QDIN Quality Dining - Common Stock (MM)

Quality Dining Announces Proposal From CEO Daniel Fitzpatrick to Take the Company Private MISHAWAKA, Ind., June 16 /PRNewswire-FirstCall/ -- Quality Dining, Inc. (NASDAQ:QDIN) today announced that a group of five shareholders led by Company CEO Daniel B. Fitzpatrick has presented the Board with a proposal to purchase all outstanding shares of common stock owned by the public shareholders. Under the terms of the proposed transaction, the public holders of the outstanding shares of Quality Dining would each receive $2.75 per share in cash in exchange for their shares. The purchase would take the form of a merger in which Quality Dining would survive as a privately held corporation. Mr. Fitzpatrick's group, which owns 44.7% of the Company's outstanding shares (and 45.7% giving effect to their stock options), has advised the Board that its members are not interested in selling their shares to a third party, whether in connection with a sale of the Company or otherwise. In response to the proposal, the Board appointed a special committee of independent directors to evaluate the transaction and make a recommendation to the full board. It is expected that the committee will retain independent advisors. The proposed transaction is subject to certain conditions, including the negotiation of definitive agreements, the obtaining of the necessary financing for the merger and the refinancing of Quality Dining's outstanding bank debt, the approval of Quality Dining's franchisors and the approval of the Board of Directors and the shareholders of Quality Dining. The terms of the proposal are set forth in a Schedule 13D filed with the Securities and Exchange Commission by Mr. Fitzpatrick and the other members of his group. 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 June 15, 2004, the Company operates 118 Burger King restaurants, 38 Chili's Grill & Bar restaurants, 8 Grady's American Grill restaurants, 6 Papa Vino's Italian Kitchen(TM) restaurants, 3 Spageddies Italian Kitchen 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. 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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