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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
AMENDMENT NO. 3
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)
SERIES A PREFERRED STOCK, NO PAR VALUE
COMMON STOCK, PAR VALUE $0.05 PER SHARE
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(Title and Class of Securities)
353469109
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(CUSIP Number)
William T. Cavanaugh, Jr.
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)
NOVEMBER 2, 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
|_|.
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- ------------------------------ -------------------------------
CUSIP NO. 353469109 SCHEDULE 13D PAGE 2
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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
6,340,872*
------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 6,340,872*
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,340,872*
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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)
24.4%*
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14 TYPE OF REPORTING PERSON
PN
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* Represents 5,491,072 shares of Common Stock issuable upon conversion of
Series A Preferred Stock and 849,800 shares of Common Stock (with the
percent ownership calculated using the number of outstanding shares of
Common Stock reported in the Company's Form 10-Q for the quarter ended
May 29, 1999).
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This Amendment No. 3 amends the Statement on Schedule 13D filed on June 14,
1999, as amended by Amendment Nos. 1 and 2 (the "Schedule 13D"), by Knowledge
Capital Investment Group (the "Reporting Person").
ITEM 2. IDENTITY AND BACKGROUND.
The last paragraph of Item 2 is hereby amended to read in its entirety
as follows:
Robert A. Whitman, Donald J. McNamara and Brain Krisak, each
of whom is a principal of Hampstead, are also members of the Board of Directors
of the Company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following at the end thereof:
The Reporting Person has purchased 849,800 shares of Common Stock on 25
separate dates. The source of funds for the Reporting Person's purchase of the
849,800 shares was the Reporting Person's working capital, which was derived
from capital contributions from its partners. In addition, on September 15,
1999, the Company issued an additional 18,750 shares of Series A Preferred,
which are convertible into 133,929 shares of Common Stock, to the Reporting
Person as a payment-in-kind dividend on the Series A Preferred owned by the
Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) is hereby amended to read in its entirety as follows:
(a) This statement relates to 6,340,872 shares of Common Stock,
representing 24.4% of the issued and outstanding shares of Common Stock,
5,491,072 of which the Reporting Person has the right to acquire at any time
upon conversion of 768,750 shares of Series A Preferred.
Item 5(b) is hereby amended to read in its entirety as follows:
(b) The Reporting Person has the sole power to vote and dispose of the
849,800 shares of Common Stock, as well as the 768,750 shares of Series A
Preferred and the Common Stock into which it is convertible.
Item 5(c) is hereby amended to read in its entirety as follows:
(c) The Reporting Person has engaged in the following transactions on
the New York Stock Exchange:
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<TABLE>
<CAPTION>
TRADE DATE NUMBER OF SHARES PURCHASED PRICE
- ---------- -------------------------- -----
<S> <C> <C>
7/30/99 75,000 $6.97
8/2/99 63,000 7.13
8/3/99 116,000 7.08
8/4/99 141,000 7.13
8/5/99 26,500 7.16
8/6/99 42,700 7.25
8/9/99 8,800 7.30
8/10/99 32,400 7.28
8/12/99 50,000 7.44
8/13/99 11,000 7.5
8/18/99 45,000 7.84
8/19/99 36,300 7.72
8/20/99 10,000 7.81
8/24/99 8,000 7.75
8/25/99 17,000 7.81
8/26/99 4,000 7.81
8/27/99 11,000 7.88
10/21/99 9,000 7.64
10/22/99 7,000 7.60
10/25/99 25,000 7.77
10/28/99 12,000 8.13
10/29/99 25,000 8.13
11/1/99 25,000 8.19
11/2/99 40,100 8.31
11/3/99 8,500 8.50
</TABLE>
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In addition, on September 15, 1999, the Company issued an additional
18,750 shares of Series A Preferred, which is convertible into 133,929 shares of
Common Stock, to the Reporting Person as a payment-in-kind dividend on the
Series A Preferred owned by the Reporting Person.
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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: November 15, 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
--------------------------------------------
Name: Kym Irvin
Title: Vice President, Controller and
Assistant Secretary
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