-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PANhj09LkN8tL/O/Ij4iFwP6NEFkJKRCqNf2Af39d3Fhmu1YjjM+cwMC5dv6IAd5 B+wHLzBI+3wkED6rQVXD2g== 0000892569-97-003351.txt : 19971201 0000892569-97-003351.hdr.sgml : 19971201 ACCESSION NUMBER: 0000892569-97-003351 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971128 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIEDRICH COFFEE INC CENTRAL INDEX KEY: 0000947661 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FOOD STORES [5400] IRS NUMBER: 330086628 STATE OF INCORPORATION: CA FISCAL YEAR END: 0129 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-50104 FILM NUMBER: 97729851 BUSINESS ADDRESS: STREET 1: 2144 MICHELSON DRIVE STREET 2: STE A CITY: IRVINE STATE: CA ZIP: 9262682612 BUSINESS PHONE: 7142601600 MAIL ADDRESS: STREET 1: 2144 MICHELSON DRIVE CITY: IRVINE STATE: CA ZIP: 92612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARTIN JOHN E CENTRAL INDEX KEY: 0001050476 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 567 SAN NICOLAS DR STREET 2: #400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7147194990 MAIL ADDRESS: STREET 1: 567 SAN NICOLAS DR STREET 2: #400 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 SCHEDULE 13D FOR JOHN E. MARTIN 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- 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. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 253675 - -------------------------------------------------------------------------------- (CUSIP Number) Alan H. Wiener, Esq. 2603 Main Street, Suite 1300, Irvine, California 92614 (714) 851-9400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 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 [ ]. 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) - ------------- (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). 2 13D CUSIP No. 253675 PAGE 2 OF 5 PAGES - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 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) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 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- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,233,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 18.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT 3 SCHEDULE 13D ------------ DIEDRICH COFFEE, INC. --------------------- 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). Page 3 4 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 Page 4 5 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 ---------------------------- John E. Martin Page 5 -----END PRIVACY-ENHANCED MESSAGE-----