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NBO Responds: Questions Quality Dining Delay in Reviewing Offer; Highly Confident of Financing: Offers To Withdraw Solicitation If Board Commits to Auction.

Business Editors

SOUTHFIELD, Mich.--(BUSINESS WIRE)--Feb. 25, 2000

NBO, LLC, a 9.6% stockholder of Quality Dining, Inc. (NASDAQ: QDIN), which has undertaken a proxy contest to unseat two members of the Quality Dining Board of Directors responded to a request by the Company to withdraw its solicitation.

NBO responded to Quality Dining in a letter dated February 24, 2000, indicating that it was prepared to withdraw its solicitation if the Board would unconditionally commit to sell the Company to the highest bidder at $5.00 or more per share. NBO also called for Quality Dining's Board of Directors to give NBO's $5.00 per share cash merger proposal immediate consideration. John C. Firth, Quality Dining's Executive Vice President and General Counsel wrote in a letter to NBO, dated February 23, 2000, that the Board has determined not to consider NBO's offer until after the company's annual meeting of shareholders on March 7.

NBO's letter to John C. Firth is attached.




 NBO, LLC
 25800 Northwestern Highway
 Suite 750
 Southfield, Michigan 48075
 Tel. (248) 262-1000 Fax (248) 357-6116
 February 24, 2000


BY FACSIMILE AND FEDERAL EXPRESS
John C. Firth, Esq.
Executive Vice President and General Counsel
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, Indiana 46545

Dear Mr. Firth:

 Thank you for your letter of February 23, 2000 indicating the
determination of the Board of Directors to evaluate, at an unspecified
date after March 7, 2000, the fairness of our offer to acquire all of
the outstanding shares of Quality Dining, Inc. Common Stock in a cash
merger at a price of $5.00 per share (the "Acquisition"). We have made
a serious proposal and do not understand why the Board does not
consider it now; we would expect that the Board, in fulfilling its
fiduciary duties to the shareholders, would give immediate
consideration to our offer.
 As we indicated in our letter of February 22, 2000, we would be
happy to discuss our plans for financing our cash merger offer. To
reiterate our position, we are highly confident we can obtain all
necessary financing. In this regard, please be advised that the net
worth of NBO's affiliates substantially exceeds the funds necessary to
consummate the Acquisition. Although we would expect to finance the
Acquisition in a traditional manner, you should hardly have concerns
about our financial wherewithal.
 With respect to your request that NBO withdraw its solicitation
of proxies in favor of the NBO Nominees, we would be prepared to
withdraw our solicitation if the Board were to commit unconditionally
to a sale of the Company to the highest bidder in an auction provided
that the price is at $5.00 or more per share. We look forward to your
response.

 Very truly yours,


 David W. Schostak
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Publication:Business Wire
Date:Feb 25, 2000
Words:458
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