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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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880205\03\72816.0003
NBO, LLC
25800 NORTHWESTERN HIGHWAY
SUITE 750
SOUTHFIELD, MICHIGAN 48075
TEL. (248) 262-1000 FAX (248) 357-6116
PROXY CONTEST ALERT
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NBO OFFERS $5.00 PER SHARE TO BEGIN AUCTION OF QUALITY DINING
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February 22, 2000
Dear Fellow Shareholder:
Today, NBO, LLC, the owner of 9.6% of Quality Dining's Common Stock,
communicated to the Board of Directors of Quality Dining its offer, to acquire
all of the outstanding stock of Quality Dining at a cash price of $5.00 per
share in a "friendly" merger transaction. The offer is subject to due diligence,
customary merger documentation and financing (which we are highly confident we
can obtain). This price represents a premium of 122% to the market price of the
stock as of the close of trading on Friday February, 18.
NBO's letter to management is reproduced on the following pages.
As we have communicated to you before, we believe that the Company
should be sold. Our offer of $5.00 per share should commence the auction
process. In our opinion, this Company has performed too poorly, while management
has been paid too handsomely in the form of salary, bonus, stock options,
restricted stock awards and insider deals. We believe that the Board of
Directors has too many ties to management and has been ineffective in its
oversight of management and the Company's business - and that the Company's
singularly unimpressive performance has been the result. While compensation to
the Fitzpatricks has increased annually, as the Company has itself written to
you, "the past few years have not been easy for the Company's shareholders."
NBO has nominated David W. Schostak and Mark S. Schostak for election
as directors at the Quality Dining 2000 annual meeting of shareholders on March
7, 2000. The NBO Nominees are running on the platform that they intend to
influence the Quality Dining Board of Directors to sell the Company to the
highest bidder in an auction. NBO has also proposed that shareholders approve a
non-binding resolution urging the Board to eliminate the Company's "Poison Pill"
plan because we believe that it could discourage offers to acquire the Company.
We urge you to support the NBO Nominees and NBO's Poison Pill proposal.
PLEASE DO NOT UNDER ANY CIRCUMSTANCES RETURN A PROXY CARD PROVIDED BY
MANAGEMENT, EVEN TO VOTE "AGAINST." IF YOU RETURN BOTH PROXY CARDS THERE IS A
DANGER THAT YOUR SHARES WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST
DATED PROXY CARD YOU SUBMIT COUNTS. PLEASE RETURN ONLY NBO'S GOLD PROXY CARD.
IF YOUR SHARES ARE HELD BY A BROKER, BANK OR ANOTHER NOMINEE, ONLY
THAT NOMINEE CAN VOTE YOUR SHARES. PLEASE CONTACT YOUR BROKER OR NOMINEE AND
INSTRUCT IT TO RETURN ONLY NBO'S GOLD PROXY CARD.
NBO, LLC
25800 NORTHWESTERN HIGHWAY
SUITE 750
SOUTHFIELD, MICHIGAN 48075
February 22, 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
Dear Directors:
As you know, we are the holders of 1,200,000 shares of the common
stock of Quality Dining, constituting approximately 9.6% of the outstanding
shares, and we have proposed nominees for election as directors on a platform
that the Company should be sold to the highest bidder in an auction. You have
expressed publicly your concern that, if the Company did conduct an auction,
bidders might not emerge and that NBO should indicate what it is willing to pay
for the Company.
We hereby propose a "friendly" cash merger transaction of Quality
Dining with an entity to be formed by our group for that purpose in which all
Quality Dining shareholders (other than our group) would receive $5.00 per share
in cash in exchange for their common stock. This represents a 122% premium over
Quality Dining's price at the close of trading on Friday, February 18. We are
highly confident that we can obtain financing commitments sufficient to fund the
acquisition and we would be willing to meet with you and discuss our plans for
financing.
Our proposal is subject to our being afforded the opportunity to, and
our being satisfied with the results of, a diligence review of Quality Dining,
its properties and businesses and entering into customary merger documentation.
Depending upon the results of our review, we may be prepared to increase our
offer. We and our advisors are also prepared to commence such a review promptly
with your cooperation and would be willing to enter into a confidentiality
agreement in connection therewith (but not any such agreement that would limit
our rights as shareholders).
As we have indicated in our public filings, we advocate a sale of the
Company to the highest bidder through an auction process. We hope that the Board
of
Directors will commence the process by inviting us and any other interested
parties to conduct due diligence and make final bids for the Company.
Please communicate 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
RETURN ONLY NBO'S GOLD PROXY CARD.
If you have questions or comments, please contact MacKenzie Partners,
Inc. at (212) 929-5500 (call collect) or CALL TOLL-FREE: (800) 322-2885.
ON BEHALF OF NBO, LLC
Sincerely,
David W. Schostak
Mark S. Schostak
Jerome L. Schostak
Robert I. Schostak
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