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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
FRANKLIN QUEST COMPANY
(Name of Issuer)
Common Stock, $.05 par value
(Title of Class of Securities)
354-596108
(CUSIP Number)
Stephen A. Yacktman
303 W. Madison Street
Suite 1925
Chicago, Illinois 60606
(312) 201-1200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [X].
Check the following box if a fee is being paid with the statement [ ] .
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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).
SCHEDULE 13D
CUSIP No. 354-596108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Yacktman Asset Management Co. 36-3780592
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO Funds of Investment Advisory Clients
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
7 SOLE VOTING POWER
NUMBER OF
SHARES 352,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 308,800
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,091,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,091,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.444% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IA
1. Based upon an aggregate of 20,024,631 shares outstanding at October
1, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 354-596108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald A. Yacktman ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF to extent shares are not also beneficially owned by
Yacktman Asset Management Co.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 50,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 352,600 (see footnote 1)
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 50,000
10 SHARED DISPOSITIVE POWER
2,091,400 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,141,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.694% (see footnote 2)
14 TYPE OF REPORTING PERSON*
IN
1. Represents shares beneficially owned by Yacktman Asset Management
Co.; the undersigned holds 100% of the outstanding shares of capital
stock of Yacktman Asset Management Co.
2. Based upon an aggregate of 20,024,631 shares outstanding at October
1, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. 354-596108
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Yacktman Fund, Inc. 36-3831621
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,430,000
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,430,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
Not Applicable
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.141% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IV
1. Based upon an aggregate of 20,024,631 shares outstanding at October
1, 1996.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1 Security and Issuer
This Schedule 13D relates to the Common Stock,
$.05 par value (the "Common Stock") of Franklin
Quest Company, which is a Utah corporation with
its principal executive offices at 2200 West
Parkway Boulevard, Salt Lake City, Utah 84119-
2331.
Item 2 Identity and Background
(a) The persons filing this Schedule 13D are
(i) Donald A. Yacktman ("Yacktman"),
(ii) Yacktman Asset Management Co.
("Yacktman Asset Management"), and (iii)
The Yacktman Fund, Inc. (the "Yacktman
Fund"). Attached as Exhibit 1 hereto,
which is incorporated by reference herein,
is an agreement among Yacktman, Yacktman
Asset Management and the Yacktman Fund that
this Schedule 13D is filed on behalf of
each of them. The filing of this Schedule
13D should not be deemed an admission that
the reporting persons, or any combination
of them, comprise a group within the
meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934 (the
"Act").
This Schedule 13D contains information
regarding shares of Common Stock that may
be deemed to be beneficially owned by
Yacktman Asset Management and, by virtue of
his sole ownership of Yacktman Asset
Management, by Yacktman. Such shares are
held in the accounts of various investment
advisory clients of Yacktman Asset
Management, including the Yacktman Fund,
with respect to which accounts Yacktman
Asset Management has investment discretion
(the "Accounts"), and with respect to some
of which it has sole voting power. This
Schedule 13D also contains information
regarding shares of Common Stock
individually owned by Yacktman.
(b) The business address of Yacktman and
Yacktman Asset Management is:
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
(c) Yacktman Asset Management is an investment
adviser registered under Section 203 of the
Investment Advisers Act of 1940.
Yacktman is the President, sole director
and sole owner, of Yacktman Asset
Management. He is also a director, and the
President and Treasurer of the Yacktman
Fund.
The Yacktman Fund is an investment company
registered under the Investment Company Act
of 1940. Yacktman Asset Management is the
investment adviser to the Yacktman Fund.
For information required by Item 2(a)-(c)
pursuant to Instruction C to Schedule 13D with
respect to the executive officers and directors
of Yacktman Asset Management and the Yacktman
Fund (collectively, the "Covered Persons"),
reference is hereby made to Schedule A annexed
hereto and incorporated herein by reference.
(d) None of Yacktman, Yacktman Asset
Management, the Yacktman Fund, nor any
Covered Person has, during the last five
years, been convicted in any criminal
proceeding (excluding traffic violations
and similar misdemeanors).
(e) None of Yacktman, Yacktman Asset
Management, the Yacktman Fund, nor any
Covered Person has, during the last five
years, been a party to a civil proceeding
of a judicial or administrative body of
competent jurisdiction as a result of which
proceeding it or he 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
violations with respect thereto.
(f) Yacktman Asset Management is an Illinois
corporation, the Yacktman Fund is a
Maryland corporation, and each of the
Covered Persons is a United States citizen.
Item 3 Source and Amount of Funds or Other
Consideration
All securities reported as beneficially owned by
Yacktman Asset Management on this Schedule 13D
are held in Accounts and owned by its investment
advisory clients. To the knowledge of Yacktman
Asset Management, only one such client, the
Yacktman Fund, beneficially owns in excess of
5.0% of the Common Stock.
The Yacktman Fund used its working capital to
purchase the 1,430,000 shares of Common Stock
beneficially owned by it.
Yacktman used personal funds to purchase the
50,000 shares of Common Stock individually owned
by him.
Item 4 Purpose of Transaction
Each of the reporting persons has acquired the
shares of Common Stock beneficially owned by it
or him for investment purposes and may acquire
additional shares, or dispose of some or all of
the shares of Common Stock, from time to time,
depending upon price and market conditions,
evaluation of alternative investments and other
factors. Yacktman Asset Management desires to
influence the management of Franklin Quest
Company as to various business and corporate
matters, specifically including policies and
practices with respect to the issuance of stock
options and cash performance bonuses to
management. Each of the reporting persons
reserves the right to take any and all
appropriate actions to encourage management to
maximize shareholder value.
Item 5 Interest in Securities of the Issuer
(a) As of November 4, 1996, each of the persons
named in Item 2 beneficially owned the
aggregate number and percentage of the
shares of Common Stock set forth below:
Number Percentage of
of Shares Common Stock
Person
Donald A. Yacktman 2,141,400 10.694%
Yacktman Asset Management Co. 2,091,400 10.444%
The Yacktman Fund, Inc. 1,430,000 7.141%
Jon D. Carlson 0 0
Ronald W. Ball 2,500 .000125%
Thomas R. Hanson 0 0
Stanislaw Maliszewski 0 0
Stephen E. Upton 0 0
Item 5 (b) Yacktman Asset Management has sole power to
Continued vote or to direct the vote of 352,600
shares of Common Stock, shared power to
vote or to direct the vote of 308,000
shares of Common Stock, and sole power to
dispose or to direct the disposition of
2,091,400 shares of Common Stock.
Yacktman has sole power to vote or to
direct the vote of, and sole power to
dispose or to direct the disposition of
50,000 shares of Common Stock. By virtue
of his ownership of Yacktman Asset
Management, Yacktman has shared power to
vote or to direct the vote of 352,600
shares of Common Stock, and shared power to
dispose or to direct the disposition of
2,091,400 shares of Common Stock.
The Yacktman Fund has sole power to vote or
to direct the vote of 1,430,000 shares of
Common Stock, and has no power to dispose
or to direct the disposition of the Common
Stock beneficially owned by it.
Ronald W. Ball has the sole power to vote
or to direct the vote of, and the sole
power to dispose or to direct the
disposition of, 2,500 shares of Common
Stock.
(c) During the 60 day period ended as of the
date hereof, the reporting persons have
sold no shares of the Common Stock, and
have acquired shares of the Common Stock in
open market transactions, as follows:
No. of Shares Price
Name Date Acquired Per Share
Donald A. Yacktman 10/21/96 10,000 19.75
The Yacktman Fund, 09/04/96 17,000 17.81
Inc.* 09/12/96 10,000 17.42
09/13/96 133,000 17.65
10/18/96 20,000 19.75
10/22/96 20,000 19.65
10/24/96 28,000 19.68
10/30/96 12,000 20.68
Ronald W. Ball -------- -0- ----
Yacktman Asset 09/13/96 40,000 17.61
Management Co. 09/18/96 15,000 17.72
09/19/96 2,200 17.68
09/23/96 2,500 18.31
10/04/96 1,500 19.92
10/10/96 3,900 19.96
10/11/96 15,300 20.10
10/14/96 6,300 21.08
10/15/96 18,400 20.11
10/25/96 14,500 20.43
10/28/96 3,400 20.54
10/29/96 22,100 20.40
10/30/96 33,000 20.74
____________
*All purchases made by Yacktman Asset Management Co. on behalf of The
Yacktman Fund, Inc.
d) Not applicable.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
Except as otherwise described herein, none of
Yacktman, Yacktman Asset Management, the
Yacktman Fund, nor, to the best knowledge of the
undersigned, any other person named in Item 2
hereof, has any contract, arrangement,
understanding or relationship with respect to
any securities of Franklin Quest Company.
Item 7 Material to Be Filed as Exhibits
Exhibit 1 - Agreement pursuant to Rule 13d-
1(f)
Signature
Each of the undersigned, after reasonable inquiry and to the best of its
or his knowledge and belief, hereby certify that the information set forth
in this statement is true, complete and correct.
Dated: November 4, 1996 YACKTMAN ASSET MANAGEMENT CO.
By: /s/ Donald A. Yacktman
Donald A. Yacktman, President
Dated: November 4, 1996 /s/ Donald A. Yacktman
Donald A. Yacktman
Dated: November 4, 1996 THE YACKTMAN FUND, INC.
By: /s/ Donald A. Yacktman
Donald A. Yacktman, President
SCHEDULE A
ITEM 2(a)-(c) INFORMATION WITH RESPECT TO
EXECUTIVE OFFICERS AND DIRECTORS
1. Jon D. Carlson
Executive Vice President of Yacktman Asset Management Co., Director,
Vice President and Secretary of The Yacktman Fund, Inc.
Business Address: c/o Yacktman Asset Management Co.
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
2. Ronald W. Ball
Senior Vice President of Yacktman Asset Management Co.
Business Address: c/o Yacktman Asset Management Co.
303 West Madison Street
Suite 1925
Chicago, Illinois 60606
3. Thomas R. Hanson
Director of The Yacktman Fund, Inc.
Partner of Fleming/Hanson Sales, a manufacturers representative firm
in the commercial and industrial air conditioning industry.
Business Address: c/o Fleming/Hanson Sales
3010 Woodcreek Drive
Downers Grove, Illinois 60515
4. Stanislaw Malizewski
Director of The Yacktman Fund, Inc.
Managing Director of Gateway Asset Management, Inc., an investment
management and marketing company for large institutional investors.
Business Address: c/o Gateway Asset Management, Inc.
180 North LaSalle Street
Suite 1420
Chicago, Illinois 60601
5. Stephen E. Upton
Director of The Yacktman Fund, Inc.
Retired
Residence Address: 100 Ridgeway Road
St. Joseph, Michigan 49085
EXHIBIT 1
AGREEMENT dated as of November 4, 1996 by and among Donald A.
Yacktman ("Yacktman"), Yacktman Asset Management Co., an Illinois
corporation ("Yacktman Asset Management") and The Yacktman Fund, Inc., a
Maryland corporation (the "Yacktman Fund").
WHEREAS, in accordance with Rule 13d-1(f) of the Securities
Exchange Act of 1934 (the "Act"), only one such statement need be filed
whenever two or more persons are required to file a statement pursuant to
Section 13(d) of the Act with respect to the same securities, provided
that said persons agree in writing that such statement is filed on behalf
of each of them.
NOW, THEREFORE, in consideration of the premises and mutual
agreements herein contained, the parties hereto agree as follows:
Each of Yacktman, Yacktman Asset Management and the Yacktman
Fund does hereby agree, in accordance with Rule 13d-1(f) under the Act, to
file one Statement on Schedule 13D relating to their ownership of the
Common Stock of Franklin Quest Company, and does hereby further agree that
said Statement shall be filed on behalf of each of Yacktman, Yacktman
Asset Management and the Yacktman Fund. Nothing herein shall be deemed to
be an admission that the parties hereto, or any of them, are members of a
"group" (within the meaning of Section 13(d) of the Act and the rules
promulgated thereunder) with respect to any securities of Franklin Quest
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.
YACKTMAN ASSET MANAGEMENT CO.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
/s/ Donald A. Yacktman
Donald A. Yacktman
THE YACKTMAN FUND, INC.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President