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.
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and 0-11.
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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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[_] Fee paid previously with preliminary materials.
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[_] Check box if any part of the fee is offset as provided by Exchange
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was paid previously. Identify the previous filing by registration statement
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[LOGO OF QUALITY DINING]
Dear Fellow Shareholder:
By now you should have received our proxy materials and letters explaining
the many reasons why you should support your Company's nominees and reject the
negative campaign of NBO, a direct competitor of the Company, to obtain seats
on your Company's Board. We urge you not to allow NBO's self-serving campaign
to derail your Board's long-term strategy for restoring value to shareholders.
YOUR BOARD URGES YOU TO REJECT NBO'S NOMINEES. PLEASE TAKE A MOMENT TO VOTE THE
WHITE PROXY CARD.
Why should you support your Board?
. The Board's strategy of maximizing shareholder value by optimizing cash
flow, aggressively reducing debt, improving our restaurant operations and
disposing of our underperforming restaurants, coupled with measured growth
and a moderate stock repurchase program, is working.
On February 22, 2000, in an attempt to finally validate its claim that it
would be a bidder in an auction for the Company, NBO submitted a proposal to
the Board for a merger transaction at a price claimed by NBO to provide a
premium to Company shareholders. NBO's offer is subject both to the receipt of
financing and a full due diligence investigation. Although no details were
provided, NBO indicated its confidence that it will be able to obtain financing
sufficient to fund its proposed acquisition, but NBO has not supported this
belief with any professional opinion.
Now that NBO has finally stepped forward with an actual proposal, the Board
to be elected at the upcoming annual meeting will, in accordance with its
fiduciary duties, evaluate the fairness of NBO's offer as well as NBO's ability
to finance and complete a transaction. That Board should be independent and
free of conflicts of interest that compromise its ability to maximize
shareholder value. Ask yourself: How can NBO seek to buy the Company and
represent your interests? In light of NBO's bid, we will be asking NBO to
withdraw its solicitation of proxies for its nominees for Director. In any
event, reject NBO's nominees and vote the WHITE proxy card.
NBO's recent mailings are based on a negative campaign strategy featuring a
number of inaccurate and misleading accusations against your Board and
management. It would take pages to respond to each of NBO's inaccurate
statements. However, we believe it is important to correct one of the more
blatantly deceptive accusations:
. NBO insinuates that the Board acted inappropriately when it approved
payments of "over $4 million during 1999 to various entities controlled or
partly owned by Dan and James Fitzpatrick." What NBO does not disclose is
that $3.9 million of this amount relates to long-term leases of Burger
King restaurants, most of which have been in place since the 1980s, that
are substantially more favorable than leases offered by Burger King
Corporation to its franchisees. For example, the Company is only charged
additional rent of 7% of restaurant sales under these leases while the
additional rent under a typical Burger King Corporation lease is 8 1/2%.
Furthermore, the Company's leases contain advantageous options to renew
that do not typically exist in leases offered by Burger King.
We believe that NBO has designed this negative campaign to goad us into
wasting our time and the Company's money responding to NBO's accusations and,
in so doing, divert your attention from the real issues.
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
proxy card.
PLEASE VOTE YOUR PROXY AS SOON AS POSSIBLE.
We greatly appreciate your continued support.
On Behalf of your Board of
Directors,
[LOGO OF DANIEL B. FITZPATRICK]
Daniel B. Fitzpatrick
Chairman, President & CEO
February 23, 2000
If you have any questions or need further assistance in voting your shares,
please call:
[LOGO OF GEORGESON SHAREHOLDER COMMUNICATIONS, INC.]
17 State Street, 10th Floor
New York, NY 10004
Call Toll Free (800) 223-2064
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