Other  Matter s / Proposals of Shareholders / Additional Information 83 Franklin Covey 2000 Annual Report subject to ratification by the shareholders of the Company. The Board of Directors anticipates that one or more representatives of Arthur Andersen will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. The federal income tax consequences of the Purchase Plan will be significantly less favorable to Participants than outlined above if the shareholders fail to approve the Amendment within twelve months after its date of adoption. If shareholder approval is not timely received, the Purchase Plan will not qualify as an employee stock purchase plan under Code Section 423 and each Participant will be deemed to have taxable compensation income, subject to taxation at ordinary rates as well as social security taxation, upon exercising his or her purchase rights. The taxable income realized upon exercise would equal the amount by which the fair market value of the shares of Common Stock received on the purchase date exceeds the exercise price paid for the shares. This treatment would apply regardless of whether the purchase date occurs before or after expiration of the twelve-month shareholder approval deadline. In effect, each Participant would be taxable on the full discount he or she receives at the time of purchase. The Company would be required to withhold taxes with respect to the income deemed earned and would have to report that income to the Internal Revenue Service on each Participant’s Form W-2 for the year of purchase.  As of the date of this Proxy Statement, the Board of Directors knows of no other matters to be presented for action at the meeting. However, if any further business should properly come before the meeting, the persons named as proxies in the accompanying form will vote on such business in accordance with their best judgment. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE  IN FAVOR OF THE PROPOSAL TO RATIFY THE SELECTION OF ARTHUR ANDERSEN, LLP AS INDEPENDENT CERTIFIED PUBLIC ACCOUNTS FOR THE COMPANY FOR THE FISCAL YEAR ENDING AUGUST 31, 2001. Proposals which shareholders intend to present at the annual meeting of shareholders to be held in calendar 2002 must be received by Val John Christensen, Executive Vice President, Secretary and General Counsel of the Company, at the Company’s executive offices (2200 West Parkway Boulevard, Salt Lake City, Utah 84119-2331) no later than August 15, 2001. Each Participant would then take a basis in his or her shares of Common Stock equal to their value on the purchase date. Any later sale of the shares at a price above that basis amount would result in long-term capital gain if the shares are held more than one year from the purchase date; short term capital gain would result if the shares are held one year or less. Sale of the shares of Common Stock at a price below the applicable basis amount would produce capital loss, again long term or short term depending upon whether or not held for more than one year.  The Company can provide no assurance that the shareholders will approve the Amendment within the twelve-month period required for continued qualification of the Purchase Plan under Code Section 423. Each prospective Participant must evaluate the tax risk associated with the potential uncertainty regarding future shareholder approval. The Company will provide without charge to any person from whom a Proxy is solicited by the Board of Directors, upon the written request of such person, a copy of the Company’s 2000 Annual Report on Form  10-K, including the financial statements and schedules thereto (as well as exhibits thereto, if specifically requested), required to be filed with the Securities and Exchange Commission. Written requests for such information should be directed to Franklin Covey Co., Investor Relations Department, 2200 West Parkway Boulevard, Salt Lake City, Utah 84119-2331, Attn:  Mr. Richard Putnam. The Audit Committee of the Board of Directors has recommended, and the Board of Directors has selected, the firm of Arthur Andersen LLP, independent certified public accountants, to audit the financial statements of the Company for the fiscal year ending August 31, 2001, ADDITIONAL INFORMATION PROPOSALS OF SHAREHOLDERS SELECTION OF AUDITOR OTHER MATTERS Adverse Federal Income Tax Treatment If The Amendment Is Not Approved Within Twelve Months