INIMAN1 774088v1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as Permitted
by Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
Quality Dining, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
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(1) Title of each class of securities to which transaction
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Filed by Quality Dining, Inc.
Pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Quality Dining, Inc.
Commission File No.: 000-23420
On October 13, 2004, Quality Dining, Inc. issued the following
press release:
FOR IMMEDIATE RELEASE
Contact: John C. Firth
Executive Vice President an General Counsel
(574) 243-6616
QUALITY DINING ANNOUNCES AGREEMENT IN PRINCIPLE
FOR CEO DANIEL FITZPATRICK TO TAKE THE COMPANY PRIVATE
MISHAWAKA, Ind. (October 13, 2004) - Quality Dining, Inc.
(NASDAQ/NM: QDIN) today announced that a special committee of
independent directors established by its Board has approved in
principle, by a vote of three to one, a transaction by which a
group of five shareholders led by Company CEO Daniel B.
Fitzpatrick will purchase all outstanding shares of common stock
owned by the public shareholders. Under the terms of the proposed
transaction, the public holders of the outstanding shares of
Quality Dining would receive $3.20 per share in cash in exchange
for each of their shares. The price represents an increase of
$0.45 per share or 16.4% over the original proposal made by Mr.
Fitzpatrick's group on June 15, 2004, a premium of 39% over the
closing price of the Company's stock on that date and a premium
of 9% over the closing price of the Company's common stock on
October 12, 2004.
The purchase would take the form of a merger in which Quality
Dining would survive as a privately held corporation. Mr.
Fitzpatrick's group owns 44.7% of the Company's outstanding
shares (and 45.7% giving effect to their stock options).
The agreement in principle is subject to the negotiation and
approval by the special committee and the full Board of a
definitive merger agreement and to the receipt of a fairness
opinion from the special committee's financial advisor. The
merger agreement would contain customary conditions for a
transaction of this nature, including obtaining the necessary
financing for the merger, the refinancing of Quality Dining's
outstanding bank debt, the approval of Quality Dining's
franchisors and the approval of the shareholders of Quality
Dining.
At the special meeting of shareholders to be held to vote on the
transaction, the Fitzpatrick group has agreed to vote its shares
of Company stock in the same proportion as the Company's public
shareholders vote their shares. If the shareholders do not
approve the transaction, the merger agreement will provide that
the Company will reimburse the Fitzpatrick group for its
reasonable out-of-pocket expenses in connection with the
transaction.
This press release is for informational purposes only and is not
an offer to buy or the solicitation of an offer to sell any
shares, nor is it a solicitation of a proxy to vote in connection
with the transaction. For more detailed information about the
proposed transaction, interested parties should read the
definitive merger agreement that will be filed, once finalized,
as an attachment to a Form 8-K to be filed with the Securities
and Exchange Commission ("SEC"). In addition, Quality Dining
plans to file with the SEC and mail to its shareholders a proxy
statement containing information about the proposed transaction,
in connection with a special meeting of Quality Dining's
shareholders that will be held to consider and vote upon the
proposed transaction. Investors and shareholders of Quality
Dining are advised to read the definitive merger agreement and
the proxy statement carefully when they become available because
they will contain important information about the proposed
transaction, the persons soliciting proxies related thereto,
their interests in the proposed transaction and related matters.
Investors and shareholders may obtain free copies of the proxy
statement and other documents filed by Quality Dining (when
available) at the SEC's website at www.sec.gov. Free copies of
the proxy statement will also be available to investors and
shareholders from Quality Dining by directing such requests to
the attention of John C. Firth, Secretary, Quality Dining, Inc.,
4220 Edison Lakes Parkway, Mishawaka, Indiana 46545, 574-271-
4600.
Quality Dining, Mr. Fitzpatrick and the members of his group, and
the other directors and executive officers of Quality Dining, may
be deemed to be participants in the solicitation of proxies from
Quality Dining's shareholders with respect to the proposed
transaction. Information regarding the directors and executive
officers of Quality Dining is included in Quality Dining's Form
10-K for the fiscal year ended October 26, 2003 and in its proxy
statement relating to its 2004 annual meeting of shareholders.
In addition, information regarding the interests of participants
in the solicitation will be set forth in the proxy statement
filed with the SEC in connection with the proposed transaction.
Quality Dining owns the Grady's American Grill(R), Papa Vino's
Italian Kitchen(TM) and Spageddies Italian Kitchen(TM) concepts
and operates Burger King(R) restaurants and Chili's Grill & Bar(R)
restaurants as a franchisee. As of October 13, 2004, the Company
operates 124 Burger King restaurants, 39 Chili's Grill & Bar
restaurants, five Grady's American Grill restaurants, six Papa
Vino's Italian Kitchen(TM) restaurants, three Spageddies Italian
Kitchen restaurants and one Porterhouse Steaks and Seafood(TM)
restaurant.
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are made based upon
management's current expectations and beliefs concerning future
developments and their potential effects on the Company. There
can be no assurance that the Company will actually achieve the
plans, intentions and expectations discussed in these forward-
looking statements. Actual results may differ materially. Among
the risks and uncertainties that could cause actual results to
differ materially are the following: the availability and cost of
capital to the Company; the ability of the Company to develop and
operate its restaurants; the ability of the Company to sustain
sales and margins in the increasingly competitive environment;
the hiring, training and retention of skilled corporate and
restaurant management and other restaurant personnel; the
integration and assimilation of acquired concepts; the overall
success of the Company's franchisors; the ability to obtain the
necessary government approvals and third-party consents; changes
in governmental regulations, including increases in the minimum
wage; the results of pending litigation; and weather and other
acts of God. The Company undertakes no obligation to update or
revise any forward-looking information, whether as a result of
new information, future developments or otherwise. Quality Dining
is not responsible for changes made to this document by wire
services or Internet services.