UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9,
2005
QUALITY DINING, INC.
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Exact name of registrant as specified in its charter)
Indiana 000-23420 35-1804902
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(574) 271-4600
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
X Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 Other Events
On February 9, 2005, Quality Dining, Inc. issued a press
release announcing the dismissal of the purported stockholder
class action lawsuit. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated February 9, 2005 of Quality
Dining, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Dated: February 9, 2005
QUALITY DINING, INC.
/s/John C. Firth
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By:John C. Firth
Executive Vice President and
General Counsel
INDEX TO EXHIBITS
Exhibit No. Description
99.1 Press Release dated February 9, 2005 of Quality
Dining, Inc.
FOR IMMEDIATE RELEASE
Contact: John C. Firth
Executive Vice President and General Counsel
(574) 243-6616
QUALITY DINING ANNOUNCES DISMISSAL OF LAWSUIT
MISHAWAKA, Ind. (February 9, 2005) - Quality Dining, Inc.
(NASDAQ/NM:QDIN) today announced that the St. Joseph County
Superior Court has granted the Company's motion to dismiss the
purported stockholder class action lawsuit previously filed
against Quality Dining, Inc., its directors and two of its
officers entitled Bruce Alan Crown Grantors Trust vs. Quality
Dining, Inc., et al, Cause No. 71 D04 0406 PL 299. Commenting on
the court's ruling, John C. Firth, Executive Vice President and
General Counsel said "Quality Dining is pleased with the court's
ruling which dismissed all counts of the plaintiff's complaint.
As the court noted, the proposed transaction is subject to the
approval of a majority of our shareholders and we have always
believed that this matter should properly be decided by our
shareholders."
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 was filed as an attachment to a
Form 8-K filed with the Securities and Exchange Commission
("SEC") on November 10, 2004. 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 because they 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 February 9, 2005, the Company
operates 123 Burger King restaurants, 39 Chili's Grill & Bar
restaurants, two 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.