SC 13E3/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


              -----------------------------------------------------
                                AMENDMENT NO. 2
                                 SCHEDULE 13E-3


                                 (RULE 13e-100)

                     RULE 13E-3 TRANSACTION STATEMENT UNDER
              SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934

                              Quality Dining, Inc.

              -----------------------------------------------------
                              (Name of the Issuer)

                              Quality Dining, Inc.
                                QDI Merger Corp.
                              Daniel B. Fitzpatrick
                              James K. Fitzpatrick
                              Gerald O. Fitzpatrick
                               Ezra H. Friedlander
                                  John C. Firth
                             William Roy Schonsheck
              -----------------------------------------------------
                      (Name of Person(s) Filing Statement)

                         Common Stock, without par value

              -----------------------------------------------------
                         (Title of Class of Securities)

                                    74756P105

              -----------------------------------------------------
                      (CUSIP Number of Class of Securities)


                               John C. Firth, Esq.
                  Executive Vice President and General Counsel
                              Quality Dining, Inc.
                            4220 Edison Lakes Parkway
                            Mishawaka, Indiana 46545
                        Telephone Number: (574) 271-4600


                                 WITH A COPY TO:

       Robert S. Reder, Esq.                     James A. Aschleman, Esq.
Milbank, Tweed, Hadley & McCloy LLP                  Baker & Daniels
     One Chase Manhattan Plaza             300 North Meridian Street, Suite 2700
     New York, New York 10005                  Indianapolis, Indiana 46204

         --------------------------------------------------------------
  (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
          and Communications on Behalf of the Persons Filing Statement)



This statement is filed in connection with (check the appropriate box):

a.[x] The filing of solicitation materials or an information statement subject
      to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
      Exchange Act of 1934.

b.[ ] The filing of a registration statement under the Securities Act of 1933.

c.[ ] A tender offer.

d.[ ] None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]

                            Calculation of Filing Fee

      Transaction Valuation                         Amount of Filing Fee
          $20,882,142                                   $2,457.83(A)

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount Previously Paid: $2,457.83
Form or Registration No.: Schedule 14A
Filing Party: Quality Dining, Inc.
Date Filed: December 23, 2004

(A) The amount of the Filing Fee calculated in accordance with Rule 0-11(c) of
   the Securities Exchange Act of 1934 was determined based on a fee of $117.70
   per $1,000,000 (prorated for amounts less than $1,000,000) of the proposed
   cash payments to be made in the transaction. In this filing, the amount of
   the Filing Fee was determined by dividing the transaction valuation
   $20,882,142 by $1,000,000 resulting in 20.882142. The amount 20.882142 is
   multiplied by $117.70 for a total of $2,457.83.


                                  INTRODUCTION


      This Amendment No. 2 to the Rule 13e-3 Transaction Statement on Schedule
13E-3, first filed December 23, 2004 (this "Schedule 13E-3"), is being filed by:
(1) Quality Dining, Inc., an Indiana corporation (the "Company" or "Quality
Dining"); (2) QDI Merger Corp., an Indiana corporation; (3) Daniel B.
Fitzpatrick; (4) James K. Fitzpatrick; (5) Gerald O. Fitzpatrick; (6) Ezra H.
Friedlander; (7) John C. Firth; and (8) William R. Schonsheck. The preceding
persons are collectively referred to herein as the "Filing Persons," and
individually as a "Filing Person."


      This Schedule 13E-3 relates to the Agreement and Plan of Merger, dated as
of November 9, 2004 (the "Merger Agreement"), by and between the QDI Merger
Corp. and the Company. If the Merger Agreement and Merger (as defined below) are
approved by the Quality Dining shareholders and the other conditions to the
closing of the Merger are satisfied or waived, QDI Merger Corp. will merge with
and into the Company (the "Merger"), with the Company continuing as the
surviving corporation.

      In the Merger, the outstanding shares of the Company's common stock, no
par value per share (the "Common Stock"), other than those shares held by QDI
Merger Corp. and Quality Dining, will be converted, without any action on the
part of the shareholders, into the right to receive $3.20 in cash per share.
Options will be treated as described more fully in the Proxy Statement (as
defined below). Any shares of the Common Stock held by the Company or QDI Merger
Corp. will be cancelled without payment being made therefor. Each share of QDI
Merger Corp. common stock outstanding will be converted into one share of
newly-issued Quality Dining common stock pursuant to the Merger Agreement.


      Concurrently with the filing of this Schedule 13E-3, the Company is filing
with the U.S. Securities and Exchange Commission Amendment No. 2 to its
preliminary proxy statement (the "Proxy Statement") under Regulation 14A of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to
the special meeting of shareholders of the Company at which the shareholders of
the Company will consider and vote upon, among other things, a proposal to
approve the Merger Agreement and the Merger.


      A copy of the Proxy Statement is incorporated herein by reference as
Exhibit (a)(2). A copy of the Merger Agreement is attached as Appendix A to the
Proxy Statement. All references in this Schedule 13E-3 to Items numbered 1001
through 1016 are references to Items set forth in Regulation M-A under the
Exchange Act ("Regulation M-A").

      The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Proxy Statement of
the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference, and
the responses to each Item in this Schedule 13E-3 are qualified in their
entirety by the information contained in the Proxy Statement, including the
appendices thereto.

      All information in, or incorporated by reference in, this Schedule 13E-3
concerning the Company has been supplied by the Company. The information
contained in this Schedule 13E-3 and/or the Proxy Statement concerning each
Filing Person other than the Company has been



supplied by each such Filing Person and no other Filing Person, including the
Company, takes responsibility for the accuracy of any information not supplied
by such Filing Person. As of the date hereof, the Proxy Statement is in
preliminary form and is subject to completion or amendment. Capitalized terms
used but not defined in this Schedule 13E-3 shall have the meanings given to
them in the Proxy Statement.

Item 1. Summary Term Sheet.

      Regulation M-A
      Item 1001

      Summary Term Sheet. The information set forth in the Proxy Statement under
      the following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting

Item 2. Subject Company Information.

      Regulation M-A
      Item 1002

      (a)   Name and Address. The information set forth in the Proxy Statement
            under the caption "Summary Term Sheet -- Transaction Participants"
            is incorporated herein by reference.

      (b)   Securities. The information set forth in the Proxy Statement under
            the following captions is incorporated herein by reference:

            Information Concerning the Special Meeting - Record Date and Quorum
            Requirement
            Common Stock Market Price and Dividend Information

      (c)   Trading Market and Price. The information set forth in the Proxy
            Statement under the caption "Common Stock Market Price and Dividend
            Information" is incorporated herein by reference.

      (d)   Dividends. The information set forth in the Proxy Statement under
            the caption "Common Stock Market Price and Dividend Information" is
            incorporated herein by reference.

      (e)   Prior Public Offerings. Not applicable.

      (f)   Prior Stock Purchases. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Information Regarding Quality Dining Common Stock Transactions --
            Purchases by Quality Dining



            Information Regarding Quality Dining Common Stock Transactions --
            Transactions by QDI Merger Corp. and the Fitzpatrick Group

Item 3. Identity and Background of Filing Person.

      Regulation M-A
      Item 1003

      (a)   Name and Address. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:

            Summary Term Sheet
            Current Executive Officers and Directors of Quality Dining
            Information About the Transaction Participants

      (b)   Business and Background of Entities. The information set forth in
            the Proxy Statement under the following captions is incorporated
            herein by reference:

            Summary Term Sheet
            Information About the Transaction Participants

      (c)   Business and Background of Natural Persons. The information set
            forth in the Proxy Statement under the following captions is
            incorporated herein by reference:

            Summary Term Sheet
            Current Executive Officers and Directors of Quality Dining
            Information About the Transaction Participants

Item 4. Terms of the Transaction.

      Regulation M-A
      Item 1004

      (a)(1) Material Terms. Tender Offers. Not applicable.

      (a)(2) Material Terms. Mergers or Similar Transactions. The information
            set forth in the Proxy Statement under the following captions is
            incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Information Concerning the Special Meeting
            Special Factors -- Structure of the Transaction
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger



            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            Special Factors -- Anticipated Accounting Treatment of the Merger
            Special Factors -- Material U.S. Federal Income Tax Consequences
            The Merger Agreement

      (c)   Different Terms. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            The Merger Agreement

      (d)   Appraisal Rights. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:

            Summary Term Sheet-- Appraisal Rights
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- No Appraisal Rights of Shareholders

      (e)   Provisions for Unaffiliated Security Holders. The Filing Persons
            have made no provisions in connection with this transaction to grant
            unaffiliated security holders access to the respective corporate
            files of any of the Filing Persons or to obtain counsel or appraisal
            services at the expense of the Filing Persons.

      (f)   Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

      Regulation M-A
      Item 1005

      (a)   Transactions. The information set forth in the Proxy Statement under
            the following captions is incorporated herein by reference:

            Special Factors -- Structure of the Transaction
            Special Factors -- Background of the Merger
            Special Factors -- Interests of Certain Persons in the Merger
            Information About the Transaction Participants -- Past Contacts,
                Transactions, Negotiations and Agreements

      (b)   Significant Corporate Events. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet



            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Background of the Merger
            Special Factors -- Interests of Certain Persons in the Merger
            Information About the Transaction Participants -- Past Contacts,
                Transactions, Negotiations and Agreements

      (c)   Negotiations or Contacts. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Background of the Merger
            Information About the Transaction Participants -- Past Contacts,
                Transactions, Negotiations and Agreements

      (e)   Agreements Involving the Subject Company's Securities. The
            information set forth in the Proxy Statement under the following
            captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Structure of the Transaction
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            The Merger Agreement
            Information About the Transaction Participants -- Past Contacts,
                Transactions, Negotiations and Agreements

Item 6. Purposes of the Transaction and Plans or Proposals.

      Regulation M-A
      Item 1006

      (b)   Use of Securities Acquired. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            The Merger Agreement

      (c)(1)-(8) Plans. The information set forth in the Proxy Statement under
            the following



            captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            Special Factors -- Plans for Quality Dining Following the Merger
            Financing for the Merger
            The Merger Agreement

Item 7. Purposes, Alternatives, Reasons and Effects.

      Regulation M-A
      Item 1013

      (a)   Purposes. The information set forth in the Proxy Statement under the
            following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee;
                Reasons for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements

      (b)   Alternatives. The information set forth in the Proxy Statement under
            the following captions is incorporated herein by reference:

            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger

      (c)   Reasons. The information set forth in the Proxy Statement under the
            following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Structure of the Transactions
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private



            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Opinion of the Financial Advisor to the
                Special Committee
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements

      (d)   Effects. The information set forth in the Proxy Statement under the
            following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Position of Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            Special Factors -- Material U.S. Federal Income Tax Consequences

Item 8.  Fairness of the Transaction.

      Regulation M-A
      Item 1014

      (a)   Fairness. The information set forth in the Proxy Statement under the
            following captions is incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Opinion of the Financial Advisor to the
              Special Committee
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- No Appraisal Rights of Shareholders

      (b)   Factors Considered in Determining Fairness. The information set
            forth in the Proxy Statement under the following captions is
            incorporated herein by reference:

            Summary Term Sheet
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Structure of the Transaction
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of



                the Merger and Going Private
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Opinion of the Financial Advisor to the
                Special Committee
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger
            Special Factors -- Post-Closing Arrangements
            Special Factors -- No Appraisal Rights of Shareholders

      (c)   Approval of Security Holders. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet-- Vote Required
            Information Concerning the Special Meeting -- Vote Required

      (d)   Unaffiliated Representative. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Special Factors - Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger

      (e)   Approval of Directors. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet-- Recommendations of the Quality Dining Board of
                Directors and the Special Committee
            Special Factors -- Background of the Merger
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger

      (f)   Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations.

      Regulation M-A
      Item 1015

      (a)   Report, Opinion or Appraisal. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:


            Summary Term Sheet -- Fairness Opinion of Houlihan Lokey
            Special Factors -- Background of the Merger
            Special Factors -- Opinion of the Financial Advisor to the Special
                Committee
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Presentations of Banc of America Securities to
                the Fitzpatrick Group
            Special Factors -- Certain Financial Projections
            Appendix B




      (b)   Preparer and Summary of the Report, Opinion or Appraisal. The
            information set forth in the Proxy Statement under the following
            captions is incorporated herein by reference:


            Summary Term Sheet -- Fairness Opinion of Houlihan Lokey
            Special Factors -- Background of the Merger
            Special Factors -- Opinion of the Financial Advisor to the Special
               Committee
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Presentations of Banc of America Securities to
                the Fitzpatrick Group
            Special Factors -- Certain Financial Projections
            Appendix B


      (c)   Availability of documents. The Fairness Opinion of Houlihan Lokey
Howard & Zukin is available for inspection and copying at the principal
executive offices of Quality Dining during its regular business hours by any
interested shareholder of Quality Dining or a representative of such who has
been so designated in writing. A copy of the Fairness Opinion of Houlihan Lokey
Howard & Zukin is incorporated herein by reference as Exhibit (c)(1). Such
Fairness Opinion is also attached as Appendix B to the Proxy Statement, which is
incorporated herein by reference as Exhibit (a)(2).

Item 10. Source and Amounts of Funds or Other Consideration.

      Regulation M-A
      Item 1007

      (a)   Source of Funds. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:

            Summary Term Sheet-- Financing
            Financing for the Merger
            The Merger Agreement

      (b)   Conditions. The information set forth in the Proxy Statement under
            the following captions is incorporated herein by reference:

            Financing for the Merger
            The Merger Agreement

      (c)   Expenses. The information set forth in the Proxy Statement under the
            following captions is incorporated herein by reference:

            Summary Term Sheet -- Financing
            Information Concerning the Special Meeting -- Proxy Solicitation
            Special Factors -- Fees and Expenses
            Financing for the Merger -- Requirements

      (d)   Borrowed Funds. The information set forth in the Proxy Statement
            under the following captions is incorporated herein by reference:



            Summary Term Sheet -- Financing
            Financing for the Merger
            The Merger Agreement

Item 11. Interest in Securities of the Subject Company.

      Regulation M-A
      Item 1008

      (a)   Securities Ownership. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Special Factors -- Interests of Certain Persons in the Merger
            Security Ownership of Certain Beneficial Owners and Management

      (b)   Securities Transactions. The information set forth in the Proxy
            Statement under the caption "Information Regarding Quality Dining
            Common Stock Transactions" is incorporated herein by reference.

Item 12. The Solicitation or Recommendation.

      Regulation M-A
      Item 1012

      (d)   Intent to Tender or Vote in a Going-Private Transaction. The
            information set forth in the Proxy Statement under the following
            captions is incorporated herein by reference:

            Summary Term Sheet -- Interests of Certain Persons in the Merger
            Questions and Answers About the Merger and the Special Meeting
            Information Concerning the Special Meeting
            Special Factors -- Purposes of the Going Private Transaction;
                Certain Effects of the Merger and Going Private
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Position of the Fitzpatrick Group
            Special Factors -- Interests of Certain Persons in the Merger

      (e)   Recommendations of Others. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Summary Term Sheet -- Recommendations of the Quality Dining Board of
                Directors and the Special Committee
            Questions and Answers About the Merger and the Special Meeting
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger



Item 13. Financial Statements.

      Regulation M-A
      Item 1010

      (a)   Financial Information. The information set forth in the Proxy
            Statement under the following captions is incorporated herein by
            reference:

            Quality Dining Selected Historical Consolidated Financial Data
            Appendix F

      (b)   Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

      Regulation M-A
      Item 1009

      (a)   Solicitations or Recommendations. The information set forth in the
            Proxy Statement under the following captions is incorporated herein
            by reference:

            Summary Term Sheet -- Recommendations of the Quality Dining Board of
                Directors and the Special Committee
            Summary Term Sheet -- Interests of Certain Persons in the Merger
            Information Concerning the Special Meeting -- Proxy Solicitation
            Special Factors -- Recommendation of the Special Committee; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Recommendation of the Board of Directors; Reasons
                for Recommending Approval of the Merger
            Special Factors -- Interests of Certain Persons in the Merger

      (b)   Employees and Corporate Assets. The information set forth in the
            Proxy Statement under the following captions is incorporated herein
            by reference:

            Summary Term Sheet -- Interests of Certain Persons in the Merger
            Information Concerning the Special Meeting -- Proxy Solicitation
            Special Factors -- Background of the Merger
            Special Factors -- Interests of Certain Persons in the Merger

Item 15. Additional Information.

      Regulation M-A
      Item 1011

      (b)   Other Material Information. The entirety of the Proxy Statement,
            including all appendices thereto, is incorporated herein by
            reference.

Item 16. Exhibits.

      Regulation M-A
      Item 1016

      (a)(1) Press Release issued by Quality Dining, Inc., dated November 10,
             2004.*


      (a)(2) Preliminary Proxy Statement, incorporated herein by reference to
             the Proxy Statement, filed with the U.S. Securities and Exchange
             Commission by Quality Dining, Inc. on March 14, 2005.


      (b)(1) Commitment Letters from J.P. Morgan Securities Inc. and other
             members of the Company's bank group, incorporated herein by
             reference to Exhibit No. 2 to Amendment No. 11 to Schedule 13D
             filed with the U.S. Securities and Exchange Commission by Daniel B.
             Fitzpatrick, Gerald O. Fitzpatrick, James K. Fitzpatrick, Ezra H.
             Friedlander, and John C. Firth on November 10, 2004.

      (c)(1) Fairness Opinion of Houlihan Lokey Howard & Zukin, dated November
             9, 2004, incorporated herein by reference to Appendix B to the
             Proxy Statement.

      (c)(2) Presentation of Houlihan Lokey Howard & Zukin to the Special
             Committee of the Board of Directors, dated November 9, 2004.*


      (c)(3) Presentation of Banc of America Securities LLC to the Fitzpatrick
             Group, dated May 25, 2004.

      (c)(4) Presentation of Banc of America Securities LLC to the Fitzpatrick
             Group, dated July 15, 2004.


      (d)(1) Agreement and Plan of Merger, dated as of November 9, 2004, by and
             between QDI Merger Corp. and Quality Dining, Inc., incorporated
             herein by reference to Appendix A to the Proxy Statement.


      (d)(2) Joinder Agreement, dated as of February 3, 2005, by and among
             Quality Dining, Inc., QDI Merger Corp. and William R. Schonsheck.**


      (f)    Not applicable.

      (g)    Not applicable.

      *      Previously filed on December 23, 2004.

      **     Previously filed on February 16, 2005.



                                    SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                       March 14, 2005


                                       QUALITY DINING, INC.

                                       By: /s/ Daniel B. Fitzpatrick
                                           -------------------------------------
                                           Name: Daniel B. Fitzpatrick
                                           Title: Chief Executive Officer

                                       QDI MERGER CORP.

                                       By: /s/ John C. Firth
                                           -------------------------------------
                                           Name: John C. Firth
                                           Title: Vice President

                                       By: /s/ Daniel B. Fitzpatrick
                                               ---------------------------------
                                                Daniel B. Fitzpatrick

                                       By: /s/ Gerald O. Fitzpatrick
                                               ---------------------------------
                                                Gerald O. Fitzpatrick

                                       By: /s/ James K. Fitzpatrick
                                               ---------------------------------
                                                James K. Fitzpatrick

                                       By: /s/ Ezra H. Friedlander
                                               ---------------------------------
                                                Ezra H. Friedlander

                                       By: /s/ John C. Firth
                                               ---------------------------------
                                                John C. Firth

                                       By: /s/ William R. Schonsheck
                                               ---------------------------------
                                                William R. Schonsheck

                                  EXHIBIT INDEX



EXHIBIT
NUMBER                                DESCRIPTION
-------                               -----------
       
(a)(1)    Press Release issued by Quality Dining, Inc., dated November 10,
          2004.*


(a)(2)    Preliminary Proxy Statement, incorporated herein by reference to the
          Proxy Statement, filed with the U.S. Securities and Exchange
          Commission by Quality Dining, Inc. on March 14, 2005.


(b)(1)    Commitment Letters from J.P. Morgan Securities Inc. and other members
          of the Company's bank group, incorporated herein by reference to
          Exhibit No. 2 to Amendment No. 11 to Schedule 13D filed with the U.S.
          Securities and Exchange Commission by Daniel B. Fitzpatrick, Gerald O.
          Fitzpatrick, James K. Fitzpatrick, Ezra H. Friedlander, and John C.
          Firth on November 10, 2004.

(c)(1)    Fairness Opinion of Houlihan Lokey Howard & Zukin dated November 9,
          2004, incorporated herein by reference to Appendix B to the Proxy
          Statement.

(c)(2)    Presentation of Houlihan Lokey Howard & Zukin to the Special Committee
          of the Board of Directors, dated November 9, 2004.*


(c)(3)    Presentation of Banc of America Securities LLC to the Fitzpatrick
          Group, dated May 25, 2004.

(c)(4)    Presentation of Banc of America Securities LLC to the Fitzpatrick
          Group, dated July 15, 2004.


(d)(1)    Agreement and Plan of Merger, dated as of November 9, 2004, by and
          between QDI Merger Corp. and Quality Dining, Inc. incorporated herein
          by reference to Appendix A to the Proxy Statement.

(d)(2)    Joinder Agreement, dated as of February 3, 2005, by and among Quality
          Dining, Inc., QDI Merger Corp. and William R. Schonsheck.**


* Previously filed on December 23, 2004.

**     Previously filed on February 16, 2005.

EX-99.(C)(3)

Exhibit (c)(3)

Banc of America Securities provides investment banking and securities products domestically and offshore. Other products and services, including products and services that may be referenced in the accompanying materials, may be provided through affiliates of Banc of America Securities. Banc of America Securities prohibits employees from offering a favorable research rating or specific price target or changing a rating or target to get a mandate and Banc of America Securities prohibits research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. Copyright 2004 Banc of America Securities LLC. Banc of America Securities LLC, member NYSE/NASD/SIPC, is a subsidiary of Bank of America Corporation. Project Gourmet Discussion Materials May 25, 2004

Table of Contents I. Introduction II.Overview of Gourmet III.Going Private Overview IV.Going Private Process V.Role of BAS Appendix A.Transaction Structure Considerations B.Select Recent Going Private Case Studies C.Valuation Observations 1

Introduction

Introduction
BAS is pleased to meet with Gourmet regarding a Going Private transaction BAS understands that the Company is considering a Going Private transaction Going Private would confer several benefits: z Avoid market pressure to maximize short-term profitability at the expense of long-term growth z Eliminate concerns resulting from fluctuating stock price z Remove significant costs imposed by SEC compliance z Remove expenses related to stockholder meetings and filings z Limit applicability of securities laws Our agenda for today’s meeting is to discuss the following items: z Introduction to BAS team and qualifications z Key considerations in a Going Private transaction z Transaction overview and process z Next steps 3

Overview of Gourmet

Overview of Gourmet Summary financial overview ($ in millions, except per share data) FYE (a)16 weeks ended (a) 200120022003LTM (a)15-Feb-2004 Net Sales 212.8 248.2 227.1226.164.1 % Growth—16.6%-8.5%— Gross Profit 25.0 31.3 27.2 27.3 8.0 % Net Sales11.8%12.6%12.0%12.1%12.5% Income EBITDA 20.8 22.8 21.221.05.9 Statement % Net Sales9.8%9.2%9.4%9.3%9.2% EBIT 9.0 12.2 10.9 10.9 2.9 % Net Sales4.2%4.9%4.8%4.8%4.6% Earnings per Share-0.010.240.230.220.05 Adjusted EBITDA (b)22.0 % Net Sales9.7% Capital Expenditures17.112.710.510.11.8 Cash% Net Sales8.0%5.1%4.6%4.5%2.9% Flow Unlevered Free Cash Flow (c)-1.20.5-0.29.88.5 (a)Per Form 10-K for the fiscal year ended October and Form 10-Q for the quarterly period ended February 15, 2004. Adjusted to exclude unusual and nonrecurring items. (b)Adjusted EBITDA equals EBITDA plus $1 million from assumed reduction in SG&A expense associated with public company costs. (c)Unlevered Free Cash Flow equals EBIT*(1-tax) plus Depreciation and Amortization minus Capital Expenditures minus Increase in Net Working Capital 5

Overview of Gourmet Current trading statistics (Shares and $ in millions, except per share data) Current Share Price (05/21/04)$2.29 Discount to 52-Week High ($3.25)(29.5%) Premium to 52-Week Low ($1.79)28.0% Public Diluted Shares Outstanding (a)11.597 Market Equity Value$26.6 Valuation Plus: Total Debt (b)90.0 Plus: Minority Interest (b)13.9 Less: Cash & Equivalents (b)(1.2) Enterprise Value$129.2 LTM Enterprise Value / Net Sales0.57x Implied Enterprise Value / EBITDA6.1 Multiples Enterprise Value / EBIT11.8 Enterprise Value / Adjusted EBITDA (c)5.9 LTM Credit Debt / EBITDA4.3x Statistics (EBITDA — Capex) / Interest Expense1.5 Debt / Capital (d)70% (a)Based on 11.597 million shares outstanding and 0.65 million options outstanding with an average strike price of $5.45, per Form 10-Q for the quarterly period ended February 15, 2004 and Form 10-K for the fiscal year ended October 26, 2003. Calculated pursuant to treasury stock method. (b)Per Form 10-Q for the quarterly period ended February 15, 2004. (c)Adjusted EBITDA equals EBITDA plus $1 million from assumed reduction in SG&A expense associated with public company costs. (d)Capital includes minority interest. 6

Overview of Gourmet
Last twelve months stock price performance Stock Volume PriceTraded (000’s) $3.2560 3.0050 LTM Trading 2.7540 Performance 2.5030 2.2520 2.0010 1.750 5/21/03 7/21/03 9/20/03 11/20/03 1/20/04 3/21/04 5/21/04 Stock PriceVolume Traded (000’s) Closing (5/21/04)$2.29High (11/12/03)50 High (9/16/03)3.25Low (5/11/04)0 Trading Low (5/21/03)1.7930-day average5 Summary 30-day average2.3160-day average9 60-day average2.3690-day average9 90-day average2.48360-day average7 360-day average2.58 Source: FactSet Research Systems, Inc. Based on closing stock prices through May 21, 2004.
7

Overview of Gourmet Last twelve months relative stock price performance 175% 150 Indexed Peer Index Stock 125 NASDAQ Performance S&P 500 Gourmet 100 75 5/21/03 7/21/03 9/20/03 11/20/03 1/20/04 3/21/04 5/21/04 LTMLast Six MonthsLast Three MonthsLast Month Gourmet 16.9% -16.7% -11.9% -0.4% Summary S&P 50018.43.3-5.1-3.2 Stock NASDAQ28.3-2.8-7.8-5.8 Performance Peer Index(a)31.52.8-3.1-8.2 Source: FactSet Research Systems Inc. Based on closing stock prices through May 21, 2004. (a)Peer Index is equal-weighted and consists of Applebee’s International Inc. (APPB), Brinker International Inc. (EAT), Darden Restaurants Inc. (DRI), Jack in the Box Inc. (JBX), McDonald’s Corp. (MCD), Outback Steakhouse Inc. (OSI), Rare Hospitality International (RARE), Ruby Tuesday Inc. (RI), Sonic Corp. (SONC), Wendy’s International Inc. (WEN) and Yum! Brands Inc. (YUM). 8

Overview of Gourmet Analysis of shares traded — Latest Twelve Months Current Price (5/21/04): $2.29 50% 36.6% 30.8% 30 % of LTM Volume Traded in Share Price Range 19.9% 20 10 6.3% 4.4% 2.0% 0 $1.75 — $2.00$2.00 — $2.25$2.25 — $2.50$2.50 — $2.75$2.75 — $3.00$3.00 — $3.25 Source: FactSet Research Systems Inc. as of May 21, 2004. 9

Overview of Gourmet Ownership summary (Shares in millions) Basic% Own% Own SharesOptions (d) Total Shares Basic Shares Total SharesOwnership by Category (Basic Shares) Other Gourmet CEO3.9290.0233.95233.9%32.3%Owners 35.6% Gourmet Management General Counsel and Secretary0.1740.0760.2501.5%2.0% Insider Chief Development Officer0.3470.0610.408 3.0 3.3 Holdings SVP, BK Division0.2340.0600.294 2.0 2.4 SVP, Admin and IT0.0400.0410.081 0.3 0.7 Total0.7960.2381.0346.9%8.4% Total Gourmet Directors0.5980.0440.6425.2%5.2% Insiders William Schonsheck (a)(e) 0.5830.583 5.0 4.8Total Institutional 50.9% Total Insiders (a) 5.9060.3056.21150.9%50.7% Ownership 13.5% Dimensional Fund Advisors, Inc.0.7340.7346.3%6.0% Fidelity Management & Research Co.0.3910.391 3.4 3.2 Fidelity International Ltd.0.1880.188 1.6 1.5 Other (7 Institutions)0.2550.255 2.2 2.1 Institutional Total Institutional Ownership (b)1.5681.56813.5%12.8% and Public Holdings Other Owners (c)4.1230.3464.46935.6%36.5% Total Outsiders5.6910.3466.03749.1%49.3% Total11.5970.65112.248100.0%100.0% (a) Per Proxy Statement dated February 5, 2004. (b) Per CDA Shareworld as of May 17, 2004. (c) Assume 0.346 million options are with “Other Owners” due to lack of disclosure. (d) Reflects gross options. (e) Former COO of GOURMET 10

Overview of Gourmet Board of directors NAME BACKGROUND Daniel B. Fitzpatrick Chairman, President and CEO since 1982 Chairman of the Board, Chief Executive Officer and President Director since 1990 Director of 1st Source Corp James K. Fitzpatrick Chief Development Officer and Senior Vice President since 1995 Chief Development Officer, Director since 1990 Senior Vice President and Director Philip J. Faccenda Director since 2000 Director Vice President and General Counsel Emeritus, University of Notre Dame Director of Saint Mary’s College Gourmet            Ezra H. Friedlander Director since 1995 Board of Director Directors Judge, Indiana Court of Appeals Bruce M. Jacobson Director since 2000 Director Senior partner, Katz, Sapper & Miller, LLP Director of Tultex Corporation and Windrose Medical Properties Trust Steven M. Lewis Director since 1994 Director President of U.S. Restaurants, Inc. Director of Commerce Bancorp Inc. Christopher J. Murphy III Director since 1994
Director Chairman of the Board, President, and Chief Executive Officer of 1st Source Corporation and Chairman of the Board and Chief Executive Officer of 1st Source Bank Director of 1st Source Corp and 1st Source Bank Source: Proxy Statement dated February 5, 2004.
11

Going Private Overview

Going Private Overview
Assumptions for Going Private — Illustrative Purposes Only Assumes the repurchase of: z All shares and in-the-money options outstanding held by non-insiders (e.g. institutions and retail) Transaction financed with a senior term loan up to 4.5x LTM EBITDA, with the balance of financing as mezzanine debt Cash on balance sheet of $1.2 million is not used Analysis at various premiums to Gourmet’s closing stock price of $2.29 on May 21, 2004 All Insiders Roll Equity ($ and shares in millions, except per share data) Current Illustrative Purchase Price Per GOURMET Share$2.29$2.52$2.75$2.98$3.21$3.44$3.67$3.89$4.12 Premium to Current Stock Price ($2.29)0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% Total Diluted Shares Outstanding 11.59711.59711.59711.59711.61711.64511.66911.69011.709 Less: Total Insider Ownership (a)(5.906)(5.906)(5.906)(5.906)(5.915)(5.928)(5.940)(5.950)(5.959) Total Shares to be Repurchased:5.6915.6915.6915.6915.7015.7165.7295.7415.751 Publicly Held Shares5.6915.6915.6915.6915.6915.6915.6915.6915.691 Options0.0000.0000.0000.0000.0110.0250.0380.0500.060 Value of Shares to be Repurchased$13.0$14.3$15.6$16.9$18.3$19.6$21.0$22.4$23.7 (a) Assumes insiders hold options on a pro rata basis. 13

Going Private Overview Analysis at various prices — Illustrative Purposes Only ($ in millions, except per share data) Current Illustrative Purchase Price Per GOURMET Share$2.29$2.52$2.75$2.98$3.21$3.44$3.67$3.89$4.12 Premium to Current Stock Price ($2.29)0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% Premium / (Discount) to 52-Week High ($3.25)(29.5%)(22.5%)(15.4%)(8.4%)(1.3%)5.7%12.8%19.8%26.9% Premium / (Discount) to 52-Week Low ($1.79)28.0%40.8%53.6%66.4%79.2%92.0%104.8%117.6%130.4% Diluted Shares Outstanding11.59711.59711.59711.59711.61711.64511.66911.69011.709 Implied Equity Purchase Price$26.6$29.2$31.9$34.5$37.3$40.0$42.8$45.5$48.3 Implied Enterprise Value (a)129.2131.9134.5137.2139.9142.7145.4148.2150.9 Value of Shares to be Repurchased13.014.315.616.918.319.621.022.423.7 Pro Forma Leverage Existing Senior Debt90.090.090.090.090.090.090.090.090.0 Transaction Senior Debt (b)4.64.64.64.64.64.64.64.64.6 Transaction Mezzanine Debt (b)9.911.212.513.815.216.517.919.220.6 Total Debt104.6105.9107.2108.5109.8111.2112.5113.9115.2 Senior Debt / LTM EBITDA 4.5 x 4.5 x 4.5 x 4.5 x 4.5 x 4.5 x 4.5 x 4.5 x 4.5 x Total Debt / LTM EBITDA 5.0 x 5.0 x 5.1 x 5.2 x 5.2 x 5.3 x 5.3 x 5.4 x 5.5 x Total Debt / Adjusted LTM EBITDA (c) 4.7 x 4.8 x 4.9 x 4.9 x 5.0 x 5.0 x 5.1 x 5.2 x 5.2 x Existing Cash on Balance Sheet$1.2$1.2$1.2$1.2$1.2$1.2$1.2$1.2$1.2 Enterprise Value as a Multiple of:Statistic Net SalesLTM 2/15/04$226.1 0.57 x 0.58 x 0.60 x 0.61 x 0.62 x 0.63 x 0.64 x 0.66 x 0.67 x EBITDALTM 2/15/04$21.0 6.1 x 6.3 x 6.4 x 6.5 x 6.7 x 6.8 x 6.9 x 7.0 x 7.2 x Adjusted EBITDA (c)LTM 2/15/04$22.0 5.9 x 6.0 x 6.1 x 6.2 x 6.3 x 6.5 x 6.6 x 6.7 x 6.9 x EBITLTM 2/15/04$10.9 11.8 x 12.1 x 12.3 x 12.5 x 12.8 x 13.0 x 13.3 x 13.5 x 13.8 x Price as a Multiple of: Diluted EPSLTM 2/15/04$0.24 9.6 x 10.5 x 11.5 x 12.5 x 13.4 x 14.4 x 15.3 x 16.3 x 17.3 x (a)Assumes cash balance of $1.2 million, long term debt of $90.0 million and minority interest of $13.9 million as of February 15, 2004. (b)Includes estimated financing and transaction costs. (c)Adjusted EBITDA equals EBITDA plus $1 million from assumed reduction in SG&A expense associated with public company costs. 14

Going Private Overview Selected publicly traded companies ENTERPRISE VALUE / LTM SALESENTERPRISE VALUE / LTM EBITDA Median = 8.0xMedian = 8.0x 4.0x12.0x 10.9x 10.3x Median = 1.45x9.8x 8.4x 9.4x 3.0 2.73x Median = 1.18x2.51x7.6x7.6x7.8x 8.0x 8.0 6.9x 2.03x2.00x6.1x 2.0 4.8x 1.45x1.45x 1.08x1.27x 4.0 1.05x0.86x 1.0 0.59x 0.6x 0.00.0 TB TXTB T I RI CNSIRIN EP A DRIOSI RECDEP A DR MEJBONYUMMP EJBX OYUM APRAM WEARAREMCD WE RSRSONC UU OO GG ENTERPRISE VALUE / LTM EBITLTM EBITDA Margin Median = 11.6xMedian = 11.0xMedian = 13.7%Median = 18.5% 16.0x30.0% 13.9x25.6 13.3x13.3x26.3 25.1 11.8x 12.9x12.2x11.1x 25.0 12.0 11.0x10.9x19.8 10.4x 8.8x9.5x 20.0 18.5 18.1 8.015.0 12.8 13.6 13.8 12.4 12.1 9.3 10.0 4.0 5.0 0.00.0 TB TXTB T II RI CNRSIRN P A DRI JB OSI RECDP A D JBX O AP EONM WEYUMP EMCD WEYUM RMERASRMEARARE SONC UU OO GG 15

Going Private Overview Selected publicly traded companies LTMMarketEnterpriseEnterprise Value / LTMTotal Debt / Total Debt /LTMLTM Margins Ended ValueValue Revenue EBITDA (a)EBIT (a)Total Cap. LTM EBITDA RevenueEBITDA (a)EBIT (a) Moderate Growth Restaurant Companies Applebee’s 3/28/2004 $2,071.5 $2,087.5 2.03x 10.3x 12.9x 5.2% 0.1x $1,029.4 19.8% 15.7% Brinker Int’l 3/24/2004$3,474.4$3,752.81.05x7.6x12.2x24.3%0.8x$3,565.513.8%8.6% Darden Restaurants2/22/2004$3,541.7$4,166.70.86x6.9x10.4x34.2%1.1x$4,871.712.4%8.2% Jack in the Box Inc.1/18/2004$964.5$1,244.20.59x4.8x8.8x38.9%1.2x$2,114.912.1%6.7% Outback Steakhouse3/31/2004$3,122.6$3,136.81.08x8.4x11.1x10.6%0.3x$2,909.312.8%9.7% Rare Hospitality Int’l3/28/2004$922.3$915.01.27x9.4x13.3x9.9%0.4x$717.813.6%9.6% Ruby Tuesday, Inc.3/2/2004$1,873.8$2,021.82.00x7.6x9.5x24.0%0.6x$1,012.726.3%21.0% Sonic2/28/2004$1,211.7$1,333.62.73x10.9x13.9x31.2%1.1x$488.025.1%19.7% High2.73x10.9x13.9x38.9%1.2x26.3%21.0% Average1.45x8.2x11.5x22.3%0.7x17.0%12.4% Median1.18x8.0x11.6x24.2%0.7x13.7%9.6% Low0.59x4.8x8.8x5.2%0.1x12.1%6.7% Mature Restaurant Companies McDonald’s Corp.12/31/2003 $33,020.0$42,957.52.51x9.8x13.3x46.5%2.4x $17,140.525.6%18.9% Wendy’s Int’l3/28/2004$4,185.4$4,754.71.45x7.8x11.0x29.3%1.2x$3,289.618.5%13.2% Yum! Brands, Inc.3/20/2004 $10,511.2$12,428.21.45x8.0x10.9x63.4%1.3x$8,548.018.1%13.3% High2.51x9.8x13.3x63.4%2.4x25.6%18.9% Average1.80x8.6x11.7x46.4%1.6x20.7%15.1% Median1.45x8.0x11.0x46.5%1.3x18.5%13.3% Low1.45x7.8x10.9x29.3%1.2x18.1%13.2% Gourmet2/15/2004$26.1$128.70.57x6.1x11.8x70.3%4.3x$226.19.3%4.8% (a) Excludes non-recurring items. 16

Going Private Overview Selected Going Private transactions ($ in millions) DOMESTIC GOING PRIVATE TRANSACTIONS UNDER $1BILLION — JANUARY 2001 TO PRESENT (a) Pre-AnnouncementInitial Premium Paid to (b) DateDateEquity Enterprise1 Day 1 Week 1 Month Announced Effective TargetAcquirorValueValuePriorPriorPrior 4/28/2004Pending MedSource Technologies Inc Uti Corp$173.1 $197.3 19.1%18.5%19.9% 3/17/2004Pending Golden State Vintners IncWine Group LLC 111.6 82.2 22.04%22.22% 79.35% 2/20/2004Pending Johnson Outdoors IncInvestor Group 169.0 162.4 6.19%6.19% 13.28% 12/31/2003Pending Boyd Bros Transportation Inc Investor Group20.8 53.8 16.7%26.8%34.4% 12/22/2003Pending Duane Reade IncRex Corner Holdings LLC466.9 548.4 11.9%27.8%23.0% 11/5/20033/1/2004 OAO Technology Solutions Inc Terrapin Partners LLC55.2 54.4 10.9%11.3%13.3% 10/31/2003 1/30/2004 Media Arts Group IncInvestor Group53.8 31.7 68.8%80.2%77.8% 9/30/2003 3/11/2004 Garden Fresh Restaurant Corp Fairmont Capital Inc103.0 134.0 48.9%54.8%64.3% 7/13/2003 11/17/2003 Edison Schools IncInvestor Group98.2 142.8 38.6%64.5%74.3% 6/25/2003 7/18/2003 United Park City Mines CoCapital Growth Partners LLC68.7 72.6 3.4%4.7%5.5% 6/24/20034/5/2004 JLM Industries IncInvestor Group13.8 30.8 23.9%33.3%52.2% 6/13/2003 10/10/2003 Applied Graphics Tech IncKAGT Holdings Inc8.3 208.4 70.0%73.5%39.3% 6/10/2003 7/14/2003 Atalanta/Sosnoff Capital Corp Martin Sosnoff119.1 117.6 7.4%4.9%9.4% 5/30/2003 12/1/2003 Cysive IncSnowbird Holdings Inc106.6 31.4 0.9%0.9%11.4% 5/28/2003 8/19/2003 GREKA Energy CorpRandeep Grewal32.4 90.7 54.3%50.6%62.3% 5/16/2003 11/5/2003 Wolohan Lumber CoInvestor Group58.3 51.3 30.7%28.8%27.9% 5/13/2003 8/15/2003 Packaged Ice IncInvestor Group75.6 440.4 61.6%62.3%96.7% 5/12/2003 10/31/2003 Dwyer Group IncInvestor Group52.3 53.4 58.8%57.0%45.5% 5/2/2003 8/28/2003 IGN Entertainment IncGreat Hill Partners LLC30.5 27.0 30.9%42.9%71.4% 4/29/2003 7/23/2003 Thousand Trails IncKohlberg & Co LP114.7 93.9 55.1%55.9%49.8% 4/22/2003 9/24/2003 Varsity Brands IncInvestor Group66.8 127.9 39.8%39.5%42.2% 4/16/20037/3/2003 Lillian Vernon CorpInvestor Group60.9 37.0 72.6%74.7%72.2% 3/31/2003 8/21/2003 AHL Services IncInvestor Group22.9 95.3 167.9%150.0% 150.0% 3/13/2003 7/18/2003 Colorado MEDtech IncCIVCO Holding Inc64.6 56.9 67.3%75.9%72.1% 2/21/20035/5/2003 Acorn Products IncOaktree Capital Management LLC16.7 38.5 39.4%22.8%40.0% 2/18/2003 7/23/2003 Insignia Financial Group Inc CB Richard Ellis Inc280.3 315.3 33.3%35.4%42.8% 12/24/2002 3/26/2003 Aegis Realty IncPhillips Edison Ltd93.0 159.1 7.7%6.9%7.7% 12/16/20026/3/2003 RDO Equipment CoRDO Holdings Co75.3 133.3 37.8%41.4%51.8% 12/9/2002 3/27/2003 AmeriPath IncAmy Acquisition Corp667.6 751.1 29.2%26.3%44.6% (a) Source: Thompson Financial SDC Platinum as of May 12, 2004 and news releases. Includes domestic going private transactions announced from 2001 to the present with Enterprise Value between $25 million and $1billion. Excludes strategic buyers. (b) Premium based on initial offer price. 17

Going Private Overview Selected Going Private transactions (continued) ($ in millions) DOMESTIC GOING PRIVATE TRANSACTIONS UNDER $1BILLION — JANUARY 2001 TO PRESENT (a)

Pre-AnnouncementInitial Premium Paid to (b) DateDateEnterprise1 Week 1 Month Announced Effective TargetAcquirorEquity Value Value1 Day Prior PriorPrior 11/12/2002 12/19/2002 Hunt CorpBerwind Co LLC$115.2$112.832.3%31.2%37.4% 11/11/2002 3/18/2003 CoorsTek IncInvestor Group305.3 356.0 62.5%60.4%86.4% 10/11/2002 2/28/2003 Landair CorpInvestor Group96.2 99.4 25.0%31.1%24.9% 10/1/2002 2/7/2003 BWAY CorpKelso & Co186.0 266.5 43.9%44.9%38.9% 9/12/2002 2/10/2003 Oriole Homes CorpInvestor Group22.9 55.7 16.7%12.6%8.9% 8/7/2002 7/29/2003 Exco Resources IncDouglas H Miller238.2 418.5 20.8%22.9%22.0% 6/12/2002 11/15/2002 Vestcom International IncCornerstone Equity Investors58.7 76.1 50.6%64.5%78.6% 6/11/2002 7/23/2002 Technisource IncIntellimark Holdings Inc42.8 30.0 43.4%48.2%73.9% 5/21/2002 7/25/2002 Morton’s Restaurant Group Inc Castle Harlan Inc71.1 166.2 11.6%9.7%31.0% 5/16/2002 8/19/2002 Balanced Care CorpIPC Advisors SARL8.5 118.7 150.0%177.8%150.0% 5/16/2002 1/1/2003 Liberty BancorpNSB Holding Corp89.4 393.3 45.4%45.2%48.3% 4/11/2002 7/31/2002 Herbalife International Inc.Investor Group726.7 529.7 26.8%30.6%37.5% 2/14/2002 7/26/2002 dick clark productions incInvestor Group150.4 132.2 32.7%49.5%49.5% (c) 2/13/2002 5/15/2002 Deltek Systems IncInvestor Group111.5 92.6 18.4%28.6%41.9% 2/1/2002 4/13/2002 Pitt-Des Moines IncIronbridge Acquisition Corp272.2 79.9 7.3%8.5%10.5% 1/28/2002 5/14/2002 Jenny Craig IncInvestor Group114.8 87.4 68.3%86.0%72.1% 12/7/2001 2/19/2002 Landmark Systems CorpAllen Systems Group Inc60.1 36.8 82.7%98.7%84.1% 10/1/2001 2/13/2002 NCH CorpInvestor Group280.4 262.5 34.0%33.6%18.8% 9/10/2001 2/11/2002 American Coin Merchandising Investor Group59.0 106.0 42.6%45.6%39.3% 8/9/2001 1/3/2002 Children’s Comprehensive Svcs Ameris Acquisition Inc44.2 63.1 39.9%31.9%36.4% 5/22/2001 12/21/2001 Quizno’s CorpInvestor Group26.0 53.4 14.9%16.4%15.2% 4/27/2001 2/22/2002 Black Hawk Gaming & Dvlp Co Gameco Inc53.2 106.5 16.7%22.1%34.3% 3/23/2001 8/31/2001 PJ America IncInvestor Group37.8 37.8 32.1%52.2%34.6% 3/13/2001 6/4/2001 Roy F Weston IncInvestor Group59.2 58.3 7.1%11.6%13.1% 3/7/2001 12/21/2001 Eagle Point Software CorpJB Acquisitions LLC31.8 30.1 42.2%50.6%65.2% 2/15/2001 5/14/2001 VICORP Restaurants IncInvestor Group178.5 178.0 35.9%34.6%50.9% 1/24/2001 3/25/2002 NextHealth IncInvestor Group73.2 67.9 31.6%33.8%68.3% AVERAGE36.6%40.3%44.1% MEDIAN32.5%33.7%39.7% (a) Source: Thompson Financial SDC Platinum as of May 12, 2004 and news releases. Includes domestic going private transactions announced from 2001 to the present with Enterprise Value between $25 million and $1billion. Excludes strategic buyers. (b) Premium based on initial offer price. (c) Herbalife premiums represent premiums for Class B shares. 18

Going Private Process

Going Private Process Overview of key steps in Going Private process TYPICAL TIMEFRAME IS 3 TO 5 MONTHS Once the viability of a Go Private has been evaluated, management approaches the Board with a proposal (ideally a fully-funded proposal with minimal conditions) DevelopmentPublic AnnouncementImplementation (1 to 2 months)(6 weeks to 3 months) Determine feasibility of proposed Official proposal made to Board Transaction implemented through a transactionof Directors / formation of friendly tender offer or a cash Special Committeemerger z Due diligence Development of Go Private Special Committee selects Friendly tender offer could be z strategy and financial independent investment banker consummated in as few as 6 weeks model and legal counselpost public announcement Develop proposal Special Committee reviews Cash merger will likely take 2 to 3 fairness of transaction and months Arrange preliminary financing possibly conducts market test
Inform Board of intention to Fairness opinion given to make proposal Special Committee by its Finalize terms of proposal and independent investment banker financing
Public announcement 20

Going Private Process
Selected procedural considerations Formation of a Special Committee z A “special committee” of the board of directors is formed, consisting of directors who are not participating in the buyout z The special committee is intended to represent the interests of the public shareholders and hires separate legal and financial advisors z Most going private transactions are accomplished on a friendly basis with the support of the special committee z In rare instances, hostile tender offers without the endorsement of the special committee are attempted Role of Special Committee z Negotiate best available deal on behalf of minority shareholders Not necessarily highest value deal z Strive to ensure that all material facts and circumstances of the transaction that are known to the parties are disclosed z Evaluate the feasibility of proposed transaction z Evaluate the fairness of the transaction’s financial terms z Solicit bids from other parties or investigate other alternatives Risk of competing bids z The process of going private may put Gourmet “in play” Rival bidders may emerge with competing offers Any such rival bids could complicate the going private process even though such bids would effectively need management support to be successful z Significant inside ownership may limit likelihood of any competing bids Litigation z The inherent conflicts involved in a going private transaction will likely invite litigation from disgruntled shareholders z If proper procedures are followed and disclosure is sufficient, adequate defenses exist to successfully fight such litigation 21

Going Private Process
Legal and regulatory issues Regulatory authorities typically review affiliated party transactions including going private transactions with a high level of scrutiny Lawyers often refer to going private transactions as “13E-3 transactions,” after the relevant section of the nation’s securities laws The disclosure burden for going private transactions is relatively onerous, and often includes the following: z Operating projections z Any material plans to be implemented after the transaction, including acquisitions or divestitures z Sources of financing and description of loan agreements z The purposes of, alternatives to, and reasons for the transaction z Whether Gourmet believes that the transaction is fair to non-insiders and a detailed discussion of the basis for that belief z Any reports, opinions or appraisals that have been obtained from a third party z Firm offers received by Gourmet within the preceding 18 months for the merger or sale of Gourmet z The extent to which officers and directors of Gourmet will be participating in the transaction Going private transactions are cash-for-stock transactions and are taxable to selling shareholders 22

Going Private Process
Other issues and considerations Uncertainty z The impact on the company if the deal collapses (perception of the company as “damaged goods”) Expenses z Insiders may seek reimbursement of expenses from the company if the transaction is not successful Distracted Management z The impact of the transaction on the management and employees may impact morale and operations Employee Benefit Agreements: z Devices such as severance packages and stock option plans may be put into place by the disinterested board to encourage executives and other key employees to cooperate and remain with the business during the term of the transaction z Such incentives should be reasonable under the circumstances Selling and Rollover Shareholder Tax Considerations: z To the extent that equity is “rolled over” on shares held by the existing shareholders, no tax on the portion rolled over is generally incurred z Shareholders simply retain a portion of their former stock holdings, or there is a tax free exchange under either Section 354 or 1036 z Proceeds received by the selling shareholders are normally taxable upon receipt as either ordinary income or capital gains If the shareholders sell their shares directly to the acquiror, capital gain treatment would apply If the shareholders receive proceeds in the form of a dividend, ordinary income treatment would apply 23

Role of BAS

Role of BAS
In a Going Private transaction The resources and experience of BAS in similar transactions will provide the buyout group with the advice, guidance and manpower to complete a successful going private transaction on the best possible terms and in the most efficient and effective manner z BAS can help manage the day-to-day operations of the going private process, thereby allowing Gourmet’s management team to continue to focus their efforts on running the business z BAS can provide detailed guidance that can be utilized by the buyout group to determine and negotiate the value of the transaction z BAS can assist in evaluating the financial options to ensure a cost efficient and effective transaction z BAS can meet with the board of director’s independent committee and its advisors to articulate the benefits of the transaction to public shareholders and will actively participate in negotiations z BAS can assist legal counsel in preparing all public documents required for the transaction z BAS can assist in negotiation of the definitive agreement z BAS can manage and coordinate the tender or merger process z Bas can manage the closing process in conjunction with legal counsel 25

Role of BAS
Current BAS Going Private transaction — Process to Date Transaction Process z Regulatory z Risks z Public market reaction Valuation z Comparable companies z Precedent transactions z Premiums paid Interaction with independent Board of Directors / Special Committee z Bid letter(s) z Special Meeting z Negotiation Bidding Strategy z Initial bid z Monitoring of capital markets z Public perception of Special Committee actions z Subsequent bids Financing z “Quarterbacking” the various parties involved z Commitment letters z Involvement of other lenders Contract Negotiation 26

Role of BAS Current BAS Going Private transaction — Process to Date (continued) SITUATION OVERVIEWSTOCK PRICE CHART Initial Offer Date February 2004: BAS met with Buyout Group regarding going Stock Volume PriceTraded private transaction (000’s) $16.00140 March 2004: BAS retained as financial advisor to Buyout Group 130
April 2004: Buyout Group calls Board of Director members to 120 110 inform them that an “inside” offer will be forthcoming, and that a 100 $14.00 90 Special Meeting of the Board is to be convened (telephonically) 80 70 April 2004: Initial bid letter, drafted by BAS and Buyout Group 60 50 $12.00
counsel, is delivered to Board of Directors. 40 April 2004: At Special Meeting, Special Committee formed 30 20 10
April 2004: Special Committee retains legal advisors $10.000 1/2/04 2/1/04 3/2/04 4/1/04 5/1/04 May 2004: Special Committee retains financial advisors
May 2004E: Draft merger contract circulated FINANCIAL INFORMATIONBID HISTORY
($ in millions) 2001 2002 2003 PREMIUM FROM STOCK PRICE PRIOR TO Revenue ~ $115 ~ $120 ~ $115 BID INITIAL BID EBITDA 15 15 10 Initial ~ 10% EBIT 8 8 4 STOCK PRICE ANAYSIS ~ % change from Price at:3-mo high 52-wk high 3-yr high 5-yr high One day prior(10%)(3%)(4%)(7%) Initial bid(2%)6%5%1% 27

Role of BAS BAS can assist in all key aspects of a Going Private transaction DevelopmentFinancingPublic OfferImplementation Familiar with business and prospects Unique ability to arrange for all Communications strategy support — Review proxy materials financing sources within one financial announcement through closing Understand the management group Monitor transaction developments institution objectives Articulation of proposal to the Special z Market response Seamless integrationCommittee and other constituents
Advise on a transaction strategy z Arbitrage activity Timing advantaged Participate in negotiations with the z Approach Special Committee, its separate z Trading / market environment Financing expertise z Messageadvisors and investment bankers Tactics in response to deal Product knowledge z Delivery z Valuechallengers Market tone and trading flow z Terms z Contract terms Market intelligence Negotiation of optimal terms Conduct valuation analysis z Deal protection z Institutions Tactical navigation z Advisor-to-advisor dynamic z Shareholders Offer assistance with letter z Protect principal relationship z Trading activity preparation Matters of record
Structural guidance and review z Documentation z Procedures z Support 28

Appendix

Transaction Structure Considerations

Transaction Structure Considerations
Alternative One: Cash Tender Initiate due diligence and discuss with board with respect to valuation terms and structure Board forms special committee to negotiate on behalf of minority shareholders Execute financing documents, merger agreements, execute lock-up and / or other related agreements if applicable The transaction could be completed in as few as six weeks Process and timeframe: z Minimum condition of 90.1% of shares tendered to enable short form merger on back end z Complete short form merger promptly at same price tendering shareholders receive z Provide full disclosure of relevant information concerning Target PROS CONS Fastest route to complete transaction Could be viewed as aggressive Significant inside ownership May not get 90.1% threshold increases the chances of success 31

Transaction Structure Considerations
Alternative Two: Cash Merger Make formal offer to Board of Directors Board forms Special Committee which hires financial and legal advisors After initial valuation, Special Committee will communicate findings Must satisfy “Entire Fairness” standard for fair price and fair process z Heightened disclosure requirements (i.e., schedule 13e-3) Assuming agreement reached with Special Committee, transaction implemented through z Negotiated merger agreement z Proxy process z Shareholder approval Would likely require a minimum of 3 months to complete Maintain ability to launch tender if impasse reached with Special Committee, although unlikely PROS CONS Longer time frame for minority Reduced ability to control timing shareholders to digest information Likely to take longer to close than Provides company more time to tender offer finance transaction 32

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Initiate due diligence and Initiate due diligence and Preliminary discussions with respect to discussions with respect to Preliminary valuation, terms and structure valuation, terms and structure Initiate discussions with financing Initiate discussions with financing            sources sources Board meeting held to authorize Board meeting held to authorize final negotiations final negotiations Board meeting held to authorize Board meeting held to authorize final negotiations final negotiations Continue due diligence and Continue due diligence and finalize negotiations with respect finalize negotiations with respect to valuation, terms and structure to valuation, terms and structure Prepare merger agreement, offer Prepare merger agreement, offer documents (including offer to documents (including offer to purchase), and lock-up purchase), and lock-up agreements with key holders, if agreements with key holders, if applicable applicable Form “Acquisition Co.” (a) Form “Acquisition Co.” (a) Finalize financing documents Finalize financing documents (e.g.; commitment letter) (e.g.; commitment letter) Board meeting held to authorize Board meeting held to authorize final negotiations final negotiations (a) “Acquisition Co.” is subsidiary of Acquiror and is the entity which makes the offer and then merges with Target.
33

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Execute financing documents Execute financing documents 00 Execute merger agreement Execute merger agreement Execute lock-ups and / or other related Execute lock-ups / irrevocable proxies and / agreements, if applicable or other related agreements, if applicable Issue press release Issue press release Conduct analyst and shareholder meetings Conduct analyst and shareholder meetings 11 Finalize offer documents Finalize preliminary proxy materials Engage information agent and depositary Engage proxy solicitors 66
34

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Commence tender offer (a) File preliminary proxy materials with SEC 77 Mail offer documents to Target shareholders File HSR Notice File tender offer statement (Schedule File Schedule 13D with SEC (if lock-up TO/13D) with SEC agreements cover 5% of shares) File premeger notification pursuant to the Hart-Scott-Rodino Act (“HSR”) with the Federal Trade Commission (collectively, “HSR Notice”) Publish tombstone advertisement and issue press release
Target files 14D-9 (10 days from offer) HSR Notice waiting period expires (b) 2222 (a) Assuming launch is within five (5) business days from execution or announcement of merger agreement. (b) Assumes early termination (no second request). 35

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Offer period expires (a) HSR Notice waiting period expires (c) 3737 Accept tendered shares for payment (b) Receive SEC comments on preliminary proxy materials Issue press release and file Schedule TO amendment with SEC Pay for tendered shares 3838 Revise (preliminary) proxy materials and            formulate responses in connection with SEC comments File short-form merger certificate with 40 appropriate Secretary of State (c) 40 Issue press release (a) Tender offer must remain open for 20 business days. Assume offer is not extended. (b) Assumes all conditions pursuant to the offer are satisfied. (c) Assumes the acquiror is able to “freeze-out” minority holders (<10%). 36

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day File revised (preliminary) proxy materials with 41SEC 41 Mail notice of merger to remaining holders Pay for remaining shares File Form 8-K Delist Target sock Deregister Target with SEC Post merger filings and consents 4343 Receive SEC sign-off on revised (preliminary) 48 proxy materials and file definitive proxy 48 materials with SEC (a) Record and meeting dates set for Target shareholder meeting (a) Assumes one (1) review by the SEC.
37

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Proxy materials / prospectus mailed to Target 52 shareholders 52
5353 Proxy solicitation period Target shareholder meeting held to approve 73 merger transaction (a) 73 Issue press release File short-form merger certificate with 74 appropriate Secretary of State (b) 74 (a) Minimum notice period; may elect to have a longer notice period (i.e., 30 days). (b) Assumes Target received sufficient votes to “freeze-out” minority holders (<10%). 38

Transaction Structure Considerations Timeline Comparison: Cash Tender vs. Cash Merger Day            Cash Tender Cash Merger Day Begin to pay for shares 7575 File Form 8-K Delist Target stock Deregister Target with SEC Post-merger filings and consents 7878
39

Select Recent Going Private Case Studies

Select Recent Going Private Case Studies Lexent Inc. COMPANY DESCRIPTIONSTOCK PRICE CHART Lexent Inc. is an infrastructure services company, which designs, Stock 6/17/03 Volume 2nd offer at deploys and maintains telecommunications, electrical, life safety and Price $1.50 Traded other systems. Lexent delivers a full spectrum of services including (000’s) engineering, management, deployment and installation in local $61,600 12/18/03 Merger metropolitan markets. 2/15/03 approved, 5 Initial offer at 1,200 final price of $1.25 $1.50 SITUATION OVERVIEW 2/14/03
3 Price prior to 800 initial offer On February 15, 2003, the Buyout Group, owners of 52.1% of $0.91 Lexent Inc., proposed to purchase all outstanding shares not 2400 currently owned, for $1.25 per share or 37.4% premium over the last full trading day prior 00 On June 17, 2003, the Buyout Group agreed to raise the merger 12/31/01 4/30/02 8/29/02 12/28/02 4/27/03 8/26/03 12/25/03 consideration to $1.50 per share, which represents an increase of 20.0% over the initial offer On December 18, 2003 Lexent’s stockholders adopts the Agreement and approves the Merger, effective on December 23, 2003 FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Dec. 31,200020012002LTM 9/30/2003PREMIUM FROM STOCK PRICE PRIOR TO PREMIUM FROM Revenue $296.0 $240.6 $123.8 $100.6 BIDPRICEINITIAL BIDPRIOR BID EBITDA 50.3 (6.9) (22.7) (21.6)Initial $1.25 37.4% -EBIT 46.7 (12.7) (27.5) (24.1)2nd1.50 64.8% 20.0% 41

Select Recent Going Private Case Studies CoorsTek Inc. COMPANY DESCRIPTIONSTOCK PRICE CHART CoorsTek Inc. operates through three segments: Semiconductor Components, Semiconductor Assembly and Advanced Materials. The Volume Stock Traded Semiconductor Components segment manufactures precision- Price 12/11/02 (000’s) 11/25/02 3rd offer at machined metal, technical ceramic, engineering plastic, and high- 2nd offer at $26.00 $45 $23.15 1,500 purity fused quartz components for use in the semiconductor capital 11/11/02 equipment industry. 38 Initial offer at $21.00 1,000 SITUATION OVERVIEW 31 11/8/02 Price prior to initial On November 11, 2002, the Buyout Group, owners of 26.7% of 24 offer $16.00 500 CoorsTek Inc., proposed to tender all outstanding shares not 17 owned by the Buyout Group and for $21.00 per share or 31.3% over the last full trading day prior 100 On November 25 and 26, Buyout Group indicated they would be 10/11/01 1/6/02 4/3/02 6/29/02 9/24/02 12/20/02 3/18/03 willing to raise its offer to $23.15 On December 11, 2002, Buyout Group, made an offer of $26.00 per share On December 23, 2002 the Board of Directors and Buyout Group reached an agreement at a price of $26.00 per share (merger effective March 18, 2003) FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Dec. 31,199920002001LTM 9/30/2002 PREMIUM FROM            STOCK PRICE PREMIUM PREMIUM Revenue $365.1 $539.7 $400.4 $334.4 PRIOR TO FROM FROM PRIOR EBITDA 60.2 82.2 20.6 6.7BID PRICE INITIAL BID INITIAL BID BID Initial $21.00 31.3% — - EBIT 37.5 58.0 (4.4) (16.9) 2nd 23.15 44.7% 10.2% 10.2% 3rd 26.00 62.5% 23.8% 12.3% 42

Select Recent Going Private Case Studies NCH Corp COMPANY DESCRIPTIONSTOCK PRICE CHART Volume NCH Corp markets an extensive line of maintenance, repair and Stock 12/18/01 3rd offer at Traded Price $50.00 supply products to customers throughout the world. NCH products (000’s) include chemical specialties, fasteners, welding alloys and plumbing 10/1/0112/20/01 Initial offer at4th offer at parts. These products are marketed principally through the Company’s $60 $47.50$52.50 150 own sales force. 12/4/01 55 9/28/012nd offer at Price prior to $48.50 initial offer 100 $39.19 SITUATION OVERVIEW 50 On October 1, 2001, the Buyout Group, owners of 54.3% of NCH Corp, 45 50 announced a proposed tender of all outstanding shares not currently owned by the Levy Family for $47.50 per share or 21.2% premium over the last full trading 40 day prior On December 4, 2001, Buyout Group revised its offer to $48.50 350 On December 18, 2001, Buyout Group advised the committee that it was 9/1/00 11/28/00 2/24/01 5/23/01 8/19/01 11/15/01 2/12/02 prepared to raise its offer to $50.00 On December 20, 2001, Mr. Levy informed of Committee’s requirement for a majority-of-the-minority minimum condition and would raise its offer to $52.50 per share, subject to the settlement of all the pending litigation related to the proposal On December 24, 2001, the parties executed the Merger Agreement
On January 7, 2002, commenced tender offer at $52.50 per share On February 12, 2002, the tender offer expired and at completion the Buyout Group held approximately 98.6% of the total shares outstanding FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Apr. 30,199920002001 PREMIUM FROM            STOCK PRICE PREMIUM PREMIUM Revenue $725.4 $726.0 $679.7 PRIOR TO FROM FROM PRIOR EBITDA 59.2 48.2 53.0BID PRICE INITIAL BID INITIAL BID BID Initial $47.50 21.2% — - EBIT 45.4 34.4 40.9 2nd 48.50 23.8% 2.1% 2.1% 3rd 50.00 27.6% 5.3% 3.1% 4th 52.50 34.0% 10.5% 5.0% 43

Select Recent Going Private Case Studies Berlitz International Inc. COMPANY DESCRIPTIONSTOCK PRICE CHART Berlitz International Inc. franchisees have more than 400 locations in over 50 countries worldwide offering language instruction, cross-cultural Volume Stock training, document translation, software localization and interpretation Traded Price 5/15/01 (000’s) services. In addition, Berlitz offers a wide range of publishing products 3rd offer at 12/27/00$16.50 such as dictionaries, phrase books, travel guides and self-study language $20 Price prior to initial 600 offer4/5/01 instruction materials including CDs and audiocassettes. $8.002nd offer at 17 $14.50 12/28/00 Initial offer at 400 SITUATION OVERVIEW 14 $12.00 On December 28, 2000, the Buyout Group, owners of 52.9% of Berlitz 11 200
International Inc., announced a proposal to tender all outstanding shares of Berlitz International not currently owned for $12.00 per share or 50.0% 8 premium over the last full trading day prior 50 On April 5, 2001, the Special Committee announced in a press release 9/30/99 1/9/00 4/20/00 7/30/00 11/9/00 2/18/01 5/31/01 that it determined the price of $14.50 per share to be offered by the Buyout Group was fair On May 15, 2001, the offer price increased from $14.50 to $16.50, because the Buyout Group determined the two largest shareholders would not tender their shares at the offer price of $14.50 On May 31, 2001, tender offer expires On July 3, 2001, Buyout Group announced the acquisition of the remaining outstanding shares of Berlitz International FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Dec. 31,199819992000 PREMIUM FROM            STOCK PRICE PREMIUM PREMIUM Revenue $436.3 $446.2 $480.2 PRIOR TO FROM FROM PRIOR EBITDA 49.3 40.9 46.1BID PRICE INITIAL BID INITIAL BID BID Initial $12.00 50.0% — - EBIT 22.3 11.4 15.2 2nd 14.50 81.3% 20.8% 20.8% 3rd 16.50 106.3% 37.5% 13.8% 44

Select Recent Going Private Case Studies Uno Restaurant Corp COMPANY DESCRIPTIONSTOCK PRICE CHART Uno Restaurant Corp owns and operates 111 and franchises 66 casual Stock Volume 10/25/002/28/01 dining, full-service restaurants operating primarily under the name Pizzeria Price Initial offer at4th offer at Traded Uno Chicago Bar & Grill. The restaurants feature the company’s signature $8.75$9.75 (000’s) Chicago-style, deep-dish pizza and a selection of baked, grilled and sautéed $13200 10/13/00 2/24//01 entrees, including gourmet thin crust pizza, pasta, fajitas, ribs, steak and            Price prior 1/16/01 3rd offer at to initial 2nd offer at chicken, as well as a variety of appetizers, salads, sandwiches and desserts. $9.50 11 offer$9.00 150 $6.38 SITUATION OVERVIEW 9100 On October 25, 2000, the Buyout Group, owners of 52.9% of Uno Restaurant Corp, proposed to acquire all outstanding shares they did not currently own for 750 $8.75 per share or 37.3% premium over the last full trading day prior On January 16, 2001, the Buyout Group submitted a revised offer to the Special Committee of $9.00 per share and changed the structure of the transaction from 50 a cash tender offer to a cash merger 8/24/00 10/19/00 12/15/00 2/10/01 4/8/01 6/4/01 7/30/01 February 1 to February 24, 2001 — during this period Buyout Group orally advised the Special Committee that the highest price they were prepared to pay was $9.50 per share On February 28, 2001, Buyout Group stated that they would increase their proposed offer price to $9.75 per share On April 19, the            Merger Agreement was executed and a press release was issued announcing the signing of the Merger On July 30, 2001, Uno’s stockholders adopted and approved the Merger Agreement (effective July 31, 2001) FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Sep. 30,199819992000 PREMIUM FROM            STOCK PRICE PREMIUM PREMIUM Revenue $191.3 $214.2 $231.2 PRIOR TO FROM FROM PRIOR EBITDA 24.9 30.8 30.6BID PRICE INITIAL BID INITIAL BID BID Initial $8.75 37.3% — - EBIT 12.7 18.0 17.4 2nd 9.00 41.2% 2.9% 2.9% 3rd 9.50 49.0% 8.6% 5.6% 4th 9.75 52.9% 11.4% 2.6% 45

Select Recent Going Private Case Studies Cherry Corp COMPANY DESCRIPTIONSTOCK PRICE CHART Cherry Corp and its subsidiaries design, manufacture and sell Stock Volume proprietary and custom electrical and electronic components used PriceTraded 6/1/00 by a broad range of Tier 1 suppliers, original equipment 2nd offer at (000’s) 4/24/00$26.40 manufacturers (OEM’s) and distributors in the automotive, computer $30 Initial offer at 1,600 $18.75 and consumer and commercial markets. 25 4/20/00 1,200 Price prior to initial offer SITUATION OVERVIEW $13.00 20800 On April 24, 2000, the Buyout Group, owners of 54.0% of Cherry Corp, proposed to purchase all outstanding shares not currently 15400 owned by the Buyout Group for $18.75 per share, or 44.2% premium over the last full trading day prior 100 On May 22, 2000, the Special Committee received an unsolicited 3/1/00 3/24/00 4/16/00 5/9/00 6/1/00 6/24/00 7/17/00 offer from a potential strategic acquiror proposing $26.00 per share (the third party later withdrew the proposal on May 26, 2000) On June 1, 2000, Buyout Group revised offer to $26.40 per share On June 4, 2000, the Merger Agreement and Stockholder Agreement were executed and delivered (effective July 17, 2000) FINANCIAL INFORMATIONBID HISTORY ($ in millions) FYE Feb. 28,199819992000 PREMIUM FROM STOCK PRICE PRIOR TO PREMIUM FROM Revenue $340.8 $359.9 $360.7 BID PRICE INITIAL BID PRIOR BID EBITDA 38.7 44.6 34.4Initial $18.75 44.2% — EBIT 17.2 20.9 9.62nd 26.40 103.1% 40.8% 46

Valuation Observations

Valuation Observations Selected comparable precedent transactions ($ in millions) Enterprise Value Equity Value Dateas a Multiple of:as a Multiple of: Target /Announced /EquityEnterpriseRevenuesEBITDAEBITNet IncomeBook Acquirer ClosedValue (a)Value (b)LTM (c)LTM (c)LTM(c)LTM (c)Value(c) Garden Fresh Restaurant Corp9/30/2003$ 94.8 $ 125.8 0.6 x 4.7 x 10.1 x 19.9 x 1.13 x Fairmont CapitalPending Vicorp Restaurants (BancBoston Stake)5/8/2003 225.0 225.0 0.6 4.9 NA NA NA Wind Point Partners6/30/2003 Ninety Nine Restaurant & Pub 10/28/2002 160.0 160.0 0.8 6.2 NA NA NA O’Charley’s Inc.1/28/2003 Pasta Pomodoro10/24/2002 12.0 12.0NA NA NA NA NA Wendy’s International10/24/2002 MetroNational Corp 9/11/2002 75.0 75.0 0.8 5.8 NA NA NA Landry’s Restaurants Inc.10/14/2002 Burger King Corporation7/25/2002 1,500.0 1,500.0 0.9 4.3 6.1 NA 1.9 Investors (TPG, Bain, Goldman)12/16/2002 Morton’s Restaurant Group, Inc.3/27/2002 73.4 173.3 0.7 9.4 18.5 66.7 NM Castle Harlan Inc.7/26/2002 A&W Restaurants/ Long John Silver’s3/12/2002 270.0 320.0 0.3 NA NA NA NA Tricon Global Restaurants5/7/2002 (a)Also called Equity Purchase Price. Calculated assuming in-the-money outstanding options are exercised and proceeds from such exercise are either used to repurchase stock (treasury method) or to re-pay debt, depending on the terms of the transaction. Assumes the conversion of in-the-money convertible debt and preferred issues. Values at announcement. Values reflect an implied 100% purchase of target. (b)Also called Transaction Value. Calculated as Equity Value plus total debt, minority interest (at book value unless otherwise noted) and preferred stock, less cash & equivalents, including cash received upon exercise of options. Reflects an implied 100% purchase of target. (c)LTM data is for the last twelve months prior to the announcement date and balance sheet data is for the most recent public filing prior to the announcement date. 48

Valuation Observations Selected comparable precedent transactions (continued) ($ in millions) Enterprise Value Equity Value Dateas a Multiple of:as a Multiple of: Target /Announced /EquityEnterpriseRevenuesEBITDAEBITNet IncomeBook Acquirer ClosedValue (a)Value (b)LTM (c)LTM (c)LTM(c)LTM (c)Value(c) CA Muer Corp2/19/2002$ 28.0 $ 28.0 0.5 xNA NA NA NA Landry’s Restaurants Inc2/19/2002 Shoney’s, Inc1/24/2002 18.6 265.2 0.3 10.3 NMNMNM Lone Star Funds4/10/2002 Santa Barbara Restaurant Group Inc11/19/2001 54.0 57.1 0.4 6.1 11.7 11.8 1.1 CKE Restaurant Group Inc3/1/2002 Interfoods of America Inc10/23/2001 6.0 100.3 0.7 6.0 8.7 6.0 1.6 Management Group5/24/2002 Mexican Restaurants, Inc.7/31/2001 12.4 19.7 0.3 4.7 9.9 17.4 0.8 Wyndcrest Holdings8/1/2001 McCormick & Schmick’s6/8/2001NA 123.5 0.7 6.1 NA NA NA Castle, Harlan, Inc and 8/1/2001 Bruckmann, Rosser, Sherrill & Co. VICORP Restaurants, Inc2/15/2001 179.6 171.4 0.5 4.1 7.1 12.1 1.4 Fleet Boston Financial and 5/14/2001 Goldner Hawn Johnson & Morrison NPC International, Inc.12/13/2000 253.9 444.0 0.9 5.8 9.3 11.1 1.5 Management9/10/2001 (a)Also called Equity Purchase Price. Calculated assuming in-the-money outstanding options are exercised and proceeds from such exercise are either used to repurchase stock (treasury method) or to re-pay debt, depending on the terms of the transaction. Assumes the conversion of in-the-money convertible debt and preferred issues. Values at announcement. Values reflect an implied 100% purchase of target. (b)Also called Transaction Value. Calculated as Equity Value plus total debt, minority interest (at book value unless otherwise noted) and preferred stock, less cash & equivalents, including cash received upon exercise of options. Reflects an implied 100% purchase of target. (c)LTM data is for the last twelve months prior to the announcement date and balance sheet data is for the most recent public filing prior to the announcement date. 49

Valuation Observations Selected comparable precedent transactions (continued) ($ in millions) Enterprise Value Equity Value Dateas a Multiple of:as a Multiple of: Target /Announced /EquityEnterpriseRevenuesEBITDAEBITNet IncomeBook Acquirer ClosedValue (a)Value (b)LTM (c)LTM (c)LTM(c)LTM (c)Value(c) Il Fornaio America Corp.11/16/2000$ 76.6 $ 72.2 0.6 x 6.3 x 13.5 x 22.1 x 1.67 x Bruckmann, Rosser, Sherrill & Co.7/17/2001 Taco Cabana, Inc.10/6/2000 110.2 153.5 0.9 6.0 9.4 NM 1.9 Carrols Corporation12/20/2000 Buffets Inc6/4/2000 640.3 589.5 0.6 5.3 8.6 14.0 2.1 Caxton-Iseman Capital Inc10/2/2000 El Pollo Loco11/9/1999 114.0 128.0 0.9 5.2 14.4 NM NA American Securities Capital Partners12/29/1999 Spaghetti Warehouse Inc.9/18/1998 46.4 50.9 0.8 8.4 22.9 38.9 1.0 Consolidated Restaurant Companies, Inc1/22/1999 Summary Multiples High 0.92 x 10.3 x 22.9 x 66.7 x 2.09 x Average 0.64 6.1 11.6 22.0 1.46 Median 0.64 5.9 9.9 15.7 1.55 Low 0.29 4.1 6.1 6.0 0.79 (a)Also called Equity Purchase Price. Calculated assuming in-the-money outstanding options are exercised and proceeds from such exercise are either used to repurchase stock (treasury method) or to re-pay debt, depending on the terms of the transaction. Assumes the conversion of in-the-money convertible debt and preferred issues. Values at announcement. Values reflect an implied 100% purchase of target. (b)Also called Transaction Value. Calculated as Equity Value plus total debt, minority interest (at book value unless otherwise noted) and preferred stock, less cash & equivalents, including cash received upon exercise of options. Reflects an implied 100% purchase of target. (c)LTM data is for the last twelve months prior to the announcement date and balance sheet data is for the most recent public filing prior to the announcement date. 50

Valuation Observations Descriptions of selected comparable transactions Garden Fresh Restaurant Corp Garden Fresh Restaurant Corp. engages in the ownership and operation of salad buffet restaurants under the names, Souplantation and Sweet Tomatoes. Its restaurants offer salads, soups, fresh baked breads and muffins, pasta dishes, frozen yogurt, and desserts in a self-serve format. As of September 30, 2003, the company operated 97 restaurants in Arizona, California, Colorado, Florida, Georgia, Illinois, Kansas, Missouri, Nevada, New Mexico, North Carolina, Oregon, Texas, Utah, and Washington. Garden Fresh was founded in 1983 and is headquartered in San Diego, California. Vicorp Restaurants VICORP Restaurants, Inc. is the owner and operator of two family-style restaurants, Village Inn and Bakers Square. The company has 371 restaurants operating in 25 states. In May 2001, VICORP Restaurants had announced, that Midway Investors Holdings, Inc. acquired all of the outstanding common stock of the company through a merger of VICORP with and into a wholly owned subsidiary of Midway. VICORP Restaurants, Inc., prior to the merger, operated family style restaurants, principally under the names Bakers Square and Village Inn. It had restaurants in 14 states. The company-owned and franchised restaurants are concentrated in Arizona, California, Florida, the Rocky Mountain region, and the upper Midwest. Ninety Nine Restaurant & Pub Ninety Nine Restaurant & Pub is a full service restaurant chain with over 80 casual themed restaurants. The company was founded in 1952 and is based in Biddeford, Maine. Pasta Pomodoro Pasta Pomodora is an Italian casual dining restaurant chain. The company was founded by Adriano Paganini in 1994 after he worked as a chef in Europe and at an upscale restaurant in San Francisco. The restaurant emphasizes high-quality and affordable meals. MetroNational Corp MetroNational is a real estate investment, development, and management company, which is active in commercial, healthcare, land development, retail, hospitality, residential, restaurant and senior living markets. The company was founded in 1954 and is based in Houston, Texas. Burger King Corporation The Burger King Corporation (Burger King) is a fast food hamburger restaurant chain with over 11,300 outlets worldwide, of which over 8,300 are in the United States. Of the total number of outlets, 91% are franchised and 9% are Company-operated. Morton’s Restaurant Group, Inc. Morton’s Restaurant Group, Inc. engages in the ownership and operation of restaurants under the names Morton’s of Chicago and Bertolini’s Authentic Trattorias. As of December 30, 2001, the company owned and operated 62 Morton’s of Chicago restaurants and four Bertolini’s Authentic Trattoria restaurants. Morton’s of Chicago concept caters primarily to high-end, business-oriented clientele. A&W Restaurant / Long John Silver’s Operates chains of restaurants under the Freshens, KFC and Amigos brands. 51

Valuation Observations Descriptions of selected comparable transactions (continued) CA Muer Corp C.A. Muer Corporation, a privately held company, is the manager and operator of 21 restaurants and specializes in the procurement and preparation of fresh fish and seafood. The company was founded in 1964 and has restaurants in Florida, Michigan, New Jersey, Ohio, Pennsylvania, and South Carolina. Shoney’s, Inc Shoney’s, Inc., operated and franchised a chain of 1,023 restaurants in 28 states. The Company is a diversified food service chain that consists of Shoney’s Restaurants and Captain D’s, Inc. Shoney’s Restaurants are family dining restaurants offering full table service and a broad menu, and Captain D’s are quick-service restaurants specializing in seafood. Santa Barbara Restaurant Group Inc Santa Barbara Restaurant Group is engaged in the food service industry. As of November 15, 2001 the Company operated 40 La Salsa restaurants, 25 Timber Lodge Steakhouse restaurants, and 5 Green Burrito restaurants. SBRG also franchises 40 La Salsa restaurants, 35 Green Burrito stand-alone restaurants, one Timber Lodge Steakhouse and 197 Green Burrito dual-concept restaurants. Interfoods of America Inc Interfoods of America, Inc., through its wholly owned subsidiary, Sailormen, Inc., a Florida corporation (Sailormen), serves as a franchisee, and operator of Popeye’s/registered trademark/ Chicken and Biscuits (Popeye’s) restaurants. The company currently operates or subleases, pursuant to franchise agreements with AFC Enterprises, Inc., 165 Popeye’s restaurants located in Florida, Alabama, Illinois, Georgia, Mississippi, Louisiana, and Missouri, and 2 Church’s Chicken restaurants in Florida. Mexican Restaurants, Inc. Mexican Restaurants Inc. operates and franchises 88 Mexican restaurants. The current system includes 53 Company-operated restaurants and 35 franchisee-operated restaurants. McCormick & Schmick’s McCormick & Schmick Holdings LLC and its subsidiaries engage in the ownership and operation of 41 seafood restaurants in the United States. Its menu includes a selection of international, national, regional, and local species of seafood, such as rainbow trout, Atlantic salmon, swordfish, shrimp, lobster, soft shell crabs, oysters, scallops, flounder, Pacific red snapper, walleye, and scrod. The company’s nonseafood offerings include Sichuan chicken salad, prime rib French dip, pasta primavera, prime New York steak strip, and roasted herb crusted chicken. Additionally, it offers catering and banquet services in restaurants and at other locations. McCormick & Schmick Holdings was formed in May 2001 and is headquartered in Portland, Oregon. VICORP Restaurants, Inc VICORP operates and franchises approximately 374 mid-scale family-type restaurants, principally under the names Bakers Square and Village Inn, with concentrations in the Rocky Mountain region, upper Midwest, California, Arizona and Florida. NPC International, Inc. NPC International is the largest Pizza Hut® franchisee in the world. Founded in 1962, NPC International went public in 1984. Shares of NPC International, Inc., were traded on the NASDAQ Stock Market under the symbol NPCI until August 31, 2001 when the stockholders approved a merger through which the company went private. NPC currently operates over 800 units in more than 27 states. 52

Valuation Observations Descriptions of selected comparable transactions (continued) Il Fornaio America Corp Il Fornaio (Italian for “the baker”) operates a chain of 26 upscale Italian restaurants primarily in California. Operating under the Il Fornaio, Canaletto, and Risotteria names, the restaurants offer lunch and dinner, and nine of them also offer breakfast. The restaurants also feature retail markets that offer items such as coffee and olive oil. The company operates four wholesale bakeries supplying baked goods to its restaurants, as well as to grocery stores, specialty retailers, hotels, and other restaurants. The company is owned by investment firm Bruckman, Rosser, Sherrill, & Co. Taco Cabana, Inc. Taco Cabana, headquartered in San Antonio, pioneered the Mexican patio café concept with its first restaurant in 1978 and currently operates and franchises a total of 126 restaurants system-wide. Buffets Inc Buffets operates restaurants in 34 states including 253 Old Country Buffets, 126 HomeTown Buffets, 12 Original Roadhouse Grills, six Granny’s Buffets, three Tahoe Joe’s Famous Steakhouses, two Country Roadhouse Buffet & Grills and one Soup ‘N Salad Unlimited restaurants. It has 27,000 employees. El Pollo Loco Today, El Pollo Loco leads the quick service segment of the restaurant industry specializing in flame-broiled chicken. The chain operates 275 restaurants in four western states — California, Arizona, Nevada, and Texas — and two foreign countries, the Philippines and Malaysia. Its signature chicken is still hand- marinated in seasoned fruit juices and slowly cooked over an open flame until it’s crispy on the outside and tender and flavorful on the inside. Spaghetti Warehouse Inc. Spaghetti Warehouse was founded in 1972 by businessman Robert Hawk. Over the past 25 years, Spaghetti Warehouse has grown to 40 full service, casual dining restaurants competing in the Italian segment in 14 states and Canada. It operates 3 brands, including Spaghetti Warehouse, Spaghetti Warehouse Italian Grill and The Old Spaghetti Factory. It built its reputation by offering customers high-quality Italian food at affordable prices. 53

Valuation Observations Descriptions of selected publicly traded comparable companies ($ in millions) LTM Company NameRevenueEBITDABusiness Description Applebee’s International$ 1,029.4$ 203.6 Applebee’s International, Inc. engages in developing, franchising, and operating casual dining restaurants under the name ‘Applebee’s Neighborhood Grill & Bar’. As of March 25, 2003, there were 1,513 Applebee’s restaurants operating systems in 49 states and nine international countries. The company’s restaurants appeal to a range of customers, including young adults, senior citizens, and families with young children. It also offers its customers the convenience of carry out service. The company’s restaurants are primarily located in freestanding buildings, end caps of strip shopping centers, and shopping malls. Each restaurant has a bar, and many restaurants offer patio seating. Each restaurant offers a diverse menu of food and beverage items consisting of traditional favorites and signature dishes. Brinker International Inc. 3,565.5 492.2 Brinker International, Inc. engages in the ownership, operation, development, and franchising of various restaurant concepts located in the United States and various other countries. Its restaurant concepts include the Chili’s Grill & Bar, Romano’s Macaroni Grill, Maggiano’s Little Italy, On The Border Mexican Grill & Cantina, Cozymel’s Coastal Grill, Corner Bakery Cafe, and Big Bowl Asian Kitchen restaurant concepts. As of June 25, 2003, the company operated 1,402 restaurants in 49 states and the Washington, D.C.; Australia; Bahrain; Canada; Egypt; Great Britain; Guatemala; Indonesia; Kuwait; Lebanon; Malaysia; Mexico; Oman; Peru; Philippines; Puerto Rico; Qatar; Saudi Arabia; South Korea; Taiwan; United Arab Emirates; and Venezuela. 54

Valuation Observations Descriptions of selected publicly traded comparable companies (continued) ($ in millions) LTM Company NameRevenueEBITDABusiness Description Darden Restaurants$ 4,871.7$ 602.8 Darden Restaurants, Inc. operates casual dining restaurants in North America. As of May 25, 2003, it operated 1,271 restaurants, which comprised 1,234 restaurants in 49 states in the United States, including 642 Red Lobster®, 518 Olive Garden®, 34 Bahama Breeze®, 39 Smokey Bones® BBQ, and one Seasons 52 restaurants; and 37 restaurants in Canada, including 31 Red Lobster and six Olive Garden restaurants. Jack in the Box Inc. 2,114.9 256.7 Jack in the Box, Inc. engages in the ownership, operation, and franchising of JACK IN THE BOX® quick-service hamburger restaurants and Qdoba Mexican Grill® fast-casual restaurants. JACK IN THE BOX restaurants are located primarily in the western and southern United States. Qdoba restaurants offer a selection of ‘Nouveau-Mexican’ food in 22 states. As of September 28, 2003, the company operated 1,947 JACK IN THE BOX restaurants, of which 1,553 were company-operated and 394 were franchise-operated; and 111 Qdoba Mexican Grill restaurants, of which 34 were company-operated and 77 were franchise-operated. In addition, Jack in the Box operates proprietary convenience stores, Quick Stuff®, which include a branded fuel station and are located adjacent to a Jack in the Box restaurant. 55

Valuation Observations Descriptions of selected publicly traded comparable companies (continued) ($ in millions) LTM Company NameRevenueEBITDABusiness Description Outback Steakhouse Inc.$ 2,909.3$ 372.7 Outback Steakhouse, Inc. engages in the development and operation of casual dining restaurants primarily in the United States. Its restaurants are generally organized as partnerships, with the company as the general partner. It owns and operates Outback Steakhouse units, Carrabba’s Italian Grills, Roy’s, Lee Roy Selmon’s, Fleming’s Prime Steakhouse & Wine Bar, Bonefish Grill, and Cheeseburger in Paradise. As of May 1, 2003, Outback operated restaurants in 50 states and 21 countries, internationally. Rare Hospitality International 717.8 97.8 Rare Hospitality International, Inc., including its subsidiaries, operates as a multi concept restaurant company primarily in the eastern half of the United States. As of May 5, 2003, the company operated and franchised 218 restaurants, including 178 LongHorn Steakhouse restaurants, 22 Bugaboo Creek Steak House restaurants, and 16 The Capital Grille restaurants, as well as two additional restaurants, Hemenway’s Seafood Grill & Oyster Bar and The Old Grist Mill Tavern. LongHorn Steakhouse restaurants are casual dining, full-service establishments serving both lunch and dinner in locations spread throughout the eastern half of the United States. These restaurants are located in the northeast and mid-Atlantic regions of the United States. 56

Valuation Observations Descriptions of selected publicly traded comparable companies (continued) ($ in millions) LTM Company NameRevenueEBITDABusiness Description Ruby Tuesday Inc.$ 1,012.7$ 256.9 Ruby Tuesday, Inc. engages in the ownership and operation of casual dining restaurants under the Ruby Tuesday® brand. It also offers franchises for the Ruby Tuesday concept in domestic and international markets through both its franchise partnership program and traditional franchising. As of June 3, 2003, the company owned and operated 440 casual dining restaurants, located in 27 states and the District of Columbia. In addition, franchise partnerships operated 189 restaurants located in 18 states; and traditional franchisees operated 28 domestic and international restaurants located in Kentucky, the Asian Pacific Region, India, Puerto Rico, Iceland, Canada, Mexico, eastern Europe, and Central and South America Sonic Corp. 488.0 122.5 Sonic Corp. engages in the operation and franchising of a chain of drive-in restaurants in the United States. As of August 31, 2003, it had 2,706 restaurants in operation, consisting of 497 company-owned restaurants and 2,209 franchised restaurants, principally in the southern two-thirds of the United States. The company’s subsidiary, Sonic Industries, Inc., serves as the franchiser of the Sonic restaurant chain. Sonic Restaurants, Inc., another subsidiary, develops and operates the company-owned restaurants 57

Valuation Observations Descriptions of selected publicly traded comparable companies (continued) ($ in millions) LTM Company NameRevenueEBITDABusiness Description McDonald’s Corp.$17,140.5$ 4,388.4 McDonald’s Corporation engages in the operation and franchising of approximately 30,000 quick-service restaurant businesses under the McDonald’s brand. These restaurants serve a varied menu in 119 countries around the world. McDonald’s also operates other restaurant concepts under its partner brands that include Boston Market, Chipotle Mexican Grill, and Donatos Pizzeria, which are all located primarily in the United States. In addition, it has a minority ownership interest in U.K.-based Pret A Manger. Wendy’s International Inc. 3,289.6 607.7 Wendy’s International, Inc. primarily engages in operating, developing, and franchising a system of quick-service and fast-casual restaurants. As of December 29, 2002, the company and its franchise owners operated 6,253 restaurants under the name ‘Wendy’s’ in 50 states and in 21 other countries and territories; and 210 restaurants under the name ‘Baja Fresh’ in 19 states. Additionally, the company and its franchisees, as of the above date, operated 2,188 restaurants in Canada and 160 units in the United States under the name ‘Tim Hortons’. Besides, The New Bakery Co. of Ohio, Inc., a wholly owned subsidiary, is a producer of buns for Wendy’s restaurants. 58

Valuation Observations Descriptions of selected publicly traded comparable companies (continued) ($ in millions) LTM Company NameRevenueEBITDABusiness Description Yum! Brands Inc.$ 8,548.0$ 1,546.8 YUM! Brands, Inc. operates as a quick service restaurant (QSR) company with 33,000 units in approximately 100 countries and territories. The YUM organization is made up of six operating companies — KFC, Pizza Hut, Taco Bell, LJS, A&W, and YRI. Through its Concepts, YUM develops, operates, franchises, and licenses a system of both traditional and non-traditional QSR restaurants. Traditional units feature dine-in, carryout, and in some instances, drive-thru or delivery services. 59

EX-99.(C)(4)

Exhibit (c)(4)

Banc of America Securities provides investment banking and securities products domestically and offshore. Other products and services, including products and services that may be referenced in the accompanying materials, may be provided through affiliates of Banc of America Securities. Banc of America Securities prohibits employees from offering a favorable research rating or specific price target or changing a rating or target to get a mandate and Banc of America Securities prohibits research analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. Copyright 2004 Banc of America Securities LLC. Banc of America Securities LLC, member NYSE/NASD/SIPC, is a subsidiary of Bank of America Corporation. Project Gourmet – Restaurant Information Book Discussion Materials July 15, 2004

Large Cap Peers

Restaurant Industry Description            Trends & Drivers $421.5 bn (2003) US restaurant industry is highly fragmented Price competition: The 99 cents burger at McDonalds Expect CAGR of 4-5% over the next 3-5 years Recent focus on health dieting: Atkins, South Beach etc. 2 relevant segments: Quick Service Restaurant (QSR); Casual Dining Wages had not increased in recent times due to depressed labor markets QSR: Primary challenges include retention of repeat customers; baby-boomers 2004E: $123.9 billion; Expect CAGR of 3.86% for 2004 over 2003 generate 67% of the sales Expect CAGR of 2-3% over next 3-5 years COGS Drivers: Food and beverages, real estate and labor Market comprised of pizza, burgers and sandwiches Franchisees typically pay royalty about 2-5% of sales Primary competitors in the burger market: McDonalds, Burger King & Wendy’s Franchisees contribute 2-5% of sales to the national advertising fund (part No of stores: McDonalds: 31,129; Burger King: 8,030; Wendy’s: 6,481 of which is used for local promotions) Avg. store sales: McDonalds: $1.5 mm; Burger King: $1.04 mm; Wendy’s: $1.3 Burger King mm Purchased by the private equity consortium of TPG, Goldman & Bain Capital Concerns on obesity and Mad Cow disease may slow growth Share in burger market fell from 15% in 2000 to 13.68% in 2002 Casual Dining: Steady dec`line in same store sales; 20% of the outlets have reported losses 2004E: $157.9 billion; Expect CAGR of 4.6% for 2004 over 2003 3 of 10 largest franchisees including largest franchisee, Ameriking, have filed Expect CAGR of 4-6% over next 3-5 years for Ch 11; Others are in arrears of royalty payments CEO, Brad Blum resigned on July 2, 2004 due to strategic differences with Average industry store sales: $3.4 mm the Board of Directors Primary competitors: Applebee’s, Outback Steakhouse, Chili’s Greg Brenneman (turnaround specialist) brought in as new CEO of BK No of stores: Applebee’s 1,585, Outback Steakhouse 673, Chili’s 900 Chili’s Avg. store sales: Applebee’s $2.3 mn, Outback Steakhouse $3.5 mm, Chili’s $3.1 mm Owned by Brinker International Total 900; 693 company owned, 207 franchisee operated in 49 states & 21 countries Nutritional foods like Atkins comprise 2% of Chili’s sales Expected store growth of 9-10% for FY2004 over FY2003 Same store sales grew 1.5% in            FY2003 over FY2002; currently sluggish Primary competitors: Applebee’s, Outback Steakhouse Sources: S&P 2004 report; Meritage 2003 10K; WSJ; Morgan Stanley research 2

Competitor Analysis McDonald’s            Wendy’s Total of 31,129 restaurants; company owned 8,959, franchisee 18,132, affiliates Total of 6,481 restaurants; company owned 1,465, franchisee 5,016 4,038 Other restaurant chains operated by the company: Tim Horton’s, Baja Fresh Global sales increased by 2.4% and USA same store sales increased by 6.4% for FY2003 over FY2002 Operates in US and 20 other countries 162 net additions to stores in FY2003; unit growth of less than 1% over FY2002 Overall same store sales increased 1% for FY2003 over FY2002 Revenues of $17.14 bn in FY2003; 74.6% of FY2003 revenues from company Net additions to stores 126 in FY2003; unit growth of 2% p.a. over FY2002 sales; rest franchisee fees; US 35.2%; Europe 34.2%; Asia Pacific: 14.2% Growth has been driven by; increasing same store sales; selective premium Same store sales expected to further improve with fast casual model; untapped menu introductions like Salad Bar; service innovations like “Modern Day meal occasions (snacks and late night); greater pricing power and improved Drive-Thru Window”, late night snacks menu mix; focus on cost reduction has also helped improve EBIT margins Rated significantly above McDonalds and Burger King by consumers in service and quality Applebee’s Outback Steakhouse Total of 1,585 restaurants in 49 states and 9 countries; company owned 383, Total of 825 restaurants; company owned 673, affiliates 51; franchisee 101 franchisee 1,202 Operates another 230 restaurants under different brand names 100 new stores opened in FY2003; growth of 6.7% over FY2002 40 new Outback stores opened in FY2003; growth of 4% over FY2002 Same store sales increased by 5.2% in FY2003 over FY2002 Same store sales increased by 2.1% in FY2003 over FY2002 Average store sales: $2.3 mm Average store sales: $3.5 mm Has placed 40% of its stores within one mile of Wal-Mart “Car side to go” and improved innovative menu is driving sales; Developed new menus with Weight Watchers 3 Sources: Research, Company 10k

Applebee’s International Inc. (NASD: APPB) Overland Park, Kansas Description            Financial Statistics Established:1986; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected December end 2001 20022003 3/28/2004 2004E 2005E Casual dining segment Net Sales $744.3 $829.5 $990.1 $1,029.4 $1,118.8 $1,244.0 1,585 Applebee’s restaurants including 383 company owned and 1,202 % Growth 11.4% 19.4% 13.0% 11.2% franchisee operated respectively EBITDA 151.6 166.3 195.4 203.6 225.1 253.2 Located in 49 states and nine other countries % of Net Sales 20.4% 20.0% 19.7% 19.8% 20.1% 20.4% EBIT 113.9 130.8 154.3 161.4 178.0 198.8 Primarily located in North East, Mid West and West Coast % of Net Sales 15.3% 15.8% 15.6% 15.7% 15.9% 16.0% Opened 100 new stores in FY2003; store growth of 6.7% over FY2002 Net Income 64.4 83.093.6 98.5 115.0 130.3 Same store sales growth increased by 5.2% in FY2003 over FY2002 % of Net Sales 8.7% 10.0% 9.5% 9.6% 10.3% 10.5% Capex 50.1 64.982.6 NA            NA            NA Average store sales: $2.3 mm Cash $22.7 $15.7 $17.9 NA            NA            NA EV/ owned store: $5.5 mm Total Debt Outstanding 74.5 52.620.9 NA            NA            NA Employees: 26,900 Chairman & CEO: Lloyd Hill; CFO: Steve Lumpkin Market Data Share Price (June 15, 2004) $ 25.53 Share Outstanding82.233 52 Week Range$19.82-28.55 Equity Market Value$2,099.7 Net Debt 16.0 Enterprise Value $2,115.7 Recent Events            LTM Stock Price Performance May, 2004: Declared a three-for-two stock split Price ($) Volume (‘000s) 30 4,000 Feb, 2004: Entered into an agreement with a franchisee to acquire 10 of its restaurants in California 27 3,000 24 2,000 Jan, 2004: Expects to add 100 new restaurants in 2004 21 1,000 Nov, 2003: Completed launch of Car-Side-To-Go program roll out in all its 18 0 company restaurants: comprised 8% of sales in Q4 2003 Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 4 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Brinker International Inc. (NYSE: EAT) Dallas, Texas Description            Financial Statistics Established:1977; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected June end 2001 20022003 3/24/2004 2004E 2005E

Casual dining segment Net Sales $2,406.9 $2,887.1 $3,285.4 $3,565.5 $3,709.6 $4,017.3 1,402 restaurants including 1,165 company owned and 237 franchisee operated % Growth 20.0% 13.8% 12.9% 8.3% respectively: Chili’s 693 company owned and 207 franchisee operated; Macaroni EBITDA 331.1 386.3 454.6 492.2 504.4 547.6

Grill 194 company owned and 8 franchisee operated; Maggiano’s 25 owned; On % of Net Sales 13.8% 13.4% 13.8% 13.8% 13.6% 13.6% the Border 114 company owned and 19 franchisee operated; Corner Bakery 85 EBIT 231.0 256.2 296.4 308.0 326.4 352.6 company owned and 3 franchisee operated; Big Bowl 18 owned; Rockfish 20 % of Net Sales 9.6% 8.9% 9.0% 8.6% 8.8% 8.8% owned; Cozymel’s 16 owned            Net Income 145.1 152.7 168.6 129.7 207.2 227.9 % of Net Sales 6.0% 5.3%5.1% 3.6% 5.6% 5.7% Located in 49 states and 21 other countries Capex 205.2 371.1 326.5 NA            NA            NA Opened 149 new stores in FY2003; store growth of 10.6% over FY2002 Cash $13.3 $10.1 $33.5 NA            NA            NA Same store sales growth increased by 1.5% in FY2003 over FY2002 Total Debt Outstanding 253.7 444.0 371.4 NA            NA            NA Average store sales: $3.1 mm Market Data Average size/ store: Chili’s 4,850 sq ft, Macaroni Grill 7,100 sq ft, Maggiano’s 15,000 sq ft, On the Border 5,950 sq ft, Big Bowl 5,600 sq ft Share Price (June 15, 2004) $ 35.76 Average capacity/ store: Chili’s 180, Macaroni Grill 262, Maggiano’s 610, On the Border 230, Big Bowl 195 Share Outstanding96.376 EV/ owned store: $2.4 mm 52 Week Range$28.29-39.80 Employees: 96,200 Equity Market Value$3,446.4 Chairman & CEO: Ronald McDougall; CFO: Charles Sonsteby            Net Debt278.5 Enterprise Value $3,724.9 Recent Events            LTM Stock Price Performance Mar, 04: Signed agreement with franchisee to open 15 Chili’s in South Price ($) Volume (‘000s) Carolina and Georgia 40 16,000 Jan, 04: Introduced new menu for low carb diets called “It’s Your Choice” 12,000 36 8,000 32 4,000 28 0 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q            Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ 5

Darden Restaurants(NYSE: DRI) Orlando, Florida Description            Financial Statistics Established:1968; Incorporated: Florida Fiscal years ending            HistoricalLTMProjected Casual dining segment May end 2002 20032004 2/22/20042005E 2006E

Net Sales $4,366.9 $4,655.0 $5,003.4 $4,871.7 $5,228.3 $5,576.4 1,271 all company owned restaurants: Red Lobster 673, Olive Garden 524, % Growth 6.6%7.5% 4.5% 6.7% Bahama Breeze 34, Smokey Bones BBQ 39, Seasons 1 EBITDA 563.2 585.5 616.7 602.8 680.5 721.6 1,234 located in 49 states and rest in Canada % of Net Sales 12.9% 12.6% 12.3% 12.4% 13.0% 12.9% EBIT 397.3 394.3 425.5 400.6 447.6 475.3 33 Red Lobster operated by a licensee in Japan % of Net Sales 9.1% 8.5%8.5% 8.2% 8.6% 8.5% Opened 64 new stores in FY2003; store growth of 5% over FY2002 Net Income 237.8 232.3 231.5 231.5 267.1 288.4 % of Net Sales 5.4% 5.0%4.6% 4.8% 5.1% 5.2% Same store sales growth increased by 2.7% and 2.2% in FY2003 over FY2002 for Red Lobster and Olive Garden respectively            Capex318.4 423.3 NA            NA            NA            NA Cash $162.8 $48.6 $36.7 NA            NA            NA Average store sales: Red Lobster $3.7 mm, Olive Garden $3.9 mm Total Debt Outstanding 662.5 658.1 667.8 NA            NA            NA Average size/ store: Red Lobster 6,962 sq ft, Olive Garden 7,685 sq ft Average capacity/ store: Red Lobster 222 seats, Olive Garden 210 seats Market Data EV/ owned store: $3.2 mm Employees: 140,700 Share Price (June 15, 2004) $ 21.25 Share Outstanding160.984 Chairman & CEO: Joe Lee; CFO: Linda Dimopoulos 52 Week Range$18.25-25.60 Equity Market Value$3,420.9 Net Debt 625.1 Enterprise Value $4,046.0 Recent Events            LTM Stock Price Performance June, 2004: Red Lobster introduced “New Light House Menu” low in fat and Price ($) Volume (mm) carbs 27 10 8 May, 2004: Promoted Kim Lopdrup to President of Red Lobster from EVP, 24 6 Marketing after retirement of incumbent Phil Robinson 4 21 May, 2004: Closed 6 Bahama Breeze restaurants 2 180 Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 6 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Landry’s Restaurants Inc. (NYSE: LNY) Houston, Texas Description            Financial Statistics Established:1980; Incorporated: Delaware Fiscal years ending            HistoricalLTMProjected Casual dining segment December end 2001 2002 2003 3/31/2004 2004E 2005E

Net Sales $746.6 $894.8 $1,105.8 $1,131.8 $1,215.7 $1,326.2 Second largest seafood casual dining restaurants chain % Growth 19.8% 23.6% 9.9% 9.1% Owner and operator of total of 286 restaurants: 41 Landry’s Seafood House, 138 EBITDA 85.5 107.0 130.4 139.6 156.0 171.9 Joe’s Crab Shack, 11 The Crab House, 15 Charley’s Crab, 26 Chart House; 29 % of Net Sales 11.5% 12.0% 11.8% 12.3% 12.8% 13.0% Saltgrass Steakhouse, 26 Rainforest Café and others            EBIT 50.8 66.5 81.6 89.1 96.2 106.7 % of Net Sales 6.8% 7.4%7.4% 7.9% 7.9% 8.0% Located in 36 states: primarily company owned; 8 Rainforest Café international Net Income 26.9 41.545.9 49.1 57.5 64.5 stores operational of which 7 are franchisee operated % of Net Sales 3.6% 4.6% 4.2% 4.3% 4.7% 4.9% Primarily located in Texas, California and Florida            Capex 73.5 115.9 162.9 NA            NA            NA Opened 27 new stores in FY2003; store growth of 10.4% over FY2002 Cash $31.1 $13.9 $35.2 NA            NA            NA Total Debt Outstanding 175.0 191.2 301.7 NA            NA            NA z Primary growth vehicle is Joe’s Crab Shack concept Same store sales growth was small in FY2003 over FY2002 Market Data Average store sales: $4.1 mm EV/ owned store: $3.9 mm            Share Price (June 15, 2004) $ 29.04 Average size: 8,000 sq feet; Average capacity: 400 seats            Share Outstanding 27.803 Employees: 25,000 52 Week Range $19.00-34.00 Chairman & CEO: Tilman Fertitta; CFO: Paul West            Equity Market Value$807.4 Net Debt288.7 Enterprise Value$1,096.1 Recent EventsLTM Stock Price Performance No significant events Price ($) Volume (‘000s) 35 1,600 30 1,200 25 800 20 400 15 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 7 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

O’Charley’s Inc. (NYSE: CHUX) Nashville, Tennessee Description            Financial Statistics Established:1984; Incorporated: Tennessee Fiscal years ending            HistoricalLTMProjected Casual dining segment December end200120022003 4/18/20042004E 2005E Net Sales $444.9 $499.9 $759.0 $811.7 $870.3 $966.0 Own and operate 3 concepts: O’Charley’s,Ninety Nine Restaurants & Pubs and % Growth 12.4% 51.8% 14.7% 11.0% Stoney River EBITDA 61.6 72.083.0 82.9 92.2 107.0 Total of 299 all company owned restaurants % of Net Sales 13.8% 14.4% 10.9% 10.2% 10.6% 11.1% EBIT 39.5 46.546.7 44.9 52.2 61.7 206 O’Charley’s in 16 states in South East and Mid west, 87 Ninety Nine % of Net Sales 8.9% 9.3%6.2% 5.5% 6.0% 6.4% Restaurants & Pubs in 7 North East states, 6 Stoney River in South East and Mid Net Income 17.6 26.821.3 20.1 25.2 30.3 West % of Net Sales 4.0% 5.4%2.8% 2.5% 2.9% 3.1% Opened net 33 new stores in FY2003; store growth of 11% over FY2002 Capex 73.5 69.767.6 NA            NA            NA Same store sales growth in FY2003 over FY2002: O’Charley’s (2.5%), Ninety            Cash $6.4 $8.3$9.6 NA            NA            NA            Nine Restaurants & Pubs 1.1% and Stoney River 1.6% Total Debt Outstanding 121.9 132.1 209.6 NA    ;         NA            NA Average store sales: O’Charley’s $2.7 mm, Ninety Nine Restaurants & Pubs $2.8 mm and Stoney River $3.6 mm Market Data Average size/ store: O’Charley’s 6,600 sq ft, Ninety Nine Restaurants & Pubs Share Price (June 15, 2004) $ 17.50 5,800 sq ft Share Out standing 21.213 Average capacity/ store: O’Charley’s 275 seats, Ninety Nine Restaurants & Pubs 190 seats 52 Week Range $13.66-22.60 EV/ owned store: $1.9 mm            Equity Market Value$371.2 Employees: 20,600 Net Debt 191.7 Chairman & CEO: Gregory Burns; CFO: A. Fitzhugh            Enterprise Value $562.9 Recent Events            LTM Stock Price Performance June 2004: Announced resignation of 14 year veteran William “Eddie” Hall as Price ($) Volume (‘000s) Concept President; created a Strategic Planning Group 244,000 3,000 20 2,000 16 1,000 120 Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 8 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Outback Steakhouse Inc. (NYSE: OSI) Tampa, Florida Description            Financial Statistics Established:1987; Incorporated: Delaware Fiscal years ending            HistoricalLTMProjected Casual dining segment December end 2001 2002 2003 3/31/2004 2004E 2005E

Net Sales $2,127.1 $2,362.1 $2,744.4 $2,909.3 $3,331.4 $3,820.5 Operate primarily 2 concepts: Outback and Carrabba’s Italian Grill % Growth 11.0% 16.2% 21.4% 14.7% Total of 1,055 restaurants: company owned 868, affiliates 44 and franchisee 143 EBITDA 264.8 309.7 353.7 372.7 410.9 467.1 % of Net Sales 12.4% 13.1% 12.9% 12.8% 12.3% 12.2% Located in 50 states and 22 countries EBIT 200.0 236.4 268.8 282.8 307.9 352.7 825 Outback: company owned 673, affiliates 13 and franchisee 139 % of Net Sales 9.4% 10.0%9.8% 9.7% 9.2% 9.2% 148 Carabba’s: company owned 119 and affiliates 29 Net Income 124.7 150.8 170.2 176.0 193.6 221.4 % of Net Sales 5.9% 6.4%6.2% 6.0% 5.8% 5.8% Opened 100 new stores in FY2003; store growth of 9.4% over FY2002 Capex 201.0 181.8 194.8 NA            NA            NA Same store sales growth in FY2003 over FY2002: Outback 2.1%, Carrabba’s Cash $136.2 $208.2 $123.7 NA            NA            NA 1.5% Total Debt Outstanding 26.6 31.958.5 NA            NA            NA Average store sales: Outback $3.5 mm, Carrabba’s $3.2 mm Average size/ store: Outback 6,200 sq ft, Carrabba’s 6,600 sq ft Market Data Average capacity/ store: Outback 220 seats, Carrabba’s 230 seats Share Price (June 15, 2004) $ 43.01 EV/ owned store: $3.7 mm Share Outstanding 74.333 Employees: 69,000 52 Week Range $35.52-50.55 Chairman & CEO: Chris Sullivan; CFO: Robert Merritt Equity Market Value $3,196.9 Net Debt14.2 Enterprise Value$3,211.1 Recent Events            LTM Stock Price Performance Jan, 2004: Named Paul Avery as President of OSI. Bob Basham, co-founder Price ($) Volume (‘000s) of OSI and COO, would oversee certain new concepts and serve as advisor 554,000 to Avery 50 3,000 45 2,000 40 35 1,000 300 Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 9 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Rare Hospitality (NASD: RARE) Atlanta, Georgia Description            Financial Statistics Established: 1982; Incorporated: Georgia Fiscal years ending            Historical            LTM            Projected December end 2001 2002 2003 3/28/2004 2004E 2005E Casual dining category Net Sales $520.3 $584.5 $680.8 $717.8 $808.6 $941.4 Owner and franchisor of LongHorn Steakhouse, The Capital Grille and % Growth 12.3% 16.5% 18.8% 16.4% Bugaboo Creek Steakhouse restaurants EBITDA 69.5 79.2 91.9 97.8 107.0 127.0 Total 239 restaurants; primarily company owned restaurants % of Net Sales 13.4% 13.6% 13.5% 13.6% 13.2% 13.5% EBIT 45.4 53.6 64.0 68.7 76.791.1 194 LongHorn Steakhouse in 28 states; Avg Size: 5,400 sq feet; capacity 188 % of Net Sales 8.7% 9.2% 9.4% 9.6% 9.5%9.7% seats; Same store sales increased 4.6% in FY2003 over FY2002; Average Net Income 26.2 33.4 42.3 45.4 50.359.8 store sales: $2.7 mm % of Net Sales 5.0% 5.7% 6.2% 6.3% 6.2%6.4% 17 The Capital Grille in major metropolitan cities in US; Same store sales            Capex 55.5 54.4 76.9 NA            NANA            increased 10.9% in FY2003 over FY2002; Average store sales: $6.5 mm Cash $26.0 $13.7 $20.5 NA            NANA 26 Bugaboo Creek Steakhouse in eastern US; Avg Size: 6,400 sq feet; capacity            Total Debt Outstanding 30.9 22.5 27.6 NA            NA            NA 230 seats; Same store sales increased 2.6% in FY2003 over FY2002; Average store sales: $3.6 mm Market Data Opened 23 new restaurants in FY2003; store growth of 10.6% Share Price (June 15, 2004) $ 26.16 EV/ owned store: $3.8 mm Share Out standing 33.983 Employees: 15,000 52 Week Range $20.52-29.46 Chairman & CEO: Philip Hickey, CFO: W. Benn Equity Market Value$889.0 Net Debt(7.3) Enterprise Value$881.6 Recent Events            LTM Stock Price Performance Price ($) Volume (‘000s) No significant events 30 2,000 28 1,500 26 1,000 24 22 500 20 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 10 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Ruby Tuesday Inc (NYSE: RI) Maryville, Tennessee Description            Financial Statistics Established:1972; Incorporated: Georgia Fiscal years ending            HistoricalLTMProjected Casual dining segment June end2001200220033/2/20042004E2005E Net Sales $782.6 $833.2 $913.8 $1,012.7 $1,046.2 $1,188.7 Total of 657 Ruby Tuesday restaurants: company owned 440, franchisee 217 % Growth 6.5%9.7% 14.5% 13.6% Located in 27 states and D.C.: concentrated in the South East, North East, Mid            EBITDA 121.9 144.6 180.8 265.9 236.2 277.1 Atlantic and Mid West % of Net Sales 15.6% 17.4% 19.8% 26.3% 22.6% 23.3% EBIT 86.9 110.7 134.7 213.1 170.2 199.5 28 international restaurants in Asia Pacific, South and Central America % of Net Sales 11.1% 13.3% 14.7% 21.0% 16.3% 16.8% Opened net 61 new stores in FY2003; store growth of 9.3% over FY2002 Net Income 59.2 58.388.5 104.3 110.0 129.8 Same store sales growth increased by 0.5% in FY2003 over FY2002 % of Net Sales 7.6% 7.0% 9.7% 10.3% 10.5% 10.9% Capex 62.0 110.8 153.4 NA            NA            NA Average store sales: $2.1 mm Cash $10.6 $32.7$8.7 NA            NA            NA Average size/ store: 4,600 –7,000 sq ft Total Debt Outstanding 30.4 8.2 207.7 NA            NA            NA Average capacity/ store: 162 –300 seats EV/ owned store: $4.6 mm Market Data Employees: 33,800 Share Price (June 15, 2004) $ 28.00 Chairman & CEO: Samuel Beall; CFO: Margie Duffy Share O utstanding66.57 52 Week Range $20.87-33.00 Equity Market Value$1,863.8 Net Debt148.0 Enterprise Value$2,011.8 Recent Events            LTM Stock Price Performance Apr, 2004: Added more nutritional items to its six month old “Smart Eating” Price ($) Volume (‘000s) low carb menu 364,000 Apr, 2004: First in the restaurant industry providing nutritional information in 32 3,000 the menu as per recommendations of the FDA’s Obesity Working Group 28 2,000 (“OWG”) 24 1,000 20 0 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q            Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ 11

Jack in the Box (NYSE: JBX) San Diego, California Description            Financial Statistics Established:1951; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected September end 2001 20022003 4/11/2004 2004E 2005E QSR & Casual dining segments Net Sales $1,827.1 $1,949.2 $2,031.7 $2,168.8 $2,270.8 $2,263.2 Owner and franchisor of total of 2,058 restaurants: QSR: Jack in the Box & % Growth 6.7%4.2% 11.8% (0.3%) casual dining: Qdoba Mexican Grill EBITDA 212.5 217.4 185.5 219.1 NA            NA 1,947 Jack in the Box in 31 states: 1,553 company owned and 394 franchise % of Net Sales 11.6% 11.2%9.1% 10.1% operated            EBIT148.3147.1 115.2144.2139.6152.5 % of Net Sales 8.1% 7.5%5.7% 6.6% 6.1% 6.7% 111 Qdoba in 22 states Net Income 84.1 83.073.6 71.4 79.8 86.7 Primarily located in southern and western US % of Net Sales 4.6% 4.3%3.6% 3.3% 3.5% 3.8% Opened 46 new Jack in Box in FY2003; store growth of 2.3% over FY2002 Capex 166.5 142.6 111.9 NA            NA            NA Cash $5.6 $22.4 NA            NA            NA Same store sales declined 1.7% in FY2003 over FY2002 Total Debt Outstanding 250.0 303.1 NA            NA            NA Average store sales: $1.2 mm EV/ owned store: $0.87 mm Market Data Franchisee period: 20 years; Charges royalty 5% of sales Employees: 45,730 Share Price (June 15, 2004) $ 29.82 Share Outstanding 36.490 Chairman & CEO: Robert Nugent; CFO: John Hoffner 52 Week Range $17.06-30.15 Equity Market Value$1,088.1 Net Debt 301.7 Enterprise Value $1,389.8 Recent Events            LTM Stock Price Performance No significant events Price ($) Volume (‘000s) 30 3,000 25 2,000 20 1,000 15 0 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q            Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ 12

McDonald’s (NYSE: MCD) Oak Brook, Illinois Description            Financial Statistics Established:1954; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected December end 20012002 2003 3/31/2004 2004E 2005E Quick Service Restaurant Net Sales $14,870.0 $15,405.7 $17,140.5 $17,740.5 $18,368.5 $19,041.2 Total of 31,129 restaurants: company owned 8,959, affiliates 4,038 and % Growth 3.6% 11.3% 7.2% 3.7% franchisee 18,132 EBITDA 3,985.8 3,879.2 4,296.6 4,582.2 4,855.9 5,134.8 Global same store sales increased by 2.4% and USA same store sales increased % of Net Sales 26.8% 25.2% 25.1% 25.8% 26.4% 27.0% by 6.4% for FY2003 over FY2002 EBIT 2,899.5 2,828.4 3,148.4 3,424.0 3,647.8 3,927.2 % of Net Sales 19.5% 18.4% 18.4% 19.3% 19.9% 20.6% 162 net additions to stores in FY2003; unit growth of less than 1% over FY2002 Net Income 1,636.6992.1 1,508.2 1,655.5 2,164.6 2,343.4 % of Net Sales 11.0%6.4% 8.8% 9.3% 11.8% 12.3% Average store sales: $1.5 mm Capex 1,906.2 2,003.8 1,307.4 NA            NA            NA EV/ owned store: $4.7 mm Cash $418.1 $330.4 $492.8 NA            NA            NA Employees: 418,000 Total Debt Outstanding 8,918.0 9,979.4 9,730.5 NA            NA            NA President & CEO: Charlie Bell; CFO: Matthew Paul Market Data

Share Price (June 15, 2004) $26.68 Share Outstanding1,259.408 52 Week Range $20.40-29.98 Equity Market Value$33,601.0 Net Debt 9,481.3 Enterprise Value $43,082.3 Recent Events            LTM Stock Price Performance May, 2004: Reported highest comparable year to date May sales in 20 years: Price ($) Volume (mm) increased 9.2% over the corresponding period 3025 28 20 May, 2004: Class action suit filed against McDonald’s for failing to disclose 26 15 under performance of its restaurants and misrepresenting information in 2002 24 10 and 2003 22 5 Apr, 2004: Chairman and CEO Jim Cantalupo died suddenly from an heart 20 0 attack            Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 13 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Sonic Corp. (NASD: SONC) Oklahoma City, Oklahoma Description            Financial Statistics Established:early 1950s; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected August end 2001 2002 2003 2/29/2004 2004E 2005E Quick Service Restaurant Net Sales $330.6 $400.2 $445.0 $488.0 $527.2 $592.9 Total of 2,706 drive in restaurants: 497 company owned and 2,209 franchisee % Growth 21.1% 11.2% 18.5% 12.5% operated EBITDA 104.7 124.5 132.2 128.3 131.3 143.6 Same store sales declined marginally in FY2003 over FY2002 % of Net Sales 31.7% 31.1% 29.7% 26.3% 24.9% 24.2% EBIT 80.8 98.4 103.0 97.6 104.5 121.3 159 new additions to stores in FY2003; unit growth of 5.8% over FY2002 % of Net Sales 24.4% 24.6% 23.1% 20.0% 19.8% 20.5% Net Income 39.0 47.7 52.3 56.2 61.9 73.0 Average store sales: $0.8 mm % of Net Sales 11.8% 11.9% 11.8% 11.5% 11.7% 12.3% EV/ owned store: $3 mm            Capex 61.5 50.6 54.4 NA            NA            NA Employees: 288 full time            Cash $7.0 $9.0 $13.2 NA            NA            NA Chairman & CEO: J. Hudson; CFO: W. McLain            Total Debt Outstanding 122.9 122.4 167.5 NA            NA            NA Market Data

Share Price (June 15, 2004) $ 22.87 Share Outstanding59.36 52 Week Range$15.43-25.18 Equity Market Value $1,357.5 Net Debt 155.2 Enterprise Value $1,512.7 Recent Events            LTM Stock Price Performance June, 2004: SONC announced acquisition of 22 franchisee stores in Price ($) Volume (‘000s) Colorado 27 3,000 2,500 Apr, 2004: Declared three for two stock split to make the market price more 24 2,000 attractive for investors and increase liquidity 21 1,500 1,000 Mar, 2004: Committee of Independent Directors cleared the Chairman of the 18 500 alleged conflict of interest. J. Hudson, who is also the Chairman, Oklahoma 15 0 City Public Schools was alleged to have favored Sonic’s business partner, Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 Sodexho for a contract to serve the schools 14 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Wendy’s International (NYSE: WEN) Dublin, Ohio Description            Financial Statistics Established 1969; Incorporated: Ohio Fiscal years ending            Historical            LTM            Projected Quick Service Restaurant and casual dining category December end 2001 2002 2003 3/28/2004 2004E 2005E Net Sales $2,391.2 $2,730.0 $3,148.9 $3,289.6 $3,616.7 $3,915.5 Owner of 3 concepts: Wendy’s, Tim Horton’s and Baja Fresh % Growth 14.2% 15.3% 14.9% 8.3% Total of 6,481 Wendy’s restaurants: 1,465 company owned and 5,016 franchisee            EBITDA 452.9 531.0 561.2 607.7 649.7 708.8 operated % of Net Sales18.9% 19.5% 17.8% 18.5% 18.0% 18.1% EBIT 329.6 388.3 418.4 433.1 469.2 512.8 Total of 2,527 Tim Horton’s restaurants: 2,343 in Canada and 184 in US. Only 57 % of Net Sales 13.8% 14.2% 13.3% 13.2% 13.0% 13.1% were company operated Net Income 193.6 218.8 236.0 244.9 273.5 302.7 Total of 283 Baja Fresh’s Mexican Grill restaurants: 132 company owned and % of Net Sales 8.1% 8.0% 7.5% 7.4% 7.6% 7.7% 151 franchisee operated            Capex 275.7 301.0 330.8 NA            NA            NA Cash $111.1 $171.9 $171.2 NA            NA            NA Located in US and 21 other countries Total Debt Outstanding 655.4 686.5 743.5 NA            NA            NA 597 new additions to stores in FY2003; unit growth of 9.2% over FY2002 Market Data Average same store sales growth in FY2003 over FY2002: Wendy 1%, Horton’s 4.7%, Baja Fresh (4.6%) Share Price (June 15, 2004) $ 35.81 Average store sales: Wendy $1.3 mm            Share Outstanding114.076 Average size/ store: Wendy 2,100 sq ft, Horton’s 2,000 sq ft 52 Week Range$27.37-42.75 EV/ owned store: $2.8 mm            Equity Market Value$4,085.1 Employees: 53,000 Net Debt569.2 Chairman & CEO: John Schuessler; CFO: Kerii Anderson            Enterprise Value$4,654.3 Recent Events            LTM Stock Price Performance June, 2004: Completed renovation of chain of 42 Bess Eaton restaurants in Price ($) Volume (mm) New England to Horton’s. These were acquired about 2 months ago. 45 5 40 4 June, 2004: Sally Webshire appointed COO of Baja Fresh 3 35 2 30 1 250 Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q 15 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ

Yum Brands (NYSE: YUM) Louisville, Kentucky Description            Financial Statistics Established in 1997 by spin off from Pepsi; Incorporated: North Carolina Fiscal years ending            Historical            LTM            Projected Quick Service Restaurant December end 200120022003 3/20/2004 2004E 2005E Net Sales $6,953.0 $7,757.0 $8,380.0 $8,548.0 $8,929.2 $9,492.5 Owns 5 concepts: KFC, Pizza Hut, Taco Bell, Long John Silver (“LJS”) and All % Growth 11.6%8.0% 6.6% 6.3% American Food (“A&W”) EBITDA 1,220.0 1,375.0 1,471.0 1,546.0 1,586.0 1,699.2 Total of 33,199 restaurants: company owned 7,854, affiliates 1,512 and % of Net Sales 17.5% 17.7% 17.6% 18.1% 17.8% 17.9% franchisee 21,471 and licensees 2,362 EBIT886.0 1,005.0 1,070.01,137.01,156.9 1,275.2 % of Net Sales 12.7% 13.0% 12.8% 13.3% 13.0% 13.4% Over 33,000 units in 100 countries including US includes 2,345 multi branded            Net Income 492.0583.0618.0 642.0 701.2 777.2 “2n1” and “3n1” % of Net Sales 7.1%7.5%7.4% 7.5% 7.9% 8.2% Capex 636.0760.0663.0 NA            NA            NA KFC: US 5,524 and international 7,354; Pizza Hut: US 7,523 and international 4,560; Taco Bell: US 5,989 and international 249; LJS: US 1,024 and            Cash $145.0 $157.0 $207.0 NA            NA            NA            international 31; A&W: US 576 and international 183 Total Debt Outstanding 2,248.0 2,445.0 2,066.0 NA   & nbsp;        NA            NA 275 net new additions to stores in FY2003; unit growth of about 1% over FY2002 Market Data Average same store sales growth in FY2003 over FY2002 was negligible in US stores and 14% internationally            Share Price (June 15, 2004) $ 37.38 Share Outstanding 289.406 Average store sales: $0.9 mm EV/ owned store: $1.6 mm 52 Week Range $28.38-40.16 Equity Market Value $10,818.0 Employees: 265,000 Net Debt 1,917.0 Chairman & CEO: David Novak; CFO: David Deno Ente rprise Value $12,735.0 Recent Events            LTM Stock Price Performance Feb, 2004: Pizza Hut became first national pizza company to launch pre Price ($) Volume (mm) packaged salads 405 4 36 3 2 32 1 28 0 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q            Jul-03 Sep-03 Nov-03 Dec-03 Feb-04 Apr-04 Jun-04 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 4) Capital IQ 16

Small Cap Peers

Back Yard Burgers (NASD: BYBI) Memphis, Tennessee Description            Financial Statistics Established: 1986; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected December end 2001 20022003 4/3/2004 2004E 2005E QSR dining category Net Sales $31.1 $34.7$38.8 $39.7 NA            NA Owner and franchisor of Back Yard Burger restaurants % Growth 11.4% 11.9% 132 Back Yard Burger restaurants operating in 17 states including 42 company            EBITDA 3.64.8 4.34.4 NANA            owned and 90 franchise operated respectively; primarily in South eastern United % of Net Sales 11.4% 13.8% 11.1% 11.1% States            EBIT 2.2 2.82.5 2.5 NA            NA % of Net Sales 7.0% 8.1%6.4% 6.3% Opened 13 restaurants in FY2003; store growth of 10.9% over FY2002 Net Income 1.0 1.51.4 1.4 NA            NA z Plans to increase total number to 208 by 2013 % of Net Sales 3.3% 4.3% 3.6% 3.4% Same store sales increased 2.6% in FY2003 over FY2002 Capex 2.8 4.93.3 NA            NA            NA Average store sales: $0.8 mm            Cash $1.7 $1.4$2.3 NA            NA            NA Total Debt Outstanding 5.2 5.95.4 NA            NA            NA EV/ owned store: $3.14 mm Average size: 820-4200 sq ft Market Data Franchisee agreement period 10 years with renewal option for another 5 years Share Price (June 15, 2004) $ 5.85 Charges royalty fee of 4% and advertising contribution of 3% of sales respectively Share Out standing4.832 Employees: 1,000 52 Week Range$4.50-9.98 Chairman & CEO: Lattimore Mitchell; CFO: Michael Webb Equity Market Value$28.3 Ne t Debt2.5 Enterprise Value$30.8 Recent Events            LTM Stock Price Performance May 2004: Terminate Development Agreement with Yum to open multi brand Price ($) Volume (‘000s) restaurants which was signed in 2002 150 8 100 Dec 2003: Signs 6 new agreements for development of 53 additional stores over 7 years 6 50 4 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) No First call estimates available 18

Buffalo Wild Wings (NASD: BWLD) Minneapolis, Minnesota Description            Financial Statistics Incorporated: Minnesota corporation Fiscal years ending            HistoricalLTMProjected December end 2001 20022003 3/28/20042004E 2005E Both QSR and casual dining Net Sales $74.6 $96.1 $126.5$137.1$164.2 $207.1 Owner and franchisor of Buffalo Wild Wings restaurants % Growth 28.9% 31.6%29.8% 26.1% 256 Buffalo Wild Wings restaurants operating in 30 states including 88 company            EBITDA 9.011.5 14.917.019.826.7 owned and 168 franchise operated respectively % of Net Sales12.1% 12.0% 11.8%12.4%12.1% 12.9% EBIT 4.9 6.07.99.610.615.1 z 76 of these are located in Ohio % of Net Sales 6.6% 6.2%6.2%7.0%6.5%7.3% Opened 15 company owned and 36 franchisee restaurants in FY 2003; store            Net Income 2.7 3.14.55.87.09.2 growth of 24.9% over FY2002 % of Net Sales3.6%3.2%3.6%4.2%4.3%4.5% Capex 6.4 9.610.7NANANA z Long term focus to become a chain of 1,000 restaurants. Plans to open 20 company owned and 45 franchisee restaurants            Cash $6.0 $52.0 NA            NA            NA Same store sales increased 5.2% in FY2003 over FY2002 Total Debt Outstanding 9.40.0NANANA Alcoholic beverages comprise 29.9% of sales. Chicken wings constitute 29% of Market Data sales; 11% of the revenues is from royalties earned from franchises Average store sales: $1.5-1.8 mm            Share Price (June 15, 2004) $ 27.71 EV/ owned store: $2.21 mm            Share Outstanding 8.434 Average size: 5,500 sq ft 52 Week Range $17.00-34.82 Employees: 3,380 people            Equity Market Value $233.7 Charges royalty fee of 5% and advertising contribution of 3% of sales            Net Debt (41.1) respectively Enterprise Value $192.6 President and CEO: Sally Smith; CFO: Mary Twinem Recent Events            LTM Stock Price Performance June, 2004: Announces restricted stock grants to 50 management Price ($) Volume (‘000s) employees 35 3,000 Nov 2003: IPO of BWLD 30 2,000 25 1,000 20 0 Note: 1) All fig in $million other than stock price 2) Source: Company 10K/10Q            Nov-03 Dec-03 Jan-04 Mar-04 Apr-04 May-04 Jun-04 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 19

Champps Entertainment Inc. (NASD: CMPP) Littleton, Colorado Description            Financial Statistics Established: 1984; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected June end 2001 20022003 3/28/2004 2004E 2005E Casual dining category Net Sales $133.3 $158.5 $180.7 $204.4 $211.8 $244.8 Owner and franchisor of Champps restaurants % Growth 18.9% 14.0% 17.2% 15.6% 56 Champps restaurants operating in 21 states including 44 company owned            EBITDA 13.2 13.814.4 18.5 20.1 23.4 and 12 franchise operated respectively % of Net Sales 9.9% 8.7% 8.0% 9.0% 9.5% 9.6% EBIT 7.6 7.46.3 8.8 7.0 10.8 Opened 7 new restaurants in FY2003; store growth of 14.3% over FY2002 % of Net Sales 5.7% 4.7%3.5% 4.3% 3.3% 4.4% z Open 6-8 restaurants in 2004 Net Income 13.5 5.1 2.9 4.3 5.7 7.5 25-30% of these restaurants will be opened in new markets % of Net Sales 10.2% 3.2%1.6% 2.1% 2.7% 3.1% z Capex 15.2 17.324.5 NA            NA            NA Same store sales decreased 1.6% in FY2003 over FY2002 Cash $1.3 $4.6$5.1 NA            NA            NA Average store sales: $4.9 mm Total Debt Outstanding 15.8 21.828.6 NA            NA            NA EV/ owned store: $3.1 mm Average store size: 7,500-12,000 sq ft; capacity: 217-360 seats Market Data Alcoholic beverages: 20.5% of sales

Share Price (June 15, 2004) $ 9.15 Employees: 5,270 Share Outs tanding12.946 Chairman & CEO: William Baumhauer; CFO: Fredrick Dreibholz 52 Week Range$4.50-9.98 Equity Market Value$118.5 Net Debt 17.9 Enterprise Value $136.4 Recent Events            LTM Stock Price Performance June, 2004: Named as among the “Hot Growth Companies” by Business Price ($) Volume (‘000s) Week 10 3,000 8 2,000 6 1,000 4 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 20

Checkers Drive in Restaurants (NASD: CHKR) Tampa, Florida Description            Financial Statistics Established: 1986; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected QSR dining category December end 2001 20022003 3/22/2004 2004E 2005E Net Sales $161.6 $179.0 $190.3 $190.2 $189.5 $204.8 Owner and franchisor of Checkers and Rally’s Hamburgers restaurants % Growth 10.8%6.3% (0.4%) 8.1% 784 restaurants operating in 25 states & District of Columbia including 222 EBITDA 15.5 13.722.8 23.5 25.9 28.6 company owned and 562 franchise operated respectively % of Net Sales 9.6% 7.6% 12.0% 12.4% 13.7% 14.0% EBIT 6.4 (0.6)15.6 16.2 18.7 19.8 405 Checkers in 20 states; 379 Rally’s in 17 states % of Net Sales 4.0% (0.4%) 8.2% 8.5% 9.9% 9.7% No net additions of restaurants in FY2003 Net Income 3.7 (2.2)8.7 9.3 10.8 13.7 % of Net Sales 2.3% (1.2%) 4.6% 4.9% 5.7% 6.7% Same store sales increased 7.6% in FY2003 over FY2002 Capex 4.9 7.512.6 NA            NA            NA Average store sales: $0.74 mm Cash $10.6 $18.1 $17.7 NA            NA            NA EV/ owned store: $0.68 mm Total Debt Outstanding 36.9 31.028.0 NA            NA            NA Average size: 760-980 sq ft Franchisee period: 20 years Market Data Charges royalty fee of 4% of sales Share Price (June 15, 2004) $ 10.79 Employees: 4,300 Share Outstanding12.916 CEO & President: Keith Siroris; CFO: S. Plumley 52 Week Range$8.15-12.70 Equity Market Value$139.4 Net Debt 10.6 Enterprise Value $150.0 Recent Events            LTM Stock Price Performance Price ($) Volume (‘000s) May 2004: Increases repurchase program by 0.5 mm shares. In March, 2003, 14 1,500 CHKR had announced 1.2 mm share repurchase program in open market or privately negotiated transactions 121,000 10 500 8 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15 2004 4) IBES estimates 2004 & 2005 21

Famous Dave’s America Inc (NASD: DAVE) Eden Prairie, Minnesota Description            Financial Statistics Established:1994; Incorporated: Minnesota Fiscal years ending            Historical            LTM            Projected Casual dining segment December end 2001 20022003 3/28/2004 2004E 2005E Net Sales $87.7 $90.8 $97.7 $97.4 $95.6 $102.1 Owner and franchisor of Famous Dave; 3 different style restaurants: % Growth 3.6%7.6% (2.2%) 6.8% “Northwood” style lodge, “shack” & Blues Club EBITDA 10.4 8.26.1 8.7 NA            NA 92 Famous Dave restaurants operating in 23 states including 38 company % of Net Sales 11.9% 9.0%6.2% 8.9% owned and 54 franchise operated respectively. Plans to develop another 163 EBIT 6.0 3.6 1.2 4.0 6.0 8.2 franchisees % of Net Sales 6.8% 3.9% 1.3% 4.1% 6.2% 8.0% Net Income 8.0 (1.5)(0.6) (3.1) 2.5 3.9 Opened 19 new stores in FY2003; store growth of 26% over FY2002 % of Net Sales 9.1% (1.6%) (0.6%) (3.2%) 2.6% 3.8% Same store sales decreased 3% in FY2003 over FY2002 Capex 6.2 9.54.3 NA            NA            NA Average store sales: $2.3 mm            Cash $7.4 $9.5 $10.0 NA            NA            NA Total Debt Outstanding 16.2 18.417.7 NA            NA            NA EV/ owned store: $2.74 mm Average store size: 5,100-5,900 sq ft; capacity: 150-270 seats Market Data Average guest check: $13 Charges royalty of 5% of sales            Share Price (June 15, 2004) $ 7.75 Employees: 2,100 Share Outstanding 12.680 President & CEO: David Gornkin; CFO: Diana Purcel 52 Week Range $3.90-9.10 Equity Market Value $98.3 Net Debt6.1 Enterprise Value$104.3 Recent Events            LTM Stock Price Performance June 2004: Repurchased 0.2 mm shares from founder & former Chairman, Price ($) Volume (‘000s) Dave Anderson at a $7.8/share at 5% discount to market price 9 600 8 May 2004: Enters into franchisee agreements for 9 restaurants in Wichita, 400 7 Kansas and Oklahoma; Announces share repurchase program through open 6 market or privately negotiated transactions 200 5 Jan, 2004: Enters nine store development agreement with Concord B Que 4 0 corp            Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 22 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q 3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005

Main Street & Main Inc. (NASD: MAIN) Phoenix, Arizona Description            Financial Statistics Established: 1988; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected Casual dining category; Franchisee of TGIF;Owner of restaurant chains: December end 2001 2002 2003 3/29/2004 2004E 2005E Bamboo Club, Redfish Seafood            Net Sales $211.8 $220.2 $224.5 $226.0 NA            NA % Growth 3.9% 2.0% Current total of 71 restaurants in 11 states; Arizona, Nevada, Kansas, California, New Mexico, Florida, Missouri, Ohio, Illinois, North Carolina and            EBITDA 16.2 13.0 13.6 14.5 NA            NA % of Net Sales 7.6% 5.9% 6.1% 6.4% Pennsylvania EBIT 6.5 4.6 4.6 4.9 NA            NA World’s largest franchisee of TGIF with 54 restaurants % of Net Sales 3.1% 2.1% 2.1% 2.2% Owns and operates 12 Bamboo Club Bistro & 4 Redfish Seafood restaurants, Net Income (0.1) (8.6) 0.1 0.1 NA            NA            Pacific rim and New Orleans cuisine respectively % of Net Sales(0.1%) (3.9%) 0.0% 0.1% Operates under license Alice Cooper in Cleveland            Capex 14.0 18.5 10.3 NA             NA            NA Opened 5 new stores in FY2003; store growth of 7.5% over FY2002; Same            Cash $9.5 $5.6 $4.6 NA            NA            NA            store sales increased 1.1% in FY2003 over FY2002 Total Debt Outstanding 50.2 55.5 51.7 NA      &nbs p;     NA            NA Average store Sales: TGIF: $3.4 mm; Bamboo: $2.4 mm; Redfish: $2.2 mm Market Data EV/ owned store: $1.1 mm TGIF: Average store size: 7,000 sq ft; capacity: 210 seats plus 30 bar seats Share Price (June 15, 2004) $ 1.98 Redfish: Average store size: 6,500 sq feet; capacity: 250 seats plus 25 bar            Share Outstanding 14.642 seats 52 Week Range $1.65-4.45 TGIF requires advertising contribution of 4% of MHG sales Equity Market Value $29.0 Alcoholic beverages constitute 25% & 36% of revenues in TGIF & other Net Debt 45.7 restaurants respectively Enterprise Value $74.7 Employees: 5,400; Management: CEO: William Schrader; CFO: Michael Garnreiter Recent Events            LTM Stock Price Performance April 1, 2004: President, William Schrader succeeds Bart Brown as CEO of Price ($) Volume (‘000s) the firm 4 1,000

3 800 600 3 400 2 200 2 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) No First call estimates available 23

Meritage Hospitality Group Inc. (AMEX: MHG) Grand Rapids, Michigan Description            Financial Statistics Established: 1996; Incorporated: Michigan Fiscal years ending            Historical            LTM            Projected Both QSR and casual dining restaurants categories November end 2001 2002 2003 2/29/2004 2004E 2005E Net Sales $38.4 $46.0 $48.5 $50.0 NA            NA Franchisee of: Wendy’s & O’Charley’s % Growth 19.8% 5.6% Current total of 47 restaurants in Western and Southern Michigan            EBITDA 3.1 5.1 4.9 5.0 NA            NA % of Net Sales 8.2% 11.2% 10.1% 9.9% Operates 47 Wendy’s ; 75% of the properties owned by the company EBIT 1.2 2.5 1.9 1.9 NA            NA Opened 3 new stores in FY2003; store growth of 6.8% over FY2002. % of Net Sales 3.1% 5.5% 3.8% 3.7% Same store sales declined 6.9% in FY2003 over FY2002 Net Income (0.2) 0.3 (0.7) (0.7) NA            NA % of Net Sales (0.6%) 0.7% (1.4%) (1.4%) Average store sales: $1.04 mm Capex 11.4 11.9 6.2 NA            NA            NA EV/ owned store: $1.24 mm Cash $1.7 $0.9 $0.8 NA            NA            NA Average store size: 2,300 sq ft; seating: 90-130 Total Debt Outstanding 24.2 32.3 35.6 NA            NA            NA Franchisee period: 23-29 years with renewable option Market Data Requires advertising contribution of 4% of MHG sales Becoming the first franchisee for O’Charley’s Inc., a casual dining chain which Share Price (June 15, 2004) $ 4.96 operates in South East and Mid west Share Outstanding 5.513 Employees: 1,700 52 W eek Range $4.02-5.28 Management: CEO: Robert Schermer; CFO: William Badgerow Equity Market Value $27.3 Net Debt 30.9 Enterprise Value$58.3 Recent Events            LTM Stock Price Performance Dec 2003: Became O’Charley’s franchisee; executes exclusive multi-store Price ($) Volume (‘000s) development agreement; Agreement requires MHG to open 15 restaurants 6 60 over the next 7 years 5 40 5 20 4 4 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) No First call estimates available 24

Morgan’s Foods (AMEX: MR) Beachwood, Ohio Description            Financial Statistics Incorporated: Ohio Fiscal years ending            Historical            LTM            Projected QSR category February end 2002 20032004 2/29/2004 2005E 2006E

Net Sales $84.9 $82.3 $81.7 $81.7 NA            NA Franchisee of KFC, Taco Bell and Pizza Hut % Growth (3.1%) (0.7%) Current total of 102 restaurants in 6 states: 16 Ohio; 60 Pennsylvania; 15 EBITDA 9.82.9 7.97.9 NA            NA            Missouri; 2 Illinois; 7 W Virginia; 2 NY % of Net Sales 11.5% 3.5% 9.7% 9.7% EBIT 5.9 4.14.3 4.3 NA            NA 75 KFC, 7 Taco Bell, 15 KFC/Taco Bell, 3 Taco Bell/Pizza Hut and 2 % of Net Sales 7.0% 5.0%5.2% 5.2% KFC/Pizza Hut two-in-ones Net Income 0.8 (0.6)(0.7) (0.7) NA            NA No new restaurants opened in FY2004 % of Net Sales 1.0% (0.8%) (0.8%) (0.8%) Capex 0.9 2.11.2 NA            NA            NA Same store sales declined 1.2% in FY2004 over FY2003 Cash $4.9$4.7 NA            NA            NA Average store sales: $0.8 mm Total Debt Outstanding 49.1 49.346.6 NA            NA            NA EV/ owned store: $0.46 mm KFC: Royalty 4% and advertising spend of 5.5% of gross revenues Market Data Taco Bell & Pizza Hut: Royalty 5.5% and advertising spend of 4.5% of gross revenues            Share Price (June 15, 2004) $ 1.65 Franchisee period: 20 years            Share Outstanding 2.724 Employees: 1,900 52 Week Range $1.30-2.50 Chairman & CEO: Leonard Stein-Stapir, CFO: Kenneth Hignett            Equity Market Value $4.5 Net Debt 42.2 Enterprise Value $46.7 Recent Events            LTM Stock Price Performance No significant events Price ($) Volume (‘000s) 3 40 3 30 2 20 2 10 1 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) No First call estimates available 25

Worldwide Restaurant Concepts, Inc. (NYSE: SZ) Sherman Oaks, California Description            Financial Statistics Established: 1991; Incorporated: Delaware Fiscal years ending            Historical            LTM            Projected April 30 20012002 2003 2/1/2004 2004E 2005E

Both casual dining and QSR categories Net Sales $245.3 $267.2 $293.5 $330.8 $345.3 $364.9 Owner and franchisor of Sizzler and Pat & Oscar; also KFC franchisee % Growth 8.9% 9.8% 17.6% 5.7% Operates and franchises 317 Sizzler restaurants in Australia, NZ, Asia, Latin EBITDA 16.7 17.3 24.4 25.0 NA NA            America & USA; 231 in 17 states in US: 64 owned and 167 franchisee % of Net Sales 6.8% 6.5% 8.3% 7.6% operated; 13 franchisee in Latin America; 29 owned in Australia & NZ; 44 EBIT 7.4 7.9 13.0 12.6 11.2 15.0 franchisee in Asia % of Net Sales 3.0% 3.0% 4.4% 3.8% 3.2% 4.1% Net Income 2.7 4.57.75.43.97.6 z Average store size: 5,500 sq ft; capacity: 150-200 seats; Average store % of Net Sales 1.1% 1.7%2.6%1.6%1.1%2.1% sales: $0.454 mm; Same store sales declined 1.8% in US over FY2002 Capex 18.9 11.816.5NANANA Acquired 21 Pat & Oscar’s restaurants in 2000 in South California & Arizona Cash $17.8 $28.0$28.4NANANA z Average store size: 6,000 sq ft; capacity: 200-250 seats; Average store            Total Debt Outstanding 26.0 29.3 25.4 NA            NA            NA            sales: $2.3 mm; Same store sal es declined 3.2% over FY2002 Operates 110 KFC restaurants only in Australia Market Data z Average store size: 1,875-2,250 sq ft; capacity: 20-65 seats Share Price (June 15, 2004) $ 3.25 z Franchise period: 1-16 years Share Outstanding 28.130 z Average store sales: $0.93 mm; Same store sales increased 8% 52 Week Range $2.58-4.01 z Average guest check: $5.75 Equity Market Value $91.4 Revenue Mix: Sizzler 49%; KFC: 35%; Pat & Oscar: 16% Net Debt 13.9 EV/ owned store: $0.47 mm Enterprise Value $105.3 Employees: 8,450; President & CEO: Charles Boppell; CFO: Keith Wall Recent Events            LTM Stock Price Performance May, 2004: Opens new “showcase” Sizzler restaurant in Northern California Price ($) Volume (‘000s) 4 800 May, 2004: Opens new Pat & Oscar restaurant in San Bernardino, California 4 600 3 400 3 200 2 0 Jun-03 Aug-03 Oct-03 Dec-03 Feb-04 Apr-04 Jun-04 Note: 1) All fig in $ million other than stock price 2) Source: Company 10K/10Q
3) Factset Closing Stock Price as of June 15, 2004 4) IBES estimates 2004 & 2005 26

Large Cap Research

Large Cap Research Applebee’s International, Inc. (NASD: APPB) Stock Price (June 15, 2004) $25.53 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS June 2004 comparable store sales growth best in the industry 12 month Upside/(Downside) Firm            Date            Recommendation Target Price to Stock Price z Ribs continue to perform while new Weight Watchers menu contributes CSFB            July 6, 2004 Outperform $32.00 25.3% additional revenues RBC Capital Markets June 29, 2004 Sector Perform 29.00 13.6 Carside-To-Go initiative continues to grow and now contributes about 9% of            Oppenheimer            June 22, 2004 Buy 32.00 25.3 revenues CIBC World Markets May 25, 2004 Sector Outperformer 28.00 9.7 Fixed price contracts expected to limit the adverse effect of increase in commodity            UBS            May 25, 2004 Buy 31.33 22.7 prices Average Target Price $30.47 19.3% Note: Price targets adjusted for dates prior to three for two split on June 16, 2004 Brinker International Inc. (NYSE: EAT) Stock Price (June 15, 2004) $35.76 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Weaker than expected Chili’s May, 2004 comparable store sales growth. Chili’s 12 month Upside/(Downside) weak sales are partly due to Applebee’s competition, decreased advertising and Firm            Date Recommendation Target Price to Stock Price heavy rain in key markets UBS            June 3, 2004 Buy 2 $43.00 20.2% However, Chili’s is expected to be a strong player on a long term basis with            CIBC World Markets June 3, 2004 Sector Performer 40.00 11.9 competitive pricing, diverse menu, popular family dining location and strong            CSFB            June 2, 2004 Neutral 34.00 (4.9) curbside-to-go initiative JPMorgan            June 2, 2004 Overweight            NA            NA Smith Barney            June 2, 2004 Hold 43.00 20.2 Chili’s as a youthful brand continues to appeal to younger demographics Average Target Price $40.00 11.9% Chili’s has the potential to add about 600 units in US markets Positioned well to capitalize on the low “carb” trend Macaroni Grill continues to struggle with decline in comparable store sales Expected to conduct a stock repurchase with the recently issued $300 mm of senior debt and $100 mm of cash balances 28 Sources: 1) Wall Street Research estimates

Large Cap Research Darden Restaurants, Inc. (NYSE: DRI) Stock Price (June 15, 2004) $21.25 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Ongoing efforts to stem declining comparable store sales at Red Lobster. However, 12 month Upside/(Downside) turn around is still estimated to be a few quarters away Firm Date Recommendation Target Price to Stock Price RBC Capital Markets June 24, 2004 Outperform $33.00 55.3% Recent deceleration in Olive Garden comparable store sales has compounded CIBC World Markets June 23, 2004 Sector Underperformer 25.00 17.6 worries            Piper Jaffray June 23, 2004Underperform19.00 (10.6) Bahama Breeze’s new lunch foods selection have positively impacted same store            Prudential            June 23, 2004 Neutral 24.00 12.9 sales for three consecutive quarters            Smith Barney            June 22, 2004 Hold 26.00 22.4 Strong profit growth from better margins due to decline in sea food costs and tighter Average Target Price $25.40 19.5% control of SG&A Expenses from the opening of 30-40 new Smokey Bones stores in 2005 will put pressure on earnings Landry’s Restaurants Inc. (NYSE: LNY) Stock Price (June 15, 2004) $29.04 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS LNY has been quoted by one of the analysts to be a “A Recipe for success” 12 month Upside/(Downside) Firm            Date            Recommendation Target Price to Stock Price Highest comparable store sales growth among its peers            Oppenhiemer            April 28, 2004Buy $39.00 34.3% SG Cowen & CoApril 28, 2004Strong Buy            NANA Solid execution strategy leading to increase in store margins Trades as lower P/E multiple relative to peers Margins have not been hurt by commodity costs Average Target Price $39.00 34.3% z Its seafood concepts took advantage of historically low shrimp costs in Q1 2004 Sources: 1) Wall Street Research estimates 29

Large Cap Research O’Charley’s Inc. (NASD: CHUX) Stock Price (June 15, 2004) $17.50 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS “To Go” sales continue to be strong 12 month Upside/(Downside) Firm            Date            Recommendation Target Price to Stock Price New “Bold Flavor” promotional initiatives, including new menu items, and Combo Morgan Keegan            June 29, 2004 Market perform            NA            NA pricing may benefit sales in the near future and offset higher food costs (a) Wachovia Securities June 25, 2004Outperform $22.00 25.7% Continued rise in food costs, particularly chicken, may adversely impact earnings            Raymond James            June 25, 2004Strong Buy 25.00 42.9 Oppenheimer            June 25, 2004 Neutral            NA        &nb sp;   NA William Hall, president of CHUX, resigned on June 25, 2004 Average Target Price $23.50 34.3% (a): Value for target price is the midpoint of a $21-$23 range presented in the research report Outback Steakhouse (NYSE: OSI) Stock Price (June 15, 2004) $43.01 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS

Outback concept comparable store sales growth below expectations in May 2004 12 month Upside/(Downside) Firm Date Recommendation Target Price to Stock Price Secondary concept, like Carrabba’s, trends were sluggish as well in May 2004 SG Cowen            July 1, 2004Buy            NANA Sales growth of other smaller concepts was impressive            CIBC World Markets July 1, 2004 Sector Outperformer $50.0016.3% JPMorgan            July 1, 2004 Neutral            NA            NA Higher absolute check sold to a middle income consumer makes it more susceptible CSFB            July 1, 2004Neutral 39.00(9.3) to increase in gas prices Smith Barney            April 20, 2004Hold 51.0018.6 Outback concept may benefit from low “carb” trend as it favors proteins (like steak) Average Target Price $46.678.5% although the trend may be adverse for Carrabba Sources: 1) Wall Street Research estimates 30

Large Cap Research Rare Hospitality Group (NASD: RARE) Stock Price (June 15, 2004) $26.16 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Comparable store sales growth continues to be the best among casual dining 12 month Upside/(Downside) Firm Date Recommendation Target Price to Stock Price Low “carb” diets are helping to increase average beef consumption at RARE Prudential            June 13, 2004Overweight $32.0022.3% concepts RBC Capital Markets June 2, 2004Outperform 32.00 (a) 22.3 Controlled spending has helped offset rising food costs. Hedged against chicken Wachovia            April 22, 2004 Market Perform 28.509.0 and pork prices till end of 2004 SG Cowen            April 22, 2004 Buy            NA            NA Raymond James            April 22, 2004 Market Perform            NANA Key productivity metrics at Long Horn stores are improving, including average sales, operating margins and return on equity Average Target Price $30.83 17.9% Operationally focused, conservative and proven management team who have had (a): Value for target price is the midpoint of a $27-$30 range presented in the research report experience in turning around the company Ruby Tuesday (NYSE: RI) Stock Price (June 15, 2004) $28.00 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Strong margin performance in Q1 2004 due to tighter cost controls and higher Curb 12 month Upside/(Downside) Side To-Go sales Firm            Date            Recommendation Target Price to Stock Price Morgan Keegan            June 3, 2004 Outperform            NANA Roll out of expanded “Smart Eating” Initiatives: additional menu offerings coupled with nutritional information on all items in the menu            Legg Mason            April 30, 2004Buy $39.00 39.3% Bear Stearns            April 7, 2004 Peer Perform New marketing team has launched initiatives to strengthen marketing and operating            SG Cowen            April 7, 2004 Accumulate            systems Launched Curb Side To Go in fall 2003. This segment has grown rapidly to about Av erage Target Price $39.00 39.3% 6% of current sales More potential for comparable store sales growth particularly from pricing and ramp up of to-go sales Steady increase in number of stores especially franchisee operated stores Sources: 1) Wall Street Research estimates 31

Large Cap Research Jack in the Box Inc. (NYSE: JBX) Stock Price (June 15, 2004) $29.82 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Recent efforts to reposition the brand through food, service and facility initiatives 12 month Upside/(Downside) are expected to drive earnings growth to about 15% over the next 3-5 years Firm Date Recommendation Target Price to Stock Price RBC Capital Marketes May 13, 2004 Outperform $42.00 40.8% New, healthy menu items, such as salads and Pannidos sandwiches, are helping to Wachovia Securities May 12, 2004 Outperform 35.50 (a) 19.1 drive strong comparable store sales growth Bear Stearns            May 12, 2004 Underperform            NA            NA Additional healthy menu items are expected to help JBX reach out to older and more health oriented consumers Average Target Price $38.75 29.9% (a): Value for target price is the midpoint of a $33-$38 range presented in the research report McDonald’s (NYSE: MCD) Stock Price (June 15, 2004) $26.68 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Strong growth in comparable May sales across all segments including the US 12 month Upside/(Downside) where industry growth was weak; exceeded market expectations Firm Date Recommendation Target Price to Stock Price UBS            June 8, 2004 Buy 2 $35.00 31.2% Expected continued strengthening in US and Europe and improved operating Morgan Stanley            June 7, 2004 Equal Weight            NA            NA margins JPMorgan            June 7, 2004 Overweight            NA            NA Weak dollar has further led to increased earnings            CSFB            June 7, 2004 Outperform 35.00 31.2 Smith Barney            June 2, 2004 Buy (1) 34.00 27.4 “MCD seems to best positioned in periods of rising inflation” Average Target Price $34.67 29.9% “Big Mac Meal Tracks,” a promotion to distribute Sony digital music tracks along with Big Macs, may further boost revenue growth Sources: 1) Wall Street Research estimates 32

Large Cap Research Sonic Corp. (NYSE: SONC) Stock Price (June 15, 2004) $22.87 INVESTMENT HIGHLIGHTSANALYST RECOMMENDATIONS Strong June 2004 growth in comparable store sales driven by higher traffic and 12 month Upside/(Downside) marginal rise in average check Firm Date Recommendation Target Price to Stock Price RBC Capital Markets June 30, 2004 Sector Perform $25.00 9.3% Breakfast menu roll out program completed in summer of 2003; now contributes OppenheimerJune 29, 2004 Buy 29.0026.80 10% of system wide sales Bear StearnsJune 29, 2004Peer Perform            NANA Continued focus on improving service and customer experience at the stores            SG CowenJune 29, 2004 Neutral            NANA New promotions like “Sonic Nites,” an extended hours program featuring after dinner ice cream and drinks in the summer, will further boost sales Average Target Price $27.00 18.1% Higher commodity prices like dairy products expected to adversely affect margins SONC striving to close the $100,000 sales gap between its company owned and franchisee stores Wendy’s International Inc. (NYSE: WEN) Stock Price (June 15, 2004) $35.81 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Consumers will continue to gravitate towards Wendy’s higher quality food and 12 month Upside/(Downside) better service as compared to peers Firm Date Recommendation Target Price to Stock Price CIBC            July 2, 2004 Sector Outperformer $44.00 22.9% Wendy’s growth in comparable store sales are expected to slow while Tim Horton’s Prudential            July 1, 2004 Overweight 46.00 28.5 comparable store sales growth are expected to remain strong CSFB July 1, 2004 Outperform 46.00 28.5 z McDonald’s new healthy menu and extended restaurant operating            Morgan Stanley July 1, 2004 Equal-Weight 38.00 6.1 hours by McDonald’s and Taco Bell are impacting Wendy’s sales            Smith Barney June 27, 2004 Hold 40.00 11.7 Average Target Price $42.80 19.5% Tim Horton’s concept is performing exceptionally well and will provide strength for WEN’s bottom line while Wendy’s rebuilds Wendy’s is planning to launch new healthy menu options, including Meals for Carb Counters to compete with other QSR concepts Contracted chicken costs will help offset increasing commodity costs Sources: 1) Wall Street Research estimates 33

Large Cap Research Yum! Brands Inc. (NYSE: YUM) Stock Price (June 15, 2004) $37.38 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Continued weakness in comparable store sales growth at KFC 12 month Upside/(Downside Firm            Date            Recommendation Target Price to Stock Price Sales above expectations at Pizza Hut Morgan Stanley            June 17, 2004 Overweight            NA            NA (a) Prudential            June 17, 2004 Neutral $40.00 7.0% Sales continue to be flat at Taco Bell Wachovia            June 17, 2004 Outperform 46.00 23.1 International sales rose in local currencies. Increases in Asia sales are attributed to            CSFB            June 17, 2004 Outperform 44.00 17.7 the abating SARS crisis            CIBC            June 17, 2004 Sector Performer 42.00 12.4 Average Target Price $43.00 15.0% High cheese commodity prices showing signs of moderation Higher franchisee base cushions the impact of higher commodity prices (a): Value for target price is the midpoint of a $44-$48 range presented in the research report

Sources: 1) Wall Street Research estimates 34

Small Cap Research

Small Cap Research Buffalo Wild Wings (NASD: BWLD) Stock Price (June 15, 2004) $27.71 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Well positioned Grill & Bar player: Expected to increase market share within this 12 month Upside/(Downside) segment aided by distinct multi-media entertainment, modest prices and inviting Firm Date Recommendation Target Price to Stock Price neighborhood ambience            RBC Capital June 14, 2004 Outperform $40.00 44.4% SG Cowen April 23, 2004 Buy NA NA Strong comparable store sales growth based on menu improvements and convenient usage Improving unit level economics Average Target Price $40.00 44.4% Seasoned management team that has won several coveted awards including Multi-Unit Food Service Operators’ Golden Chain Award in 2003 Checkers Drive in Restaurants (NASD: CHKR) Stock Price (June 15, 2004) $10.79 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Strong comparable store sales growth attributed to effective ad campaign and good 12 month Upside/(Downside) service Firm            Date            Recommendation Target Price to Stock Price Roth Capital Partners April 23, 2004 Buy $16.50 52.9% Have reduced costs and cleaned up balance sheet Store expansion is expected to be the key determinant for growth in future. CHKR is estimated to add 3-4 new stores per year (about 4% unit growth over FY2003) Management has not shared CHKR’s growth strategy with investors Average Target Price $16.5052.9% Sources: Wall Street Research 36

Small Cap Research Famous Dave’s America (NASD: DAVE) Stock Price (June 15, 2004) $7.75 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Increase in franchisee income driven by increased franchisee openings in newer markets 12 month Upside/(Downside) FirmDateRecommendation Target Price to Stock Price Increase in revenues to be partly offset by expected decline in comparable store            RBC Capital Markets June 1, 2004 Out Perform$12.0054.8% sales Continued improvement in operating margins while facing higher commodity prices Average Target Price $12.0054.8% Worldwide Restaurant Concepts (NYSE: SZ) Stock Price (June 15, 2004) $3.25 INVESTMENT HIGHLIGHTS            ANALYST RECOMMENDATIONS Significant decline in Pat & Oscar’s comparable store sales primarily due to high gasoline prices 12 month Upside/(Downside) Firm            Date            Recommendation Target Price to Stock Price z It is estimated that it will take another 2 years for the restaurants’ sales     &nb sp;      Roth Capital Partners July 2, 2004 Neutral $3.75 15.4% trend to stabilize Sales from the restaurants in Australia boosted by a weaker US dollar Price increases are being implemented in Sizzler USA and Pat & Oscar Average Target Pric e $3.75 15.4% Margins are adversely affected by increases in commodity prices primarily beef Sources: Wall Street Research 37

Burger King and Chili’s Case Studies

Select Recent Burger King Franchise Case Studies AmeriKing Corporation (“AmeriKing”) SITUATION OVERVIEWFINANCIAL INFORMATION ($in millions) AmeriKing filed for bankruptcy protection on December 4, 2002 and has been in the process of liquidating its assets. FYE Dec. 31,1999 2000 2001 LTM as of 7/1/02 On November 25, 2003 Core Value Partners announced the acquisition of 127 of            Revenue $395.9 $397.7 $379.1 $370.4 AmeriKing’s franchises in the greater Chicago area. EBITDA 40.1 13.6 (7.3) (10.1) On December 10, 2003 Fire Grill LLC acquired units in Cincinnati. In January of 2003 OceDon Companies acquired several Colorado franchises. EBIT 22.3 (5.1) (24.9) (23.8) On June 7, 2004 the U.S. Bankruptcy Court judge announced that AmeriKing was left with no options but to convert to Chapter 7 Bankruptcy. NI^(a) 0.8 (19.0) (51.1) (52.0) (a) FY 2001 Net Income number excludes extraordinary loss of $2.9 million associated with early retirement of debt COMPANY DESCRIPTION CORE VALUE PARTNERS (“CV PARTNERS”)^(a) AmeriKing, based in Westchester, Illinois was founded in 1994 and has grown On November 25, 2003 Core Value Partners, an investment group, received rapidly to become one of the largest owners and operators of Burger King bankruptcy court approval for an auction bid to purchase 131 Burger King units. franchises. Prior to its December 2002 Chapter 11 filing, AmeriKing owned over Investors paid $13.2 million in cash, assumed $1.25 million in debt and purchase 329 restaurants. The company’s restaurants were located throughout the Midwest about $750,000 in inventory. CV Partners paid only ~1.75x EBITDA for the units. and South. Under the deal Core Value’s newly formed franchise affiliate, Heartland Foods Corp., obtained AmeriKing’s headquarters in Westchester, Ill., and the bankrupt TRANSACTION SUMMARY firm’s 3,500 employees. Close to 90 Burger King units were located in the Greater Chicago area. The remaining restaurants in the deal were in Springfield, ($ in millions except for Average Price Per Unit) Ill., western Indiana and Wisconsin. The group expects to invest between $25 Price Per Unit Acquirer^(a) Units Areas Price Paid^(b) Close Date million and $30 million in capital expenses to bring the restaurants up to (in thousands) Core Value Partners 129 Greater Chicago $14.5 $112.0 12/18/03 operational standards. ($in millions) Ocedon Companies LLC 9 Denver/Colorado $0.3 $33.3 12/02/03 Fire Grill LLC 15 Cincinnati Area $2.0 $133.3 01/29/04 Total Deal Value Cash Paid            Debt Assumed            Required CAPEX EBITDA Multiple^(b) GO-Burgers LP 2 Texas $0.1 $62.5 11/12/03 $14.5 $13.2 $1.3 $25.0 1.75x Hometown Folks LLC 15 Tennessee $1.1 $70.0 12/18/03 (a) As reported in the Miami Herald Dec. 4, 2003, -Final Chapter 11 Report discloses 129 units (b) Not disclosed if EBITDA multiple includes adjustments for debt assumed Heartland/N&R Dining 55 Virginia/NC $6.6 $120.0 02/27/04
Total Sales 225 Average Price Paid Per Unit $109.0 UNIT CLOSURES & UNITS IN QUESTION (a) Final Chapter 11 Report Area            Unit Closures (b) Total Enterprise Value- includes debt assumed Cincinnati Area 17 Chicago 59 Chattanooga 17 Virginia/Other 11 Total 104 39

Select Recent Burger King Case Studies Texas Pacific Group (“TPG”) SITUATIONAL OVERVIEW            TRANSACTION SUMMARY On December, 13 2002 Diageo announced that it has agreed to the sale Highly leveraged deal financed with $750 million senior notes issued by of Burger King Corporation for a revised purchase price of $1.5 billion. Burger King, $425 million subordinated notes, and $350 million in equity. The buying group was composed of Texas Pacific Group, Bain Capital Diageo not only provided $212.5 million in preferred-in-kind financing Partners and Goldman Sachs Capital Partners. (making up half of the subordinated notes) but also guaranteed the senior loans that J.P. Morgan Securities and Citibank provided including a guarantee on a revolving credit facility of $100 million. COMPANY DESCRIPTION The buying group provided an additional $212.5 million in subordinated notes The Texas Pacific Group (TPG) is a private equity investment firm that finances turnarounds, management-led buyouts and recapitalizations. TPG invests globally and prefers to act as sole or lead investor. TPG’s            If refinancing does not occur within the first 3 years of the transaction, industries of interest include communications equipment, Diageo will receive an annual guarantee fee of 5% of the outstanding telecommunications, industrial manufacturing, electronics, medical principal amounts of the loans each year after year 3. devices, healthcare, software and food services. The firm typically invests $50 million to $300 million per transaction. Diageo will make an incentive payment of $10 million if the loans are refinanced during the first 18 months following closing or a payment of $5 million if they are refinanced during the next 18 months. LEVERAGE DETAIL ($in millions) Vehicle            Amount % of Deal Price            Lender            Guarantor Senior Loans $750.0 49.2% Citigroup/J.P. Morgan Diageo Subordinated Debt $212.5 13.9% Diageo NA Subordinated Debt $212.5 13.9% Buying Group NA Cash $350.0 23.0% Total $1,525.0 40

Select Recent Burger King Franchise Case Studies Carrols Corporation (“Carrols”) SITUATIONAL OVERVIEW            FINANCIAL INFORMATION ($in millions) FYE Dec. 31, 2000 2001 2002 2003 LTM 3/31/2004A

Since March of 2003 Carrols has closed five Burger King restaurant Total Revenues $466.9 $656.3 $657.0 $645.0 $649.6 while only opening one. It has also opened one new Pollo Tropical restaurant, nine new Taco Cabana restaurants and closed three Taco Growth Over Prior Year 2.3% 40.6% 0.1% (1.8%) (0.3%) Cabana restaurants. Gross Profit $198.5 $242.2 $246.3 $238.1 $240.0 For the fiscal year ended December 2003 Burger King comparable Margin % 42.5% 36.9% 37.5% 36.9% 36.9% restaurant sales decreased by 7.2%. This trend continued for the            EBITDA $59.9 $91.2 $94.3 $83.8 $86.3 quarter ended in March, as comparable sales decreased by 3.2%. Margin % 12.8% 13.9% 14.4% 13.0% 13.3% Last quarter, both the Pollo Tropical and the Taco Cabana restaurants            EBIT $31.1$43.2$50.3 $36.5 $38.7 experienced positive comparable store growth of 8% and 4.9%. Margin % 6.7% 6.6% 7.6% 5.7% 6.0% In December of 2002 Carrols acquired Taco Cabana. Net Income from Cont. Ops. $4.3($6.1)$9.7 $2.4 $4.1 Acquired Pollo Tropical in 1998. Margin % 0.9%(0.9%)1.5% 0.4% 0.6% Net Income $4.0($6.1)$9.7 $2.4 $4.1 Margin % 0.8%(0.9%)1.5% 0.4% 0.6% COMPANY DESCRIPTION            RESTAURANT BREAKDOWN Carrols Corporation engages in owning, operating, and franchising (as of March 31, 2004) restaurants under the Burger King, Pollo Tropical, and Taco Cabana trade names. The company is the largest Burger King franchisee in the Brand Operating Franchising world and operates Burger King restaurants located in 13 northeastern, Burger King 351 0 midwestern, and southeastern states, primarily in New York, Ohio, and            Pollo Tropical 60 24 North Carolina. Carrols also operates and franchises its acquired brands, Taco Cabana 123 9 Pollo Tropical restaurants and Taco Cabana restaurants, in Florida,
Puerto Rico, Texas and Oklahoma. AVERAGE RESTAURANT FINANCIAL INFORMATION ($ in thousands as of Dec. 31, 2003) Average Restaurant            Burger King Pollo Tropical Taco Cabana Revenue $1,003.0 $1,838.0 $1,523.0 EBITDA^(a) $161.0 $464.0 $293.0 Adj EBITDA^(b) $104.8 $359.3 $198.3 (a) Calculated at the store level excluding corporate General & Administrative costs
(b) Adjusts for each locations portion of General and Administrative costs without factoring in Pollo Tropical or Taco Cabana franchise royalty revenues 41

Select Recent Burger King and Chili’s Franchise Case Study Sydran Services, Inc. (“Sydran”) The Westwind Group Holdings, Inc. (“Westwind”) SITUATION OVERVIEW SITUATION OVERVIEW In November of 2001Burger King loaned Sydran approximately $8 million In October of 2003 Westwind filed for bankruptcy protection for capital improvements and assisted it in restructuring its debt            In April of 2004 31 franchises in the Portland and Vancouver markets On November 19, 2001 Sydran announced the sale of 39 Chili’s were acquired from Westwind by Kaizen Restaurants Inc. the Oregon restaurants to Brinker International. corporation formed to hold 26 units. A partner company, Sara Foods Inc., owns the other five locations. COMPANY DESCRIPTION COMPANY DESCRIPTION Sydran Services, Inc., a fast-food company, focuses on franchise Westwind’s portfolio consists of 117 restaurants in North Carolina, Florida, development and acquisition. The company, at one point the second- Oregon, Alabama and Washington. The San Diego, California-based largest Burger King franchisee (behind Carrols), had more than 260 company was one of the largest franchisees in the Burger King system, locations in six states, primarily in California, Louisiana, and Mississippi. having been a franchisee since 1993.
The CEO, Matthew Schoenberg, founded the company in 1992 when he acquired 14 Burger King locations in the San Francisco area. FINANCIAL INFORMATION TRANSACTION SUMMARY ($ in millions) ($ in millions expect Price Per Unit) FYE June^(a) 2000 2001 2002 2003 Revenue $294.5 $323.4 $278.0 $215.0 Units            Areas            Price Per Unit (in Acquirer^(a) Price Paid^(b) thousands) (a) Revenue is for Sydran Services Inc. Kaizen Restaurants Inc. TRANSACTION SUMMARY 31 Portland Oregon $2.9 $92.6 & Sara Foods Inc. Total consideration is anticipated to be approximately $53.9^(a) million (a) The Oregonian (April 24, 2004) (b) Assumed Total Enterprise Value- Does not mention any debt or other considerations Brinker International assumed $35.5^(b) million in capital lease obligations Brinker recorded $52.5 million in goodwill Brinker retains the development rights in all or portions of 14 states^(c) ($ in millions except for Average Price Per Unit) Price Per Unit Acquirer Units Price Paid (in thousands) Brinker International 39 $53.9 $1,382.1 (a) Total Enterprise Value- includes debt assumed (b) $19.9 million principal, $15.6 million debt premium
(c) Iowa, Nebraska, South Dakota, North Dakota, Idaho, Montana, Washington, Arkansas, New Mexico, Wyoming, Utah, Missouri, Colorado, and Texas. 42

Select Recent Chili’s Franchise Case Studies Brinker International Inc. (“Brinker”) SITUATIONAL OVERVIEW            FINANCIAL INFORMATION Chili’s was flat in May, versus a plus 3.2% last May, with pricing up ($ in millions) 2.2% and traffic off 0.8% FYE June 6/28/2000 6/27/2001 6/26/2002 6/25/2003 LTM 3/24/2004A

Border and Maggiano’s did well in May with comparable location sales            Total Revenues $2,100.5 $2,406.9 $2,887.1 $3,285.4 $3,565.5 up 6.3% and 3% while foot traffic increased 3.4% and 1.5% respectively Growth Over Prior Year 12.3% 14.6% 20.0% 13.8% 11.7% Gross Profit 386.4 440.2 507.8 586.3 622.5 Margin % 18.4% 18.3% 17.6% 17.8% 17.5% EBITDA 286.3 331.1 386.3 454.6 480.5 COMPANY DESCRIPTION Margin % 13.6% 13.8% 13.4% 13.8% 13.5% Brinker International, is an owner and operator of the Chili’s Grill & Bar EBIT^(a) 195.7 231.0 256.2 296.4 308.0 chain making it the #2 casual-dining restaurant operator. Chili’s, with more than 920 locations, trails only Applebee’s as the largest full-service Margin % 9.3% 9.6% 8.9% 9.0% 8.6% chain. In addition to Chili’s, Brinker operates the Italian-themed            Net Income from Cont. Ops. 117.8 145.1 152.7 168.6 129.7 Romano’s Macaroni Grill and the Mexican-flavored On The Border Margin % 5.6% 6.0% 5.3% 5.1% 3.6% Mexican Grill & Cantina. Its smaller, emerging chains include Maggiano’s Little Italy, Rockfish Seafood Grill(40%-owned), Big Bowl Asian Kitchen, Net Income 117.8 145.1 152.7 168.6 129.7
and Corner Bakery Cafe. Margin % 5.6% 6.0% 5.3% 5.1% 3.6% (a) EBIT & EBITDA numbers include adjustments for non recurring charges STOCK CHART

Volume (000’s) 10/21/2003 5/5/2004 Price First Quarter Earnings- Announces April Sales- 2^nd Quarter Guidance            Guidance for FY 2004 $45.00

14.0 8/6/2003 Fourth Quarter Earnings- $40.00 12.0 FY 2004 Guidance 10.0 $35.00 8.0 $30.00 6.0 $25.00 4.0 $20.00 2.0 - $15.00 6/18/02 10/24/02 3/6/03 7/15/03 11/19/03 3/31/04 43