UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-23420
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CUSIP NUMBER: 74756P-10-5
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(Check One):
[ X ] Form 10-K [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: October 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________
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Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
______________________________________________________________
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
______________________________________________________________
PART I-REGISTRANT INFORMATION
Quality Dining, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
4220 Edison Lakes Parkway
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Address of Principal Executive Office (Street and Number)
Mishawaka, Indiana 46545
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City, State and Zip Code
PART II-RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate) [X]
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense;
(b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K,
Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III-NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, and N-CSR, or the transition report or
portion thereof, could not be filed within the prescribed period.
Quality Dining, Inc. (the "Company") leases a substantial number
of properties on which significant improvements have been
constructed. Several other publicly-traded restaurant companies
have recently announced that they have restated, or intend to
restate, previously issued financial statements to correct errors
in lease accounting. The Company is currently reviewing its
accounting treatment for leases under SFAS No. 13, including
depreciation of related leasehold improvements. The Company has
not yet determined whether its historical financial statements
regarding this issue will require modification.
If the Company determines that its historical accounting
treatment in this regard requires modification, adjustments to
the fiscal 2004 financial statements and one or more prior
fiscal years may be required. Because the Company and its Audit
Committee have not yet made a determination on this matter, the
Company is unable to complete the preparation of the Company's
financial statements for the year ended October 31, 2004 prior to
the prescribed due date of January 31, 2005 for the related Form
10-K.
PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
John C. Firth (574) 271-4600
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under
section 13 or 15(d) of the Securities Exchange Act of
1934 or section 30 of the Investment Company Act of 1940
during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
[X]Yes [ ] No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for
the last fiscal year will be reflected by the earnings
statements to be included in the subject report or
portion thereof? [ ] Yes [ X ] No*
If so: attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate,
state the reasons why a reasonable estimate of the
results cannot be made.
*As described above under "PART III - NARATIVE," the
Company has not yet determined the impact, if any, that
its current review and evaluation will have on its
results of operations.
Quality Dining, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 31, 2005 By: /s/ John C. Firth
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John C. Firth
Executive Vice President and
General Counsel
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.