in connection with a book-entry transfer and (iii) all other documents required
by the Letter of Transmittal.
Purchaser will not pay any fees or commissions to any broker or dealer
or other person (other than the Depositary and the Information Agent, as
described in the Offer to Purchase) for soliciting tenders of Shares pursuant to
the Offer. Purchaser will, however, upon request, reimburse brokers, dealers,
commercial banks and trust companies for customary mailing and handling costs
incurred by them in forwarding the enclosed materials to their customers.
Purchaser will pay or cause to be paid all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 6 of the Letter of Transmittal.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JUNE 5, 2000, UNLESS THE OFFER IS EXTENDED.
In order to take advantage of the Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, or an Agent's Message in connection with a book-entry
transfer of Shares, and any other required documents, should be sent to the
Depositary, and certificates representing the tendered Shares should be
delivered or such Shares should be tendered by book-entry transfer, all in
accordance with the instructions set forth in the Letter of Transmittal and in
the Offer to Purchase.
If holders of Shares wish to tender, but it is impracticable for them
to forward their certificates or other required documents or to complete the
procedures for delivery by book-entry transfer prior to the
2
expiration of the Offer, a tender may be effected by following the guaranteed
delivery procedures specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent at its address and telephone number set forth on the
back cover of the Offer to Purchase.
Very truly yours,
QDI Acquisition LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS WILL CONSTITUTE YOU THE
AGENT OF PURCHASER, PARENT, THE COMPANY, THE INFORMATION AGENT, THE DEPOSITARY,
OR ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION
WITH THE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS
CONTAINED THEREIN.