Calloway's Nursery Disputes Misleading Proxy Solicitation

Calloway’s Nursery, Inc. (PK: CLWY) responded to a statement issued by 3K Limited Partnership and filed suit in Tarrant County District Court against 3K.
By: Calloway's Nursery
BOSTON - May 16, 2013 - PRLog -- 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 a Boston investor. Calloway’s also filed suit in Tarrant County District Court against 3K on May 13th asking the Court to construe the Company’s Bylaws, to declare that neither Peter 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Calloway’s further stated that while 3K’s release suggested that Calloway’s governance structure was “out of date” due to a lack of audit and compensation committees, Calloway’s does in fact have both an audit committee and a compensation committee.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
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Tags:Peter H. Kamin, $CLWY, Calloway S Nursery, 3k
Industry:Investment, Business
Location:Boston - Massachusetts - United States
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