FRANKLIN COVEY CO
SC 13G/A, 2000-02-14
BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDG & RELATD WORK
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                                             Expire              August 31, 1999
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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. 7 )*


                               Franklin Covey Co.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.05 Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   354596-10-8
                                  -------------
                                 (CUSIP Number)

                                December 31, 1999
                    -----------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [ ]        Rule 13d-1(b)
         [ ]        Rule 13d-1(c)
         [X]        Rule 13d-1(d)

*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).



Potential persons who are to respond to the collection of information  contained
in this form are not  required to respond  unless the form  displays a currently
valid OMB control number.



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<PAGE>






CUSIP No.   354596-10-8
- --------------------------------------------------------------------------------

1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).
         Dennis R. Webb
- --------------------------------------------------------------------------------

2.       Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   x
              --
         (b)
- --------------------------------------------------------------------------------
3.       SEC Use Only
                     -----------------------------------------------------------
- --------------------------------------------------------------------------------

4.       Citizenship or Place of Organization United States
                                              -------------
- --------------------------------------------------------------------------------

Number of                  5.       Sole Voting Power                   None
Shares Bene-
ficially                   6.       Shared Voting Power            1,357,712
Owned by Each
Reporting                  7.       Sole Dispositive Power              None
Person With:
                           8.       Shared Dispositive Power       1,357,712
- --------------------------------------------------------------------------------

9.   Aggregate Amount Beneficially Owned by Each Reporting Person 1,357,712

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9) 6.7%

12.  Type of Reporting Person (See Instructions) IN


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<PAGE>





CUSIP No.   354596-10-8
- --------------------------------------------------------------------------------
1.       Names of Reporting Persons.
         I.R.S. Identification Nos. of above persons (entities only).
         Martsie D. Webb
- --------------------------------------------------------------------------------
2.       Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)   x
              --
         (b)
- --------------------------------------------------------------------------------

3.       SEC Use Only
                     -----------------------------------------------------------
- --------------------------------------------------------------------------------

4.       Citizenship or Place of Organization United States
                                              -------------
- --------------------------------------------------------------------------------

Number of                  5.       Sole Voting Power      None
Shares Bene-
ficially                   6.       Shared Voting Power 1,357,712
Owned by Each
Reporting                  7.       Sole Dispositive Power None
Person With:
                           8.       Shared Dispositive Power 1,357,712
- --------------------------------------------------------------------------------

9.   Aggregate Amount Beneficially Owned by Each Reporting Person 1,357,712

10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     (See Instructions) [ ]

11.  Percent of Class Represented by Amount in Row (9) 6.7%

12.  Type of Reporting Person (See Instructions) IN






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<PAGE>





CUSIP No.    354596-10-8
- --------------------------------------------------------------------------------
         This  Amendment No. 7 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,  Amendment No. 4 thereto filed
         on or about  February 11,  1997,  Amendment  No. 5 thereto  filed on or
         about  February 4, 1998 and  Amendment  No. 6 thereto filed on or about
         February 4, 1999.

Item 1.

         (a)  Name of Issuer: Franklin Covey Co. (the "Company")

         (b)  Address of Issuer's Principal Executive Offices:
              2200 West Parkway Boulevard, Salt Lake City, Utah 84119-2331

Item 2.

         (a)  Name of Person Filing:
              Dennis R. Webb and Martsie D. Webb (the "Reporting Persons")

         (b)  Address of Principal Business Office, if none, Residence:
              2626 Hillsden Drive, Salt Lake City, UT 84117

         (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  Sections  240.13d-1(b)  or
240.13d-2(b) or (c).

Item 4.  Ownership

         (a)  Amount  beneficially owned by the Reporting Persons as of December
              31, 1999:  1,357,712  shares of the Common Stock,  which  includes
              82,500 shares of the Common Stock  beneficially  owned by Mr. Webb
              as Trustee of The Lighthouse  Foundation,  which Mrs. Webb, as the
              spouse of Mr. Webb, may be deemed to beneficially  own as a result
              of such relationship.

         (b)  Percent of Class owned by the Reporting Persons as of December 31,
              1999: 6.7%

         (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,
                    1999,  neither of the  Reporting  Persons  had sole power to
                    vote or direct the vote of any shares of the Common Stock.

             (ii)   shared  power to vote or to direct the vote:  As of December
                    31, 1999, the Reporting  Persons shared the power to vote or
                    direct the vote of 1,275,212 shares of the Common Stock held
                    by the Reporting  Persons as tenants in common. In addition,
                    Mrs.  Webb,  as the spouse of Mr. Webb,  may, as a result of
                    such  relationship,  be deemed to share  voting  power  with
                    respect to 82,500  shares of the Common  Stock  beneficially
                    owned by Mr. Webb as Trustee of The Lighthouse Foundation.



                                       4
<PAGE>





             (iii)  sole power to dispose or to direct the disposition of: As of
                    December 31, 1999, neither of the Reporting Persons had sole
                    power to dispose or direct the  disposition of any shares of
                    the Common Stock.

             (iv)   shared power to dispose or to direct the  disposition of: As
                    of December 31, 1999, the Reporting Persons shared the power
                    to dispose or direct the disposition of 1,275,212  shares of
                    the Common Stock held by the Reporting Persons as tenants in
                    common.  In addition,  Mrs. Webb, as the spouse of Mr. Webb,
                    may,  as a result of such  relationship,  be deemed to share
                    the power to dispose  with  respect to 82,500  shares of the
                    Common  Stock  beneficially  owned 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  owners 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.

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.






                                       5
<PAGE>




                                    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.


February 14,  2000                       February 14, 2000
- ------------------------------           -------------------------------
Date                                     Date


MARTSIE D. WEBB                          DENNIS R. WEBB


By:/s/   KENT   H.   COLLINS             By: /s/ KENT H. COLLINS
- ----------------------------             -----------------------
Martsie  D.  Webb  by  Kent  H.          Dennis   R.  Webb  by  Kent  H.
Collins,    Attorney-   in-Fact          Collins,    Attorney-in    Fact
pursuant to a Power of Attorney          pursuant to a power of Attorney
dated May 1995, a copy of which          dated April 28, 1995, a copy of
is on file with the  Commission          which  is  on  file   with  the
and incorporated herein by this          Commission   and   incorporated
reference.                               herein by this reference.



                                  AGREEMENT

         The undersigned  agree that this Amendment No. 7 to the Schedule 13G of
Dennis R. Webb and  Martsie D. Webb  relating  to shares of the Common  Stock of
Franklin Covey Co. shall be filed on behalf of the undersigned.

February 14,  2000                          February 14, 2000
- -------------------------------             ------------------------------
Date                                        Date


MARTSIE D. WEBB                             DENNIS R. WEBB


By: /s/ KENT H. COLLINS                     By:   /s/ KENT H. COLLINS
- -------------------------------             ------------------------------
Martsie  D.  Webb  by  Kent  H.             Dennis   R.  Webb  by  Kent  H.
Collins,    Attorney-   in-Fact             Collins,    Attorney-in    Fact
pursuant to a Power of Attorney             pursuant to a power of Attorney
dated May 1995, a copy of which             dated April 28, 1995, a copy of
is on file with the  Commission             which  is  on  file   with  the
and incorporated herein by this             Commission   and   incorporated
reference.                                  herein by this reference.



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