<SUBMISSION>
<ACCESSION-NUMBER>0000886206-02-000003
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20021221
<ITEMS>2
<FILING-DATE>20020107
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>FRANKLIN COVEY CO
<CIK>0000886206
<ASSIGNED-SIC>2780
<IRS-NUMBER>870401551
<STATE-OF-INCORPORATION>UT
<FISCAL-YEAR-END>0831
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-11107
<FILM-NUMBER>2503238
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2200 W PKWY BLVD
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84119-2331
<PHONE>8018177171
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2200 W PARKWAY BLVD
<CITY>SALT LAKE CITY
<STATE>UT
<ZIP>84119
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FRANKLIN QUEST CO
<DATE-CHANGED>19940218
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>fy02-8k.txt
<DESCRIPTION>CURRENT REPORT ON FORM 8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                 Date of Report (Date of Earliest Event Reported):
                                December 21, 2001


                               FRANKLIN COVEY CO.

               (Exact name of registrant as specified in its charter)


                           Commission File No. 1-11107



              Utah                                           87-0401551
(State or other jurisdiction of                     (IRS Employer Identification
         incorporation)                                        Number)




                           2200 West Parkway Boulevard
                         Salt Lake City, Utah 84119-2099
                (Address of principal executive offices) (Zip code)


         Registrant's telephone number, including area code: (801) 817-1776


<PAGE>


Item 2.  Disposition of Assets

     On December  21,  2001,  Franklin  Covey Co. (the  "Company")  sold Premier
Agendas, Inc., a wholly owned subsidiary located in Bellingham,  Washington, and
Premier  School  Agendas Ltd., a wholly owned  subsidiary  organized in Ontario,
Canada,  (collectively,  "Premier") to School Specialty, Inc., a Wisconsin based
corporation.  Premier  provided  productivity  and  leadership  solutions to the
educational  industry.  The sales  price  was  $152.5  million  in cash plus the
retention  of  approximately   $13.0  million  of  Premier's   working  capital.
Approximately  $8.0  million of this  amount  will be  received in the form of a
promissory  note from the  purchaser,  due and payable in June 2002. The Company
will  recognize a  significant  gain from the sale of Premier  during its second
quarter of fiscal 2002. Under the terms of its existing credit  facilities,  the
Company used  approximately  $92.3  million of the proceeds to pay its term loan
and  revolving  credit line in full.  In connection  with this  prepayment,  the
Company was also required to settle to settle an outstanding  interest rate swap
agreement  it  had  entered  into  with  respect  to a  portion  of  these  debt
facilities.

     The Company also agreed to not compete  with School  Specialty in marketing
and selling student planners directly to schools and school districts subsequent
to the closing.


Item 7.  Financial Statements and Exhibits

     (b) Unaudited Condensed Pro Forma Financial Statements

     The intent of the unaudited pro forma condensed financial  statements is to
present the  Company's  financial  position and results of operations on a stand
alone basis as of and for the fiscal year ended August 31, 2001,  reflecting the
consummation of the sale of Premier and the retirement of the Company's existing
credit facilities  (collectively,  the "Transactions").  The unaudited pro forma
condensed  financial   statements  are  based  upon  the  historical   financial
statements  of  the  Company  and  its  subsidiaries,  and  should  be  read  in
conjunction  with the Company's most recent Form 10-K filing with the Securities
and Exchange Commission.

     The  unaudited  pro forma  condensed  balance  sheet as of August 31,  2001
assumes that the  Transactions  were  completed as of that date and reflects the
pro forma  adjustments  to give effect to the  Transactions.  The  unaudited pro
forma  condensed  statement of  operations  for the fiscal year ended August 31,
2001 assumes that the Transactions  were effective  September 1, 2000 (the first
day of the most  recently  completed  fiscal  year) and  reflects  the pro forma
adjustments to give effect to the Transactions.  In the opinion of management of
the Company,  all  adjustments  necessary to present  fairly such  unaudited pro
forma condensed financial  statements have been made based on the proposed terms
and structure of the Transactions.

     The unaudited pro forma condensed financial statements are for illustrative
purposes  only.  Such  information  does not purport to be  indicative of actual
results  which would have  occurred had the  Transactions  been  effected on the
dates indicated,  nor is it indicative of actual or future operating  results or
financial position that may occur upon the closing of the Transactions.


                       FRANKLIN COVEY CO.
             Unaudited Pro Forma Condensed Balance Sheet
                      As of August 31, 2001
                         (in thousands)
<TABLE>
<CAPTION>
                                                     Franklin        Premier        Pro Forma
                                                       Covey         Agendas       Adjustments
                                                     (Note 1)        (Note 2)       (Note 3)          Pro Forma
                                                     --------        --------       --------          ---------
                             ASSETS
Current assets:
<S>                                                  <C>             <C>            <C>               <C>
    Cash and cash equivalents                       $  14,864      $   5,252        $ 54,661  (a)    $  64,273
    Accounts receivable, net                           78,827         51,462               -            27,365
    Inventories                                        45,173          2,904               -            42,269
    Other assets                                       26,813          1,625          12,900  (b)       38,088
                                                     ---------      ---------        --------         ---------
        Total current assets                          165,677         61,243          67,561           171,995

Property and equipment, net                           104,876          6,814               -            98,062
Goodwill and other intangibles, net                   225,805         45,224               -           180,581
Other assets                                           38,711              -          (1,678) (c)       37,033
                                                    ---------      ---------        --------         ---------
                                                    $ 535,069      $ 113,281        $ 65,883         $ 487,671
                                                    =========      =========        ========         =========
</table>
<table>
<CAPTION>
           LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
<S>                                                   <C>            <C>                 <C>               <C>
    Lines of credit                                 $   9,750      $   9,750        $      -         $       -
    Accounts payable                                   26,671          7,107               -            19,564
    Accrued liabilities                                50,979          7,646          26,308  (d)       69,641
    Current portion of long-term debt and capital
      lease obligations                                13,674          1,720          (8,211) (e)        3,743
                                                    ---------      ---------        --------         ---------
        Total current liabilities                     101,074         26,223          18,097            92,948

Line of credit                                         35,576              -         (35,576) (f)            -
Long-term debt and capital lease obligations,
  less current portion                                 49,940            412         (48,000) (g)        1,528
Other liabilities                                      38,597          3,521          (4,184) (h)       30,892
                                                    ---------      ---------        --------         ---------
        Total liabilities                             225,187         30,156         (69,663)          125,368
                                                    ---------      ---------        --------         ---------
Shareholders' equity:
    Preferred stock                                    82,995              -               -            82,995
    Common stock                                        1,353              -               -             1,353
    Additional paid-in capital                        223,898         55,521          55,521  (i)      223,898
    Retained earnings                                 167,475         28,799          75,425  (j)      214,101
    Notes and interest receivable from sales of
      common stock to related parties                 (35,977)             -               -           (35,977)
    Accumulated other comprehensive loss               (5,467)        (1,195)          4,600  (k)          328
    Treasury stock at cost                           (124,395)             -               -          (124,395)
                                                    ---------      ---------        --------         ---------
        Total shareholders' equity                    309,882         83,125         135,546           362,303
                                                    ---------      ---------        --------         ---------
                                                    $ 535,069      $ 113,281        $ 65,883         $ 487,671
                                                    =========      =========        ========         =========
</TABLE>


                       FRANKLIN COVEY CO.
      Unaudited Pro Forma Condensed Statement of Operations
               For the Year Ended August 31, 2001
              (in thousands, except per share data)
<TABLE>
<CAPTION>

                                                     Franklin        Premier       Pro Forma
                                                       Covey         Agendas      Adjustments
                                                     (Note 1)        (Note 2)       (Note 4)       Pro Forma
                                                     --------       --------       --------        ---------

<S>                                                 <C>             <C>            <C>             <C>
Sales                                               $ 525,333       $ 84,987       $     -         $ 440,346
Cost of  sales                                        226,760         33,159             -           193,601
                                                     --------       --------       --------         --------
    Gross margin                                      298,573         51,828             -           246,745

Selling, general and administrative                   259,987         34,015             -           225,972
Depreciation and amortization                          45,879          5,688             -            40,191
                                                     --------       --------       --------         --------
    Loss from operations                               (7,293)        12,125             -           (19,418)

Equity in earnings of unconsolidated subsidiary         2,088              -             -             2,088
Interest income                                         3,467            288             -             3,179
Interest expense                                       (9,078)          (747)        7,659 (a)          (672)
                                                     --------       --------       --------         --------
    Loss before provision for income taxes            (10,816)        11,666         7,659           (14,823)
Provision for income taxes                                267          3,363           184 (b)        (2,912)
                                                     --------       --------       --------         --------
    Net loss                                          (11,083)         8,303         7,475           (11,911)
Preferred stock dividends                               8,153              -             -             8,153
                                                     --------       --------       --------         --------
    Net loss attributable to common shareholders    $ (19,236)      $  8,303       $ 7,475         $ (20,064)
                                                     ========       ========       ========         ========

Basic and diluted net loss per common share         $   (0.95)                                     $   (0.99)
                                                     ========       ========       ========         ========

Basic and diluted weighted average number of
    common and common equivalent shares                20,199                                         20,199
                                                     ========                                       ========
</table>

NOTES TO UNAUDITED CONDENSED PRO FORMA FINANCIAL STATEMENTS

Note 1:  Franklin Covey's Consolidated Historical Financial Information

     The  amounts  included in this  column of the pro forma  condensed  balance
sheet as of August 31, 2001 and the statement of operations  for the fiscal year
ended August 31, 2001 were derived from the  historical  consolidated  financial
statements of the Company and its subsidiaries, including Premier.

Note 2:  Premier's Historical Financial Information

     The  amounts  included in this  column of the pro forma  condensed  balance
sheet as of August 31, 2001 and the statement of operations  for the fiscal year
ended August 31, 2001 were derived from the historical  financial  statements of
Premier,  which include Premier  Agendas,  Inc. (a Washington  corporation)  and
Premier  School  Agendas Ltd.  (an Ontario  corporation).  Premier's  historical
financial  statements exclude certain amounts related to the leadership training
business which will be retained by the Company,  in accordance with the terms of
the purchase agreement. The amounts in this column are being eliminated from the
Franklin Covey consolidated data to give effect to the sale of Premier.

Note 3:  Unaudited Pro Forma Condensed Balance Sheet - Pro Forma Adjustments

     The following reflects the pro forma adjustments  included in the unaudited
pro forma condensed balance sheet for the Company as of August 31, 2001, to give
effect to the Transactions (dollars in thousands):

<TABLE>
<S>    <C>                                                                        <C>
(a)    Adjustments to cash and cash equivalents as follows:
          Proceeds from sale of Premier                                           $152,500
          Payment of fees associated with sale of Premier                             (900)
          Pay off of the Company's credit facilities                               (91,787)
          Retire interest rate swap agreement                                       (4,600)
          Payment of accrued interest related to the Company's
            credit facilities                                                         (552)
                                                                                 ---------
                                                                                 $  54,661
                                                                                 =========
(b)    Adjustment to other current assets related to retaining a
          portion of Premier's working capital                                   $  12,900
                                                                                 =========
(c)    Adjustment to other long-term assets related to the write-off
         of deferred loan costs                                                  $  (1,678)
                                                                                 =========
(d)    Adjustments to accrued liabilities as follows:
          Income taxes payable related to the gain on the sale of Premier        $  26,860
          Payment of accrued interest on the Company's credit facilities              (552)
                                                                                 ---------
                                                                                 $  26,308
                                                                                 =========
(e)    Adjustment to current portion of long-term debt and capital lease
          obligations related to paying off the Company's credit facilities      $  (8,211)
                                                                                 =========
(f)    Adjustment to line of credit related to paying off the Company's
          credit facilities                                                      $ (35,576)
                                                                                 =========
(g)    Adjustment to long-term debt and capital lease obligations related
          to paying off the Company's credit facilities                          $ (48,000)
                                                                                 =========
(h)    Adjustments to other long-term liabilities as follows:
          Retire interest rate swap agreement                                    $  (4,600)
          Deferred tax liability for the gain on the sale of Premier                   416
                                                                                 ---------
                                                                                 $  (4,184)
                                                                                 =========
(i)    Elimination of Premier's additional paid-in capital                       $  55,521
                                                                                 =========
(j)    Adjustments to retained earnings as follows:
          Gain on the sale of Premier before taxes                               $  80,180
          Income taxes related to gain on the sale of Premier                      (27,276)
          Retained earnings of Premier                                              28,799
          Retire interest rate swap agreement                                       (4,600)
          Write-off of deferred loan costs                                          (1,678)
                                                                                 ---------
                                                                                 $  75,425
                                                                                 =========
(k)    Adjustment to accumulated comprehensive loss to retire interest
          rate swap agreement                                                    $   4,600
                                                                                 =========
</table>
Note 4:  Unaudited Pro Forma Statement of Operations for the Year Ended
         August 31, 2001 - Pro Forma Adjustments

     The following reflects the pro forma adjustments  included in the unaudited
pro forma  condensed  statement of operations for the Company for the year ended
August 31, 2001, which give effect to the Transactions:

(a)  Adjustment  reflects  reduction of interest  expense related to the Company
     paying off  approximately  $92.3 million of debt associated with its credit
     facilities in connection with the Transactions.

(b)  Adjustment  reflects  the  amount  necessary  to  appropriately  state  the
     Company's  income  tax  provision  as a result of the  Transactions,  which
     reduced interest expense and non-deductible goodwill amortization.



<PAGE>


Item 7.  Financial Statements and Exhibits (continued)

(c)  Exhibits:

     10.1 Purchase  Agreement By and Among  Franklin  Covey Co.,  Franklin Covey
          Canada Ltd.,  School  Specialty,  Inc., and 3956831 Canada Inc., dated
          November 13, 2001 (filed as exhibit 10.15 to the  Company's  report on
          Form 10-K for the fiscal year ended  August 31, 2001 and  incorporated
          herein by reference).

     10.2 Amendment  to  Purchase  Agreement  By and Among  Franklin  Covey Co.,
          Franklin Covey Canada Ltd., School Specialty, Inc., and 3956831 Canada
          Inc., dated December 2001 (filed herewith).

     99.1 Press release of Franklin Covey Co. issued December 21, 2001: Franklin
          Covey  Announces Close of Premier Sale and Extends Tender Offer (filed
          herewith).


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                         FRANKLIN COVEY CO.


Date:   January 7, 2002                  By:   /s/ Stephen D. Young
        ---------------------                  ---------------------------------
                                               Stephen D. Young
                                               Senior Vice-President, Controller





<PAGE>



                                  EXHIBIT INDEX



     10.2 Amendment  to  Purchase  Agreement  By and Among  Franklin  Covey Co.,
          Franklin Covey Canada Ltd., School Specialty, Inc., and 3956831 Canada
          Inc., dated December 2001.

     99.1 Press release of Franklin Covey Co. issued December 21, 2001: Franklin
          Covey Announces Close of Premier Sale and Extends Tender Offer.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>amendment.htm
<DESCRIPTION>EXHIBIT 10.2 AMENDMENT TO PREMIER SALE
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</title>
</head>
<body>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMENDMENT TO
PURCHASE AGREEMENT</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS
AMENDMENT TO PURCHASE AGREEMENT</B> (the &#147;Amendment&#148;), is entered into
effective as of December ____, 2001, by and among Franklin Covey Co., a Utah
corporation (&#147;FCC&#148;), Franklin Covey Canada, Ltd., an Ontario
corporation (&#147;FC Canada&#148;) (FCC and FC Canada are collectively referred
to herein as &#147;Sellers&#148; and sometimes individually referred to herein
as a &#147;Seller&#148;) and School Specialty, Inc. a Wisconsin corporation
(&#147;SSI&#148;), and 3956831 Canada, Inc., a Canadian federal corporation
(&#147;SSI Canada&#148;)(SSI and SSI Canada are collectively referred to as the
&#147;Buyers&#148; and sometimes individually referred to herein as a
&#147;Buyer&#148;). For the purpose of this Amendment, Premier Agendas, Inc. a
Washington corporation shall be known as &#147;Premier Agendas&#148; and Premier
School Agendas Ltd. Agendas Scolaire Premier Ltee, a corporation incorporated
under the Canadian Business Corporations Act and registered to do business in
British Columbia shall be known as &#147;PSA&#148;. </FONT></P>

<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2> RECITALS</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Sellers and Buyers are parties to that certain Purchase Agreement dated as of
November 13, 2001 (the &#147;Agreement&#148;); and </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the parties desire to amend the Agreement as follows.</FONT></P>
<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                                               AGREEMENT</font></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto do mutually promise and agree as follows: </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         1.&nbsp;&nbsp;&nbsp;<u>Defined Terms</u>.&nbsp;&nbsp;  Capitalized terms used herein shall have
the meanings assigned in the Agreement, unless otherwise
defined herein or if the context clearly indicates otherwise.</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         2.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 1.5</u>.&nbsp;&nbsp;Section 1.5 shall be amended and restated as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%>&nbsp;</TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
WORKING CAPITAL PAYMENTS.&nbsp;&nbsp; In addition to the amounts due under Section 1.2 (a)
herein, the Sellers, operating the business of the Acquired Companies in the
Ordinary Course of Business, shall have the right (i) up through and including
the Closing Date, to withdraw all cash in accounts of the Acquired Companies,
and (ii) on the Closing Date, to withdraw the lesser of (a) Twelve Million Nine
Hundred Thousand Dollars ($12,900,000.00) or (b) the amount of the Combined
Working Capital, determined in accordance with GAAP, as of the Closing Date (the
&#147;Working Capital Payment&#148;). In no event shall the Acquired
Companies&#146; line of credit balance exceed $0.00 as of the Closing Date and
in no event shall the Combined Working Capital be less than $0.00 as of the
Closing Date. The amount by which the Working Capital Payment exceeds the cash
balance of the Acquired Companies as of the Closing Date, if any, shall then be
tendered from SSI to FCC in the form of a promissory note dated as of the
Closing Date (but delivered to FCC by SSI at the time of the delivery by FCC of
the Closing Balance Sheet under Section 1.6(a), below and subject to the
adjustments set forth in Section 1.6(c), below, if any), which shall be due six
(6) months from the Closing Date and which shall bear an interest rate of two
percent (2%) plus LIBOR as of the Closing Date (the &#147;Working Capital
Note&#148;). All interest and principal under this note shall be due upon its
maturity. All other payments and distributions not defined in this Section 1.5
or elsewhere in this Agreement made from the Acquired Companies to the Sellers
from the date of this Agreement through the Closing Date shall be prohibited.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3. &nbsp;&nbsp;&nbsp;<u>Amendment to Section 1.6(a)</u>.&nbsp;&nbsp;Section 1.6(a)
shall be amended and restated as follows:</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;
Within fifteen (15) business days following the Closing Date, Sellers shall
prepare and deliver to Buyers a combined balance sheet effective as of the
Closing Date (the &#147;Closing Balance Sheet&#148;), and a related combined
statement of income for the period beginning September 1, 2001 and ending as of
the Closing Date, of the Acquired Companies, showing the final status of all
assets and liabilities (including Combined Working Capital, but excluding all
assets and liabilities related to the Adult Leadership Training Program) as of
the Closing Date and the results of its operations for the periods then ended,
all prepared in accordance with GAAP. At such time the Seller shall also deliver
to the Buyers: (i) a complete and accurate list of all Accounts Receivables
posted on each of the Acquired Companies&#146; books as of the close of business
on the Closing Date and an aging of such Accounts Receivables for the purposes
of calculations as required under Section 1.5 herein and (ii) a complete and
accurate list of all inventory of each of the Acquired Companies as of the close
of business on the Closing Date for the purposes of calculations as required
under Section 1.5 herein. The Closing Balance Sheet shall be reviewed by the
Buyers and, if the Buyers have any objections to the Closing Balance Sheet,
Buyers and Sellers shall work reasonably and in good faith to resolve such
objections.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         4.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 2.09</u>.&nbsp;&nbsp;The following phrase at
 the end of Section 2.09 shall be deleted:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;,
and an aging of such Accounts Receivable, updated through the close of business
on the last business day prior to the Closing Date for the purposes of
calculations as required under Section 1.5 herein has been and will be provided
to the Buyer&#148; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         5.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 2.10</u>.&nbsp;&nbsp;The following
phrase at the end of Section 2.10 shall be deleted:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;,
updated through the close of business on the last business day prior to the
Closing Date for the purposes of calculations as required under Section 1.5
herein has been and will be provided to the Buyer&#148; </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         6.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 2.14</u>.&nbsp;&nbsp;
The following sentence shall be added to end of Section 2.14:</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;
Prior to Closing, Premier Agendas shall assign and transfer sponsorship of the Premier
Agendas, Inc. 401(k) Plan (the &#147;401(k) Plan&#148;) to FCC, and FCC shall
accept and assume sponsorship of the 401(k) Plan. Thereafter, neither Premier
Agendas nor its employees shall be designated as a plan administrator of the
401(k) Plan, Premier Agendas shall not be designated as a plan fiduciary, and
any Premier Agenda employee serving as a 401(k) Plan fiduciary at the time of
Closing shall resign such position in accordance with the terms of the plan.
Notwithstanding the foregoing, following Closing Buyer shall: (i) provide and
cause Premier Agendas to provide to the Sellers, following reasonable notice,
access to and copies of such records, generated prior to the Closing Date, and
access to consult with such employees as may be reasonably requested by Sellers
in connection with the Sellers administration, winding up and termination of the
401(k) Plan by Sellers; and (ii) cause Premier Agendas to retain all currently
existing records relevant to the prior administration of the 401(k) Plan
(including, without limitation, payroll and personnel records) for at least four
years following Closing.</FONT></p>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         7.&nbsp;&nbsp;&nbsp;<u>License Agreement</u>.&nbsp;&nbsp;The Buyers and the Sellers
hereby acknowledge and agree that the modified License Agreement in the
form attached hereto as Exhibit 4.6(i) shall supercede and replace the form of license agreement
originally attached to the Agreement.</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         8.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 4.6</u>.&nbsp;&nbsp;The following
Sub-Sections shall be added to Section 4.6 of the Agreement as new Sub-Sections
(l) and (m):</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a certified copy of resolutions of the Board of Directors of Premier Agendas
assigning and transferring sponsorship of Premier Agendas&#146; 401(k) plan to
FCC, and a certified copy of the resolutions of the board of directors of FCC
accepting and assuming sponsorship of such plan, both effective prior to
Closing; and</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
a Product Sales Retailer Agreement shall have been entered into between FCC and
Premier Agendas in the form attached hereto as Exhibit 4.6(m).</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         9.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 6.12</u>.&nbsp;&nbsp;Section 6.12 shall be amended
and restated as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%>&nbsp;</TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
RETAINED CLAIMS.&nbsp;&nbsp;  Notwithstanding the foregoing, both prior to and after Closing, Sellers shall retain all
         liability with respect to, have sole authority for, and responsibility to act in the defense, settlement, or other
         resolution of:</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)</FONT></TD>
<TD WIDTH=86%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
(a)&nbsp;Black et al <u>v</u>. The Premier Company and Franklin
Covey Company (Civil Action No. 01-4317, pending in the Federal District
 Court of the Eastern District of Pennsylvania); (b)Alexander <u>v</u>. Premier Graphics (37 ECR 0037-01-2, pending
 before the State of Washington Human Rights Commission (the "WHRC") and Equal Employment Opportunity
 Commission (the "EEOC")); (c) Carolyn Winston <u>v</u>. Franklin Covey Company (EEOC charge no. 380A200199,
  pending before the WHRC and the EEOC); (d) John Busch <u>v</u>. Franklin Covey Company (EEOC charge no.
  380A200219, pending before the WHRC and the EEOC); (e) Patricia Narome <u>v</u>. Franklin Covey Co. (EEOC charge
  no. 380A11148); (f) JoAnne Matczak <u>v</u>. Franklin Covey Co. (EEOC charge no. 380A11154); (g) Henry Wiley <u>v</u>.
  Premier School Agendas (EEOC charge no. 380A11184); (h) Roger Hanky <u>v</u>. Franklin Covey Co. (EEOC charge no.
 380A11152); (i) Gretchen Brack <u>v</u>. Franklin Covey Co. (EEOC charge no. 380A11153); (j) James Buracchiov <u>v</u>.
  Franklin Covey Co. (EEOC charge no. 380A11171); (k) Mary A. Rodriguez <u>v</u>. Franklin Covey Co. (EEOC charge
 no. 380A11207); (l) George Eves <u>v</u>. Franklin Covey Co. (EEOC charge no. 380A11155); (m) John Ferguson <u>v</u>.
 Premier Company (EEOC charge no. 170A11479); (n) Patricia Nardone <u>v</u>. Premier Company (EEOC charge no.
170A11480); and (o) any successor or related claims and any claims alleging unlawful discrimination in
 employment against any of the Sellers and/or the Acquired Companies related to periods prior to the Closing
 Date;</font></td>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)</FONT></TD>
<TD WIDTH=86%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
any obligations, liabilities, damages or other claims relating to (a) the
termination by Premier Agendas of the office lease in Houston, Texas, and (b)
the air quality issues at such facility, including, but not limited to (x)
injuries or damages suffered by employees or other third parties and (y) Texas
Worker&#146;s Compensation penalties, fines, damages or any related claims
against Premier Agendas for denial of Worker&#146;s Compensation coverage
related to such air quality issues, all as more fully described in Part 2.11 of
the Disclosure Letter, as supplemented; and </font></td>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=86%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
any obligations, liabilities, damages or other claims relating to the resolution
of the failure of the Acquired Companies to be in good standing as described in
Part 2.1 of the Disclosure Letter, as supplemented. </font></td>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
matters described in this Section 6.12 shall be collectively referred to as
&#147;Retained Claims.&#148; The Sellers shall have no obligation to consult
with Buyers concerning, such defense, settlement, or resolution of the Retained
Claims. Following Closing, Buyer shall provide to the Sellers, following
reasonable notice, but without the necessity of service of legal process by
Sellers, with access to such records, generated prior to the Closing Date and
access to its employees as may be reasonably requested by Sellers in defense,
settlement, or resolution of the Retained Claims. Because the Sellers have
retained liability for all to the Retained Claims, notwithstanding any other
provision of this Agreement to the contrary, and notwithstanding any
requirements of GAAP there shall be no accrual of any liability on the Closing
Date Balance Sheet or for purposes of calculating the Combined Working Capital
of the Acquired Companies for Retained Claims Matters.</FONT></TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         10.&nbsp;&nbsp;&nbsp;<u>Amendment to Article 6</u>.&nbsp;&nbsp;
The following Section 6.14 shall be added to the end of Article VI of the Agreement:</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%>&nbsp;</TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;6.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<U>Delivery of Leases</U>.&nbsp;&nbsp;Pursuant to Section 2.18(a)(iv), the Sellers are
required to deliver to the Buyers true and complete copies of all Leases for
real property identified in Part 2.18 of the Disclosure Letter. However it has
now been determined that as of the Closing Date the Sellers have failed to
deliver signed copies of a number of certain of the real property leases. The
Sellers hereby covenant and agree on or before January 31, 2002 to deliver the
signed copies of all such undelivered leases, together with estoppel
certificates reasonably acceptable to the Buyers and, if required under the
terms of the applicable lease, a consent of landlord with respect to the
transaction contemplated herein. </FONT>
</TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         11.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 8.1.</u>.&nbsp;&nbsp; Section 8.1(d)
shall be amended and restated as follows:</font></p>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%>&nbsp;</TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;
any claim regarding the representation or warranties under Sections 2.16
(including Retained Claims) or 2.20, or covenants under Sections 2.14, 6.10,
6.12 and 6.14 of this Agreement as amended by this Amendment regardless of the
contents of the Disclosure Letter and/or supplements thereto as same may relate
to these Sections. Notwithstanding anything to the contrary herein, such
information in the Disclosure Letter, as supplemented, regarding Sections 2.16
or 2.20 shall be informational only and shall not have any effect on the
liability of the Sellers under the terms of this Agreement; or </FONT>
</TD>
</TR>
</TABLE>
<BR>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         12.&nbsp;&nbsp;&nbsp;<u>Amendment to Section 8.2</u>.&nbsp;&nbsp;Section 8.2(a)
(iii) shall be deleted and replaced with the following:</font></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)</FONT></TD>
<TD WIDTH=86%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 compliance issues regarding the covenants listed in Sections 2.14 and 6.10 of this Agreement.</font></td>
</tr>
</table>
<br>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         13.&nbsp;&nbsp;&nbsp;<u>Definitions</u>.&nbsp;&nbsp;The definition of Combined Working
Capital shall be amended and restated as follows:</font></p>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%>&nbsp;</TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;COMBINED
WORKING CAPITAL&#148; total current assets minus total current liabilities as
determined on a combined basis, for the Acquired Companies in accordance with
GAAP excluding the current assets and liabilities of the Adult Leadership
Training Program. Notwithstanding the foregoing, the amount of reserves included
in Combined Working Capital, as of the Closing Date shall be calculated in
accordance with GAAP but shall not be less than the amount as recorded in the
Balance Sheets of the Acquired Companies as of August 31, 2001. Further
notwithstanding the foregoing current assets and current liabilities in
accordance with GAAP for the purpose of determining Combined Working Capital
shall not be affected by deferred Tax assets, deferred Tax liabilities, and
income taxes payable/receivable. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.
<U>Interpretation.</U> Nothing contained herein shall be deemed to modify,
reduce, waive or otherwise affect any rights, benefits, or obligations of the
parties hereto set forth in the Agreement. Any conflicts between the Agreement
as initially drafted and this Amendment shall be construed in favor of this
Amendment. </FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         15.&nbsp;&nbsp;<u>Continuing Effect</u>.&nbsp;&nbsp;Except as amended herein,
the terms, provisions and conditions of the Agreement shall remain in
full force and effect and shall continue to govern the parties thereto.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         16.&nbsp;&nbsp;<u>Counterparts</u>.&nbsp;&nbsp;This Amendment may be
executed in two or more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same document.</FONT></P>



<PAGE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the undersigned have executed this Amendment to the Agreement
as of the day, month and year first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Franklin Covey Co.</FONT></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:</FONT><hr></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Its:</FONT><hr></td>
</tr>
</table>
<br>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Franklin Covey Canada Ltd.</FONT></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:</FONT><hr></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Its:</FONT><hr></td>
</tr>
</table>
<br>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>School Specialty, Inc.</FONT></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:</FONT><hr></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Its:</FONT><hr></td>
</tr>
</table>
<br>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3956831 Canada, Inc.</FONT></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>By:</FONT><hr></td>
</tr>
</table>
<br>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Its:</FONT><hr></td>
</tr>
</table>
</body>
</html>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>press_release.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
EXHIBIT 99.1


                                                                      Contact:
                                       Georgeson Shareholder Communications Inc.
                                                                  (800) 223-2064


FRANKLIN COVEY CO.
2200 West Parkway Boulevard
Salt Lake City, Utah  84119-2331
www.franklincovey.com


                      FRANKLIN COVEY ANNOUNCES TENDER OFFER
                    FOR 7.3 MILLION SHARES AT $6.00 PER SHARE

Salt Lake City, Utah (NYSE:  FC) - November 26, 2001 - Franklin Covey, a leading
global learning and performance solutions firm, today announced its tender offer
for up to 7,333,333 shares of its outstanding  common stock for $6.00 per share.
The offer will be open  through  Midnight,  Eastern  Time,  December  21,  2001.
Holders will have until then, unless the offering period is extended by Franklin
Covey,  to tender  their  shares to the  Depositary  or to  withdraw  previously
tendered  shares.  Shares  can only be  tendered  under  cover of the  Letter of
Transmittal which will be sent to Franklin Covey stockholders.

The  tender  offer is not  conditioned  on any  minimum  number of shares  being
tendered. It is, however,  subject to other conditions set forth in the Offer to
Purchase and the related Letter of Transmittal,  including the completion of the
pending sale of Franklin Covey's wholly-owned subsidiary,  Premier Agendas, Inc.
Franklin Covey has retained ThinkEquity  Partners LLC and Georgeson  Shareholder
Securities  Corporation  to  act  as  Dealer  Managers,   Georgeson  Shareholder
Communications  Inc. to act as Information Agent and Alpine Fiduciary  Services,
Inc. to act as Depositary in connection with the tender offer.

FRANKLIN  COVEY'S  BOARD OF DIRECTORS HAS APPROVED THE OFFER.  HOWEVER,  NEITHER
FRANKLIN  COVEY NOR ITS BOARD OF DIRECTORS IS MAKING ANY  RECOMMENDATION  TO ITS
STOCKHOLDERS  AS TO WHETHER TO TENDER OR REFRAIN FROM  TENDERING  THEIR  SHARES.
STOCKHOLDERS  MUST MAKE THEIR OWN  DECISION AS TO WHETHER TO TENDER THEIR SHARES
AND, IF SO, HOW MANY SHARES TO TENDER.

This press release is not an offer to purchase nor a solicitation of an offer to
sell shares of Franklin  Covey.  Holders of common  stock will  receive,  or can
request copies of, the Offer to Purchase and the Letter of  Transmittal  and are
advised  to read  these  documents  carefully  because  they  contain  important
information about the tender offer. The information  required to be disclosed in
response to Rule 13e-4(d)(1) of the Exchange Act is incorporated  herein by this
reference  from the  Offer to  Purchase  and  related  documents.  The  Offer to
Purchase and other  documents filed by the Company in connection with the tender
offer are  available  for free at the  website of the  Securities  and  Exchange
Commission  (www.sec.gov) or from the Information Agent.  Franklin Covey will be
mailing the offer to purchase, the transmittal letter and accompanying documents
to its  stockholders.  Stockholders  who do not  receive  a copy or who  wish to
request a copy of the tender  offer  documents  should  contact the  Information
Agent,  Georgeson Shareholder  Communications Inc., at (800) 223-2064. The offer
to purchase shares will not be made to, and tenders will not be accepted from or
on behalf of, holders of shares in any jurisdiction in which making or accepting
the offer to purchase would violate that jurisdiction's laws.

ABOUT  FRANKLIN  COVEY  CO.

Franklin Covey Co. is a leading learning and performance services firm assisting
professionals and organizations in measurably  increasing their effectiveness in
leadership,  productivity,  communication  and sales.  Clients include 80 of the
Fortune 100, more than  three-quarters  of the Fortune 500,  thousands of small-
and mid-sized businesses, as well as numerous government entities. Organizations
and professionals access Franklin Covey services and products through consulting
services,  licensed client facilitators,  one-on-one coaching, public workshops,
catalogs,   more   than   160   retail   stores,    www.franklincovey.com    and
www.franklinplanner.com.  More than  3,500  Franklin  Covey  associates  provide
professional services and products in 44 offices in 38 countries.

</TEXT>
</DOCUMENT>
</SUBMISSION>
