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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Franklin Covey Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
353469109
(CUSIP Number)
March 31, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] 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)
CUSIP No. 353469109 13G
1.
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Corporation
- -------------------------------------------------------------------------------
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
- -------------------------------------------------------------------------------
3.
SEC USE ONLY
- -------------------------------------------------------------------------------
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
- -------------------------------------------------------------------------------
NUMBER OF :5. SOLE VOTING POWER
: 25,463
SHARES BENEFICIALLY OWNED BY EACH :---------------------------------------
:6. SHARED VOTING POWER
: 0
REPORTING PERSON WITH :---------------------------------------
:7. SOLE DISPOSITIVE POWER
: 3,630
:---------------------------------------
:8. SHARED DISPOSITIVE POWER
: 0
- ------------------------------------------------------------------------------
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,463
- ------------------------------------------------------------------------------
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ------------------------------------------------------------------------------
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.13%
- ------------------------------------------------------------------------------
12.
TYPE OF REPORTING PERSON*
HC
- -------------------------------------------------------------------------------
Item 1(a).
Name of Issuer:
Franklin Covey Company
Item 1(b).
Address of Issuer's Principal Executive Offices:
2200 W Pkwy Blvd.
Salt Lake City, UT 84119-2331
Item 2(a).
Name of Persons Filing:
Firstar Corporation
Item 2(b).
Address of Principal Business Office or, if none, Residence:
777 E Wisconsin Avenue
Milwaukee, Wisconsin
Item 2(c).
Citizenship:
Wisconsin
Item 2(d).
Title and Class of Securities:
Common Stock
Item 2(e).
CUSIP Number
353469109
Item 3.
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b)[ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)[ ] Insurance Company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)[ ] Investment Company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)[ ] An investment adviser in accordance with
Section 240.13d-1(b)(1)(ii)(E).
(f)[ ] An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F).
(g)[ X ] A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G).
(h)[ ] A savings association as defined in Section 13(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j)[ ] A group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership:
(a) Amount beneficially owned: 25,463
(b) Percent of class: 0.13%
(c)(i) Sole power to vote or to direct the vote: 25,463
(c)(ii) Shared power to vote or to direct the vote: 0
(c)(iii) Sole power to dispose or to direct the disposition: 3,630
(c)(iv) Shared power to dispose or to direct the disposition: 0
Item 5.
Ownership of Five Percent or Less of a Class: [X]
This statement is being filed to report the fact that as of the date hereof the
reporting person and its investment manager subsidiaries have ceased to be
the beneficial owner of more than 5 percent of the securities.
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person:
Inapplicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
Inapplicable
Item 8.
Identification and Classification of Members of the Group:
Inapplicable
Item 9.
Notice of Dissolution of Group:
Inapplicable
Item 10.
Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
FIRSTAR CORPORATION
By:
Date _____________________________
May 4, 2000 Daniel B. Benhase