UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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.
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(Name of the Issuer)
Quality Dining, Inc.
Daniel B. Fitzpatrick
James K. Fitzpatrick
Gerald O. Fitzpatrick
Ezra H. Friedlander
John C. Firth
William Roy Schonsheck
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(Name of Person(s) Filing Statement)
Common Stock, without par value
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(Title of Class of Securities)
74756P105
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(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
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(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: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
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. 4 to the Rule 13e-3 Transaction Statement on Schedule
13E-3 (this "Final Amendment"), is being filed by: (1) Quality Dining, Inc., an
Indiana corporation (the "Company" or "Quality Dining"); (2) Daniel B.
Fitzpatrick; (3) James K. Fitzpatrick; (4) Gerald O. Fitzpatrick; (5) Ezra H.
Friedlander; (6) John C. Firth; and (7) William R. Schonsheck. The preceding
persons are collectively referred to herein as the "Filing Persons," and
individually as a "Filing Person."
This Final Amendment relates to the Agreement and Plan of Merger, dated as
of November 9, 2004 (the "Merger Agreement"), by and between QDI Merger
Corp. and the Company, and amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3, first filed December 23, 2004 (and as amended by
Amendments No. 1, 2 and 3 thereto) by the Filing Persons (the "Schedule
13E-3"). Pursuant to the Merger Agreement, QDI Merger Corp., an Indiana
Corporation, merged with and into Quality Dining (the "Merger"), with Quality
Dining continuing as the surviving corporation.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to
report the results of the Rule 13e-3 transaction. Except as set forth in this
Final Amendment, all information in the Schedule 13E-3 remains unchanged.
Item 10. Source and Amounts of Funds or Other Consideration.
Regulation M-A
Item 1007
On April 13, 2005, Quality Dining entered into the Fifth Amended and
Restated Credit Agreement dated as of April 13, 2005 by and between Quality
Dining, as Borrower, and the Banks which are a party thereto, and JPMorgan Chase
Bank, National Association, as Administrative Agent, Bank of America, National
Association, as Syndication Agent, National City Bank of Indiana, as
Documentation Agent, and J.P. Morgan Securities Inc., as Arranger (the "Credit
Agreement"). The Credit Agreement provides for an aggregate of $58 million in
financing, consisting of a $35 million term loan, a $20 million revolving credit
facility, and a $3 million swing line facility (collectively, the "Loans").
The Loans will bear interest at either (i) a fluctuating rate of interest
per annum equal to the higher of (A) the Prime Rate (as defined in the Credit
Agreement) for such day, and (B) the Federal Funds Rate (as defined in the
Credit Agreement) plus 0.50%; plus the Applicable Base Rate Margin (as defined
in the Credit Agreement); or (ii) a rate per annum equal, at all times during
the Interest Period (as defined in the Credit Agreement) relating to such Loan,
the sum of the Adjusted LIBOR Rate (as defined in the Credit Agreement), plus
the Applicable LIBOR Margin (as defined in the Credit Agreement). The Loans will
mature five years after the date of the Credit Agreement.
In accordance with the Credit Agreement, Daniel B. Fitzpatrick will
personally guarantee the Loans until such time as Quality Dining's senior
leverage ratio has remained less than 3.25x for two consecutive quarters (and is
no higher than 3.75x when the guaranty is released), provided that no default
exists. As further security for Mr. Fitzpatrick's guarantee, he has agreed not
to pledge his interest in any real estate entity that leases real estate to
Quality Dining.
Quality Dining's obligations under the Loans are secured by a first
priority, perfected security interest in (i) all existing and acquired
collateral including, but not limited to, substantially all of the personal
property of Quality Dining and its subsidiaries, except where prohibited by
certain franchise agreements; and (ii) all current unencumbered and all new
restaurant properties and associated assets.
The debt financing provided by the Credit Agreement will be used by
Quality Dining, among other uses, to pay the Merger Consideration (as defined
in the Merger Agreement), to refinance the outstanding indebtedness of Quality
Dining and its subsidiaries, and to pay the fees and expenses related to the
Merger.
Item 15. Additional Information.
Regulation M-A
Item 1011
(b) Other Material Information.
On April 12, 2005, Quality Dining held a special meeting of its
shareholders for the purpose of considering and voting on a proposal to approve
the Merger Agreement and the Merger (the "Special Meeting"). At the Special
Meeting, approximately 57.4% of the issued and outstanding shares of Quality
Dining common stock which were entitled to vote at the Special Meeting approved
the Merger Agreement and the Merger. As required by the terms of the Merger
Agreement, each of Daniel B. Fitzpatrick, Gerald O. Fitzpatrick, James K.
Fitzpatrick, Ezra H. Friedlander, John C. Firth, and William R. Schonsheck (the
"Fitzpatrick group"), voted his shares of Quality Dining common stock for and
against approval of the Merger Agreement and the Merger in the same proportion
of the votes cast by all other shareholders (with abstentions being deemed to be
votes against). On April 13, 2005, the Merger became effective pursuant to the
articles of merger filed with the Indiana Secretary of State, at which time QDI
Merger Corp. was merged with and into Quality Dining, with Quality Dining as the
surviving corporation, and the separate corporate existence of QDI Merger Corp.
ceased. The merger consideration of $3.20 in cash per share will be disbursed to
Quality Dining's shareholders (other than with respect to shares of Quality
Dining held by members of the Fitzpatrick group that they contributed to QDI
Merger Corp. and shares of Quality Dining common stock held by QDI Merger Corp.
or Quality Dining) as described in Quality Dining's definitive proxy materials
filed with the U.S. Securities and Exchange Commission on March 21, 2005. With
the consummation of the Merger, the members of the Fitzpatrick group hold 100%
of Quality Dining's outstanding common stock.
Quality Dining intends to file with the U.S. Securities and Exchange
Commission a certificate and notice of termination of registration on Form 15
immediately after the filing of this Final Amendment to provide notice of
termination of registration of Quality Dining's common stock under the
Securities Exchange Act of 1934, as amended. On April 13, 2005, as a result of
the Merger, Quality Dining's common stock was delisted from the Nasdaq National
Market pursuant to a written request to Nasdaq from Quality Dining.
Item 16. Exhibits.
Regulation M-A
Item 1016
(a)(1) Press Release issued by Quality Dining, Inc., dated November 10,
2004.*
(a)(2) Definitive 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 21, 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.
(b)(2) Fifth Amended and Restated Credit Agreement dated as of April 13,
2005 by and between Quality Dining, Inc., as Borrower, and the
banks which are a party thereto and JPMorgan Chase Bank, National
Association, as Administrative Agent, Bank of America, National
Association, as Syndication Agent, National City Bank of Indiana,
as Documentation Agent, and J.P. Morgan Securities Inc., as
Arranger.
(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.**
(d)(3) Letter Agreement amending the definition of "Outside Date" in the
Agreement and Plan of Merger, dated March 18, 2005, by and between
QDI Merger Corp. and Quality Dining, Inc.****
(f) Not applicable.
(g) Not applicable.
* Previously filed on December 23, 2004.
** Previously filed on February 16, 2005.
*** Previously filed on March 14, 2005.
**** Previously filed on March 21, 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.
April 13, 2005
QUALITY DINING, INC.
By: /s/ Daniel B. Fitzpatrick
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Name: Daniel B. Fitzpatrick
Title: Chief Executive Officer
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) Definitive 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 21, 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.
(b)(2) Fifth Amended and Restated Credit Agreement dated as of April 13,
2005 by and between Quality Dining, Inc., as Borrower, and the banks
which are a party thereto and JPMorgan Chase Bank, National
Association, as Administrative Agent, Bank of America, National
Association, as Syndication Agent, National City Bank of Indiana,
as Documentation Agent, and J.P. Morgan Securities Inc., as
Arranger.
(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.**
(d)(3) Letter Agreement amending the definition of "Outside Date" in the
Agreement and Plan of Merger, dated March 18, 2005, by and between QDI
Merger Corp. and Quality Dining, Inc.****
* Previously filed on December 23, 2004.
** Previously filed on February 16, 2005.
*** Previously filed on March 14, 2005.
**** Previously filed on March 21, 2005.