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1 OMB APPROVAL OMB Number 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response.............14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* Franklin Quest Co. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.05 par value - ------------------------------------------------------------------------------- (Title of Class of Securities) 354596-10-8 -------------------------- (CUSIP Number) Richard G. Brown KIMBALL, PARR, WADDOUPS, BROWN & GEE 185 South State Street, Suite 1300 Salt Lake City, Utah 84111 (801) 532-7840 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 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. / /. 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 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). Page 1 of 6 2 CUSIP No. 354596-10-8 SCHEDULE 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Arlen B. Crouch; SSN: ###-##-#### - ------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,071,450 NUMBER OF SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 90,000 REPORTING ------------------------------------------------------ PERSON 9 SOLE DISPOSITIVE POWER WITH 1,071,450 ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 90,000 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,161,450 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 5.2% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 CUSIP No. 354596-10-8 SCHEDULE 13D Page 3 of 6 Pages ITEM 1. SECURITY AND ISSUER (a) Title of Class of Equity Securities: Common stock, $0.05 par value (the "Common Stock") (b) Name of Issuer: Franklin Quest Co. (the "Issuer"). (c) Address of Issuer's Principal Executive Offices: 2200 West Parkway Boulevard, Salt Lake City, Utah 84119 ITEM 2. IDENTITY AND BACKGROUND (a) Name: Arlen B. Crouch ("Crouch") (b) Business address: 2200 West Parkway Boulevard, Salt Lake City, Utah 84119 (c) Present principal occupation or employment: On April 1, 1996, Crouch was President and Chief Operating Officer of the Issuer. (d) Criminal Proceedings: None (e) Civil Proceedings: None (f) Citizenship: United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On April 1, 1996, 17,500 shares underlying previously issued options became exercisable. Such options are Incentive Stock Options issued by the Issuer, for which Crouch paid no consideration. 4 CUSIP No. 354596-10-8 SCHEDULE 13D Page 4 of 6 Pages ITEM 4. PURPOSE OF TRANSACTION On April 1, 1996, 17,500 shares underlying previously issued options became exercisable. Such options are Incentive Stock Options issued by the Issuer, for which Crouch paid no consideration. Crouch reserves the right to purchase additional shares of the Common Stock or to dispose of shares of the Common Stock in the open market, in privately negotiated transactions or in any other lawful manner in the future. Except as described above, Crouch presently has no plans or proposals which relate 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) On April 1, 1996, the aggregate number of shares of the Common Stock beneficially owned by Crouch was 1,161,450 shares, which (i) included 799,029 shares of the Common Stock underlying then exercisable options or options exercisable within sixty days of April 1, 1996 and (ii) represented 5.2% of the outstanding shares of the Common Stock. (b) On April 1, 1996, Crouch had the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 1,071,450 shares of the Common Stock, of which (i) 45,000 shares of the Common Stock were held by Crouch as trustee of The Arlen B. Crouch Trust, as to which Crouch had sole investment and dispositive power as trustee and (ii) 35,000 shares of the Common Stock were held by Crouch as trustee of The Arlen B. Crouch Family Foundation, as to which Crouch had sole investment and dispositive power as trustee. On April 1, 1996, Crouch may be deemed to have shared voting and dispositive power with his wife who is the trustee of The Derrel R. Crouch Trust, which held 90,000 shares of the Common Stock. The following information is provided regarding Crouch's wife, pursuant to the instructions for Item 5(b): (i) Name: Derrel R. Crouch (ii) Residence address: 2566 Barcelona, Sandy, Utah 84092 (iii) Present principal occupation or employment: Not employed outside of the home. (iv) Criminal Proceedings: None (v) Civil Proceedings: None 5 CUSIP No. 354596-10-8 SCHEDULE 13D Page 5 of 6 Pages (vi) Citizenship: United States (c) None. (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 the above-discussed shares of the Common Stock except as indicated above. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 6 CUSIP No. 354596-10-8 SCHEDULE 13D Page 6 of 6 Pages 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. November 7, 1996 /s/ ARLEN B. CROUCH - ------------------------ -------------------------- Date Arlen B. Crouch