FORT WORTH, Texas, May 15, 2013 /PRNewswire/ -- Calloway's
Nursery, Inc. (PK: CLWY) today
responded to a May 10 press release
issued by 3K Limited Partnership, a partnership that is evidently
the personal investment vehicle of Boston investor, Peter
Kamin. Calloway's also filed suit in Tarrant County District Court against Kamin
and 3K on May 13th asking the Court
to construe the Company's Bylaws, to declare that neither Kamin nor
3K has the right to require the Company to call a special
shareholders' meeting and to address Kamin's misleading proxy
solicitation.
Calloway's noted that although 3K's announcement stated that 3K
had called a shareholders' meeting and suggested Directors would be
elected at such meeting, Calloway's Bylaws do not permit a
shareholder holding less than 50% of the issued shares to call a
special meeting or require the Company to do so. Calloway's
Bylaws further provide that Directors are to be elected at the
annual meeting of the shareholders.
Calloway's further stated that while 3K's release suggested that
Calloway's governance structure was "out of date" due to a lack of
audit and compensation committees, Calloway's does in fact have
both an audit committee and a compensation committee.
The Company also responded that while the press release from
Kamin's family partnership suggested Calloway's needed "experienced
outside Directors", two of Calloway's five Directors are
Daniel Feehan and Dr. Stanley Block. Feehan is Chairman and CEO
of Cash America International, a New York Stock Exchange company
with a market cap of approximately $1.3
billion and sales of nearly $1.8
billion annually. Feehan also serves as a director and
non-executive Chairman of RadioShack Corporation, another company
traded on the New York Stock Exchange, and a director of AZZ, Inc.,
another New York Stock Exchange Company. Feehan also chairs the
audit committee of the AZZ board. Dr. Block is Emeritus Professor
of Finance at Texas Christian
University where he served on the faculty for 45 years and
served as Chairman of the Finance Department. Dr. Block has
served on Calloway's Board since it went public in 1991.
The Company's litigation against Kamin and 3K Limited
Partnership seeks declaratory relief that, among other things,
Kamin and 3K have no right to force the Company to incur the
expense of a special stockholders' meeting and that Kamin and 3K
may not require a special stockholders' meeting to be called unless
and until they collectively hold 50% of the outstanding
stock. The suit further seeks a permanent injunction
enjoining Kamin and 3K from misleading Calloway's
stockholders. Shareholders with any questions are urged to
contact Dan Reynolds, Vice President
and CFO at 817-222-1122.
Founded in 1986, Calloway's Nursery, Inc. is an 18-store garden center
chain serving the Dallas - Fort
Worth (as Calloway's Nursery) and Houston (as Cornelius Nursery) markets.
The company strives to make gardening fun, easy and successful for
customers by offering expert advice from Texas Certified Nursery
Professionals; store environments that are educational and easy to
shop; weekly gardening clinics that serve both novice and expert
gardeners; displays and instructions to aid gardeners with design
and color development in their yards; and a product selection of
the best plant varieties available.
SOURCE Calloway's Nursery,
Inc.