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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. 2) *
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)
May 21, 1997
(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 [ ].
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 410,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 460,600
EACH
9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
2,837,600
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,837,600
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)
14.36% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IA
1. Based upon an aggregate of 19,766,458 shares outstanding at April 21,
1997.
* 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 460,600 (see footnote 1)
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 50,000
WITH
10 SHARED DISPOSITIVE POWER
2,837,600 (see footnote 1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,887,600
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)
14.61% (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 19,766,458 shares outstanding at April 21,
1997.
* 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 Funds, 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 1,967,000
BENEFICIALLY
OWNED BY
8 SHARED VOTING POWER
EACH
REPORTING
0
PERSON
9 SOLE DISPOSITIVE POWER
WITH
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,967,000
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)
9.95% (see footnote 1)
14 TYPE OF REPORTING PERSON*
IV
1. Based upon an aggregate of 19,766,458 shares outstanding at April 21,
1997.
* 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 4 Purpose of Transaction
Each of the reporting persons has acquired the shares of common
stock of Franklin Quest Company (the "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 holds the Common
Stock in the ordinary course of business, and has determined that it no
longer holds such securities with the purpose or with the effect of
changing or influencing the control of the issuer, or in connection with
or as a participant in any transaction having such purpose or effect.
Item 5 Interest in Securities of the Issuer
(a) As of May 29, 1997, each of the following reporting
persons beneficially owned the aggregate number and
percentage of the shares of Common Stock set forth below:
Number
of Percentage of
Person Shares Common Stock
Donald A. Yacktman 2,887,600 14.61%
Yacktman Asset Management Co. 2,837,600 14.36%
The Yacktman Funds, Inc. 1,967,000 9.95%
Jon D. Carlson 0 0
Ronald W. Ball 2,500 .000126%
Thomas R. Hanson 0 0
Stanislaw Maliszewski 0 0
Stephen E. Upton 0 0
(b) Yacktman Asset Management has sole power to vote or to
direct the vote of 410,000 shares of Common Stock,
shared power to vote or to direct the vote of 460,600
shares of Common Stock, and sole power to dispose or to
direct the disposition of 2,837,600 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 460,600 shares of Common Stock, and shared power to
dispose or to direct the disposition of 2,837,600
shares of Common Stock.
The Yacktman Funds have sole power to vote or to direct
the vote of 1,967,000 shares of Common Stock, and have
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.
During the 60 day period ended as of the date hereof,
the reporting persons have acquired shares of the
Common Stock in open market transactions, as follows:
Price
No. of Shares Per
Name Date Acquired Share
Donald A. Yacktman - -0- -
The Yacktman Funds, 03/25/97 3,700 21.06
Inc.* 04/07/97 20,000 20.68
04/16/97 8,000 21.18
04/17/97 15,900 21.43
05/01/97 44,100 22.02
05/01/97 4,500 22.05
05/07/97 20,100 21.39
05/07/97 600 21.72
05/08/97 18,200 21.56
05/09/97 7,400 21.18
05/13/97 2,500 21.89
05/14/97 3,000 21.47
05/21/97 2,000 23.02
05/22/97 3,000 23.06
05/27/97 2,000 23.37
05/29/97 5,000 23.33
Ronald W. Ball - -0- -
Yacktman Asset 03/24/97 6,100 21.45
Management Co. 03/24/97 900 21.33
04/24/97 5,000 21.72
05/02/97 9,000 22.18
05/09/97 1,500 21.02
05/15/97 14,000 22.31
05/20/97 1,000 22.95
05/20/97 1,000 22.95
05/21/97 1,000 23.22
05/21/97 1,000 23.17
05/21/97 1,000 23.22
05/21/97 3,000 23.09
05/21/97 1,000 22.90
05/22/97 1,200 23.14
05/22/97 800 23.27
05/22/97 7,000 23.22
(d) Not applicable.
(e) Not applicable.
* All purchases made by Yacktman Asset Management Co. on behalf of The
Yacktman Funds, Inc.
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: May 29, 1997 YACKTMAN ASSET MANAGEMENT CO.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President
Dated: May 29, 1997 /s/ Donald A. Yacktman
Donald A. Yacktman
Dated: May 29, 1997 THE YACKTMAN FUNDS, INC.
By:/s/ Donald A. Yacktman
Donald A. Yacktman, President