Quality Dining (NASDAQ:QDIN)
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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