SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
(RULE 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934
CALLOWAY'S NURSERY, INC.
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(Name of the Issuer)
CALLOWAY'S NURSERY, INC.
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(Names of Person(s) Filing statement)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
131255101
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(CUSIP Number of Class of Securities)
Daniel G. Reynolds
Calloway's Nursery, Inc.
Suite 200
4200 Airport Freeway
Fort Worth, Texas 76117-6200
(817) 222-1122
with a copy to:
Gene G. Lewis, Esq.
Locke Liddell & Sapp LLP
Suite 3400
600 Travis Street
Houston, TX 77002-3095
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(Name, Address and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933.
c. [ ] A tender offer.
d. [X] None of the above.
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Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
CALCULATION OF FILING FEE
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Transaction Value Amount of Filing Fee
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$100,000* $8.09
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* The transaction valuation was based upon the maximum authorized purchase
price of the common stock, $0.01 par value, of Calloway's Nursery, Inc.,
proposed to be purchased.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a) (2) of the Securities Exchange Act of 1934 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: ______________ Filing Party: Calloway's Nursery, Inc.
Form of Registration No.: ____________ Date Filed: __________________________
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TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
AND RULE 13E-3 THEREUNDER
This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed by Calloway's Nursery, Inc., a Texas corporation (the
"Company"), the issuer of the equity securities that are the subject of the Rule
13e-3 transaction, in connection with multiple stock repurchase transactions
with individual shareholders with the intended result that the Company will
cease to be a publicly held company and will become a private corporation. After
the filing of this Schedule 13E-3, the Company intends to distribute a
Disclosure Statement regarding the Negotiated Purchase Plan (the "Disclosure
Statement") to its shareholders. A copy of the Disclosure Statement in
substantially the form intended to be distributed to its shareholders is filed
herewith as Exhibit 1.
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ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference to the section of
the Disclosure Statement entitled "SUMMARY."
ITEM 2. SUBJECT COMPANY INFORMATION
The name of the subject company is Calloway's Nursery, Inc. The address of the
Company's principal executive offices is 4200 Airport Freeway, Suite 200, Fort
Worth, Texas 76117-6200, and its telephone number is (817) 222-1122. The subject
class of equity securities is common stock, $0.01 par value per share.
Additional required information is incorporated by reference to the section of
the Disclosure Statement entitled "MARKET FOR THE COMMON STOCK."
ITEM 3. IDENTITY AND BACKGROUND OF THE FILING PERSON
The filing person is the subject company. Additional required information is
incorporated herein by reference to the sections of the Disclosure Statement
entitled "THE COMPANY" and "MANAGEMENT - Board of Directors and - Non-Director
Executive Officers."
ITEM 4. TERMS OF THE NEGOTIATED PURCHASE PLAN
The required information is incorporated herein by reference to the section of
the Disclosure Statement entitled "THE NEGOTIATED PURCHASE PLAN."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The required information is incorporated herein by reference to the sections of
the Disclosure Statement entitled "MANAGEMENT - Security Ownership of Management
and - Certain Transactions with Management."
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The required information is incorporated herein by reference to the sections of
the Disclosure Statement entitled "THE NEGOTIATED PURCHASE PLAN - Background and
Description of the Negotiated Purchase Plan and - Effects of the Negotiated
Purchase Plan."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated by reference to the sections of the
Disclosure Statement entitled "SPECIAL FACTORS - Purpose and Reasons for the
Negotiated Purchase Plan; - Alternatives to the Negotiated Purchase Plan and -
Effects of the Negotiated Purchase Plan."
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated by reference to the section of the
Disclosure Statement entitled "SPECIAL FACTORS - Fairness of the Negotiated
Purchase Plan; - Fairness of the Minimum Negotiated Purchase Price and -
Approval of the Negotiated Purchase Plan."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated by reference to the section of the
Disclosure Statement entitled "SPECIAL FACTORS - Approval of the Negotiated
Purchase Plan."
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ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated by reference to the section of the
Disclosure Statement entitled "THE NEGOTIATED PURCHASE PLAN - Source of Funds."
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The required information is incorporated herein by reference to the section of
the Disclosure Statement entitled "MANAGEMENT - Security Ownership of
Management."
ITEM 12. SOLICITATION OR RECOMMENDATION
The required information is incorporated herein by reference to the sections of
the Disclosure Statement entitled "SPECIAL FACTORS - Fairness of the Negotiated
Purchase Plan; - Fairness of the Minimum Negotiated Purchase Price; - Approval
of the Negotiated Purchase Plan and - Recommendation of the Board."
ITEM 13. FINANCIAL STATEMENTS
The information contained in Item 8 of the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 2002 and the information contained in
Item 1 of the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2003 is incorporated by reference. Additional required information is
incorporated by reference to the section of the Disclosure Statement entitled
"SUMMARY FINANCIAL INFORMATION."
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
The required information is incorporated by reference to the section of the
Disclosure Statement entitled "THE NEGOTIATED PURCHASE PLAN - Persons
Implementing the Negotiated Purchase Plan."
ITEM 15. ADDITIONAL INFORMATION
Not applicable.
ITEM 16. EXHIBITS
*1. Disclosure Statement regarding the Negotiated Purchase Plan dated
September 18, 2003.
*2. Loan Agreement between the Company and The Frost National Bank dated
September 21, 1999.
3. Form of Employment Agreement dated July 3, 1991 between the Company and
James C. Estill (filed as Exhibit 10(a) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
4. Extension of Employment Agreement between the Company and James C.
Estill dated July 2, 1996 (filed as Exhibit 10(m) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
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5. Extension of Employment Agreement between the Company and James C.
Estill dated May 9, 2001 (filed as Exhibit 10(p) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
2001.
6. Form of Employment Agreement dated July 3, 1991 between the Company and
John T. Cosby (filed as Exhibit 10(b) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
7. Extension of Employment Agreement between the Company and John T. Cosby
dated July 2, 1996 (filed as Exhibit 10(n) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996).
8. Extension of Employment Agreement between the Company and John T. Cosby
dated May 9, 2001 (filed as Exhibit 10(q) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001).
9. Form of Employment Agreement dated July 3, 1991 between the Company and
John S. Peters (filed as Exhibit 10(c) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
10. Extension of Employment Agreement between the Company and John S.
Peters dated July 2, 1996 (filed as Exhibit 10(o) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
11. Extension of Employment Agreement between the Company and John S.
Peters dated May 9, 2001 (filed as Exhibit 10(r) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
2001).
12. Employment Agreement between the Company and C. Sterling Cornelius
dated September 21, 1999 (filed as Exhibit 10(k) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1999).
13. Calloway's Nursery, Inc. Stock Purchase Plan (filed as Exhibit 28 to
the Company's Registration Statement on Form S-8, as amended, File No.
33-46170, effective March 3, 1992).
14. Calloway's Nursery, Inc. 1991 Stock Option Plan (filed as Exhibit 10(d)
to the Company's Registration Statement on Form S-1, as amended, File
No. 33-40473, effective June 26, 1991).
15. Calloway's Nursery, Inc. 1995 Stock Option Plan for Independent
Directors (filed as Exhibit 99(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1995).
16. Calloway's Nursery, Inc. 1996 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1996 annual meeting of
shareholders).
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17. Calloway's Nursery, Inc. 1997 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1997 annual meeting of
shareholders).
18. Calloway's Nursery, Inc. 1998 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1998 annual meeting of
shareholders).
19. Calloway's Nursery, Inc. 1999 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1999 annual meeting of
shareholders).
*20. Form of Individual Stock Option Grant to Non-Employee Directors.
*21. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 1570 Ruiz Street,
San Antonio
*22. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 7007 San Pedro
Avenue, San Antonio
*23. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 6714 South Flores
Street, San Antonio
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*Filed herewith
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the undersigned
certifies that the information contained in this statement is true, complete and
correct.
CALLOWAY'S NURSERY, INC.
By: /s/ Daniel G. Reynolds
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Daniel G. Reynolds
Vice President and Chief Financial Officer
September 18, 2003
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EXHIBIT INDEX
*1. Disclosure Statement regarding the Negotiated Purchase Plan dated
September 18, 2003.
*2. Loan Agreement between the Company and The Frost National Bank dated
September 21, 1999.
3. Form of Employment Agreement dated July 3, 1991 between the Company and
James C. Estill (filed as Exhibit 10(a) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
4. Extension of Employment Agreement between the Company and James C.
Estill dated July 2, 1996 (filed as Exhibit 10(m) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
5. Extension of Employment Agreement between the Company and James C.
Estill dated May 9, 2001 (filed as Exhibit 10(p) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
2001.
6. Form of Employment Agreement dated July 3, 1991 between the Company and
John T. Cosby (filed as Exhibit 10(b) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
7. Extension of Employment Agreement between the Company and John T. Cosby
dated July 2, 1996 (filed as Exhibit 10(n) to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996).
8. Extension of Employment Agreement between the Company and John T. Cosby
dated May 9, 2001 (filed as Exhibit 10(q) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30, 2001).
9. Form of Employment Agreement dated July 3, 1991 between the Company and
John S. Peters (filed as Exhibit 10(c) to the Company's Registration
Statement on Form S-1, as amended, File No. 33-40473, effective June
26, 1991).
10. Extension of Employment Agreement between the Company and John S.
Peters dated July 2, 1996 (filed as Exhibit 10(o) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996).
11. Extension of Employment Agreement between the Company and John S.
Peters dated May 9, 2001 (filed as Exhibit 10(r) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
2001).
12. Employment Agreement between the Company and C. Sterling Cornelius
dated September 21, 1999 (filed as Exhibit 10(k) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1999).
13. Calloway's Nursery, Inc. Stock Purchase Plan (filed as Exhibit 28 to
the Company's Registration Statement on Form S-8, as amended, File No.
33-46170, effective March 3, 1992).
14. Calloway's Nursery, Inc. 1991 Stock Option Plan (filed as Exhibit 10(d)
to the Company's Registration Statement on Form S-1, as amended, File
No. 33-40473, effective June 26, 1991).
15. Calloway's Nursery, Inc. 1995 Stock Option Plan for Independent
Directors (filed as Exhibit 99(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended September 30, 1995).
16. Calloway's Nursery, Inc. 1996 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1996 annual meeting of
shareholders).
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17. Calloway's Nursery, Inc. 1997 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1997 annual meeting of
shareholders).
18. Calloway's Nursery, Inc. 1998 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1998 annual meeting of
shareholders).
19. Calloway's Nursery, Inc. 1999 Stock Option Plan (filed as Exhibit A to
the Company's Proxy Statement for its 1999 annual meeting of
shareholders).
*20. Form of Individual Stock Option Grant to Non-Employee Directors.
*21. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 1570 Ruiz Street,
San Antonio
*22. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 7007 San Pedro
Avenue, San Antonio
*23. Lease Agreement between the Company and Frost National Bank, Trustee,
for George J. Wechsler and Dorothy I. Wechsler for 6714 South Flores
Street, San Antonio
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*Filed herewith
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