UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------------------
AMENDMENT NO. 2
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER
SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
Quality Dining, Inc.
-----------------------------------------------------
(Name of the Issuer)
Quality Dining, Inc.
QDI Merger Corp.
Daniel B. Fitzpatrick
James K. Fitzpatrick
Gerald O. Fitzpatrick
Ezra H. Friedlander
John C. Firth
William Roy Schonsheck
-----------------------------------------------------
(Name of Person(s) Filing Statement)
Common Stock, without par value
-----------------------------------------------------
(Title of Class of Securities)
74756P105
-----------------------------------------------------
(CUSIP Number of Class of Securities)
John C. Firth, Esq.
Executive Vice President and General Counsel
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545
Telephone Number: (574) 271-4600
WITH A COPY TO:
Robert S. Reder, Esq. James A. Aschleman, Esq.
Milbank, Tweed, Hadley & McCloy LLP Baker & Daniels
One Chase Manhattan Plaza 300 North Meridian Street, Suite 2700
New York, New York 10005 Indianapolis, Indiana 46204
--------------------------------------------------------------
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a.[x] The filing of solicitation materials or an information statement subject
to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b.[ ] The filing of a registration statement under the Securities Act of 1933.
c.[ ] A tender offer.
d.[ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
Transaction Valuation Amount of Filing Fee
$20,882,142 $2,457.83(A)
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $2,457.83
Form or Registration No.: Schedule 14A
Filing Party: Quality Dining, Inc.
Date Filed: December 23, 2004
(A) The amount of the Filing Fee calculated in accordance with Rule 0-11(c) of
the Securities Exchange Act of 1934 was determined based on a fee of $117.70
per $1,000,000 (prorated for amounts less than $1,000,000) of the proposed
cash payments to be made in the transaction. In this filing, the amount of
the Filing Fee was determined by dividing the transaction valuation
$20,882,142 by $1,000,000 resulting in 20.882142. The amount 20.882142 is
multiplied by $117.70 for a total of $2,457.83.
INTRODUCTION
This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3, first filed December 23, 2004 (this "Schedule 13E-3"), is being filed by:
(1) Quality Dining, Inc., an Indiana corporation (the "Company" or "Quality
Dining"); (2) QDI Merger Corp., an Indiana corporation; (3) Daniel B.
Fitzpatrick; (4) James K. Fitzpatrick; (5) Gerald O. Fitzpatrick; (6) Ezra H.
Friedlander; (7) John C. Firth; and (8) William R. Schonsheck. The preceding
persons are collectively referred to herein as the "Filing Persons," and
individually as a "Filing Person."
This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as
of November 9, 2004 (the "Merger Agreement"), by and between the QDI Merger
Corp. and the Company. If the Merger Agreement and Merger (as defined below) are
approved by the Quality Dining shareholders and the other conditions to the
closing of the Merger are satisfied or waived, QDI Merger Corp. will merge with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation.
In the Merger, the outstanding shares of the Company's common stock, no
par value per share (the "Common Stock"), other than those shares held by QDI
Merger Corp. and Quality Dining, will be converted, without any action on the
part of the shareholders, into the right to receive $3.20 in cash per share.
Options will be treated as described more fully in the Proxy Statement (as
defined below). Any shares of the Common Stock held by the Company or QDI Merger
Corp. will be cancelled without payment being made therefor. Each share of QDI
Merger Corp. common stock outstanding will be converted into one share of
newly-issued Quality Dining common stock pursuant to the Merger Agreement.
Concurrently with the filing of this Schedule 13E-3, the Company is filing
with the U.S. Securities and Exchange Commission Amendment No. 2 to its
preliminary proxy statement (the "Proxy Statement") under Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to
the special meeting of shareholders of the Company at which the shareholders of
the Company will consider and vote upon, among other things, a proposal to
approve the Merger Agreement and the Merger.
A copy of the Proxy Statement is incorporated herein by reference as
Exhibit (a)(2). A copy of the Merger Agreement is attached as Appendix A to the
Proxy Statement. All references in this Schedule 13E-3 to Items numbered 1001
through 1016 are references to Items set forth in Regulation M-A under the
Exchange Act ("Regulation M-A").
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference, and
the responses to each Item in this Schedule 13E-3 are qualified in their
entirety by the information contained in the Proxy Statement, including the
appendices thereto.
All information in, or incorporated by reference in, this Schedule 13E-3
concerning the Company has been supplied by the Company. The information
contained in this Schedule 13E-3 and/or the Proxy Statement concerning each
Filing Person other than the Company has been
supplied by each such Filing Person and no other Filing Person, including the
Company, takes responsibility for the accuracy of any information not supplied
by such Filing Person. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment. Capitalized terms
used but not defined in this Schedule 13E-3 shall have the meanings given to
them in the Proxy Statement.
Item 1. Summary Term Sheet.
Regulation M-A
Item 1001
Summary Term Sheet. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Item 2. Subject Company Information.
Regulation M-A
Item 1002
(a) Name and Address. The information set forth in the Proxy Statement
under the caption "Summary Term Sheet -- Transaction Participants"
is incorporated herein by reference.
(b) Securities. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Information Concerning the Special Meeting - Record Date and Quorum
Requirement
Common Stock Market Price and Dividend Information
(c) Trading Market and Price. The information set forth in the Proxy
Statement under the caption "Common Stock Market Price and Dividend
Information" is incorporated herein by reference.
(d) Dividends. The information set forth in the Proxy Statement under
the caption "Common Stock Market Price and Dividend Information" is
incorporated herein by reference.
(e) Prior Public Offerings. Not applicable.
(f) Prior Stock Purchases. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Information Regarding Quality Dining Common Stock Transactions --
Purchases by Quality Dining
Information Regarding Quality Dining Common Stock Transactions --
Transactions by QDI Merger Corp. and the Fitzpatrick Group
Item 3. Identity and Background of Filing Person.
Regulation M-A
Item 1003
(a) Name and Address. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Current Executive Officers and Directors of Quality Dining
Information About the Transaction Participants
(b) Business and Background of Entities. The information set forth in
the Proxy Statement under the following captions is incorporated
herein by reference:
Summary Term Sheet
Information About the Transaction Participants
(c) Business and Background of Natural Persons. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Current Executive Officers and Directors of Quality Dining
Information About the Transaction Participants
Item 4. Terms of the Transaction.
Regulation M-A
Item 1004
(a)(1) Material Terms. Tender Offers. Not applicable.
(a)(2) Material Terms. Mergers or Similar Transactions. The information
set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Information Concerning the Special Meeting
Special Factors -- Structure of the Transaction
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
Special Factors -- Anticipated Accounting Treatment of the Merger
Special Factors -- Material U.S. Federal Income Tax Consequences
The Merger Agreement
(c) Different Terms. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
The Merger Agreement
(d) Appraisal Rights. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet-- Appraisal Rights
Questions and Answers About the Merger and the Special Meeting
Special Factors -- No Appraisal Rights of Shareholders
(e) Provisions for Unaffiliated Security Holders. The Filing Persons
have made no provisions in connection with this transaction to grant
unaffiliated security holders access to the respective corporate
files of any of the Filing Persons or to obtain counsel or appraisal
services at the expense of the Filing Persons.
(f) Eligibility for Listing or Trading. Not applicable.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
Regulation M-A
Item 1005
(a) Transactions. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Special Factors -- Structure of the Transaction
Special Factors -- Background of the Merger
Special Factors -- Interests of Certain Persons in the Merger
Information About the Transaction Participants -- Past Contacts,
Transactions, Negotiations and Agreements
(b) Significant Corporate Events. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Background of the Merger
Special Factors -- Interests of Certain Persons in the Merger
Information About the Transaction Participants -- Past Contacts,
Transactions, Negotiations and Agreements
(c) Negotiations or Contacts. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Background of the Merger
Information About the Transaction Participants -- Past Contacts,
Transactions, Negotiations and Agreements
(e) Agreements Involving the Subject Company's Securities. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Structure of the Transaction
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
The Merger Agreement
Information About the Transaction Participants -- Past Contacts,
Transactions, Negotiations and Agreements
Item 6. Purposes of the Transaction and Plans or Proposals.
Regulation M-A
Item 1006
(b) Use of Securities Acquired. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
The Merger Agreement
(c)(1)-(8) Plans. The information set forth in the Proxy Statement under
the following
captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
Special Factors -- Plans for Quality Dining Following the Merger
Financing for the Merger
The Merger Agreement
Item 7. Purposes, Alternatives, Reasons and Effects.
Regulation M-A
Item 1013
(a) Purposes. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee;
Reasons for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
(b) Alternatives. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
(c) Reasons. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Structure of the Transactions
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Opinion of the Financial Advisor to the
Special Committee
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
(d) Effects. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Position of Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
Special Factors -- Material U.S. Federal Income Tax Consequences
Item 8. Fairness of the Transaction.
Regulation M-A
Item 1014
(a) Fairness. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Opinion of the Financial Advisor to the
Special Committee
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- No Appraisal Rights of Shareholders
(b) Factors Considered in Determining Fairness. The information set
forth in the Proxy Statement under the following captions is
incorporated herein by reference:
Summary Term Sheet
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Structure of the Transaction
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of
the Merger and Going Private
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Opinion of the Financial Advisor to the
Special Committee
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
Special Factors -- Post-Closing Arrangements
Special Factors -- No Appraisal Rights of Shareholders
(c) Approval of Security Holders. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet-- Vote Required
Information Concerning the Special Meeting -- Vote Required
(d) Unaffiliated Representative. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Special Factors - Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
(e) Approval of Directors. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet-- Recommendations of the Quality Dining Board of
Directors and the Special Committee
Special Factors -- Background of the Merger
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
(f) Other Offers. Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
Regulation M-A
Item 1015
(a) Report, Opinion or Appraisal. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet -- Fairness Opinion of Houlihan Lokey
Special Factors -- Background of the Merger
Special Factors -- Opinion of the Financial Advisor to the Special
Committee
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Presentations of Banc of America Securities to
the Fitzpatrick Group
Special Factors -- Certain Financial Projections
Appendix B
(b) Preparer and Summary of the Report, Opinion or Appraisal. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary Term Sheet -- Fairness Opinion of Houlihan Lokey
Special Factors -- Background of the Merger
Special Factors -- Opinion of the Financial Advisor to the Special
Committee
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Presentations of Banc of America Securities to
the Fitzpatrick Group
Special Factors -- Certain Financial Projections
Appendix B
(c) Availability of documents. The Fairness Opinion of Houlihan Lokey
Howard & Zukin is available for inspection and copying at the principal
executive offices of Quality Dining during its regular business hours by any
interested shareholder of Quality Dining or a representative of such who has
been so designated in writing. A copy of the Fairness Opinion of Houlihan Lokey
Howard & Zukin is incorporated herein by reference as Exhibit (c)(1). Such
Fairness Opinion is also attached as Appendix B to the Proxy Statement, which is
incorporated herein by reference as Exhibit (a)(2).
Item 10. Source and Amounts of Funds or Other Consideration.
Regulation M-A
Item 1007
(a) Source of Funds. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet-- Financing
Financing for the Merger
The Merger Agreement
(b) Conditions. The information set forth in the Proxy Statement under
the following captions is incorporated herein by reference:
Financing for the Merger
The Merger Agreement
(c) Expenses. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
Summary Term Sheet -- Financing
Information Concerning the Special Meeting -- Proxy Solicitation
Special Factors -- Fees and Expenses
Financing for the Merger -- Requirements
(d) Borrowed Funds. The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
Summary Term Sheet -- Financing
Financing for the Merger
The Merger Agreement
Item 11. Interest in Securities of the Subject Company.
Regulation M-A
Item 1008
(a) Securities Ownership. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Special Factors -- Interests of Certain Persons in the Merger
Security Ownership of Certain Beneficial Owners and Management
(b) Securities Transactions. The information set forth in the Proxy
Statement under the caption "Information Regarding Quality Dining
Common Stock Transactions" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
Regulation M-A
Item 1012
(d) Intent to Tender or Vote in a Going-Private Transaction. The
information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
Summary Term Sheet -- Interests of Certain Persons in the Merger
Questions and Answers About the Merger and the Special Meeting
Information Concerning the Special Meeting
Special Factors -- Purposes of the Going Private Transaction;
Certain Effects of the Merger and Going Private
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Position of the Fitzpatrick Group
Special Factors -- Interests of Certain Persons in the Merger
(e) Recommendations of Others. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Summary Term Sheet -- Recommendations of the Quality Dining Board of
Directors and the Special Committee
Questions and Answers About the Merger and the Special Meeting
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Item 13. Financial Statements.
Regulation M-A
Item 1010
(a) Financial Information. The information set forth in the Proxy
Statement under the following captions is incorporated herein by
reference:
Quality Dining Selected Historical Consolidated Financial Data
Appendix F
(b) Pro Forma Information. Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
Regulation M-A
Item 1009
(a) Solicitations or Recommendations. The information set forth in the
Proxy Statement under the following captions is incorporated herein
by reference:
Summary Term Sheet -- Recommendations of the Quality Dining Board of
Directors and the Special Committee
Summary Term Sheet -- Interests of Certain Persons in the Merger
Information Concerning the Special Meeting -- Proxy Solicitation
Special Factors -- Recommendation of the Special Committee; Reasons
for Recommending Approval of the Merger
Special Factors -- Recommendation of the Board of Directors; Reasons
for Recommending Approval of the Merger
Special Factors -- Interests of Certain Persons in the Merger
(b) Employees and Corporate Assets. The information set forth in the
Proxy Statement under the following captions is incorporated herein
by reference:
Summary Term Sheet -- Interests of Certain Persons in the Merger
Information Concerning the Special Meeting -- Proxy Solicitation
Special Factors -- Background of the Merger
Special Factors -- Interests of Certain Persons in the Merger
Item 15. Additional Information.
Regulation M-A
Item 1011
(b) Other Material Information. The entirety of the Proxy Statement,
including all appendices thereto, is incorporated herein by
reference.
Item 16. Exhibits.
Regulation M-A
Item 1016
(a)(1) Press Release issued by Quality Dining, Inc., dated November 10,
2004.*
(a)(2) Preliminary Proxy Statement, incorporated herein by reference to
the Proxy Statement, filed with the U.S. Securities and Exchange
Commission by Quality Dining, Inc. on March 14, 2005.
(b)(1) Commitment Letters from J.P. Morgan Securities Inc. and other
members of the Company's bank group, incorporated herein by
reference to Exhibit No. 2 to Amendment No. 11 to Schedule 13D
filed with the U.S. Securities and Exchange Commission by Daniel B.
Fitzpatrick, Gerald O. Fitzpatrick, James K. Fitzpatrick, Ezra H.
Friedlander, and John C. Firth on November 10, 2004.
(c)(1) Fairness Opinion of Houlihan Lokey Howard & Zukin, dated November
9, 2004, incorporated herein by reference to Appendix B to the
Proxy Statement.
(c)(2) Presentation of Houlihan Lokey Howard & Zukin to the Special
Committee of the Board of Directors, dated November 9, 2004.*
(c)(3) Presentation of Banc of America Securities LLC to the Fitzpatrick
Group, dated May 25, 2004.
(c)(4) Presentation of Banc of America Securities LLC to the Fitzpatrick
Group, dated July 15, 2004.
(d)(1) Agreement and Plan of Merger, dated as of November 9, 2004, by and
between QDI Merger Corp. and Quality Dining, Inc., incorporated
herein by reference to Appendix A to the Proxy Statement.
(d)(2) Joinder Agreement, dated as of February 3, 2005, by and among
Quality Dining, Inc., QDI Merger Corp. and William R. Schonsheck.**
(f) Not applicable.
(g) Not applicable.
* Previously filed on December 23, 2004.
** Previously filed on February 16, 2005.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
March 14, 2005
QUALITY DINING, INC.
By: /s/ Daniel B. Fitzpatrick
-------------------------------------
Name: Daniel B. Fitzpatrick
Title: Chief Executive Officer
QDI MERGER CORP.
By: /s/ John C. Firth
-------------------------------------
Name: John C. Firth
Title: Vice President
By: /s/ Daniel B. Fitzpatrick
---------------------------------
Daniel B. Fitzpatrick
By: /s/ Gerald O. Fitzpatrick
---------------------------------
Gerald O. Fitzpatrick
By: /s/ James K. Fitzpatrick
---------------------------------
James K. Fitzpatrick
By: /s/ Ezra H. Friedlander
---------------------------------
Ezra H. Friedlander
By: /s/ John C. Firth
---------------------------------
John C. Firth
By: /s/ William R. Schonsheck
---------------------------------
William R. Schonsheck
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
(a)(1) Press Release issued by Quality Dining, Inc., dated November 10,
2004.*
(a)(2) Preliminary Proxy Statement, incorporated herein by reference to the
Proxy Statement, filed with the U.S. Securities and Exchange
Commission by Quality Dining, Inc. on March 14, 2005.
(b)(1) Commitment Letters from J.P. Morgan Securities Inc. and other members
of the Company's bank group, incorporated herein by reference to
Exhibit No. 2 to Amendment No. 11 to Schedule 13D filed with the U.S.
Securities and Exchange Commission by Daniel B. Fitzpatrick, Gerald O.
Fitzpatrick, James K. Fitzpatrick, Ezra H. Friedlander, and John C.
Firth on November 10, 2004.
(c)(1) Fairness Opinion of Houlihan Lokey Howard & Zukin dated November 9,
2004, incorporated herein by reference to Appendix B to the Proxy
Statement.
(c)(2) Presentation of Houlihan Lokey Howard & Zukin to the Special Committee
of the Board of Directors, dated November 9, 2004.*
(c)(3) Presentation of Banc of America Securities LLC to the Fitzpatrick
Group, dated May 25, 2004.
(c)(4) Presentation of Banc of America Securities LLC to the Fitzpatrick
Group, dated July 15, 2004.
(d)(1) Agreement and Plan of Merger, dated as of November 9, 2004, by and
between QDI Merger Corp. and Quality Dining, Inc. incorporated herein
by reference to Appendix A to the Proxy Statement.
(d)(2) Joinder Agreement, dated as of February 3, 2005, by and among Quality
Dining, Inc., QDI Merger Corp. and William R. Schonsheck.**
* Previously filed on December 23, 2004.
** Previously filed on February 16, 2005.