UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
FRANKLIN COVEY CO.
(Name of Issuer)
COMMON STOCK, $0.05 Par Value
(Title of Class of Securities)
353469 10 9
(CUSIP Number)
Ronald S. Poelman, Esq.
Jones, Waldo, Holbrook & McDonough
170 South Main Street, Suite 1500
Salt Lake City, UT 84101
Telephone: (801) 521-3200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 25, 2003
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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 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 ("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).
(Continued on following pages)
1
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Stephen R. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)_______
(b)_______
3 SEC Use Only
4 Source of Funds
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
1,052,384 (includes (i) 1,012,384 shares held in the name of
Sanstep Properties, L.C., of which Stephen R. Covey and his
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Stephen R. Covey and
his spouse are the Managers).
9 Sole Dispositive Power
None
10 Shared Dispositive Power
1,052,384 (includes (i) 1,012,384 shares held in the name of
Sanstep Properties, L.C., of which Stephen R. Covey and his
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Stephen R. Covey and
his spouse are the Managers).
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,052,384 (includes (i) 1,012,384 shares held in the name of Sanstep
Properties, L.C., of which Stephen R. Covey and his spouse are the
Managers, and (ii) 40,000 shares held in the name of SRSMC Properties,
LLC, of which Stephen R. Covey and his spouse are the Managers).
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 5.2%
14 Type of Reporting Person IN
2
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Sandra M. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
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
1,052,384 (includes (i) 1,012,384 shares held in the name of
Sanstep Properties, L.C., of which Sandra M. Covey and her
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Sandra M. Covey and
her spouse are the Managers).
9 Sole Dispositive Power
None
10 Shared Dispositive Power
1,052,384 (includes (i) 1,012,384 shares held in the name of
Sanstep Properties, L.C., of which Sandra M. Covey and her
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Sandra M. Covey and
her spouse are the Managers).
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,052,384 (includes (i) 1,012,384 shares held in the name of Sanstep
Properties, L.C., of which Sandra M. Covey and her spouse are the
Managers, and (ii) 40,000 shares held in the name of SRSMC Properties,
LLC, of which Sandra M. Covey and her spouse are the Managers).
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 5.2%
14 Type of Reporting Person IN
3
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Sanstep Properties, L.C., EIN 87-0589130
2 Check the Appropriate Box if a Member of a Group
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
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 State of Utah
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,012,384 shares
8 Shared Voting Power
None
9 Sole Dispositive Power
1,012,384 shares
10 Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,012,384 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 5.0%
14 Type of Reporting Person OO
4
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
SRSMC Properties, LLC, EIN 87-055416
2 Check the Appropriate Box if a Member of a Group
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
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 State of Colorado
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
40,000 shares
8 Shared Voting Power
None
9 Sole Dispositive Power
40,000 shares
10 Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,000 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 0.2 %
14 Type of Reporting Person OO
5
Item 1. Security and Issuer
The name of the issuer is Franklin Covey Co. (the "Company"), which has
its principal executive offices at 2200 West Parkway Blvd., Salt Lake City, UT
84119. The class of equity securities to which this statement relates is the
common stock, par value $0.05 per share, of the Company (the "Shares").
Item 2. Identity and Background
(a) - (c), (f) This Statement is filed by and on behalf of Stephen R.
Covey, Sandra M. Covey, Sanstep Properties, L.C. and SRSMC Properties, LLC (each
a "Reporting Person" and collectively, the "Reporting Persons"). The following
table sets forth for each natural Reporting Person (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:
1. (i) Stephen R. Covey
(ii) 3355 North University Ave., Suite 200, Provo, UT 84604
(iii) Vice-Chairman of the Company
2. (i) Sandra M. Covey
(ii) 3355 North University Ave., Suite 200, Provo, UT 84604
(iii) Not employed outside of the home
Sanstep Properties, L.C. is a Utah limited liability company holding
certain investments. Its principal offices are located at 3521 North University
Ave., Suite 200, Provo, UT 84604. SRSMC Properties, LLC is a Colorado limited
liability company holding certain investments. Its principal offices are located
at 3521 North University Ave., Suite 200, Provo, UT 84604.
(d) - (e) During the last five years, none of the Reporting Persons has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transactions being reported involved either a
change in the nature of beneficial ownership or dispositions.
Item 4. Purpose of the Transaction
On August 25, 2003, Sanstep Properties, L.C., gifted 370,000 Shares to
Brigham Young University.
Each of the Reporting Persons reserves the right to purchase or dispose
of shares of Company common stock in the open market, in privately negotiated
transactions or in any other lawful manner in the future.
Except as described above, the Reporting Persons presently have no
plans or proposals which related to or would result in any action enumerated in
subparagraphs (a) through (j) of the instructions for Item 4 of Schedule 13D.
6
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 relates to the beneficial
ownership of the Shares, are incorporated herein by reference.
(b) Each of the Reporting Persons has the sole power to vote or direct
the vote, shares power to vote or direct the vote, sole power to dispose of or
direct the disposition of, and shares power to dispose of or direct the
disposition of the shares of common stock listed on such person's respective
Cover Sheet as being beneficially owned by such person.
(c) None of the Reporting Persons have engaged in any transaction in
any Shares during the sixty day period immediately preceding the date hereof
except as described herein.
(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, any of the
above described Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
Except as described in this Statement, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships with any
persons with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: September 2, 2003
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey by Ronald S. Poelman, Attorney-in-
fact pursuant to a Power of Attorney dated December
1, 1998, a conformed copy of which is on file with
the Commission and incorporated herein by this
reference.
/s/ RONALD S. POELMAN
---------------------------------------------------
Sandra M. Covey by Ronald S. Poelman, Attorney-in-
fact pursuant to a Power of Attorney dated March 12,
1999, a conformed copy of which is on file with the
Commission and incorporated herein by this
reference.
Sanstep Properties, L.C.
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey, Manager, by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of Attorney
dated March 12, 1999, a conformed copy of which is
on file with the Commission and incorporated herein
by this reference.
SRSMC Properties, LLC
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey, Manager, by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of Attorney
dated March 12, 1999, a conformed copy of which is
on file with the Commission and incorporated herein
by this reference.
8
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
9
Exhibit 1
Joint Filing Agreement
Each of the undersigned agrees that this Schedule 13D and all
amendments thereto shall be filed on behalf of each of them.
Dated: January 29, 2003
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey by Ronald S. Poelman, Attorney-in-
fact pursuant to a Power of Attorney dated December
1, 1998, a conformed copy of which is on file with
the Commission and incorporated herein by this
reference.
/s/ RONALD S. POELMAN
---------------------------------------------------
Sandra M. Covey by Ronald S. Poelman, Attorney-in-
fact pursuant to a Power of Attorney dated March 12,
1999, a conformed copy of which is filed herewith
and incorporated herein by this reference.
Sanstep Properties, L.C.
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey, Manager, by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of Attorney
dated March 12, 1999, a conformed copy of which is
filed herewith and incorporated herein by this
reference.
SRSMC Properties, LLC
/s/ RONALD S. POELMAN
---------------------------------------------------
Stephen R. Covey, Manager, by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of Attorney
dated March 12, 1999, a conformed copy of which is
filed herewith and incorporated herein by this
reference.
10