QDIN Quality Dining - Common Stock (MM)

Quality Dining Announces Shareholder Vote MISHAWAKA, Ind., April 12 /PRNewswire-FirstCall/ -- Quality Dining, Inc. (NASDAQ:QDIN) announced today that at the special meeting of shareholders held today, Quality Dining, Inc.'s shareholders approved the Agreement and Plan of Merger dated as of November 9, 2004 (the "Merger Agreement"), by and between QDI Merger Corp. and Quality Dining, Inc., and the merger of QDI Merger Corp. with and into Quality Dining, Inc. Upon completion of the merger, Quality Dining, Inc. will be the surviving corporation. At the special meeting, approximately 77% of the shares that were voted, were voted to approve the Merger Agreement and the Merger. The shares that were voted to approve the proposal constituted a majority of the issued and outstanding shares of Quality Dining common stock that were entitled to vote on the proposal. As required by the terms of the Merger Agreement, Mr. Daniel B. Fitzpatrick, Quality Dining's Chairman, President and Chief Executive Officer, and the members of his group (Mr. Gerald O. Fitzpatrick, Mr. James K. Fitzpatrick, Mr. Ezra H. Friedlander, Mr. John C. Firth and Mr. William R. Schonsheck) each 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). Trading in Quality Dining's stock on the NASDAQ National Market will officially cease upon the closing of the merger which is anticipated to take place as soon as all other conditions to the merger are satisfied. The Merger Agreement and the underlying transaction are described in Quality Dining's March 21, 2005, definitive Proxy Statement as filed with the Securities and Exchange Commission. Quality Dining owns the Grady's American Grill(R), Papa Vino's Italian Kitchen(TM) and Spageddies Italian Kitchen(TM) concepts and operates Burger King(R) restaurants and Chili's Grill & Bar(R) restaurants as a franchisee. As of April 12, 2005, the Company operates 123 Burger King restaurants, 39 Chili's Grill & Bar restaurants, six Papa Vino's Italian Kitchen(TM) restaurants, three Spageddies Italian Kitchen restaurants, two Grady's American Grill restaurants, and one Porterhouse Steaks and Seafood(TM) restaurant. This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Company's development plans and trends in the Company's operations and financial results. Forward-looking statements can be identified by the use of words such as "anticipates," "believes," "plans," "estimates," "expects," "intends," "may," and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that the Company will actually achieve the plans, intentions and expectations discussed in these forward-looking statements. Actual results may differ materially. Among the risks and uncertainties that could cause actual results to differ materially are the following: the availability and cost of capital to the Company; the ability of the Company to develop and operate its restaurants; the ability of the Company to sustain sales and margins in the increasingly competitive environment; the hiring, training and retention of skilled corporate and restaurant management and other restaurant personnel; the integration and assimilation of acquired concepts; the overall success of the Company's franchisors; the ability to obtain the necessary government approvals and third-party consents; changes in governmental regulations, including increases in the minimum wage; the results of pending litigation; and weather and other acts of God. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Quality Dining is not responsible for changes made to this document by wire services or Internet services. DATASOURCE: Quality Dining, Inc. CONTACT: John C. Firth, Executive Vice President and General Counsel of Quality Dining, Inc., +1-574-243-6616

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