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: February 18, 2003 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) 75-2092519 (IRS Employer Identification Number) 4200 Airport Freeway, Suite 200 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 On February 13, 2003 The Home Depot ("Home Depot") opened a free-standing nursery store ("Landscape Supply") in the Dallas-Fort Worth Market, where Calloway's operates sixteen of its twenty-six retail stores. Home Depot is a much larger competitor with substantially greater financial resources than Calloway's. In a press release dated February 6, 2003 Home Depot stated that Landscape Supply will be "focusing on the professional landscapers and avid do-it-yourself garden enthusiasts." In addition, Home Depot stated that it intends to open four additional Landscape Supply stores in the Dallas-Fort Worth market. The retail nature of Landscape Supply's locations, and the retail orientation of its merchandise, causes management to believe it could represent a change in the competitive environment in Dallas-Fort Worth. 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