SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
AMENDMENT NO. 3 TO 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.
(Name of the Issuer)
CALLOWAY'S NURSERY, INC.
(Names of Person(s) Filing statement)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
131255101
(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
(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.
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
Transaction Value Amount of Filing Fee
$3,197* $.26
*The transaction valuation was based upon the purchase price
of all shares of the common stock, $0.01 par value, of
Calloway's Nursery, Inc. from holders of record of fewer
than 100 shares of Calloway's Nursery, Inc. common stock, as
of November 20, 2003, at $0.90 per share.
[X] 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: $8.09
Filing Party: Calloway's Nursery Inc.
Form of Registration No.: SC 13E-3
Date Filed: September 18, 2003
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 an odd-lot stock purchase
offer 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 an Odd-Lot Purchase Offer (the
"Odd-Lot Purchase Offer") describing the offer to its
shareholders. A copy of the Odd-Lot Purchase Offer in
substantially the form intended to be distributed to its
shareholders is filed herewith as Exhibit 24.
ITEM 1. SUMMARY TERM SHEET
The required information is incorporated herein by reference
to the section of the Odd-Lot Purchase Offer 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 Odd-Lot
Purchase Offer 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 Odd-Lot Purchase Offer entitled "THE
COMPANY" and "MANAGEMENT - Board of Directors and - Non-
Director Executive Officers."
ITEM 4. TERMS OF THE ODD-LOT PURCHASE OFFER
The required information is incorporated herein by reference
to the section of the Odd-Lot Purchase Offer entitled "THE
ODD-LOT PURCHASE OFFER."
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
The required information is incorporated herein by reference
to the sections of the Odd-Lot Purchase Offer 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 Odd-Lot Purchase Offer entitled "THE
ODD-LOT PURCHASE OFFER - Background and Description of the
Odd-Lot Purchase Offer" and "SPECIAL FACTORS - Effects of
the Odd-Lot Purchase Offer."
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
The required information is incorporated by reference to the
sections of the Odd-Lot Purchase Offer entitled "SPECIAL
FACTORS - Purpose and Reasons for the Odd-Lot Purchase
Offer; - Alternatives to the Odd-Lot Purchase Offer and -
Effects of the Odd-Lot Purchase Offer."
ITEM 8. FAIRNESS OF THE TRANSACTION
The required information is incorporated by reference to the
section of the Odd-Lot Purchase Offer entitled "SPECIAL
FACTORS - Fairness of the Odd-Lot Purchase Offer; - Fairness
of the Offer Price and - Approval of the Odd-Lot Purchase
Offer."
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
The required information is incorporated by reference to the
section of the Odd-Lot Purchase Offer entitled "SPECIAL
FACTORS - Approval of the Odd-Lot Purchase Offer."
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
The required information is incorporated by reference to the
section of the Odd-Lot Purchase Offer entitled "THE ODD-LOT
PURCHASE OFFER - 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 Odd-Lot Purchase Offer entitled
"MANAGEMENT - Security Ownership of Management."
ITEM 12. SOLICITATION OR RECOMMENDATION
The required information is incorporated herein by reference
to the sections of the Odd-Lot Purchase Offer entitled
"SPECIAL FACTORS - Fairness of the Odd-Lot Purchase Offer; -
Fairness of the Offer Price; - Approval of the Odd-Lot
Purchase Offer 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,
2003 is incorporated by reference.
Additional required information is incorporated by reference
to the section of the Odd-Lot Purchase Offer 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 Odd-Lot Purchase Offer entitled "THE ODD-LOT
PURCHASE OFFER - Persons Implementing the Odd-Lot Purchase
Offer."
ITEM 15. ADDITIONAL INFORMATION
Not applicable.
ITEM 16. EXHIBITS
1. Disclosure Statement regarding the Negotiated Purchase
Plan dated September 17, 2003 (filed as Exhibit 1 to the
Schedule 13E-3, File No. 005-41995, effective September 18,
2003).
2. Loan Agreement between the Company and The Frost
National Bank dated September 21, 1999 (filed as Exhibit 2
to the Schedule 13E-3, File No. 005-41995, effective
September 18, 2003).
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).
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 (filed as Exhibit 20 to the Schedule 13E-3, File
No. 005-41995, effective September 18, 2003).
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 (filed as Exhibit
21 to the Schedule 13E-3, File No. 005-41995, effective
September 18, 2003).
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 (filed as
Exhibit 22 to the Schedule 13E-3, File No. 005-41995,
effective September 18, 2003).
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 (filed as
Exhibit 23 to the Schedule 13E-3, File No. 005-41995,
effective September 18, 2003).
*24. Odd-Lot Purchase Offer.
25. Letter of Transmittal.
26. Letter from James C. Estill, President of Calloway's
Nursery Inc. to the Shareholders.
*Filed herewith
SIGNATURES
After due inquiry and to the best of his 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
Daniel G. Reynolds
Vice President and Chief
Financial Officer
January 26, 2004
EXHIBIT INDEX
1. Disclosure Statement regarding the Negotiated Purchase
Plan dated September 17, 2003 (filed as Exhibit 1 to the
Schedule 13E-3, File No. 005-41995, effective September 18,
2003).
2. Loan Agreement between the Company and The Frost
National Bank dated September 21, 1999 (filed as Exhibit 2
to the Schedule 13E-3, File No. 005-41995, effective
September 18, 2003).
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).
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 (filed as Exhibit 20 to the Schedule 13E-3, File
No. 005-41995, effective September 18, 2003).
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 (filed as Exhibit
21 to the Schedule 13E-3, File No. 005-41995, effective
September 18, 2003).
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 (filed as
Exhibit 22 to the Schedule 13E-3, File No. 005-41995,
effective September 18, 2003).
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 (filed as
Exhibit 23 to the Schedule 13E-3, File No. 005-41995,
effective September 18, 2003).
*24. Odd-Lot Purchase Offer.
25. Letter of Transmittal.
26. Letter from James C. Estill, President of Calloway's
Nursery Inc. to the Shareholders.
*Filed herewith