FRANKLIN COVEY CO FC

election_required = True...subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price selected by us, you do not properly withdraw such shares before the Offer expires and you complete the section entitled "Odd Lots" in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on Augus...

expiry = 2008-08-27...NKLIN COVEY CO. OF UP TO $28,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $10.50 NOR LESS THAN $9.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 27, 2008, UNLESS THE OFFER IS EXTENDED. Franklin Covey Co., a Utah corporation (the "Company," "Franklin," "our," "we," or "us"), is offering to purchase for cash up to $28,000,000 in value of shares ("shares") of our common stock, $0.05 par value...

listed = True...ng shareholders at our expense promptly after the expiration of the Offer. See Section 5. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "FC." On May 22, 2008, the last full trading day before the announcement of the Offer, the last reported sale price of our common stock on the NYSE was $7.68 per share. On July 25, 2008, the most recent practicable date before the printing of this document, the reported closing price of the shares on the NYSE was $8.45...

mechanism = DUTCH...tm EXHIBIT 99.(A)(5)(6) 9-5-08 exhibit99_a56090508.htm Exhibit 99.(a)(5)(6) Franklin Covey Announces Final Results of Tender Offer Salt Lake City – September 5, 2008 – Franklin Covey Co. (NYSE: FC) announced today the final results of its previously announced modified Dutch Auction tender offer to purchase up to 3,111,111 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 27, 2008. In accordance with the terms and conditions of the tender offer, the Company has accepted for purchase 3,027,018 shares, representing approximately 15.4% of its outstanding common stock, at a...

mechanism = DUTCH...antially all of the assets of our Consumer Solutions Business Unit ("CSBU") to Franklin Covey Products, LLC. What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified Dutch Auction tender offer. This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $9.00 to $10.50 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices spe...

must_tender_all = True...e price we determine, shares having an aggregate value in excess of $28,000,000 are properly tendered at or below the purchase price and not properly withdrawn, we will purchase shares as follows: •first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us; •second, from all other shareholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis (except for shareholders who tendered shares conditionally for which the condition was not satisfied); and •third, only if necessary to permit us to purchase $28...

price = USD 9.0-10.5...Auction tender offer. This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $9.00 to $10.50 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering shareholders, we can purchase $28,000,000 in value of shares, or such les...

threshold = 100...are tendered at or below the purchase price determined in the Offer. Odd Lots. The term "Odd Lots" means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery (an "Odd Lot Holder"). To qualify for this preference, an Odd Lot Holder must tender all shares he or she owns in accordance with the procedures described in Section 3. Odd Lots that are properly tendered will b...

txn_type = TENDER_OFFER...exhibit99_a56090508.htm Exhibit 99.(a)(5)(6) Franklin Covey Announces Final Results of Tender Offer Salt Lake City – September 5, 2008 – Franklin Covey Co. (NYSE: FC) announced today the final results of its previously announced modified Dutch Auction tender offer to purchase up to 3,111,111 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 27, 2008. In accordance with the terms and conditions of the tender offer, the Company has accepted for purchase 3,027,018 shares, representing approximately 15.4% of its outstanding common stock, at a price of $9.25 per share...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2187009zex-99_a1a.htm EXHIBIT 99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY FRANKLIN COVEY CO. OF UP TO $28,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $10.50 NOR LESS THAN $9.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 27, 2008, UNLESS THE OFFER IS EXTENDED. Franklin Covey Co., a Utah c...

txn_type = TENDER_OFFER...stock, $0.05 par value per share, at a price not greater than $10.50 per share nor less than $9.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 29, 2008, as amended and supplemented, a copy of which is filed as Exhibit (a)(1)(A) to the Schedule TO, and the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the "Offer"), a copy of which is filed as Exhibit (a)(1)(B) to the Schedule TO. Except as specifi...

accepted = 3027018...o 3,111,111 shares of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, August 27, 2008. In accordance with the terms and conditions of the tender offer, the Company has accepted for purchase 3,027,018 shares, representing approximately 15.4% of its outstanding common stock, at a price of $9.25 per share, for a total cost of approximately $28.0 million (excluding fees and expenses relating to the tender offer). Based on the final tabulation by Zions Bank, the depositary for the tende...

proration_pct = 97.5...$9.25 per share or less. As a result, the depositary has informed the Company that, after giving effect to the priority for “odd lots” and conditional tenders whose conditions were not satisfied, the final proration factor for the tender offer is 97.5%. The depositary will promptly pay for the shares accepted for purchase in the tender offer and will promptly cause to be returned all shares tendered and not accepted for purchase. After giving effect to the purchase of the shares, the Company will have approximately 16.6 millio...

tendered = 3104307...or a total cost of approximately $28.0 million (excluding fees and expenses relating to the tender offer). Based on the final tabulation by Zions Bank, the depositary for the tender offer, a total of 3,104,307 shares were validly tendered (including by guaranteed delivery procedures) and not withdrawn at a price of $9.25 per share or less. As a result, the depositary has informed the Company that, after giving effect to the priority for “odd lots” and conditional tenders whose conditions were not satisfied, the f...