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OMB APPROVAL
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OMB Number 3235-0145
Expire August 31, 1999
Estimated average burden
hours per response.............14.90
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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. 6 )*
Franklin Covey Co.
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(Name of Issuer)
Common Stock, $.05 Par Value
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(Title of Class of Securities)
354596-10-8
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(CUSIP Number)
December 31, 1998
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(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.
CUSIP No. 354596-10-8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Dennis R. Webb
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
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(b)
-------
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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Number of 5. Sole Voting Power None
Shares Bene- ---------------------------
ficially 6. Shared Voting Power 1,358,212
Owned by Each -------------------------
Reporting 7. Sole Dispositive Power None
Person With: ----------------------
8. Shared Dispositive Power 1,358,212
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,212
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) |_|
11. Percent of Class Represented by Amount in Row (9) 6.4%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 6 Pages
CUSIP No. 354596-10-8
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Martsie D. Webb
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) x
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(b)
-------
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3. SEC Use Only
-----------------------------------------------------------
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4. Citizenship or Place of Organization United States
-----------------------------------
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Number of 5. Sole Voting Power None
Shares Bene- ---------------------------
ficially 6. Shared Voting Power 1,358,212
Owned by Each -------------------------
Reporting 7. Sole Dispositive Power None
Person With: ----------------------
8. Shared Dispositive Power 1,358,212
--------------------
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,358,212
-----------
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) |_|
11. Percent of Class Represented by Amount in Row (11) 6.4%
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12. Type of Reporting Person (See Instructions) IN
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Page 3 of 6 Pages
CUSIP No. 354596-10-8
This Amendment No. 6 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 and Amendment No. 5 thereto filed on or
about February 4, 1998.
Item 1.
(a) Name of Issuer: Franklin Covey Co. (the "Company")
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(b) Address of Issuer's Principal Executive Offices: 2200 West Parkway
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Boulevard, Salt Lake City, Utah 84119-2331
Item 2.
(a) Name of Person Filing: Dennis R. Webb and Martsie D. Webb (the
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"Reporting Persons")
(b) Address of Principal Business Office, if none, Residence: 2626
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Hillsden Drive, Salt Lake City, UT 84117
(c) Citizenship: United States
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(d) Title of Class of Securities: Common Stock, $.05 Par Value (the
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"Common Stock")
(e) CUSIP Number: 354596-10-8
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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, 1998: 1,358,212 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,
1998: 6.4%
(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,
1998, 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, 1998, the Reporting Persons shared the power to vote or
direct the vote of 1,275,712 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.
Page 4 of 6 Pages
(iii) sole power to dispose or to direct the disposition of: As of
December 31, 1998, 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, 1998, the Reporting Persons shared the power
to dispose or direct the disposition of 1,275,712 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.
Page 5 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.
1/29/99 1/29/99
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Date Date
/s/ MARTSIE D. WEBB /s/ DENNIS R. WEBB
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Martsie D. Webb Dennis R. Webb
AGREEMENT
The undersigned agree that this Amendment No. 6 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.
1/29/99 1/29/99
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Date Date
/s/ MARTSIE D. WEBB /s/ DENNIS R. WEBB
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Martsie D. Webb Dennis R. Webb
Page 6 of 6 Pages