SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D/A
AMENDMENT NO 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Franklin Covey Co.
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(Name of Issuer)
Common Stock, Par Value, $0.05 Per Share
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(Title of Class of Securities)
353469109
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(CUSIP Number)
Daniel A. Decker
Knowledge Capital Investment Group
4200 Chase Tower West
2200 Ross Avenue
Dallas, Texas 75201
(214) 220-4900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 17, 1999
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(Date of Event Which Requires Filing
of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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>
CUSIP No. 353469109 SCHEDULE 13D Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Knowledge Capital Investment Group
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF
SHARES 5,357,143*
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING None
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
5,357,143*
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,357,143*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
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14 TYPE OF REPORTING PERSON*
PN
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* Represents shares of Common Stock issuable upon conversion of Series A
Convertible Preferred Stock.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 amends the Statement on Schedule 13D filed on June 14, 1999
(the "Schedule 13D"), by knowledge Capital Investment Group (the "Reporting
Person").
Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following at the end thereof:
The Stockholders Agreement between the Company and the Reporting Person
provides, among other things, that the Reporting Person may not acquire more
than 25% of the total voting power of the Company unless the acquisition is
approved by the members of the Board who are not designees of the Reporting
Person or the acquisition is otherwise permitted. Permitted acquisitions are
acquisitions of common or preferred shares of the Company (i) pursuant to a
rights offering (other than a rights offering of up to 750,000 additional shares
of Series A Preferred) made to all holders of the Company's common stock and
(ii) upon conversion of the Series A Preferred or pursuant to other terms of the
Series A Preferred Stock. In addition, the restrictions do not apply to
acquisitions of common or preferred shares that do not increase the Reporting
Person's beneficial ownership of the Company's common shares by more than 10%
during any 12 consecutive month period.
Subject to the foregoing contractual limitations, the Reporting Person
presently intends to consider purchases from time to time of common shares of
the Company in open-market purchases or private negotiated transactions. Whether
or not the Reporting Person will purchase common shares will depend on trading
prices and volumes for the Company's common shares, the Company's results of
operations, general industry and capital market conditions and other factors.
There can be no assurance as to whether any such purchases will be made or the
timing or terms thereof.
While the Reporting Person has no plans or proposals of the type required
to be disclosed by Item 4 of Schedule 13D other than those set forth in Item 4
of this Schedule, as amended, the Reporting Person intends to review its
investment in the Company from time to time and reserves the right to take or
propose any action in the future.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: June 18, 1999 KNOWLEDGE CAPITAL INVESTMENT GROUP
By: Inspiration Investments Partners III, L.P.
Its Manager
By: Inspiration Investments GenPar III, L.P.
Its General Partner
By: Hampstead Associates, Inc.
Its Managing General Partner
By: /s/ Kym Irvin
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Name: Kym Irvin
Title: Vice President, Controller and
Assistant Secretary
