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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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FOR IMMEDIATE RELEASE
CONTACT
Lawrence E. Dennedy
MacKenzie Partners, Inc.
212-929-5500
LEADING INDEPENDENT PROXY ADVISORY FIRM ENDORSES
NBO SLATE AND ELIMINATION OF QUALITY DINING POISON PILL
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-- HIGHLY CRITICAL OF QUALITY DINING MANAGEMENT AND BOARD OF DIRECTORS --
Southfield, MI, March 1, 2000 - Institutional Shareholder Services (ISS), the
largest independent proxy advisory firm, recommended that shareholders of
Quality Dining, Inc. (NASDAQ:QDIN) vote the GOLD PROXY CARD to elect the
nominees proposed by NBO, LLC for election to the Board of Directors at Quality
Dining's Annual Meeting of Shareholders, scheduled to be held on Tuesday, March
7, 2000. ISS also recommended that shareholders vote in favor of NBO's proposal
recommending that the Board eliminate the company's poison pill.
In its report, issued yesterday, ISS pointed out that the NBO Nominees would "be
an injection of independence in the current board" as well as "an impetus for
improving performance."
ISS dismissed as not plausible management's claims that NBO undertook its 1998
investment in Quality Dining and subsequent proxy contest to gain access to
sensitive information or buy the company cheaply. It noted that management's
claims regarding results of the company's strategy are "certainly not reflected
in the stock price, which is dwindling to all-time lows" and criticized steps by
the company to curtail key shareholder rights. In addition, ISS questioned the
logic underpinning management's criticism of financing for NBO's $5 per share
cash merger proposal. ISS also critically highlighted Quality Dining's leases of
real estate and a corporate aircraft from the CEO, Dan Fitzpatrick, his family
and "affiliated outside" director Ezra Friedlander, as well as the granting of
change-in-control packages and option repricings to executives "while the
company incurred losses." ISS also dismissed management's claims that NBO as
"both bidders and board members" represented a problematic conflict, suggesting
instead that ordinary mechanisms in use at other companies would suffice to
address the situation.
NBO's nominee for director, David W. Schostak, stated that, "ISS views this
proxy contest as a referendum on a sale of Quality Dining. We believe that
Quality Dining has been managed with an abysmal lack of good corporate
governance and should be sold in an auction to the highest bidder, whether it be
to NBO or another buyer, in order to maximize value for all shareholders. We are
gratified that ISS, such a well-known independent third party, apparently agrees
with our position."
ISS, based in Rockville, Maryland, is a leading proxy voting advisor to several
hundred banks, pension funds, money managers and other institutional investors
regarding proxy voting, corporate governance proposals and other
shareholder-related issues.
NY2/883922/03/72816.0003
NBO, a 9.6% shareholder of Quality Dining, Inc., is the largest non-management
shareholder of the company. NBO has nominated David W. Schostak and Mark S.
Schostak as candidates for director and made a proposal recommending elimination
of the company's poison pill at Quality Dining's 2000 Annual Meeting of
Shareholders in Mishawaka, Indiana.
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