Quality Dining Announces Shareholder Vote
April 12 2005 - 1:42PM
PR Newswire (US)
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
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