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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. ________________):
DIEDRICH COFFEE, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
253675
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(CUSIP Number)
Alan H. Wiener, Esq.
2603 Main Street, Suite 1300, Irvine, California 92614 (714) 851-9400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following
box [ ].
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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13D
CUSIP No. 253675 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John E. Martin (includes The John Martin/
Revocable Trust established 6/16/92)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,233,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,233,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,233,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
18.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
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DIEDRICH COFFEE, INC.
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ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock of Diedrich Coffee, Inc. (sometimes
referred to herein as the "Issuer"). The principal executive offices of Diedrich
Coffee, Inc. are located at 2144 Michelson Drive, Irvine, California 92612.
ITEM 2. IDENTITY AND BACKGROUND
a) Name: John E. Martin
b) Business address: 567 San Nicolas Dr.,
Newport Beach, CA 92660
c) Principal employment: Chairman of the Boards of
Directors of Diedrich Coffee, Inc. and
Newriders, Inc.
d) Principal business of Diedrich Coffee, Inc.: operator
of coffee houses; Principal business address of
Diedrich Coffee, Inc.: 2144 Michelson Dr.,
Irvine, CA 92612
e) Principal business of Newriders, Inc.: operator of
motorcycle themed restaurants; Principal business
address of Newriders,Inc.: 1040 E. Herndon Avenue,
Suite 102, Fresno, CA
f) Criminal proceedings: None
g) Civil proceedings: None
h) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
John E. Martin used personal funds in the aggregate amount of $141,717.20 to
acquire the 50,000 shares of common stock of the Issuer which he owned as of
November 17, 1997. It is presently anticipated that John E. Martin will use
personal funds in the amount of $999,000 to purchase from the Issuer an
additional 333,000 shares of its common stock. It is presently anticipated that
John E. Martin will use personal funds and/or other consideration permitted by
the Stock Option Plan and Agreement (the "Plan") dated November 17, 1997 between
John E. Martin and the Issuer to purchase any shares pursuant to the Plan (upon
satisfaction of certain conditions set forth in the Plan including stockholder
approval).
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ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the common stock of the Issuer by John E.
Martin is for investment purposes. In connection with the Issuer's agreement
with John E. Martin to sell to him 333,000 shares of the Issuer's common stock
and the grant to John E. Martin of options to acquire up to 850,000 shares of
the Issuer's common stock (subject to satisfaction of certain conditions
including stockholder approval) pursuant to the Plan, John E. Martin was named
Chairman of the Board of Directors of the Issuer and became a member of its
Board of Directors. On November 17, 1997, the Issuer also announced that Timothy
Ryan would become President and Chief Executive Officer of the Issuer and would
also be named to the Board of Directors of the Issuer. John E. Martin and
Timothy Ryan had previously served together as officers of Taco Bell Worldwide.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) John E. Martin beneficially owned or has the right to acquire 1,233,000
shares of the common stock of the Issuer, of which 50,000 shares are
presently owned by John E. Martin, 333,000 shares are subject to a
right to acquire on the part of John E. Martin and 850,000 shares may
be acquired by John Martin pursuant to the Plan (subject to the
satisfaction of certain conditions including stockholder approval). The
Issuer reported 5,391,650 shares of its common stock outstanding as of
September 10, 1997. If John E. Martin were to acquire all of the shares
which he has a right to acquire (subject, in the case of shares
acquired pursuant to the Plan, to the satisfaction of certain
conditions including stockholder approval), he would own 18.8% of the
outstanding shares of common stock of the Issuer.
b) As to shares presently owned by John E. Martin, and as to the shares
which he has the right to acquire (subject, in the case of shares
acquired pursuant to the Plan, to the satisfaction of certain
conditions including stockholder approval), he would have the sole
power with respect to the voting and disposition of those shares.
c) Not Applicable.
d) Not Applicable.
e) Not applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Pursuant to a Voting Agreement and Irrevocable Proxy (the "Voting Agreement")
dated November 17, 1997 between John E. Martin, D.C.H., L.P., a California
limited partnership ("CDH") and Martin Diedrich, an individual ("MRD"), DCH and
MRD
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agreed to vote all of the shares of the Issuer owned by them (2,097,304 in the
aggregate as of November 17, 1997) for approval of the Plan at a meeting of the
Issuer's stockholders to be called for the purpose of considering approval of
the Plan.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Voting Agreement is filed as an Exhibit hereto. The Plan and Voting
Agreement are Exhibits to the Form 8-K filed by the Issuer on November 25, 1997.
SIGNATURE
After reasonable 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.
Dated: November 25, 1997
/s/ JOHN E. MARTIN
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John E. Martin
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