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: August 26, 1998
CALLOWAY'S NURSERY, INC.
(Exact name of registrant as specified in its charter)
Texas 0-19305 75-2092519
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification Number)
4200 Airport Freeway
Fort Worth, Texas 76117-6200
(Address of principal executive offices) (Zip code)
817.222.1122
(Registrant's telephone number, including area code)
____________________________________________________
Item 4. Changes in Registrant's Certifying Accountant.
a) Previous independent accountants
1) On August 19, 1998 the Registrant's Independent Accountants,
PricewaterhouseCoopers LLP (formerly Coopers & Lybrand L.L.P., which became
PricewaterhouseCoopers LLP on July 1, 1998) were dismissed and replaced by
KPMG Peat Marwick LLP.
2) The reports of PricewaterhouseCoopers LLP on the financial statements for
the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principle.
3) The Registrant's Audit Committee and Board of Directors participated in and
approved the decision to change independent accountants.
4) In connection with its audits for the two most recent fiscal years and
through August 19, 1998 there have been no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principle
or practices, financial statement disclosure, or auditing scope
or procedure which disagreements if not resolved to the satisfaction
of PricewaterhouseCoopers LLP, would have caused them to make reference
thereto in their report on the financial statements for such years.
5) During the two most recent fiscal years and through August 19, 1998
there have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
6) The Registrant has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the SEC stating whether or not it agrees with
the above statements. A copy of such letter, dated August 25, 1998, is
filed as Exhibit 16 to this Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this to Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CALLOWAY'S NURSERY, INC.
By _______________________
Daniel G. Reynolds
Vice President and
Chief Financial Officer
Dated: August 26, 1998
EXHIBITS
Exhibit Description
16 Response letter of PricewaterhouseCoopers, LLP pursuant to
Item 304 of Reg. S-K
August 25, 1998
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, D. C. 20549
Gentlemen:
We have read the statements made by Calloway's Nursery, Inc. (Commission File
Number 0-19305) (copy attached), which we understand will be filed with the
Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form
8-K report for the month of August 1998. We agree with the statements
concerning our Firm in such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
