Calloway's Nursery Disputes Misleading Proxy Solicitation
FORT WORTH, Texas, May 15, 2013
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governance structure was "out of date" due to a lack of audit and compensation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
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.
Contact: Dan Reynolds, (817) 222-1122
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