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 [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, For Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[LOGO OF QUALITY DINING, INC.]
Dear Fellow Shareholder:
By now you should have received proxy materials from NBO, LLC for the Annual
Meeting of Shareholders of the Company scheduled for March 7, 2000. NBO is
recommending that you support their two candidates for Director as well as
their non-binding proposal that we terminate our Shareholders Rights Plan. Your
Board urges you to vote against NBO's proposals.
THE BEST WAY TO SAFEGUARD YOUR INVESTMENT IN THE COMPANY IS TO SUPPORT YOUR
BOARD AND MANAGEMENT BY SIGNING, DATING AND RETURNING THE ACCOMPANYING WHITE
PROXY CARD. The Company recommends that you ignore NBO's GOLD Proxy Card.
Your Board is committed to managing the Company with your best interests in
mind. We believe that NBO is acting in its own self-interest. As you read all
of the promises and claims that NBO makes in its proxy materials, pay close
attention to its many admissions, disclaimers and omissions:
. NBO states that the Company recently filled a vacancy on the Board after
NBO indicated its intent to nominate Christopher G. Ellis to fill this
vacancy at the 2000 annual meeting BUT fails to disclose that Mr. Ellis
acted as the financial advisor to Nordahl L. Brue and Michael J. Dressel
when the Company sold the bagel business to these individuals in 1997
pursuant to a share exchange agreement and that, less than 6 months ago,
Mr. Brue and Mr. Dressell sued the Company and asserted claims in excess
of $10 million in connection with alleged breaches by the Company of the
share exchange agreement.
. NBO claims that you will be given an opportunity to receive a premium for
your shares over the current market price through a sale of the Company
BUT admits that it has not "solicited any offers from any potential
acquirors of the Company" and has not "made or undertaken any formal
analyses" to support its claim.
. NBO claims that the Company can be sold for a premium because its general
and administrative expenses are too high, and that if these expenses were
reduced the Company's equity value would increase, BUT admits that "no
assurance can be given that the Company's expenses can be reduced... or,
consequently, that the increases in valuation projected in our analysis
could be produced."
. NBO admits that "the Company is subject to a large amount of
indebtedness," that an acquiror would "need to repay, finance or continue
to make interest and principal payments on this indebtedness" and that "no
assurance can be given that a potential acquiror would be able to do so or
would wish to make an acquisition that would be subject to such debt
burdens."
. NBO insists that a sale of the Company to the highest bidder is the only
practical opportunity for shareholders to obtain a significant premium
over the current market price BUT admits that the NBO nominees could,
"based upon their fiduciary duties and their evaluation of the Company's
operations and future plans, decide to pursue another course of action" in
the future.
. NBO cautions that if its nominees for Director are elected "certain
conflicts of interest could arise" and that "screening procedures or other
procedural safeguards routinely adopted by boards of directors when
conflicts of interests arise" may be needed.
. NBO admits that its affiliates "might be viewed as competitors for site
locations, which can be important business assets" for the Company.
. NBO wants to terminate the Company's Shareholder Rights Plan BUT
cautions that studies recognize that such plans are "associated with
higher premiums to selling shareholders in takeovers" and that, if the
Plan is terminated, the "Board's ability to adopt a poison pill to repel
acquisition offers may be impeded."
The vote of every shareholder is important. We ask you to sign, date and
return the accompanying WHITE proxy card, using the enclosed postage-paid
envelope. We urge you NOT to sign or return the GOLD proxy card sent to you by
NBO.
. If you have already completed a WHITE proxy card and returned it to the
Board of Directors, we thank you for your support and your confidence in
us.
. If you have returned a GOLD proxy card to NBO, it is not too late to
change your vote by signing, dating and returning the accompanying WHITE
card.
PLEASE VOTE YOUR PROXY AS SOON AS POSSIBLE.
We greatly appreciate your continued support.
On Behalf of your Board of
Directors,
Daniel B. Fitzpatrick
Chairman, President & CEO
February 16, 2000
If you have any questions or need further assistance in voting your shares,
please call:
17 State Street, 10th Floor
New York, NY 10004
Call Toll Free (800) 223-2064
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