SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
QUALITY DINING, INC.
(Name of Subject Company (Issuer))
QDI ACQUISITION LLC
NBO, LLC
JEROME L. SCHOSTAK
DAVID W. SCHOSTAK
ROBERT I. SCHOSTAK
MARK S. SCHOSTAK
(Names of Filing Persons -- Offerors)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
747456P 10 5
(CUSIP Number of Class of Securities)
DAVID W. SCHOSTAK
NBO, LLC
25800 NORTHWESTERN HIGHWAY, SUITE 750
SOUTHFIELD, MICHIGAN 48075
TELEPHONE: (248) 262-1000
FACSIMILE: (248) 357-6116
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TELEPHONE: (212) 310-8000
FACSIMILE: (212) 310-8007
CALCULATION OF FILING FEE
======================================= =======================================
Transaction Valuation* Amount of Filing Fee*
- --------------------------------------- ---------------------------------------
$55,968,340 $11,194
- --------------------------------------- ---------------------------------------
NY2:\916753\03\jndd03!.DOC\72816.0003
* Based on the offer to purchase all of the outstanding shares of common stock,
without par value, of Quality Dining, Inc. ("Common Stock"), including the
related preferred stock purchase rights ("Rights" and, together with the Common
Stock, the "Shares"), at a purchase price of $5.00 cash per Share, 12,285,103
Shares issued and outstanding as of March 20, 2000 (as reported in Quality
Dining, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended
February 20, 2000), less 1,200,000 Shares owned by an affiliate of the offeror,
and outstanding options with respect to 108,565 Shares as of October 31, 1999
that were then exercisable and that had exercise prices of $10.00 or less per
Share (as reported in Quality Dining, Inc.'s Annual Report on Form 10-K for the
fiscal year ended October 31, 1999). The amount of the filing fee calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percent of the value of the transaction.
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $11,194 Filing Party: QDI Acquisition LLC
NBO, LLC
Form or Registration No.: TO Date Filed: May 9, 2000
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
(Continued on following pages)
(Page 1 of 7 pages)
SCHEDULE TO
This Amendment No. 2 ("Amendment No. 2") amends and supplements
the Tender Offer Statement on Schedule TO originally filed by QDI Acquisition
LLC, a wholly-owned subsidiary of NBO, LLC, a Michigan limited liability company
that is a holding company ("Purchaser") in the business of investing in the
securities of Quality Dining, Inc. ("Parent") the members of which are Jerome L.
Schostak, David W. Schostak, Robert I. Schostak and Mark S. Schostak (together,
the "Schostaks"), on May 9, 2000, as amended by Amendment No. 1 filed on June 6,
2000 (the "Schedule TO"), to purchase all of the outstanding shares of common
stock, without par value (the "Common Stock"), of Quality Dining, Inc., an
Indiana corporation (the "Company"), and the related rights to purchase shares
of the Series B Participating Cumulative Preferred Stock of the Company (the
"Rights and, together with the Common Stock, the "Shares"), issued pursuant to
the Rights Agreement, dated as of March 27, 1997, by and between the Company and
KeyCorp Shareholder Services, Inc., as Rights Agent, 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
and in the related Letter of Transmittal (which, together with any supplements
or amendments thereto, collectively constitute the "Offer"), copies of which are
attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B) hereto,
respectively.
All capitalized terms used herein and not defined herein shall
have the meanings set forth in the Offer to Purchase.
ITEM 1. Summary Term Sheet
The paragraph in the Offer to Purchase under the caption "Summary
Term Sheet - Who is offering to purchase my shares of common stock of Quality
Dining, Inc.?", at page ii of the Offer to Purchase, is amended by adding the
following after the end of the second sentence of such section:
"NBO is controlled by its members who, in addition to Purchaser and
Parent, are also Bidders in the Offer."
The first line in the paragraph in the Offer to Purchase under the
caption "Summary Term Sheet - What are the most important conditions of the
Offer?", at page ii of the Offer to Purchase, is amended by deleting the words
following the "A." up to and including the colon and replacing them in their
entirety with the following:
"The most important conditions to the Offer, all of which
must be satisfied or waived by the Purchaser not later than the
expiration of the Offer, are the following:
The fifth paragraph in the Offer to Purchase under the caption
"Summary Term Sheet - What are the most important conditions of the Offer?", at
page iii of the Offer to Purchase, is amended by deleting the words "sole
discretion" in the first line of such paragraph and replacing them with the
words:
"reasonable discretion"
The seventh paragraph in the Offer to Purchase under the caption
"Summary Term Sheet - What are the most important conditions of the Offer?", at
page iii of the Offer to Purchase, is deleted in its entirety.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This Statement is being filed by the Acquirors.
The first two paragraphs of the Offer to Purchase under the caption
"Introduction", at page 2 of the Offer to Purchase, are amended to read in their
entirety as follows:
NBO, LLC, a Michigan limited liability company ("Parent"),
QDI Acquisition LLC ("Purchaser"), a Delaware limited liability
company and a wholly-owned subsidiary of Parent, and Jerome L.
Schostak, David W. Schostak, Robert I. Schostak and Mark S. Schostak
(collectively, the "Schostaks") hereby offer to purchase all
outstanding shares of common stock, without par value (the "Common
Stock"), of Quality Dining, Inc., an Indiana corporation (the
"Company"), and the related rights to purchase shares of the Series B
Page 2 of 7
Participating Cumulative Preferred Stock of the Company (the "Rights"
and, together with the Common Stock, the "Shares") issued pursuant to
the Rights Agreement, dated as of March 27, 1997 by and between the
Company and KeyCorp Shareholder Services, Inc., as Rights Agent (as
amended, the "Rights Agreement"), at a price of $5.00 per Share, net
to the seller in cash, without interest thereon (the "Offer Price"),
upon the terms and subject to the conditions set forth in this Offer
to Purchase and in the related Letter of Transmittal (which, together
with any amendments or supplements thereto, constitute the "Offer").
The members of the Parent are the Schostaks. The Purchaser,
the Parent and the Schostaks are sometimes collectively referred to
herein as the "Acquirors". The name, business address and telephone
number, citizenship, present principal occupation and employment
history of each of the Schostaks are set forth in Schedule I of this
Offer to Purchase."
The text of the title and first paragraph of Schedule I is amended to
read in its entirety:
"THE MEMBERS OF PURCHASER AND PARENT AND THE SCHOSTAKS
Neither Purchaser nor Parent has any Directors or Executive
Officers. The following table sets forth the name, present principal
occupation or employment, and material occupations, positions,
offices or employment for the past five years, of each of the
Schostaks, who are the members of Parent. The business address and
telephone number of each such person is c/o NBO, LLC, 25800
Northwestern Highway, Suite 750, Southfield, Michigan 48075, (248)
262-1000. Each person listed below is a citizen of the United
States."
ITEM 4. TERMS OF THE TRANSACTION.
The text of the Offer to Purchase in the second paragraph under the
caption "INTRODUCTION - Merger and Plans", at page 2 of the Offer to Purchase,
is amended by deleting in its entirety and replacing the penultimate sentence
thereof with:
"Accordingly, the timing and details of the proposed Merger will
depend on a variety of factors and legal requirements, actions of the
Company Board, the number of Shares (if any) acquired by the
Purchaser pursuant to the Offer, and whether the Minimum Condition,
the Rights Condition, the Supermajority Condition, the Business
Combination Condition, the Control Share Condition and the Director
Majority Condition (each as defined below), and any other conditions
set forth in Section 14 are satisfied or waived."
The first paragraph of text of the Offer to Purchase under the
caption "INTRODUCTION - Certain Conditions to the Offer", at page 3 of the Offer
to Purchase, is amended to read in its entirety as follows:
"The Offer is subject to the fulfillment of certain
conditions, all of which must be satisfied or waived by the Purchaser
not later than the expiration of the Offer, including the
following:".
The text of the Offer to Purchase under the caption "INTRODUCTION -
Certain Conditions to the Offer - Rights Condition", at page 3 of the Offer to
Purchase, is amended by replacing the words "sole discretion" in the second line
of the first paragraph thereof with:
"reasonable discretion".
The text of the Offer to Purchase under the caption "INTRODUCTION -
Certain Conditions to the Offer - Supermajority Condition", at page 4 of the
Offer to Purchase, is amended by replacing the words "sole discretion" in the
second line of the first paragraph thereof with:
"reasonable discretion".
Page 3 of 7
The text of the Offer to Purchase under the caption "INTRODUCTION -
Certain Conditions to the Offer - Business Combination Condition", at page 5 of
the Offer to Purchase, is amended by replacing the words "sole discretion" in
the third line of the first paragraph thereof with:
"reasonable discretion".
The text of the Offer to Purchase under the caption "INTRODUCTION -
Certain Conditions to the Offer - Director Majority Condition", at page 5 of the
Offer to Purchase, is amended by replacing the words "sole discretion" in the
second line of the first paragraph thereof with:
"reasonable discretion".
The three paragraphs of text of the Offer to Purchase under the
caption "INTRODUCTION - Certain Conditions to the Offer - QDI Indebtedness
Condition", at page 6 of the Offer to Purchase, together with such caption, are
deleted in their entirety.
The penultimate paragraph in the Offer to Purchase under the caption
"INTRODUCTION - Certain Conditions To the Tender Offer", at page 6 of the Offer
to Purchase, is amended and restated to read in its entirety:
"OFFEROR RESERVES THE RIGHT (SUBJECT TO THE APPLICABLE
RULES AND REGULATIONS OF THE COMMISSION) TO AMEND OR WAIVE THE
MINIMUM CONDITION, THE RIGHTS CONDITION, THE BUSINESS COMBINATION
CONDITION, THE CONTROL SHARE CONDITION, THE SUPERMAJORITY CONDITION,
THE DIRECTOR MAJORITY CONDITION AND ANY OTHER TERMS AND CONDITIONS OF
THE OFFER. SEE SECTIONS 1 AND 14."
The second paragraph of text of the Offer to Purchase under the
caption "THE OFFER - Terms of the Offer; Expiration Date", at page 7 of the
Offer to Purchase, is amended to read in its entirety:
"THE OFFER IS CONDITIONED UPON SATISFACTION, NOT LATER THAN
THE EXPIRATION OF THE OFFER, OF THE MINIMUM CONDITION, THE RIGHTS
CONDITION, THE SUPERMAJORITY CONDITION, THE BUSINESS COMBINATION
CONDITION, THE CONTROL SHARE CONDITION, THE DIRECTOR MAJORITY
CONDITION AND ANY OTHER TERMS AND CONDITIONS SET FORTH IN SECTION
14."
The text of the Offer to Purchase in the third paragraph under the
caption "THE OFFER - Purpose of the Offer and the Proposed Merger; Plans for the
Company - The Proposed Merger", at page 22 of the Offer to Purchase, is amended
by deleting in its entirety and replacing the second sentence thereof with:
"The Purchaser believes that, if the Minimum Condition, the Rights
Condition, the Supermajority Condition, the Business Combination
Condition, the Control Share Condition and the Director Majority
Condition are satisfied, it should be able to implement the proposed
Merger."
The first sentence of the first paragraph of text of the Offer to
Purchase under the caption "THE OFFER - Certain Conditions of the Offer", at
page 32 of the Offer to Purchase, is amended to read in its entirety:
"Notwithstanding any other provisions of the Offer,
Purchaser will not be required to accept for payment or, subject to
any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to Purchaser's obligation
to pay for or return tendered Shares promptly after termination or
withdrawal of the Offer), pay for, and may delay the acceptance for
payment of or, subject to the restriction referred to above, the
payment for, any tendered Shares, and may terminate or amend the
Offer as to any Shares not then paid for, unless (1) not later than
the expiration of the Offer, the Minimum Condition, the Rights
Condition, the Supermajority Condition, the Business Combination
Condition, the Control Share Condition and the Director Majority
Condition are satisfied, and (2) approvals required by law to be
Page 4 of 7
obtained prior to the consummation of the Offer under any antitrust
or competition laws shall have been obtained."
The penultimate paragraph of text of the Offer to Purchase under the
caption "THE OFFER - Certain Conditions of the Offer", at page 33 of the Offer
to Purchase, is amended to read in its entirety:
The foregoing conditions (i) through (iii) are for the sole
benefit of the Acquirors and may be asserted by any of the Acquirors
regardless of the circumstances giving rise to any such condition and
may be waived by Parent, in whole or in part, at any time and from
time to time, in the sole discretion of Parent. The failure by any of
the Acquirers at any time to exercise any of the foregoing rights
will not be deemed a waiver of any right, the waiver of any such
rights with respect to any particular facts or circumstances shall
not be deemed a waiver with respect to any other facts or
circumstances, and each right will be deemed an ongoing right which
may be asserted at any time and from time to time.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The text of the Offer to Purchase under the caption "THE OFFER -
Purpose of the Offer and the Proposed Merger; Plans for the Company - The
Proposed Merger", at page 21 of the Offer to Purchase, is amended by inserting
the following after the first paragraph thereof:
"In the event that the Offer is consummated and the
proposed Merger does not occur, or pending consummation of the
proposed Merger, shareholders who have not tendered their Shares
pursuant to the offer would continue to hold their Shares. Unless
certain conditions to the Offer were waived, Shares owned by the
Acquirors would provide them with majority voting power and
representatives of the Acquirers would constitute a majority of the
Quality Dining Board. In addition, as described above, (1) the number
of Shares that trade publicly would be reduced, which could adversely
affect the liquidity and market value of the remaining, untendered
Shares (2) depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the standards for continued
inclusion on the Nasdaq National Market; (3) reduction in the number
of shareholders and Shares outstanding could result in the Shares
becoming eligible for deregistration under the Exchange Act.
Deregistration would make the Shares ineligible for continued
inclusion on the Nasdaq National Market, substantially reduce the
information required to be furnished by the Company to its
shareholders and the SEC and would make certain provisions of the
Exchange Act no longer applicable to the Company. See Section 7."
Page 5 of 7
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of June 7, 2000 that the information set forth in
this statement is true, complete and correct.
QDI ACQUISITION LLC
By: /s/ David W. Schostak
----------------------------------
Name: David W. Schostak
Title: Member
NBO, LLC
By: /s/ David W. Schostak
----------------------------------
Name: David W. Schostak
Title: Member
/s/ Jerome L. Schostak
--------------------------------------
Jerome L. Schostak
/s/ David W. Schostak
--------------------------------------
David W. Schostak
/s/ Robert L. Schostak
--------------------------------------
Robert I. Schostak
/s/ Mark S. Schostak
--------------------------------------
Mark S. Schostak
Page 6 of 7
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
*(a)(1)(A) Offer to Purchase, dated May 9, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
other Nominees.
*(a)(1)(E) Form of letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
*(a)(1)(G) Press release issued by Parent and Purchaser, dated May 9, 2000,
announcing the commencement of the Offer.
*(a)(1)(H) Summary Advertisement, dated May 9, 2000, appearing in the New
York Times and the South Bend Tribune.
*(a)(1)(I) Press Release dated June 5, 2000.
*(b) Commitment Letter, dated Commitment Letter, dated May 5, 2000
from Comerica to NBO, LLC.
- -----------------------------
* Previously filed.
Page 7 of 7