Quality Dining Announces Proposal From CEO Daniel Fitzpatrick to Take the Company Private

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., [phone]

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