<PAGE> 1
OMB APPROVAL
OMB Number 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response.............14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Franklin Quest Co.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.05 par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
354596-10-8
--------------------------
(CUSIP Number)
Richard G. Brown
KIMBALL, PARR, WADDOUPS, BROWN & GEE
185 South State Street, Suite 1300
Salt Lake City, Utah 84111
(801) 532-7840
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 1, 1996
------------------------------------------------------------------------------
(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).
Page 1 of 6
<PAGE> 2
CUSIP No. 354596-10-8 SCHEDULE 13D Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arlen B. Crouch; SSN: ###-##-####
- -------------------------------------------------------------------------------
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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,071,450
NUMBER OF
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 90,000
REPORTING ------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
1,071,450
------------------------------------------------------
10 SHARED DISPOSITIVE POWER
90,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,161,450
- -------------------------------------------------------------------------------
12 CHECK BOX 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
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
CUSIP No. 354596-10-8 SCHEDULE 13D Page 3 of 6 Pages
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 Quest Co. (the "Issuer").
(c) Address of Issuer's Principal Executive Offices:
2200 West Parkway Boulevard, Salt Lake City, Utah 84119
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
Arlen B. Crouch ("Crouch")
(b) Business address:
2200 West Parkway Boulevard, Salt Lake City, Utah 84119
(c) Present principal occupation or employment:
On April 1, 1996, Crouch was President and Chief
Operating Officer of the Issuer.
(d) Criminal Proceedings:
None
(e) Civil Proceedings:
None
(f) Citizenship:
United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On April 1, 1996, 17,500 shares underlying previously issued
options became exercisable. Such options are Incentive Stock Options
issued by the Issuer, for which Crouch paid no consideration.
<PAGE> 4
CUSIP No. 354596-10-8 SCHEDULE 13D Page 4 of 6 Pages
ITEM 4. PURPOSE OF TRANSACTION
On April 1, 1996, 17,500 shares underlying previously issued
options became exercisable. Such options are Incentive Stock Options
issued by the Issuer, for which Crouch paid no consideration.
Crouch 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. Except as described above, Crouch presently has
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) On April 1, 1996, the aggregate number of shares of the Common
Stock beneficially owned by Crouch was 1,161,450 shares, which
(i) included 799,029 shares of the Common Stock underlying
then exercisable options or options exercisable within sixty
days of April 1, 1996 and (ii) represented 5.2% of the
outstanding shares of the Common Stock.
(b) On April 1, 1996, Crouch had the sole power to vote or direct
the vote and sole power to dispose or to direct the
disposition of 1,071,450 shares of the Common Stock, of which
(i) 45,000 shares of the Common Stock were held by Crouch as
trustee of The Arlen B. Crouch Trust, as to which Crouch had
sole investment and dispositive power as trustee and (ii)
35,000 shares of the Common Stock were held by Crouch as
trustee of The Arlen B. Crouch Family Foundation, as to which
Crouch had sole investment and dispositive power as trustee.
On April 1, 1996, Crouch may be deemed to have shared voting
and dispositive power with his wife who is the trustee of The
Derrel R. Crouch Trust, which held 90,000 shares of the Common
Stock. The following information is provided regarding
Crouch's wife, pursuant to the instructions for Item 5(b):
(i) Name:
Derrel R. Crouch
(ii) Residence address:
2566 Barcelona, Sandy, Utah 84092
(iii) Present principal occupation or employment:
Not employed outside of the home.
(iv) Criminal Proceedings:
None
(v) Civil Proceedings:
None
<PAGE> 5
CUSIP No. 354596-10-8 SCHEDULE 13D Page 5 of 6 Pages
(vi) Citizenship:
United States
(c) None.
(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 except
as indicated above.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE> 6
CUSIP No. 354596-10-8 SCHEDULE 13D Page 6 of 6 Pages
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.
November 7, 1996 /s/ ARLEN B. CROUCH
- ------------------------ --------------------------
Date Arlen B. Crouch