SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
FRANKLIN COVEY CO.
(Name of Subject Company and Filing Person)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
353469109
(CUSIP Number of Class of Securities)
VAL JOHN CHRISTENSEN, ESQ.
Secretary and General Counsel
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331
Telephone: (801) 975-1776
(Name, Address and Telephone Number of
Person Authorized to Receive notices
and Communications on Behalf of the
Filing Person)
COPY TO:
KEITH L. POPE, ESQ.
Parr Waddoups Brown Gee & Loveless
185 South State Street, Suite 1300
Salt Lake City, Utah 84111-1537
(801) 532-7840
CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
--------------------- --------------------
$44,000,000* $8,800
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* This amount assumes the purchase of 7,333,333 shares of common stock,
par value $0.05 per share, at the tender offer price of $6.00.
|X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount previously paid: $8,800 Filing party: Franklin Covey Co.
Form or registration No.: Schedule TO Date filed: November 26, 2001
|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
|_| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|
This Amendment No. 1 to Tender Offer Statement on Schedule TO relates
to the offer by Franklin Covey Co., a Utah corporation, to purchase up to
7,333,333 shares (or such lesser number of shares as are properly tendered) of
its Common Stock, par value $0.05 per share, at $6.00 per share, payable to the
seller in cash, without interest and upon the terms and subject to the
conditions set forth in the Offer to Purchase dated November 26, 2001 (the
"Offer to Purchase") and in the related Letter of Transmittal, which, as amended
or supplemented from time to time, together constitute the offer. This Amendment
No. 1 to Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. A copy of Letter
of Transmittal was previously filed on the initial Schedule TO as Exhibit
(a)(1)(B). The Offer to Purchase, as amended, is filed herewith.
ITEM 4. TERMS OF THE TRANSACTION.
(b) The Information set forth in "The Offer--Interests of Directors
and Officers; Transactions and Agreements Concerning the Shares" in the Offer to
Purchase (as amended) is incorporated herein by reference. One of the directors
of the Company has indicated that he will tender 57,000 shares to the Company in
connection with the Offer instead of the 29,500 shares previously indicated by
the director and included in the Offer to Purchase.
ITEM 12. EXHIBITS.
(a)(1) (A) Offer to Purchase, dated November 26, 2001, as amended on November 28, 2001.
(B) Form of Letter of Transmittal.*
(C) Form of Notice of Guaranteed Delivery.*
(D) Form of Letter to brokers, dealers, commercial banks, trust companies, and other
nominees.*
(E) Form of Letter to client for use by brokers, dealers, commercial banks, trust
companies, and other nominees.*
(a)(2)-(4) Not applicable.
(a)(5) (A) Press Release, dated November 13, 2001.*
(B) Summary Advertisement, dated November 26, 2001.*
(C) Press Release, dated November 26, 2001.*
(b) Not applicable.
(d) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously filed on Schedule TO
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Tender Offer Statement
on Schedule TO is true, complete, and correct.
FRANKLIN COVEY CO.
November 28, 2001 By /s/ Robert A. Whitman
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Robert A. Whitman
Chief Executive Officer