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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
DIEDRICH COFFEE, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
253675
(CUSIP Number)
Paul C. Heeschen
Heeschen & Associates
450 Newport Center Drive, Suite 450
Newport Beach, California 92660
714-644-1850
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1-13, 1997
(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 |_|.
(Continued on following pages)
(Page 1 of 6 Pages)
The information required in 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 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON D.C.H.,L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ] Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,224,197 shares of Common Stock
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,224,197 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,224,197 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
22.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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13D
CUSIP No. 253675 PAGE 3 of 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Paul C. Heeschen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
[ ] Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,485,111 shares of Common Stock
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,485,111 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,485,111 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ] NOT APPLICABLE
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Pursuant to Rule 13d-1(a), this statement is filed on behalf of
the reporting persons identified herein.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $0.01 par value per
share ("Common Stock"), of Diedrich Coffee, Inc., a Delaware corporation (the
"Issuer"), with its principal executive offices located at 2144 Michelson Drive,
Irvine, California 92612.
ITEM 2. IDENTITY AND BACKGROUND.
(a) The persons filing this Schedule 13D are D.C.H., L.P., a
California limited partnership, and Paul C. Heeschen, the sole general partner
of D.C.H., L.P. (collectively, the "Reporting Persons").
(b) The principal business office of the Reporting Persons is
located at 450 Newport Center Drive, Suite 450, Newport Beach, California 92660.
(c) Mr. Heeschen is a principal with Heeschen & Associates, a
private investment firm, located at 450 Newport Center Drive, Suite 450, Newport
Beach, California 92660 and additionally, is a member of the board of directors
of the Issuer.
(d)-(e) During the last five years, neither Reporting Person has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
(f) D.C.H., L.P. is a California limited partnership and Mr.
Heeschen is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D relates to the purchase by D.C.H., L.P. from
one or more sellers in the open market of 56,100 shares of Common Stock, which
results in an increase of 1.0% in the aggregate number of shares of Common Stock
beneficially owned by the Reporting Persons as reported on Schedule 13G filed
with the Securities and Exchange Commission on February 14, 1997. D.C.H., L.P.
purchased the 56,100 shares of Common Stock with working capital funds as
follows:
05/01/97 23,500 shares of Common Stock at a weighted average purchase
price of $2.9785 per share.
05/02/97 6,600 shares of Common Stock at a weighted average purchase
price of $3.1913 per share.
05/12/97 15,000 shares of Common Stock at a weighted average purchase
price of $3.2500 per share.
05/13/97 11,000 shares of Common Stock at a weighted average purchase
price of $3.2500 per share.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock were acquired by the Reporting Persons
for investment purposes. The Reporting Persons intend to continue to evaluate
their investment in the shares of Common Stock and retain the right to make
further acquisitions of the Issuer's shares of Common Stock from one or more
sellers in the open market or in privately negotiated transactions and/or
to dispose of all or a portion of the shares of Common Stock in the open market
or in privately negotiated transactions. However, the Reporting Persons have no
present plans or proposals, other than as specified herein, which may relate to
or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(c) a sale or transfer of a material amount of assets of the
Issuer;
(d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
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(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The responses of the Reporting Persons with regard to
Items 11 and 13 of the cover pages to this Schedule 13D that relate to the
aggregate number and percentage of Common Stock beneficially owned by such
persons are herein incorporated by reference.
(b) The responses of the Reporting Persons with regard to
Items 7, 8, 9 and 10 of the cover pages to this Schedule 13D that relate to the
number of shares as to which such persons have sole power to vote or to direct
the vote, shared power to vote or to direct the vote, and sole or shared power
to dispose or direct the disposition are herein incorporated by reference.
(c) Except as described herein, neither Reporting Person has
effected any transaction relating to shares of Common Stock during the past 60
days.
(d) As the sole general partner of D.C.H., L.P. with voting and
investment power as to all of such shares beneficially owned by D.C.H., L.P.,
Mr. Heeschen is deemed to beneficially own all of the shares of Common Stock
beneficially owned by D.C.H., L.P.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Paul C. Heeschen is a member of the board of directors of the
Issuer. Except as described herein, neither Reporting Person has any contracts,
arrangements or relationships (legal or otherwise) with any person with respect
to any securities of the Issuer, including but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Reporting Agreement.
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SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: May 14, 1997 D.C.H., L.P.,
a California limited partnership
By: /s/ PAUL C. HEESCHEN
---------------------------------
Paul C. Heeschen
General Partner
/s/ PAUL C. HEESCHEN
------------------------------------
Paul C. Heeschen
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
99.1 Joint Reporting Agreement dated May 14, 1997
</TABLE>
<PAGE> 1
EXHIBIT 99.1
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each
of the parties hereto represents to and agrees with the other party as follows:
1. Such party is eligible to file a statement or statements on
Schedule 13D pertaining to the Common Stock, $0.01 par value per share, of
Diedrich Coffee, Inc., to which this agreement is an exhibit, for filing of the
information contained therein.
2. Such party is responsible for the timely filing of such
statement and any amendments thereto and for the completeness and accuracy of
the information concerning such party contained therein, provided that no such
party is responsible for the completeness or accuracy of the information
concerning any other party making the filing, unless such party knows or has
reason to believe that such information is inaccurate.
3. Such party agrees that such statement is filed by and on
behalf of such party and that any amendment thereto will be filed on behalf of
each such party.
Dated: May 14, 1997 D.C.H., L.P.,
a California limited partnership
By: /s/ PAUL C. HEESCHEN
---------------------------------
Paul C. Heeschen
General Partner
/s/ PAUL C. HEESCHEN
------------------------------------
Paul C. Heeschen
