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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 17, 1997
DIEDRICH COFFEE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21203 33-0086628
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2144 Michelson Drive, Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 260-1600
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective January 17, 1997, the Registrant dismissed
independent accountants, BDO Seidman, LLP as the principal accountant to audit
the Registrant's financial statements and engaged independent accountants KPMG
Peat Marwick LLP as such principal accountant. This decision to change
accountants was recommended by the Registrant's Audit Committee and approved by
the Board of Directors.
During the two fiscal years ended January 31, 1996 and the
subsequent interim period through January 17, 1997, there were no disagreements
with BDO Seidman, LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of BDO Seidman, LLP, would
have caused it to make reference to the subject matter of the disagreement in
connection with its reports. Furthermore, BDO Seidman, LLP's last two years
reports did not contain an adverse opinion or disclaimer of opinion nor were
they qualified or modified as to uncertainty, scope or accounting principles.
In addition, during the two fiscal years ended January 31,
1996 and the subsequent interim period through January 17, 1997, (a) BDO
Seidman, LLP never advised the Registrant of any reportable events as defined in
paragraphs (A) through (D) of Regulation S-K, Item 304(a)(1)(v) and (b) the
Registrant (or someone on its behalf) did not consult KPMG Peat Marwick LLP
regarding either: (i) the application of accounting principles to a specified
transaction or (ii) any matter that was either the subject of a disagreement or
a reportable event.
A copy of this Report on Form 8-K has been furnished to BDO
Seidman, LLP. The Registrant requested that BDO Seidman, LLP furnish the
Registrant with a letter addressed to the Securities and Exchange Commission
stating whether BDO Seidman, LLP agrees with the statements made by the
Registrant.
This letter is attached as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) Exhibits:
Exhibit 16. Letter re: Change in Certifying Accountant
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: January 24, 1997 DIEDRICH COFFEE, INC.
By: /s/ Steven A. Lupinacci
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Steven A. Lupinacci
President and Chief Executive Officer
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EXHIBIT 16
[BDO Seidman, LLP Letterhead]
January 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the repsonse to Item 4
of Form 8-K for the event that occurred on January 17, 1997, to be filed by our
former client, Diedrich Coffee, Inc. We agree with the statements made in
response to that Item insofar as they relate to our Firm.
Very truly yours,
/s/ BDO Seidman, LLP
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BDO Seidman, LLP
