View:
CUSIP No. 353469 10 9
-----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Franklin Covey Co.
------------------
(Name of Issuer)
Common Stock, $0.05 Par Value
-----------------------------
(Title of Class of Securities)
353469 10 9
-----------
(CUSIP Number)
Richard G. Brown, Esq.
Parr, Waddoups, Brown, Gee and Loveless
185 South State Street, Suite 1300
Salt Lake City, UT 84111
(801) 532-7840
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
December 31, 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.
*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 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 ("Act") 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
SEC 1746 (10-97)
2
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Hyrum W. Smith ("Smith")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
--------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 1,059,158 (Includes 624,048 shares
held in the name of The Hyrum W.
Smith Trust as to which Smith has
sole investment and voting power
and 90,000 shares issuable upon the
exercise of currently exercisable
options)
8 Shared Voting Power -0-
9 Sole Dispositive Power 1,059,158 (Includes 624,048 shares
held in the name of The Hyrum W.
Smith Trust as to which Smith has
sole investment and voting power and
90,000 shares issuable upon the
exercise of currently exercisable
options)
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,059,158 (Includes 624,048 shares held in the name of The Hyrum W.
Smith Trust as to which Smith has sole investment and voting power and
90,000 shares issuable upon the exercise of currently exercisable
options)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
------------
13 Percent of Class Represented by Amount in Row (11) 4.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
3
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Arlen B. Crouch
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 275,000 (Includes 245,000 shares held
in the name of The Arlen B. Crouch
Family Foundation and 30,000 shares
issuable upon the exercise of
currently exercisable options)
8 Shared Voting Power 70,000
9 Sole Dispositive Power 275,000 (Includes 245,000 shares held
in the name of The Arlen B. Crouch
Family Foundation and 30,000 shares
issuable upon the exercise of
currently exercisable options)
10 Shared Dispositive Power 70,000
11 Aggregate Amount Beneficially Owned by Each Reporting Person
345,000 (Includes 245,000 shares held in the name of The Arlen B.
Crouch Family Foundation and 30,000 shares issuable upon the exercise
of currently exercisable options)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) 1.4%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
4
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert F. Bennett ("Bennett")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 386,997 (These shares are held by The
Robert F. Bennett Asset Management
Trust, of which Bennett is the
beneficiary and settlor, with power
to revoke)
8 Shared Voting Power 3,810 (These shares are held by
Bennett's daughters who share
Bennett's household)
9 Sole Dispositive Power 386,997 (These shares are held by The
Robert F. Bennett Asset Management
Trust, of which Bennett is the
beneficiary and settlor, with power
to revoke)
10 Shared Dispositive Power 3,810 (These shares are held by
Bennett's daughters who share
Bennett's household)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
390,807 (Includes (i) 386,997 shares held by The Robert F. Bennett
Asset Management Trust, of which Bennett is the beneficiary and
settlor, with power to revoke and (ii) 3,810 shares held by Bennett's
daughters who share Bennett's household)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------------
13 Percent of Class Represented by Amount in Row (11) 1.6%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
5
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sandra M. Covey ("SMCovey")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-----------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power None
8 Shared Voting Power 1,551,566 (Includes 1,511,566 shares
held jointly with SMCovey's spouse
and 40,000 shares held in the name
of SRSMC Properties, LLC, of which
SMCovey and her spouse are the
Managers)
9 Sole Dispositive Power None
10 Shared Dispositive Power 1,551,566 (Includes 1,511,566 shares
held jointly with SMCovey's spouse
and 40,000 shares held in the name
of SRSMC Properties, LLC, of which
SMCovey and her spouse are the
Managers)
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,551,566 (includes 1,511,566 shares held jointly with SMCovey's spouse
and 40,000 shares held in the name of SRSMC Properties, LLC, of which
SMCovey and her spouse are the Managers)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------
13 Percent of Class Represented by Amount in Row (11) 6.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
6
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen R. Covey ("SRCovey")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
--------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power None
8 Shared Voting Power 2,036,566 (Includes (i) 1,511,566
shares held jointly with SRCovey's
spouse, (ii) 485,000 shares held in
the name of the Gathering for Zion
Foundation, of which SRCovey is the
President and a Trustee and (iii)
40,000 shares held in the name of
SRSMC Properties, LLC of which
SRCovey and his spouse are the
Managers)
9 Sole Dispositive Power None
10 Shared Dispositive Power 2,036,566 (Includes (i) 1,511,566
shares held jointly with SRCovey's
spouse, (ii) 485,000 shares held in
the name of the Gathering for Zion
Foundation, of which SRCovey is the
President and a Trustee and (iii)
40,000 shares held in the name of
SRSMC Properties, LLC of which
SRCovey and his spouse are the
Managers)
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 2,036,566
(includes (i) 1,511,566 shares held jointly with SRCovey's spouse, (ii)
485,000 shares held in the name of the Gathering for Zion Foundation,
of which SRCovey is the President and a Trustee and (iii) 40,000 shares
held in the name of SRSMC Properties, LLC of which SRCovey and his
spouse are the Managers)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) 8.2%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
7
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Stephen M. R. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 309,278
8 Shared Voting Power -0-
9 Sole Dispositive Power 309,278
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
309,278
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-----------
13 Percent of Class Represented by Amount in Row (11) 1.2%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
8
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Blaine N. Lee
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
--------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 317,358
8 Shared Voting Power -0-
9 Sole Dispositive Power 317,358
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
317,358
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------------
13 Percent of Class Represented by Amount in Row (11) 1.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
9
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
A. Roger Merrill
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 156,573
8 Shared Voting Power 159,205
9 Sole Dispositive Power 156,573
10 Shared Dispositive Power 159,205
11 Aggregate Amount Beneficially Owned by Each Reporting Person
315,778
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------------
13 Percent of Class Represented by Amount in Row (11) 1.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
10
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Brad G. Anderson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
------------
6 Citizenship or Place of Organization United State
------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 318,411
8 Shared Voting Power -0-
9 Sole Dispositive Power 318,411
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
318,411
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) 1.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
11
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
John M. R. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) X
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 192,314
8 Shared Voting Power -0-
9 Sole Dispositive Power 192,314
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
192,314
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
------------
13 Percent of Class Represented by Amount in Row (11) .8%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
12
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Roice N. Krueger
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
---------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
13
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David N. Conley
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
14
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert J. Guindon
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
See Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
15
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kevin R. Cope
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 125,995
8 Shared Voting Power -0-
9 Sole Dispositive Power 125,995
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
125,995
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
16
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
Charles S. Farnsworth
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
17
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
David Hanna
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
18
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
Greg D. Link
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 127,364
8 Shared Voting Power -0-
9 Sole Dispositive Power 127,364
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
127,364
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .5%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
19
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. Of above persons (entities only).
Michael Sean M. Covey ("MSMCovey")
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 323,331 (includes 6,500 shares held
as Custodian under the Uniform
Transfers To Minors Act for the
benefit of MSMCovey's nieces and
nephews)
8 Shared Voting Power -0-
9 Sole Dispositive Power 323,331 (includes 6,500 shares held
as Custodian under the Uniform
Transfers To Minors Act for the
benefit of MSMCovey's nieces and
nephews)
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
323,331 (includes 6,500 shares held as Custodian under the Uniform
Transfers To Minors Act for the benefit of MSMCovey's nieces and
nephews)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) 1.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
20
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David M. R. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 316,831
8 Shared Voting Power -0-
9 Sole Dispositive Power 316,831
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
316,831
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) 1.3%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
21
CUSIP No. 353469 10 9
------------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
James M. Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b)
-------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
22
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Laurel S. Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
23
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Wallace G. Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
24
CUSIP No. 353469 10
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Betty Jane Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
25
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert C. Fletcher
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
26
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Rosemary B. Fletcher
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
27
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
David Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
28
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Bonnie Bennett
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
29
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Lawrence Jeppson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
--------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
30
CUSIP No. 353469 10 9
-----------
1 Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Frances B. Jeppson
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
-------------
(b) -------------
3 SEC Use Only
4 Source of Funds (See Instructions) Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
-------------
6 Citizenship or Place of Organization United States
-------------
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power 445
8 Shared Voting Power -0-
9 Sole Dispositive Power 445
10 Shared Dispositive Power -0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
445
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
-------------
13 Percent of Class Represented by Amount in Row (11) .002%
14 Type of Reporting Person (See Instructions) IN
SEC 1746 (10-97)
31
CUSIP No. 353469 10 9
-----------
This Amendment No. 2 to Schedule 13D amends and supplements, and should be read
in conjunction with, the Schedule 13D filed on June 9, 1997 and Amendment No. 1
thereto filed on August 26, 1997.
Item 1. SECURITY AND ISSUER
(a) Title of Class of Equity Securities: Common Stock, $0.05 par
value (the "Common Stock")
(b) Name of Issuer: Franklin Covey Co. (the "Issuer")
(c) Address of Issuer's Principal Executive Offices: 2200 West
Parkway Boulevard, Salt Lake City, UT 84119
Item 2. IDENTITY AND BACKGROUND
(a)-(c) This amended Statement on Schedule 13D (the "Statement") is
being filed by and on behalf of the persons listed on Schedule
A hereto (each a "Reporting Person" and, collectively, the
"Reporting Persons"). Schedule A sets forth for each Reporting
Person the following information, which is incorporated herein
by reference: (i) the name of such Reporting Person, (ii) the
business or residence address of such Reporting Person and
(iii) the principal business, occupation or employment of such
Reporting Person.
(d)-(e) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor were any of the
Reporting Persons a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction, as a result
of which 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) Each of the Reporting Persons is a United States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable because the transactions being reported
involved either dispositions of securities or acquisitions by gifts.
Item 4. PURPOSE OF TRANSACTION
In December 1997, SMRCovey transferred, by gifts, a total of
6,500 shares of the Common Stock to MSMCovey as Custodian under the
Utah Transfers to Minors Act for the benefit of SMRCovey's minor
children. No consideration was paid for such shares.
Also in December 1997, Bennett transferred, by gifts, 445
shares to each of the following of his relatives: James M. Bennett,
Laurel S. Bennett, Wallace G. Bennett, Betty Jane Bennett, Robert C.
Fletcher, Rosemary B. Fletcher, David Bennett, Bonnie Bennett,
Lawrence Jeppson and Frances B. Jeppson. No consideration was paid for
such shares.
In addition, during December 1997, SRCovey transferred (i)
1,511,566 shares of the Common Stock to himself and his wife as joint
tenants with rights of survivorship, (ii) 485,000 shares of the Common
Stock to Gathering for Zion Foundation, a Utah nonprofit corporation,
of which SRCovey is President and a Trustee and (iii) 40,000 shares of
the Common Stock to SRSMC Properties, LLC, a Utah limited liability
company, of which SRCovey and his wife are the Managers. No
consideration was paid in connection with such transfers.
SEC 1746 (10-97)
32
CUSIP No. 353469 10 9
-----------
Each of the Reporting Persons reserves the right to purchase
additional shares of the Common Stock or to dispose of shares of the
Common Stock in the open market, in privately negotiated transactions
or in any other lawful manner in the future.
Each of the Reporting Persons is a party to a Shareholders
Agreement dated as of May 30, 1997 (the "Shareholders Agreement").
Pursuant to the Shareholders Agreement, each Reporting Person has
agreed that until August 31, 2000, such Reporting Person shall vote all
shares of the Common Stock held by such Reporting Person in favor of
the election of members to serve on the Issuer's Board of Directors as
shall be nominated by the Nominating Committee of the Issuer's Board of
Directors. As a result of the Shareholders Agreement, the Reporting
Persons may be deemed to be members of a "group" within the meaning of
Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the
"Exchange Act") and accordingly may be deemed to have beneficial
ownership of all of the shares of Common Stock subject to the
Shareholders Agreement. Each of the Reporting Persons expressly
disclaims beneficial ownership of shares of the Common Stock other than
shares expressly identified herein as beneficially owned by such
Reporting Person.
Except as described above, the Reporting Persons presently
have no plans or proposals which relate to or would result in any
action enumerated in subparagraphs (a) through (j) of the instructions
for Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The responses of the Reporting Persons to Items 7-11 of the
cover sheets to this Statement (the "Cover Sheets"), which
relate to the beneficial ownership of the Common Stock, are
incorporated herein by reference. Each of the Reporting
Persons, pursuant to the Shareholders Agreement, has agreed
to certain voting provisions with respect to the election of
directors of the Issuer. As a result of the Shareholders
Agreement, the Reporting Persons may be deemed to be members
of a "group" within the meaning of Rule 13d-5(b)(1) under
the Exchange Act and, accordingly, may be deemed to have
beneficial ownership of all of the shares of the Common Stock
subject to the Shareholders Agreement. In the aggregate,
6,819,461 shares, representing 27.4% of the outstanding shares
of Common Stock, are subject to the Shareholders Agreement.
The percentage of shares of Common Stock owned is based in
each case upon 24,780,928 shares outstanding as set forth in
the Issuer's Form 10-K for the fiscal year ending August 31,
1997. Each of the Reporting Persons expressly disclaims
beneficial ownership of shares of the Common Stock other than
shares expressly identified herein as beneficially owned by
such Reporting Person.
(b) Each of the Reporting Persons has the sole power to vote or
direct the vote, shared power to vote or direct the vote, sole
power to dispose of or direct the disposition of and shared
power to dispose of or direct the disposition of the shares of
the Common Stock listed on such person's respective Cover
Sheet as being beneficially owned by such person.
(c) See Item 4. In addition, during November and December 1997,
Bennett sold a total of 84,750 shares of the Common Stock at
prices ranging from $21.125 to $22.375. Also during December
1997, the following Reporting Persons made the indicated gifts
of shares of the Common Stock:
Reporting Person No. Of Shares
---------------- -------------
SMRCovey 9,133
Bennett 5,954
Arlen B. Crouch 5,000
A. Roger Merrill 2,633
Blaine Lee 1,053
MSMCovey 1,580
David M. R. Covey 1,580
Kevin Cope 1,369
SEC 1746 (10-97)
33
CUSIP No. 353469 10 9
-----------
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of the above-discussed shares of the Common Stock.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Each of the Reporting Persons is a party to the Shareholders
Agreement. Pursuant to the Shareholders Agreement, each Reporting
Person has agreed that until August 31, 2000, such Reporting Person
shall vote all shares of the Common Stock held by such Reporting Person
in favor of the election of members to serve on the Issuer's Board of
Directors as shall be nominated by the Nominating Committee of the
Issuer's Board of Directors.
Each of the Covey Shareholders (as defined hereinafter) was
a shareholder of Covey Leadership Center, Inc. Each of the Covey
Shareholders is also a party to a Registration Rights Agreement dated
May 30, 1997 (the "Registration Rights Agreement"). Pursuant to the
Registration Rights Agreement, a Covey Shareholder is required to give
the Issuer notice of any proposed transfer of shares of the Common
Stock held by such Covey Shareholder. In addition, in the event the
Issuer proposes to register any securities under the Securities Act of
1933 during the period from May 30, 1999 to May 30, 2002, the Issuer
must provide notice of such proposed registration to the Covey
Shareholders. The Covey Shareholders are SRCovey, SMRCovey, Blaine N.
Lee, A. Roger Merrill, Brad G. Anderson, John M. R. Covey, Roice N.
Krueger, David N. Conley, Robert J. Guindon, Kevin R. Cope, Charles S.
Farnsworth, David Hanna, Greg D. Link, MSMCovey and David M. R. Covey.
Each of the Covey Shareholders has signed an Investment Letter
and Agreement Not to Sell (the "Investment Letters") dated May 30,
1997. Pursuant to the Investment Letters, each Covey Shareholder has
made certain representations regarding such Shareholder's acquisition
of shares of the Common Stock.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Attached hereto as Exhibit A is the written agreement relating
to the filing of a joint statement as required by Rule 13d-1(f) under
the Securities Exchange Act of 1934.
SEC 1746 (10-97)
34
CUSIP No. 353469 10 9
-----------
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.
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Hyrum W. Smith by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Arlen B. Crouch, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 5, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Robert F. Bennett, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
March 12, 1999 /s/ STEPHEN R. COVEY
- --------------- -----------------------------------------------------
Date Stephen R. Covey
March 12, 1999 /s/ SANDRA M. COVEY
- --------------- -----------------------------------------------------
Date Sandra M. Covey
SEC 1746 (10-97)
35
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Stephen M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Blaine N. Lee, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated June 3, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date A. Roger Merrill, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Brad G. Anderson, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date John M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Roice N. Krueger, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 4, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
SEC 1746 (10-97)
36
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David Conley, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Robert J. Guindon, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Kevin R. Cope, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Charles S. Farnsworth, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David Hanna, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated June 3, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Greg D. Link, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
SEC 1746 (10-97)
37
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L.THELER
- --------------- -----------------------------------------------------
Date Michael Sean M. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is
on file with the Commission and incorporated herein
by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 4, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
4/20/99 /s/ JAMES M.BENNETT
- --------------- -----------------------------------------------------
Date James M. Bennett
4/20/99 /s/ LAUREL S.BENNETT
- --------------- -----------------------------------------------------
Date Laurel S. Bennett
February 18, 1999 /s/ WALLACE G. BENNETT
- --------------- -----------------------------------------------------
Date Wallace G. Bennett
February 18, 1999 /s/ BETTY JANE BENNETT
- --------------- -----------------------------------------------------
Date Betty Jane Bennett
02/19/99 /s/ ROBERT C. FLETCHER
- --------------- -----------------------------------------------------
Date Robert C. Fletcher
02/19/99 /s/ ROSEMARY B. FLETCHER
- --------------- -----------------------------------------------------
Date Rosemary B. Fletcher
2/27/99 /s/ DAVID BENNETT
- --------------- -----------------------------------------------------
Date David Bennett
SEC 1746 (10-97)
38
CUSIP No. 353469 10 9
-----------
2/23/99 /s/ BONNIE BENNETT
- --------------- -----------------------------------------------------
Date Bonnie Bennett
19 Feb 99 /s/ LAWRENCE S. JEPPSON
- --------------- -----------------------------------------------------
Date Lawrence Jeppson
Feb. 19, 1999 /s/ FRANCES B. JEPPSON
- --------------- -----------------------------------------------------
Date Frances B. Jeppson
SEC 1746 (10-97)
39
CUSIP No. 353469 10 9
-----------
SCHEDULE A
Identity and Background
-----------------------
The following table sets forth for each Reporting Person (i)
the name of such Reporting Person, (ii) the business address of such
Reporting Person and (iii) the principal business, occupation or
employment of such Reporting Person:
1. (i) Hyrum W. Smith
(ii) 2200 West Parkway Boulevard
Salt Lake City, UT 84119
(iii) Chairman and Chief Executive Officer; Franklin Covey
Co.
2. (i) Arlen B. Crouch
(ii) 2566 Barcelona Drive
Sandy, UT 84093
(iii) Retired
3. (i) Robert F. Bennett
(ii) 125 South State Street
Salt Lake City, UT 84111
(iii) Senator, United States Senate
4. (i) Stephen R. Covey
(ii) 3355 North University Avenue, Suite 200
Provo, UT 84604
(iii) Co-Chairman of Board; Franklin Covey Co.
5. (i) Stephen M. R. Covey
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) President of Covey Leadership Center Division,
Franklin Covey Co.
6. (i) Blaine N. Lee
(ii) 360 West 4800 North
Provo, UT 84604
(iii) Vice President; Franklin Covey Co.
7. (i) A. Roger Merrill
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Author and Consultant; Franklin Covey Co.
8. (i) Brad G. Anderson
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Vice President; Franklin Covey Co.
9. (i) John M. R. Covey
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Director-Home and Family; Franklin Covey Co.
SEC 1746 (10-97)
40
CUSIP No. 353469 10 9
-----------
10. (i) Roice N. Krueger
(ii) 360 West 4800 North
Provo, UT 84604
(iii) Vice President; Franklin Covey Co.
11. (i) David N. Conley
(ii) 5779 South Highland Drive
Salt Lake City, UT 84117
(iii) Consultant; Self-employed
12. (i) Robert J. Guindon
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Executive Vice President-International Operations;
Franklin Covey Co.
13. (i) Kevin R. Cope
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Vice President and General Manager-Professional
Services; Franklin Covey Co.
14. (i) Charles S. Farnsworth
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Vice President and General Manager; Franklin Covey
Co.
15. (i) David Hanna
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Senior Consultant; Franklin Covey Co.
16. (i) Greg D. Link
(ii) 3507 North University Avenue
Provo, UT 84604
(iii) Vice President of Business Development and Public
Relations; Franklin Covey Co.
17. (i) Michael Sean M. Covey
(ii) 360 West 4800 North
Provo, UT 84604
(iii) Vice President of Stores; Franklin Covey Co.
18. (i) David M. R. Covey
(ii) Ground Floor, Fujitsu House
159 Coronation Drive
Milton, QLD 4064
Australia
(iii) Executive Vice President-Marketing; Franklin Covey
Co.
19. (i) James M. Bennett
(ii) 781 East Kensington Ave.
Salt Lake City, UT 84105
(iii) College student at Brigham Young University, Provo,
UT
SEC 1746 (10-97)
41
CUSIP No. 353469 10 9
-----------
20. (i) Laurel S. Bennett
(ii) 781 East Kensington Ave.
Salt Lake City, UT 84105
(iii) Physical therapist at Department of Veterans
Affairs Medical Center, 500 South
Foothill Blvd., Salt Lake City, UT 84147
21. (i) Wallace G. Bennett
(ii) 676 East 4129 South
Salt Lake City, UT 84107
(iii) Self-employed financial advisor
22. (i) Betty Jane Bennett
(ii) 676 East 4129 South
Salt Lake City, UT 84107
(iii) Not employed outside of the home
23. (i) Robert C. Fletcher
(ii) 44 Hastings Road
Belmont, MA 02478-2308
(iii) Retired
24. (i) Rosemary B. Fletcher
(ii) 44 Hastings Road
Belmont, MA 02478-2308
(iii) Not employed outside of the home
25. (i) David Bennett
(ii) 1601 Emigration Canyon
Salt Lake City, UT 84108
(iii) Retired
26. (i) Bonnie Bennett
(ii) 1601 Emigration Canyon
Salt Lake City, UT 84108
(iii) Not employed outside of the home
27. (i) Lawrence Jeppson
(ii) 9004 Honeybee Lane
Bethesda, MD 20817
(iii) Self-employed art dealer and consultant
28. (i) Frances Jeppson
(ii) 9004 Honeybee Lane
Bethesda, MD 20817
(iii) Not employed outside of the home
29. (i) Sandra M. Covey
(ii) 3355 North University Avenue, Suite 200
Provo, UT 84604
(iii) Not employed outside of the home
SEC 1746 (10-97)
42
CUSIP No. 353469 10 9
-----------
INDEX TO EXHIBITS
Exhibit Description
- ------------------------ ----- -------------------------------------------------
A Written agreement relating to the filing of a
joint statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934.
SEC 1746 (10-97)
43
CUSIP No. 353469 10 9
-----------
EXHIBIT A
AGREEMENT
Each of the undersigned agrees that this Amendment No. 2 to Schedule
13D relating to equity securities of Franklin Covey Co. shall be filed on behalf
of each of the undersigned.
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Hyrum W. Smith by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Arlen B. Crouch, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 5, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Robert F. Bennett, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
March 12, 1999 /s/ STEPHEN R. COVEY
- --------------- -----------------------------------------------------
Date Stephen R. Covey
March 12, 1999 /s/ SANDRA M. COVEY
- --------------- -----------------------------------------------------
Date Sandra M. Covey
SEC 1746 (10-97)
44
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Stephen M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Blaine N. Lee, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated June 3, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date A. Roger Merrill, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Brad G. Anderson, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date John M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Roice N. Krueger, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 4, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
SEC 1746 (10-97)
45
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David Conley, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Robert J. Guindon, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Kevin R. Cope, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Charles S. Farnsworth, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David Hanna, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated June 3, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Greg D. Link, by John L. Theler, Attorney-in-Fact
pursuant to a Power of Attorney dated May 30, 1997,
a conformed copy of which is on file with the
Commission and incorporated herein by this reference
SEC 1746 (10-97)
46
CUSIP No. 353469 10 9
-----------
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date Michael Sean M. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated May 30, 1997, a conformed copy of which is
on file with the Commission and incorporated herein
by this reference
2/12/99 /s/ JOHN L. THELER
- --------------- -----------------------------------------------------
Date David M. R. Covey, by John L. Theler,
Attorney-in-Fact pursuant to a Power of Attorney
dated June 4, 1997, a conformed copy of which is on
file with the Commission and incorporated herein by
this reference
4/20/99 /s/ JAMES M. BENNETT
- --------------- -----------------------------------------------------
Date James M. Bennett
4/20/99 /s/ LAUREL S. BENNETT
- --------------- -----------------------------------------------------
Date Laurel S. Bennett
Feb. 18, 1999 /s/ WALLACE G. BENNETT
- --------------- -----------------------------------------------------
Date Wallace G. Bennett
Feb. 18, 1999 /s/ BETTY JANE BENNETT
- --------------- -----------------------------------------------------
Date Betty Jane Bennett
02/19/99 /s/ ROBERT C. FLETCHER
- --------------- -----------------------------------------------------
Date Robert C. Fletcher
02/19/99 /s/ ROSEMARY B. FLETCHER
- --------------- -----------------------------------------------------
Date Rosemary B. Fletcher
2/27/99 /s/ DAVID BENNETT
- --------------- -----------------------------------------------------
Date David Bennett
47
CUSIP No. 353469 10 9
-----------
2/23/99 /s/ BONNIE BENNETT
- --------------- -----------------------------------------------------
Date Bonnie Bennett
19 Feb 99 /s/ LAWRENCE S. JEPPSON
- --------------- -----------------------------------------------------
Date Lawrence Jeppson
Feb. 19, 1999 /s/ FRANCES B. JEPPSON
- --------------- -----------------------------------------------------
Date Frances B. Jeppson
SEC 1746 (10-97)