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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------
AMENDMENT NO. 3
TO
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
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)
April 23, 1998
(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(e), 13d-1(f) or 13d-1(g), 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
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the Notes).
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CUSIP NO. 253675 13D 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
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,473,197 shares of Common Stock
OWNED BY
----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 0
PERSON
----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,473,197 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,473,197 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
24.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP NO. 253675 13D 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
PF
- --------------------------------------------------------------------------------
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
32,369 shares of Common Stock
----------------------------------------------------------
NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,729,111 shares of Common Stock
OWNED BY
----------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON 32,369 shares of Common Stock
PERSON
----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
1,729,111 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,761,480 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
29.6%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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PAGE 4 OF 6 PAGES
This Amendment No. 3 amends the Schedule 13D, dated May 14, 1997, of
D.C.H., L.P., a California limited partnership, and Paul C. Heeschen, the sole
general partner of D.C.H., L.P. (the "Reporting Persons") with respect to the
common stock, $0.01 par value per share, ("Common Stock") of Diedrich Coffee,
Inc., as amended on June 10, 1997 and June 12, 1997.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 3 to Schedule 13D is filed to report (a) the purchase
by D.C.H., L.P. from one or more sellers in the open market of 5,000 shares of
Common Stock on June 11, 1997, 6,000 shares of Common Stock on June 12, 1997 and
20,000 shares of Common Stock on June 19, 1997, (b) the acquisition by Mr.
Heeschen of 7,369 shares of Common Stock in July 1997 upon the dissolution of
Diedrich Partners I, L.P. and the distribution of its assets to its limited
partners, (c) the grant of options pursuant to the 1997 Non-Employee Director
Stock Option Plan to purchase 10,000 shares of Common Stock which became
exercisable on April 23, 1998 and (d) the grant of options pursuant to the 1996
Non-Employee Director Stock Option Plan to purchase 10,000 shares of Common
Stock which will become exercisable on June 23, 1998. These acquisitions result
in an increase in the aggregate number of shares of Common Stock beneficially
owned by the Reporting Persons as reported on Amendment No. 2 to Schedule 13D
filed with the Securities and Exchange Commission on June 12, 1997. D.C.H., L.P.
purchased the shares of Common Stock with working capital funds as follows:
June 11, 1997 - 5,000 shares at a weighted average purchase price of
$3.4375 per share
June 12, 1997 - 6,000 shares at a weighted average purchase price of
$3.4376 per share
June 19, 1997 - 20,000 shares at a weighted average purchase price of
$3.34375 per share
The shares distributed to Mr. Heeschen in July 1997 were purchased by
Diedrich Partners I, L.P. (of which Mr. Heeschen was a limited partner) on June
29, 1995 at a purchase price of $1.433 per share. With respect to the options
granted to Mr. Heeschen pursuant to the 1996 Non-Employee Director Stock Option
Plan, options to purchase 5,000 shares are exercisable at $9.50 per share and
options to purchase the remaining 5,000 shares are exercisable at $2.75 per
share. The options to purchase 10,000 shares of Common Stock granted to Mr.
Heeschen pursuant to the 1997 Non-Employee Director Stock Option Plan are
exercisable at $2.75 per share.
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 Amendment No. 3 to 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 Amendment No. 3 to 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 to direct the disposition are herein incorporated by
reference.
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PAGE 5 OF 6 PAGES
(c) Except as described herein, neither Reporting Person has
effected any transaction relating to shares of Common Stock since the most
recent filing on Schedule 13D.
(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 7. MATERIAL TO BE FILED AS EXHIBITS.
99.1 Joint Filing Agreement (previously filed with the Schedule
13D, dated May 14, 1997).
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PAGE 6 OF 6 PAGES
SIGNATURES
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this Amendment
No. 3 to Schedule 13D is true, complete and correct.
Dated: April 23, 1998 D.C.H., L.P.,
a California limited partnership
By: /s/ PAUL C. HEESCHEN
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Paul C. Heeschen
General Partner
/s/ PAUL C. HEESCHEN
-----------------------------------
Paul C. Heeschen
