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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
(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. 2):
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)
Jonathan B. Eddison, Esq.
2144 Michelson Drive, Irvine, California 92612
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 22, 1998
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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/A
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
1,233,333
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,233,333
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,233,333
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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/A
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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. (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.: owner and operator
of premium coffee houses and roaster and wholesaler of
premium roasted coffee beans; Principal business address
of 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. John E. Martin used personal funds in the amount of
$1,000,000 to acquire 333,333 shares of common stock of the Issuer on January
29, 1998 pursuant to a Common Stock Purchase Agreement with the Issuer dated
November 17, 1997 ("Purchase Agreement"). It is presently anticipated that John
E. Martin will use personal funds and/or other consideration permitted by the
Stock Option Plan and Agreement dated November 17, 1997 (the "Plan") 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). The Purchase
Agreement and the Plan were approved by the Issuer's Board of Directors on
November 17, 1997, and by the Issuer's stockholders at a Special Meeting held
on January 22, 1998.
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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. The Purchase Agreement, the Plan and a
letter agreement ("Letter Agreement") were entered into by the Issuer on
November 17, 1997 to induce John E. Martin to become Chairman of the Board, to
provide him incentives to grow the Issuer and to align his interests with those
of the stockholders of the Issuer. Pursuant to the Letter Agreement, John E.
Martin was named Chairman of the Board of Directors of the Issuer and became a
member of its Board of Directors. The Purchase Agreement and the Plan were
approved by the Issuer's Board of Directors on November 17, 1997, and by the
Issuer's stockholders at a Special Meeting held on January 22, 1998. In
connection with the stockholders' approval of the Purchase Agreement, on
January 29, 1998 John E. Martin purchased all of the 333,333 shares of the
Issuer's common stock available under the Purchase Agreement. In accordance
with the terms of the Plan, John E. Martin has been granted options to acquire
850,000 shares of the Issuer's common stock (subject to the satisfaction of
certain conditions) under the Plan.
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.
Mr. Martin has no present plans or proposals that relate to, or would result in,
an extraordinary corporate transaction involving the Issuer, a sale or transfer
of any of the Issuer's assets, a change in the present Board of Directors or
management of the Issuer other than as disclosed herein and in the Issuer's
report on Form 8-K dated November 25, 1997, a change in the present
capitalization or dividend policy of the Issuer, any other material change in
the Issuer's business or corporate structure, changes in the Issuer's articles
or bylaws or with respect to delisting or deregistration of the Issuer's
securities.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a) John E. Martin beneficially owned or has the right to acquire 1,233,333
shares of the common stock of the Issuer, of which 383,333 shares are
presently owned by John E. Martin, and 850,000 shares may be acquired
by John Martin pursuant to the Plan (subject to the satisfaction of
certain conditions). The Issuer reported 5,391,650 shares of its common
stock outstanding as of December 11, 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), he would own approximately 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), he has 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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voted 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 held on January 22, 1998 which approved the Stock Option Plan and
Agreement with John E. Martin.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Voting Agreement was filed as an Exhibit to Mr. Martin's Schedule 13D filed
on November 25, 1997. The Stock Option 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: March __, 1998
/s/ JOHN E. MARTIN
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John E. Martin
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