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)
Ronald S. Poelman, Esq.
Jones, Waldo, Holbrook & McDonough
170 South Main Street, Suite 1500
Salt Lake City, UT 84101
Telephone: (801) 521-3200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 10, 2002
(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), Rule 13d-1(f) or Rule 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 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 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 ("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).
(Continued on following pages)
1
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Stephen R. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)_______
(b)_______
3 SEC Use Only
4 Source of Funds
Not Applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ____
6 Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
None
8 Shared Voting Power
1,422,384 (includes (i) 1,382,384 shares held in the name of
Sanstep Properties, L.C., of which Stephen R. Covey and his
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Stephen R. Covey and
his spouse are the Managers).
9 Sole Dispositive Power
None
10 Shared Dispositive Power
1,422,384 (includes (i) 1,382,384 shares held in the name of
Sanstep Properties, L.C., of which Stephen R. Covey and his
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Stephen R. Covey and
his spouse are the Managers).
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,422,384 (includes (i) 1,382,384 shares held in the name of Sanstep
Properties, L.C., of which Stephen R. Covey and his spouse are the
Managers, and (ii) 40,000 shares held in the name of SRSMC Properties,
LLC, of which Stephen R. Covey and his spouse are the Managers).
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 7.1%
14 Type of Reporting Person IN
2
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Sandra M. Covey
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ____
6 Citizenship or Place of Organization United States
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
None
8 Shared Voting Power
1,422,384 (includes (i) 1,382,384 shares held in the name of
Sanstep Properties, L.C., of which Sandra M. Covey and her
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Sandra M. Covey and
her spouse are the Managers).
9 Sole Dispositive Power
None
10 Shared Dispositive Power
1,422,384 (includes (i) 1,382,384 shares held in the name of
Sanstep Properties, L.C., of which Sandra M. Covey and her
spouse are the Managers, and (ii) 40,000 shares held in the
name of SRSMC Properties, LLC, of which Sandra M. Covey and
her spouse are the Managers).
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,422,384 (includes (i) 1,382,384 shares held in the name of Sanstep
Properties, L.C., of which Sandra M. Covey and her spouse are the
Managers, and (ii) 40,000 shares held in the name of SRSMC Properties,
LLC, of which Sandra M. Covey and her spouse are the Managers).
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 7.1%
14 Type of Reporting Person IN
3
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
Sanstep Properties, L.C., EIN 87-0589130
2 Check the Appropriate Box if a Member of a Group
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ____
6 Citizenship or Place of Organization State of Utah
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
1,382,384 shares
8 Shared Voting Power
None
9 Sole Dispositive Power
1,382,384 shares
10 Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,382,384 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 6.9%
14 Type of Reporting Person OO
4
CUSIP No. 353469 10 9
1 Name of Reporting Persons
I.R.S. Identification Nos. of above person (entities only)
SRSMC Properties, LLC, EIN 87-055416
2 Check the Appropriate Box if a Member of a Group
(a) _______
(b)_______
3 SEC Use Only
4 Source of Funds
Not applicable
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) ____
6 Citizenship or Place of Organization State of Colorado
Number of Shares Beneficially Owned by Each Reporting Person With
7 Sole Voting Power
40,000 shares
8 Shared Voting Power
None
9 Sole Dispositive Power
40,000 shares
10 Shared Dispositive Power
None
11 Aggregate Amount Beneficially Owned by Each Reporting Person
40,000 shares
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares ____
13 Percent of Class Represented by Amount in Row (11) 0.2 %
14 Type of Reporting Person OO
5
This Schedule 13D provides updated information from that contained in a Schedule
13D, Amendment No. 2, filed with the Commission on May 11, 1999, relating to
Franklin Covey Co. (the "Prior Schedule 13D"). That Prior Schedule 13D was filed
by Stephen R. Covey, Sandra M. Covey and others as part of a group pursuant to a
certain Shareholders Agreement, which agreement expired on August 31, 2000.
Item 1. Security and Issuer
The name of the issuer is Franklin Covey Co. (the "Company"), which has
its principal executive offices at 2200 West Parkway Blvd., Salt Lake City, UT
84119. The class of equity securities to which this statement relates is the
common stock, par value $0.05 per share, of the Company (the "Shares").
Item 2. Identity and Background
(a) - (c), (f) This Statement is filed by and on behalf of Stephen R.
Covey, Sandra M. Covey, Sanstep Properties, L.C. and SRSMC Properties, LLC (each
a "Reporting Person" and collectively, the "Reporting Persons"). The following
table sets forth for each natural Reporting Person (i) the name of such
Reporting Person, (ii) the business or residence address of such Reporting
Person, and (iii) the principal business, occupation or employment of such
Reporting Person:
1. (i) Stephen R. Covey
(ii) 3355 North University Ave., Suite 200, Provo, UT 84604
(iii) Vice-Chairman of the Company
2. (i) Sandra M. Covey
(ii) 3355 North University Ave., Suite 200, Provo, UT 84604
(iii) Not employed outside of the home
Sanstep Properties, L.C. is a Utah limited liability company holding certain
investments. Its principal offices are located at 3521 North University Ave.,
Suite 200, Provo, UT 84604. SRSMC Properties, LLC is a Colorado limited
liability company holding certain investments. Its principal offices are located
at 3521 North University Ave., Suite 200, Provo, UT 84604.
(d) - (e) During the last five years, none of the Reporting Persons has
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable as the transactions being reported involved either a
change in the nature of beneficial ownership or dispositions.
Item 4. Purpose of the Transaction
On September 10, 2002, The Gathering of Zion Foundation, of which
Stephen R. Covey is a trustee with certain voting power, gifted 505,000 Shares
to Brigham Young University.
6
Between the filing of the Prior Schedule 13D and September 10, 2002,
the following non-material changes in beneficial ownership of the Reporting
Persons occurred: (a) on March 23, 1998, Stephen R. Covey and Sandra M. Covey
gifted 1,800 Shares to a third party, (b) on November 11, 1998, Stephen R. Covey
and Sandra M. Covey sold 107,382 Shares on the open market for $18.625 per
share; and (c) on December 1, 1998, Stephen R. Covey and Sandra M. Covey gifted
20,000 Shares to the Gathering for Zion Foundation and transferred ownership of
1,382,384 Shares held directly by them to Sanstep Properties, L.C., a Utah
limited liability company for which they serve as the only managers.
Pursuant to a gift pledge agreement between Mr. and Mrs. Covey, Sanstep
Properties, L.C., the Gathering For Zion Foundation, and Brigham Young
University, Sanstep Properties, L.C. has made a pledge to gift up to 370,000
Shares to Brigham Young University if certain conditions are met.
Each of the Reporting Persons reserves the right to purchase or dispose
of shares of Company common stock in the open market, in privately negotiated
transactions or in any other lawful manner in the future.
Except as described above, the Reporting Persons presently have no
plans or proposals which related 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 relates to the beneficial
ownership of the Shares, are incorporated herein by reference.
(b) Each of the Reporting Persons has the sole power to vote or direct
the vote, shares power to vote or direct the vote, sole power to dispose of or
direct the disposition of, and shares power to dispose of or direct the
disposition of the shares of common stock listed on such person's respective
Cover Sheet as being beneficially owned by such person.
(c) None of the Reporting Persons have engaged in any transaction in
any Shares during the sixty day period immediately preceding the date hereof
except as described herein.
(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, any of the
above described Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
Except as described in this Statement, none of the Reporting Persons
has any contracts, arrangements, understandings or relationships with any
persons with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Joint Filing Agreement
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 29, 2003
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of
Attorney dated December 1, 1998,
a conformed copy of which is on file
with the Commission and incorporated
herein by this reference.
/s/ RONALD S. POELMAN
-------------------------------------------
Sandra M. Covey by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of
Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
Sanstep Properties, L.C.
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey, Manager, by Ronald S.
Poelman, Attorney-in-fact pursuant to a
Power of Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
SRSMC Properties, LLC
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey, Manager, by Ronald S.
Poelman, Attorney-in-fact pursuant to a
Power of Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
8
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
9
Exhibit 1
Joint Filing Agreement
Each of the undersigned agrees that this Schedule 13D and all
amendments thereto shall be filed on behalf of each of them.
Dated: January 29, 2003
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of
Attorney dated December 1, 1998,
a conformed copy of which is on file
with the Commission and incorporated
herein by this reference.
/s/ RONALD S. POELMAN
-------------------------------------------
Sandra M. Covey by Ronald S. Poelman,
Attorney-in-fact pursuant to a Power of
Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
Sanstep Properties, L.C.
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey, Manager, by Ronald S.
Poelman, Attorney-in-fact pursuant to a
Power of Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
SRSMC Properties, LLC
/s/ RONALD S. POELMAN
-------------------------------------------
Stephen R. Covey, Manager, by Ronald S.
Poelman, Attorney-in-fact pursuant to a
Power of Attorney dated March 12, 1999, a
conformed copy of which is filed herewith
and incorporated herein by this reference.
10
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all men by these presents, that the undersigned hereby constitutes
and appoints Ronald S. Poelman his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned 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 Section 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 such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact 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 attorney-in-fact, in serving in such capacity at
the request of the undersigned, is 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. This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 and 5 or
Schedules 13D or 13G with respect to the undersigned's holdings of and
transactions in securities issued by Franklin Covey Co., unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of March, 1999.
/s/ SANDRA M. COVEY
---------------------------
Sandra M. Covey
11
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all men by these presents, that the undersigned hereby constitutes
and appoints Ronald S. Poelman his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned 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 Section 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 such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact 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 attorney-in-fact, in serving in such capacity at
the request of the undersigned, is 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. This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 and 5 or
Schedules 13D or 13G with respect to the undersigned's holdings of and
transactions in securities issued by Franklin Covey Co., unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of March, 1999.
SANSTEP Properties, L.C.
By: /s/ Stephen R. Covey
------------------------
Its: Manager
------------
12
POWER OF ATTORNEY
For Executing Forms 3, 4 and 5 and Schedule 13G and Schedule 13D
Know all men by these presents, that the undersigned hereby constitutes
and appoints Ronald S. Poelman his true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned 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 Section 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 such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact 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 attorney-in-fact, in serving in such capacity at
the request of the undersigned, is 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. This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file Forms 4 and 5 or
Schedules 13D or 13G with respect to the undersigned's holdings of and
transactions in securities issued by Franklin Covey Co., unless earlier revoked
by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of March, 1999.
SRSMC Properties, LLC
By: /s/ Stephen R. Covey
------------------------
Its: Manager
------------
13