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): December 23, 2004
QUALITY DINING, INC.
(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, IN 46545
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (574) 271-4600
N/A
(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)
[ ] 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.
Quality Dining, Inc. (the "Company") is filing this Form 8-K to update the
following sections from its Form 10-K for the fiscal year ended October 26,
2003, which was filed with the Securities and Exchange Commission on January 23,
2004: "Item 6. Selected Financial Data," "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations," and "Item 8.
Financial Statements and Supplementary Data." The Company is recasting the
financial information contained in those sections to reflect the retroactive
presentation of FASB Interpretation No. 46, "Consolidation of Variable Interest
Entities", as amended (FIN 46R), and pursuant to Statement of Financial
Accounting Standard ("SFAS") No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" to recast its previously reported financial information
for the presentation of discontinued operations. The Company elected to update
the financial information at this time because such information will be
contained in the Company's preliminary proxy statement filing with the
Securities and Exchange Commission relating to the previously announced going
private transaction.
The updated financial information is contained in Exhibit 99 attached
hereto, and is incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
- ----------- -----------
23 Consent of PricewaterhouseCoopers LLP
99 Updated Financial Information
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: December 23, 2004
QUALITY DINING, INC.
By: /s/ John C. Firth
_______________________
Name: John C. Firth
Title: Executive Vice President
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of PricewaterhouseCoopers LLP
99 Updated Financial Information