SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: May 19, 1997 CALLOWAY'S NURSERY, INC. (Exact name of registrant as specified in its charter) Texas (State or other jurisdiction of incorporation or organization) 0-19305 (Commission File Number) 79-2052519 (IRS Employer Identification Number) 4200 Airport Freeway Fort Worth, Texas 76117-6200 (Address of principal executive offices, including zip code) 817.222.1122 (Registrant's telephone number, including area code) Item 5. OTHER EVENTS A panel of the Nasdaq Stock Market has requested that the Company file a Balance Sheet as of April 30, 1997 to demonstrate compliance with the alternative net tangible assets requirements of Nasdaq Marketplace Rule 4450(a)(5). The purpose of this filing is provide the information requested by the Nasdaq Stock Market. This filing includes a Balance Sheet as April 30, 1997. This statement is not intended to comprise a complete set of interim condensed financial statements. Such condensed financial statements will be included in the Company's Quarterly Report on Form 10-Q for the period ending June 30, 1997, which will be filed on or before August 14, 1997. As indicated on the included Balance Sheet, as of April 30, 1997 the Company had net tangible assets of $4,434,000, meeting the aforementioned alternative net tangible assets requirement. There have been no significant events since April 30, 1997. Nothing herein shall be considered to be a waiver of the Company's position regarding the correct interpretation of the requirements for continued listing on the Nasdaq National Market. 						CALLOWAY'S NURSERY, INC. 						 						By:/s/ James C. Estill 						James C. Estill 						President and Chief 						Executive Officer 						By:/s/ Daniel G. Reynolds 						Daniel G. Reynolds 						Vice President and Chief 						Financial Officer CALLOWAY'S NURSERY, INC. FORM 8-K May 19, 1997 CALLOWAY'S NURSERY, INC. CONDENSED BALANCE SHEET (UNAUDITED) (In thousands, except share amounts) April 30, 1997 --------- ASSETS Cash and cash equivalents $ 6,048 Accounts receivable 266 Inventories 2,306 Prepaids and other assets 30 --------- Total current assets 8,649 --------- Property and equipment, net 4,667 Goodwill, net 1,218 Other assets 70 --------- Total assets $ 14,605 ========= LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 6,571 Accrued expenses 767 Current portion of long-term debt 37 --------- Total current liabilities 7,375 --------- Deferred rent payable 1,064 Long-term debt 514 --------- Total liabilities 8,953 --------- Shareholders' equity: Voting convertible preferred stock; par value $.625 per share; 3,200,000 shares authorized; no shares issued or outstanding -- Preferred stock; par value $.01 per share; 10,000,000 shares authorized; no shares issued or outstanding -- Common stock; par value $.01 per share; 30,000,000 shares authorized; 5,519,618 shares issued and 5,269,618 shares outstanding 55 Additional paid-in capital 8,354 Accumulated deficit (1,361) --------- 7,048 Less: Treasury stock, at cost (250,000 shares) (1,396) --------- Total shareholders' equity 5,652 --------- Total liabilities and shareholders' equity	 $ 14,605 =========