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OMB APPROVAL
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OMB Number 3235-0145
Expires: October 31, 1997
Estimated average burden
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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.
Kimball, Parr, Waddoups, Brown & Gee
P.O. Box 11019
Salt Lake City, UT 84147
(801) 532-7840
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 30, 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).
Page 1 of 57
<PAGE> 2
SCHEDULE 13D
CUSIP No. 353469 109 PAGE 2 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hyrum W. Smith ("Smith")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
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
1,805,158 (includes 705,048 shares held in the name of
The Hyrum W. Smith Trust as to which Smith has sole
NUMBER OF investment and voting power and 145,000 shares
SHARES issuable upon the exercise of currently exercisable
BENEFICIALLY options)
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING -0-
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,805,158 (Includes 705,048 shares held in the name
of The Hyrum W. Smith Trust as to which Smith has
sole investment and voting power and 145,000 shares
issuable upon the exercise of currently exercisable
options.)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,805,158 (Includes 705,048 shares held in the name of The Hyrum W. Smith
Trust as to which Smith has sole investment and voting power and 145,000
shares issuable upon the exercise of currently exercisable options.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 3 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arlen B. Crouch ("Crouch")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
280,000 (Includes 30,000 shares held in the name of
The Arlen B. Crouch Family Foundation and 250,000
shares issuable upon the exercise of currently
NUMBER OF exercisable options)
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 70,000
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 280,000 (Includes 30,000 shares held in the name of
WITH The Arlen B. Crouch Family Foundation and 250,000
shares issuable upon the exercise of currently
exercisable options)
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
70,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 (Includes 30,000 shares held in the name of The Arlen B. Crouch
Family Foundation and 250,000 shares issuable upon the exercise of
currently exercisable options)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 4
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 4 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert F. Bennett ("Bennett")
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
476,849 (These shares are held by The Robert F.
Bennett Asset Management Trust, of which Bennett is
the beneficiary and settlor, with power to revoke)
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,810 (These shares are held by Bennett's daughters
OWNED BY who share Bennett's household)
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 476,849 (These shares are held by The Robert F.
WITH Bennett Asset Management Trust of which Mr. 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
480,659 (Includes (i) 476,849 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 BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 5
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 5 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen R. Covey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
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
2,036,566
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,036,566
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,036,566
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 6
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 6 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. R. Covey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 7
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 7 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Blaine N. Lee
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 8
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 8 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A. Roger Merrill
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 9
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 9 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brad G. Anderson
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 10
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 10 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John M. R. Covey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
192,314
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 192,314
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,314
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 11
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 11 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roice N. Krueger
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 12
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 12 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David N. Conley
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 13
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 13 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert J. Guindon
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- 00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 14
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 14 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin R. Cope
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 15
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 15 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles S. Farnsworth
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 16
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 16 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Hanna
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 17
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 17 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Greg D. Link
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
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
127,364
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 127,364
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,364
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 18
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 18 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael Sean M. Covey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 19
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 19 OF 57 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David M.R. Covey
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
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
318,411
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 318,411
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
318,411
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS 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> 20
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 20 OF 57 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 Covey Co., formerly Franklin Quest
Co. (the "Issuer")
(c) Address of Issuer's Principal Executive Office: 2200 West
Parkway Boulevard, Salt Lake City, UT 84119
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This 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 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
All of the Reporting Persons except for Smith, Crouch and
Bennett were formerly stockholders of Covey Leadership Center, Inc., a
Utah corporation ("Covey"; the Reporting Persons who are former
shareholders of Covey are hereinafter referred to as the "Covey
Shareholders"). Pursuant to a Merger Agreement dated as of March 21,
1997 among the Issuer, Covey and the Covey Shareholders, Covey merged
with and into the Issuer on May 30, 1997 and the shares of Covey's
capital stock outstanding at the time of the Merger were automatically
converted into the right to receive an aggregate of 5,030,901 shares of
the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Covey Shareholders acquired the shares of Common Stock
pursuant to the Merger. Such shares are being held for investment
purposes only. Smith, Crouch and Bennett continue to hold the shares of
the Common Stock that they held prior to the Merger and continue to
hold such shares for investment purposes only. 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
<PAGE> 21
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 21 OF 57 PAGES
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. The Shareholders Agreement is filed as an
exhibit to this Statement and is incorporated herein by reference.
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, 7,666,711 shares, representing 30.4% 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 24,797,359 shares outstanding, consisting of 19,766,458
shares outstanding on March 21, 1997, as set forth in the Proxy
Statement delivered in connection with the Merger, together with the
5,030,901 shares of the Common Stock issued pursuant to the Merger.
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) On May 30, 1997, 5,030,901 shares were issued to the Covey Shareholders
pursuant to the Merger in the amounts set forth on the respective Cover
Sheets of the Covey Shareholders.
(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.
<PAGE> 22
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 22 OF 57 PAGES
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 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.
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.
Attached hereto as Exhibit B is a copy of the Shareholders
Agreement dated as of May 30, 1997.
<PAGE> 23
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 23 OF 57 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.
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Hyrum W. Smith by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ------------------------------- ------------------------
Date Arlen B. Crouch, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 5,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ------------------------------- ------------------------
Date Robert F. Bennett, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ------------------------------- ------------------------
Date Stephen R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 24
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 24 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Stephen M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Blaine N. Lee, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated June 3, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date A. Roger Merrill, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Brad G. Anderson, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 25
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 25 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date John M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Roice N. Krueger, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 4,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date David Conley, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Robert J. Guindon, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Kevin R. Cope, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
<PAGE> 26
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 26 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Charles S. Farnsworth, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date David Hanna, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated June 3, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Greg D. Link, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date Michael Sean M. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- --------------------------------- ------------------------
Date David M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 4,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 27
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 27 OF 57 PAGES
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) 3507 North University Avenue
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.
<PAGE> 28
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 28 OF 57 PAGES
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.
<PAGE> 29
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 29 OF 57 PAGES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------------------------- ------------------------------------------------
<S> <C>
99.1 Written agreement relating to the filing of a
joint statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934.
99.2 Shareholders Agreement dated May 30, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 30 OF 57 PAGES
AGREEMENT
Each of the undersigned agrees that this Schedule 13D relating to
equity securities of Franklin Covey Co. shall be filed on behalf of each of the
undersigned.
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Hyrum W. Smith by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Arlen B. Crouch, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 5,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Robert F. Bennett, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Stephen R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 2
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 31 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Stephen M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Blaine N. Lee, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated June 3, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date A. Roger Merrill, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Brad G. Anderson, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 3
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 32 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date John M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Roice N. Krueger, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 4,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date David Conley, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Robert J. Guindon, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Kevin R. Cope, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
<PAGE> 4
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 33 OF 57 PAGES
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Charles S. Farnsworth, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date David Hanna, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated June 3, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Greg D. Link, by Val John Christensen,
Attorney-in-Fact pursuant to a Power of
Attorney dated May 30, 1997, a conformed
copy of which is filed herewith and
incorporated herein by this reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date Michael Sean M. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated May 30,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
June 6, 1997 /s/ VAL JOHN CHRISTENSEN
- ---------------------------------- ------------------------
Date David M. R. Covey, by Val John
Christensen, Attorney-in-Fact pursuant
to a Power of Attorney dated June 4,
1997, a conformed copy of which is filed
herewith and incorporated herein by this
reference
<PAGE> 1
EXHIBIT 99.2
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 34 OF 57 PAGES
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (this "Agreement") is entered into among
the undersigned persons (each, a "Shareholder" and, collectively, the
"Shareholders") as of May 30, 1997.
WHEREAS, the shareholders of Covey Leadership Center, Inc., a Utah
corporation ("Covey"), Covey and Franklin Quest Co., a Utah corporation
("Franklin"), have entered into a Merger Agreement (the "Merger Agreement")
dated as of March 21, 1997, pursuant to which, subject to certain conditions,
Covey will be merged into and with Franklin; and
WHEREAS, each of the Shareholders is or will be, as of the
consummation of the Merger (as defined in the Merger Agreement), a shareholder
of Franklin; and
WHEREAS, as a condition to the closing and as an integral part of the
transactions contemplated by the Merger Agreement and in order to induce each
party to the Merger Agreement to enter into and consummate the transactions
contemplated thereby, each Shareholder desires to execute and deliver this
Agreement in accordance with Sections 2.2(k), 2.3(i) and 4.1(a)(vii) of the
Merger Agreement;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, each Shareholder hereby
agrees as follows:
1. Each Shareholder hereby covenants and agrees that, during the
Control Period (as defined in the Merger Agreement), he or it will vote all
shares of the capital common stock, $0.05 par value per share, of Franklin (the
"Franklin Common") held by him or it in favor of the election of members to
serve on the Board of Directors of Franklin (the "Board") as shall be nominated
by the Nominating Committee of the Board during the Control Period.
2. Each Shareholder hereby declares that the agreements and covenants
made by him or it herein are made for valuable consideration, are coupled with
an interest and shall be irrevocable.
3. This Agreement shall be binding upon each Shareholder and his or its
respective successors, assigns, heirs, executors, administrators and personal
representatives. The obligations of each Shareholder hereunder shall attach and
apply during the Control Period to all shares of Franklin Common held by such
Shareholder at the Effective Time (as defined in the Merger Agreement) or
thereafter acquired during the Control Period. Each Shareholder accordingly
covenants and agrees hereby not to assign, pledge or otherwise transfer any of
such shares to any person, trust, partnership, corporation or other entity
affiliated with or created for the benefit of any Shareholder or the family of
any Shareholder without the assignee, pledgee or transferee first agreeing in
writing to be bound by and subject to the terms of this Agreement with respect
to such shares, and agrees that any such transfer not according to the terms of
this Section shall be deemed ineffective and void. Nothing herein shall be
deemed to preclude or shall preclude the bona fide transfer by gift or sale by
any Shareholder of the shares of Franklin Common held by him, publicly or
privately, to an unaffiliated third party or to Franklin, which donee or
purchaser shall not be bound by the provisions of this Agreement.
4. Each person executing this Agreement as a Shareholder hereby
represents and warrants that he has full authority to do so and to bind the
Shareholder legally hereby.
<PAGE> 2
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 35 OF 57 PAGES
5. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Utah without regard to principles of conflicts of
laws thereof. Whenever the context requires, the singular shall include the
plural and the plural shall include the singular, the whole shall include any
part thereof, and any gender shall include all other genders.
6. This Agreement is the entire agreement of the parties hereto
relating to the subject matter hereof and supersedes all prior oral or written
agreements or understandings with respect thereto.
7. Any amendment or waiver of this Agreement shall only be effective if
it is executed in writing by the Shareholders holding Franklin Common as of the
effective date of such amendment or waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement. Faxed counterparts and signatures shall be deemed
originals and shall be as effective, valid and enforceable as if originals.
[REMAINDER OF PAGE INTENTIONALLY BLANK -- SIGNATURE PAGE FOLLOWS]
<PAGE> 3
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 36 OF 57 PAGES
IN WITNESS WHEREOF, each Shareholder has duly executed and delivered
this Agreement as of the day and year first written above.
/s/ HYRUM W. SMITH
-------------------------------
Hyrum W. Smith, individually
The Hyrum W. Smith Trust
By: /s/ HYRUM W. SMITH
-----------------------------
Hyrum W. Smith, trustee
/s/ ARLEN B. CROUCH
-------------------------------
Arlen B. Crouch
The Arlen B. Crouch Trust
By: /s/ ARLEN B. CROUCH
-------------------------------
Arlen B. Crouch, trustee
Senator Robert F. Bennett Managed Asset Trust
By: /s/ JOHN K. BAIRD
-------------------------------
John K. Baird, trustee
/s/ STEPHEN R. COVEY
-------------------------------
Stephen R. Covey
/s/ STEPHEN M.R. COVEY
-------------------------------
Stephen M.R. Covey
/s/ BLAINE N. LEE
-------------------------------
Blaine N. Lee
<PAGE> 4
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 37 OF 57 PAGES
/s/ A. ROGER MERRILL
-------------------------------
A. Roger Merrill
/s/ BRAD G. ANDERSON
-------------------------------
Brad G. Anderson
/s/ JOHN M.R. COVEY
-------------------------------
John M.R. Covey
/s/ ROICE N. KRUEGER
-------------------------------
Roice N. Krueger
/s/ DAVID CONLEY
-------------------------------
David Conley
/s/ ROBERT J. GUINDON
-------------------------------
Robert J. Guindon
/s/ KEVIN R. COPE
-------------------------------
Kevin R. Cope
/s/ CHARLES S. FARNSWORTH
-------------------------------
Charles S. Farnsworth
/s/ DAVID HANNA
-------------------------------
David Hanna
/s/ GREG D. LINK
-------------------------------
Greg D. Link
<PAGE> 5
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 38 OF 57 PAGES
/s/ MICHAEL SEAN M. COVEY
-------------------------------
Michael Sean M. Covey
/s/ DAVID M.R. COVEY
-------------------------------
David M.R. Covey
<PAGE> 6
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 39 OF 57 PAGES
POWERS OF ATTORNEY
<PAGE> 7
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 40 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ HYRUM W. SMITH
-------------------------------
HYRUM W. SMITH
<PAGE> 8
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 41 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of June, 1997.
/s/ ARLEN B. CROUCH
-------------------------------
ARLEN B. CROUCH
<PAGE> 9
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 42 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ ROBERT F. BENNETT
-------------------------------
ROBERT F. BENNETT
<PAGE> 10
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 43 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ STEPHEN R. COVEY
-------------------------------
STEPHEN R. COVEY
<PAGE> 11
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 44 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ STEPHEN M. R. COVEY
-------------------------------
STEPHEN M. R. COVEY
<PAGE> 12
SCHEDULE 13D
CUSIP No. 353469 10 9 PAGE 45 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes
and appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.
/s/ BLAINE N. LEE
-------------------------------
BLAINE N. LEE
<PAGE> 13
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 46 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ A. ROGER MERRILL
-------------------------------
A. ROGER MERRILL
<PAGE> 14
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 47 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ BRAD G. ANDERSON
-------------------------------
BRAD G. ANDERSON
<PAGE> 15
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 48 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ JOHN M. R. COVEY
-------------------------------
JOHN M. R. COVEY
<PAGE> 16
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 49 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.
/s/ ROICE N. KRUEGER
-------------------------------
ROICE N. KRUEGER
<PAGE> 17
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 50 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ DAVID CONLEY
-------------------------------
DAVID CONLEY
<PAGE> 18
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 51 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ ROBERT J. GUINDON
-------------------------------
ROBERT J. GUINDON
<PAGE> 19
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 52 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ KEVIN R. COPE
-------------------------------
KEVIN R. COPE
<PAGE> 20
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 53 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ CHARLES S. FARNSWORTH
-------------------------------
CHARLES S. FARNSWORTH
<PAGE> 21
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 54 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.
/s/ DAVID HANNA
-------------------------------
DAVID HANNA
<PAGE> 22
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 55 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ GREG D. LINK
-------------------------------
GREG D. LINK
<PAGE> 23
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 56 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.
/s/ MICHAEL SEAN M. COVEY
-------------------------------
MICHAEL SEAN M. COVEY
<PAGE> 24
CUSIP No. 353469 10 9 SCHEDULE 13D PAGE 57 OF 57 PAGES
FRANKLIN COVEY CO.
POWER OF ATTORNEY
FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned (i) Forms 3, 4
and 5 (including any amendments thereto) which may be required
to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder and (ii)
Schedules 13G and 13D (including any amendments thereto) which
may be required to be filed in accordance with Sections 13(d)
and 13(g) of the Securities Exchange Act of 1934 and the rules
thereunder as a result of the undersigned's ownership of or
transactions in securities of Franklin Covey Co.;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4 or 5 or Schedule 13G or
13D and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority;
and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being
understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in
his discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.
Photographic copies of this Power of Attorney shall have the same force
and effect as the original.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.
/s/ DAVID M. R. COVEY
-------------------------------
DAVID M. R. COVEY
