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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
Franklin Covey Co.
(Name of Issuer)
Common Stock, $.05 Par Value
(Title of Class of Securities)
354596-10-8
(CUSIP Number)
*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 the
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 7 Pages
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13G
CUSIP No. 354596-10-8 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dennis R. Webb
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
82,500
NUMBER OF ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,409,212
EACH
REPORTING ----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
82,500
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,409,212
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,712
- ----------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ----------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
- ----------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- ----------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
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13G
CUSIP No. 354596-10-8 Page 3 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Martsie D. Webb
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
None
NUMBER OF ----------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,491,712
EACH
REPORTING ----------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH
None
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,491,712
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,491,712
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.0%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
13G
CUSIP No. 354596-10-8 Page 4 of 7 Pages
This Amendment No. 5 to the Schedule 13G of Dennis R. Webb and Martsie D. Webb
amends and supplements, and should be read in conjunction with, the Schedule
13G, which was filed on or about February 11, 1993, Amendment No. 1 thereto
filed on or about February 12, 1994, Amendment No. 2 thereto filed on or about
February 14, 1995, Amendment No. 3 thereto filed on or about June 25, 1996 and
Amendment No. 4 thereto filed on or about February 11, 1997.
ITEM 1.
(a) Name of Issuer: Franklin Covey Co.
(b) Address of Issuer's Principal Executive Offices: 2200 West
Parkway Boulevard, Salt Lake City, Utah 84119-2331
ITEM 2.
(a) Name of Persons Filing: Dennis R. Webb and Martsie D. Webb
(the "Reporting Persons")
(b) Address of Principal Business Office or, if none, Residence:
9327 Midlothian Turnpike, Suite 1B, Richmond, Virginia 23235
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock, $.05 Par Value
(the "Common Stock")
(e) CUSIP Number: 354596-10-8
ITEM 3.
This statement is NOT filed pursuant to Rule 13d-1(b) or
13d-2(b).
ITEM 4. OWNERSHIP
(a) Amount beneficially owned by Mr. Webb as of December 31, 1997:
1,491,712 shares
Amount beneficially owned by Mrs. Webb as of December 31,
1997: 1,491,712 shares*
(b) Percent of Class owned by Mr. Webb as of December 31, 1997:
6.0%
Percent of Class owned by Mrs. Webb as of December 31, 1997:
6.0%
-------------------
* Includes 82,500 shares beneficially owned by Mr. Webb, which
Mrs. Webb, as the spouse of Mr. Webb, may be deemed to
beneficially own as a result of such relationship.
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13G
CUSIP No. 354596-10-8 Page 5 of 7 Pages
(c) Number of shares as to which the Reporting Persons have:
(i) sole power to vote or to direct the vote: As of
December 31, 1997, Mr. Webb had sole power to vote or
direct the vote of 82,500 shares as Trustee of The
Lighthouse Foundation, as to which Mr. Webb has sole
investment and voting power. Mrs. Webb did not have
sole power to vote or direct the vote of any shares.
(ii) shared power to vote or to direct the vote: As of
December 31, 1997, the Reporting Persons shared the
power to vote or direct the vote of 1,409,212 shares
held by the Reporting Persons as tenants in common.
In addition, Mrs. Webb, the spouse of Mr. Webb may,
as a result of such relationship, be deemed to share
voting power with respect to the 82,500 shares held
by Mr. Webb as Trustee of The Lighthouse Foundation.
(iii) sole power to dispose or to direct the disposition
of: As of December 31, 1997, Mr. Webb had sole power
to dispose or direct the disposition of 82,500 shares
as Trustee of The Lighthouse Foundation, as to which
Mr. Webb has sole investment and voting power. Mrs.
Webb did not have sole power to dispose or direct the
disposition of any shares.
(iv) shared power to dispose or to direct the disposition
of: As of December 31, 1997, the Reporting Persons
shared the power to dispose or direct the disposition
of 1,409,212 shares held by the Reporting Persons as
tenants in common. In addition, Mrs. Webb, the spouse
of Mr. Webb may, as a result of such relationship,
be deemed to share the power to dispose with respect
to the 82,500 shares held by Mr. Webb as Trustee of
The Lighthouse Foundation.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
This statement is NOT being filed to report the fact that as of the
date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
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13G
CUSIP No. 354596-10-8 Page 6 of 7 Pages
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
Not applicable.
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13G
CUSIP No. 354596-10-8 Page 7 of 7 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.
DATED: January 30, 1998 DATED: January 30, 1998
MARTSIE D. WEBB DENNIS R. WEBB
By /s/ KENT H. COLLINS By /s/ KENT H. COLLINS
-------------------------------------- -----------------------------------
Martsie D. Webb by Kent H. Collins, Dennis R. Webb by Kent H. Collins,
Attorney-in-Fact pursuant to a Attorney-in-Fact pursuant to a
Power of Attorney dated May 1995, a Power of Attorney dated April 28,
copy of which is on file with the 1995, a copy of which is on file
Commission and incorporated herein with the Commission and
by this reference. incorporated herein by this
reference.
AGREEMENT
The undersigned agree that this Amendment No. 5 to Schedule 13G of
Dennis R. Webb and Martsie D. Webb relating to the shares of Common Stock of
Franklin Covey Co. shall be filed on behalf of the undersigned.
DATED: January 30, 1998 DATED: January 30, 1998
MARTSIE D. WEBB DENNIS R. WEBB
By /s/ KENT H. COLLINS By /s/ KENT H. COLLINS
-------------------------------------- -----------------------------------
Martsie D. Webb by Kent H. Collins, Dennis R. Webb by Kent H. Collins,
Attorney-in-Fact pursuant to a Attorney-in-Fact pursuant to a
Power of Attorney dated May 1995, a Power of Attorney dated April 28,
copy of which is on file with the 1995, a copy of which is on file
Commission and incorporated herein with the Commission and
by this reference. incorporated herein by this
reference.