NBO Responds: Questions Quality Dining Delay in Reviewing Offer; Highly Confident of Financing: Offers To Withdraw Solicitation If Board Commits to Auction.Business EditorsSOUTHFIELD Southfield, city (1990 pop. 75,728), Oakland co., SE Mich., a suburb of Detroit, on the Rouge River; laid out 1817, inc. as a city 1958. There are electronics research, meat-processing, and printing facilities, and manufactures include plastic, metal, rubber, and , Mich.--(BUSINESS WIRE)--Feb. 25, 2000 NBO NBO Natural Bond Orbital NBO Network Byte Order (TCP/IP) NBO New Business Opportunity NBO Novell Branch Office (business office management solution) NBO Neighborhood Box Office, Inc. , LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , a 9.6% stockholder of Quality Dining, Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : QDIN), which has undertaken a proxy contest Proxy contest A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights. to unseat two members of the Quality Dining Board of Directors responded to a request by the Company to withdraw its solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual . NBO responded to Quality Dining in Dining in is a formal military function for members of a company or other unit. The practice is thought to have begun in 16th Century England, in the monasteries and early universities. 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 HIGHEST BIDDER, contracts. He who, at an auction, offers the greatest price for the property sold. 2. The highest bidder is entitled to have the article sold at his bid, provided there has been no unfairness on his part. 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 firth or frith, Scottish term applied to an arm of the sea, usually an estuary or strait. For Firth of Clyde, see Clyde; for Firth of Forth, see Forth. , 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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