SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
AMENDMENT NO. 4
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: [X]
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
AMENDMENT NO. 4 TO SCHEDULE 13E-3
This Amendment No. 4 amends and supplements the Rule
13e-3 Transaction Statement on Schedule 13E-3 ("Schedule 13E-
3") filed with the Securities and Exchange Commission on
September 18, 2003, as amended by Amendment No. 1 thereto
filed on November 20, 2003, Amendment No. 2 thereto filed on
January 9, 2004, and Amendment No. 3 thereto filed on
January 26, 2004, 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 cease to be
a publicly held company and become a private corporation,
which offer was made upon the terms and subject to the
conditions set forth in the Odd-Lot Purchase Offer and the
related Letter of Transmittal (which were filed as Exhibit
24 to Amendment No. 3 and Exhibit 25 to Amendment No. 1,
respectively).
This Amendment No. 4 is the final amendment to the
Schedule 13E-3.
ITEM 4. TERMS OF THE ODD-LOT PURCHASE OFFER
The Odd-Lot Purchase Offer is amended and supplemented to
add the following:
The Odd-Lot Purchase Offer was terminated at 5:00 p.m.,
Fort Worth, Texas time, on Friday, May 14, 2004. Pursuant
to the Odd-Lot Purchase Offer, 1,299 shares of common stock,
representing 0.02% of the outstanding shares of common stock
of the Company, were properly tendered to and purchased by
the Company. As a result thereof, the number of record
holders of the Company's common stock is 223. The Company
intends to terminate the registration of its common stock
under the Securities Exchange Act of 1934.
ITEM 16. EXHIBITS
27. Press Release, dated May 17, 2004.
SIGNATURE
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
May 17, 2004
EXHIBIT INDEX
27. Press Release, dated May 17, 2004.