<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2000

                           Commission File No. 0-19305

                            CALLOWAY'S NURSERY, INC.
             (Exact name of registrant as specified in its charter)

           Texas                                              75-2092519
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                         Identification Number)

                              4200 Airport Freeway
                          Fort Worth, Texas 76117-6200
                                  817.222.1122
              (Address, including zip code, of principal executive
         offices and Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        YES [X] NO [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

<TABLE>
<CAPTION>
                                                    Shares Outstanding as
                Title                                of August 9, 2000
                -----                               ---------------------
<S>                                                 <C>
  Common Stock, par value $.01 per share                 5,918,349
</TABLE>



<PAGE>   2



                            CALLOWAY'S NURSERY, INC.

                                    FORM 10-Q

                                  JUNE 30, 2000

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                           PAGE
<S>                                                                                       <C>
FORWARD-LOOKING STATEMENTS OR INFORMATION                                                    3

PART I - FINANCIAL INFORMATION

ITEM 1

Index to Consolidated Financial Statements (unaudited):

       Condensed Consolidated Balance Sheets                                                 4

       Condensed Consolidated Statements of Operations                                       5

       Condensed Consolidated Statements of Cash Flows                                       6

       Notes to Condensed Consolidated Financial Statements                                  7

ITEM 2

Management's Discussion and Analysis of Financial Condition and Results of Operations       10

ITEM 3

Quantitative and Qualitative Disclosures about Market Risk                                  12

PART II - OTHER INFORMATION

Items 1-6                                                                                   13
</TABLE>

                                       2

<PAGE>   3

                    FORWARD-LOOKING STATEMENTS OR INFORMATION

This Form 10-Q Report contains forward-looking statements. We are including this
statement for the express purpose of providing Calloway's the protections of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
with respect to all forward-looking statements. Several important factors, in
addition to the specific factors discussed in connection with such
forward-looking statements individually, could affect future results and could
cause those results to differ materially from those expressed in the
forward-looking statements contained in this Report.

Our expected future results, products and service performance or other
non-historical facts are forward-looking and reflect our current perspective of
existing trends and information. These statements involve risks and
uncertainties that cannot be predicted or quantified and, consequently, actual
results may differ materially from those expressed or implied by such
forward-looking statements. Such risks and uncertainties include, among others,
the seasonality of our business, geographic concentration, the impact of weather
and other growing conditions, risks associated with the Cornelius Acquisition
and the ability to integrate Cornelius in a timely and cost effective manner,
the ability to manage growth, the impact of competition, the ability to obtain
future financing, government regulations, market risks associated with
variable-rate debt, and other risks and uncertainties defined from time to time
in our Securities and Exchange Commission filings.

Therefore, each reader of this report is cautioned to consider carefully these
factors as well as the specific factors discussed with each forward-looking
statement in this Report and disclosed in our filings with the Securities and
Exchange Commission as such factors, in some cases, have affected, and in the
future (together with other factors) could affect, our ability to implement our
business strategy and may cause actual results to differ materially from those
contemplated by the statements expressed in this Report.

                                       3



<PAGE>   4


PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

                            CALLOWAY'S NURSERY, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                    JUNE 30,  SEPTEMBER 30,  JUNE 30,
                                                                      2000       1999         1999
                                                                    --------  ------------  --------
                                     ASSETS
<S>                                                                 <C>         <C>         <C>
Cash and cash equivalents                                           $  3,643    $     62    $  4,211
Property held for sale                                                    --          --         448
Accounts receivable, net of allowance                                  1,281          54         124
Inventories                                                           11,264       9,736       3,122
Deferred income taxes                                                     --          --          53
Prepaids and other assets                                                143         137         109
                                                                    --------    --------    --------
      Total current assets                                            16,331       9,989       8,067
Property and equipment, net                                           14,985      13,859       8,009
Goodwill, net                                                            875         956         984
Deferred income taxes                                                  1,369       1,392         565
Other assets                                                             193         139          45
                                                                    --------    --------    --------
      Total assets                                                  $ 33,753    $ 26,335    $ 17,670
                                                                    ========    ========    ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable                                                    $  4,767    $  3,356    $  2,855
Accrued expenses                                                       2,021       1,210       1,392
Accrued income taxes                                                   2,159          --         360
Notes payable, current                                                    --         463          --
Current portion of long-term debt                                        780         558         349
Deferred income taxes, current                                           165         622          --
                                                                    --------    --------    --------
      Total current liabilities                                        9,892       6,209       4,956
Deferred rent payable                                                  1,132       1,113       1,108
Long-term debt, net of current portion                                 9,755       9,003       2,798
                                                                    --------    --------    --------
      Total liabilities                                               20,779      16,325       8,862
                                                                    --------    --------    --------
Commitments and contingencies
Non-voting preferred stock, with mandatory
  redemption provisions                                                1,808       1,890          --
Shareholders' equity:
   Voting convertible preferred stock                                     --          --          --
   Preferred stock                                                        --          --          --
   Common stock                                                           62          59          59
   Additional paid-in capital                                          9,163       8,927       8,833
   Retained earnings                                                   3,337         530       1,312
                                                                    --------    --------    --------
                                                                      12,562       9,516      10,204
Less: Treasury stock, at cost                                         (1,396)     (1,396)     (1,396)
                                                                    --------    --------    --------
     Total shareholders' equity                                       11,166       8,120       8,808
                                                                    --------    --------    --------
     Total liabilities and shareholders' equity                     $ 33,753    $ 26,335    $ 17,670
                                                                    ========    ========    ========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       4
<PAGE>   5



                            CALLOWAY'S NURSERY, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                            NINE MONTHS ENDED      THREE MONTHS ENDED
                                                 JUNE 30,                JUNE 30,
                                           --------------------    --------------------
                                             2000        1999        2000        1999
                                           --------    --------    --------    --------
<S>                                        <C>         <C>         <C>         <C>
Net sales                                  $ 46,162    $ 26,137    $ 20,893    $ 15,065
Cost of goods sold                           24,100      13,263      10,401       7,243
                                           --------    --------    --------    --------
Gross profit                                 22,062      12,874      10,492       7,822
                                           --------    --------    --------    --------
Operating expenses                           12,442       6,948       3,570       2,873
Occupancy expenses                            2,344       1,945         784         600
Advertising expenses                          1,219       1,294         489         617
Depreciation and amortization                   696         522         257         179
Interest expense                                770         237         304          75
Interest income                                 (58)        (78)        (53)        (56)
                                           --------    --------    --------    --------
Total expenses                               17,413      10,868       5,351       4,288
                                           --------    --------    --------    --------
Income before income taxes                    4,649       2,006       5,141       3,534
Income taxes                                  1,765         833       1,910       1,400
                                           --------    --------    --------    --------
Net income                                    2,884       1,173       3,231       2,134
Accretion of preferred stock                   (192)         --         (67)         --
Retirement of preferred stock                   115          --          --          --
                                           --------    --------    --------    --------
Net income attributable to common
  shareholders                             $  2,807    $  1,173    $  3,164    $  2,134
                                           ========    ========    ========    ========

Weighted average number of common shares
  outstanding
      Basic                                   5,789       5,557       5,865       5,603
      Diluted                                 5,930       5,735       6,048       5,841
Net income per common share
      Basic                                $    .48    $    .21    $    .54    $    .38
      Diluted                              $    .47    $    .20    $    .52    $    .37
</TABLE>


              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       5
<PAGE>   6



                            CALLOWAY'S NURSERY, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED
                                                                          JUNE 30,
                                                                     ------------------
                                                                      2000       1999
                                                                     -------    -------
<S>                                                                  <C>        <C>
Cash flows from operating activities:
     Net income                                                      $ 2,882    $ 1,173
     Adjustments to reconcile net income to net cash provided by
       operating activities:
         Depreciation and amortization                                   696        522
         Net change in operating assets and liabilities                1,153      1,568
                                                                     -------    -------

         Net cash provided by operating activities                     4,731      3,263
                                                                     -------    -------

Cash flows from investing activities:
     Additions to property and equipment                              (1,741)      (635)
                                                                     -------    -------

         Net cash used for investing activities                       (1,741)      (635)
                                                                     -------    -------

Cash flows from financing activities:
     Proceeds from issuance of common stock                              239        169
     Retirement of preferred stock                                      (159)        --
     Proceeds from issuance of debt                                    3,100         --
     Repayments of debt                                               (2,589)      (235)
                                                                     -------    -------

         Net cash used provided by (used for) financing activities       591        (66)
                                                                     -------    -------

Net increase in cash and cash equivalents                              3,581      2,562

Cash and cash equivalents at beginning of period                          62      1,649
                                                                     -------    -------

Cash and cash equivalents at end of period                           $ 3,643    $ 4,211
                                                                     =======    =======
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.


                                       6
<PAGE>   7



                            CALLOWAY'S NURSERY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

These interim consolidated financial statements were prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC). In
management's opinion, all adjustments considered necessary for a fair
presentation of the financial position at June 30, 2000, and the results of
operations for the three-month and nine-month periods ended June 30, 2000 and
1999, and cash flows for the nine-month periods ended June 30, 2000 and 1999
have been made. Such adjustments are of a normal recurring nature.

Because of seasonal and other factors, the results of operations for the
three-month and nine-month periods ended June 30, 2000 and cash flows for the
nine-month period ended June 30, 2000 are not necessarily indicative of expected
results of operations and cash flows for the fiscal year ending September 30,
2000.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the SEC rules and regulations
referred to above. Accordingly, these financial statements should be read in
conjunction with the audited financial statements and related notes for the
fiscal year ended September 30, 1999 included in the Form 10-K covering such
period.

2. RECLASSIFICATIONS

Certain amounts for 1999 have been reclassified to conform to the 2000
presentation.

3. INVENTORIES

Inventories consist of the following (amounts in thousands):

<TABLE>
<CAPTION>
                             June 30,   September 30,     June 30,
                              2000          1999            1999
                            ---------   --------------   ---------
<S>                         <C>         <C>              <C>
Finished goods              $   5,719   $        4,424   $   2,250
Work in process                 5,165            4,952         814
Supplies                          380              360          58
                            ---------   --------------   ---------
                            $  11,264   $        9,736   $   3,122
                            =========   ==============   =========
</TABLE>





                                       7

<PAGE>   8
                            CALLOWAY'S NURSERY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


4. EARNINGS PER SHARE

EPS for the nine-month and three-month periods ended June 30, 2000 and 1999 is
computed as follows (amounts, except per share amounts, in thousands):

<TABLE>
<CAPTION>
                                                 Nine Months Ended       Three Months Ended
                                                ---------------------   ---------------------
                                                 June 30     June 30     June 30     June 30
                                                  2000        1999         2000        1999
                                                ---------   ---------   ---------   ---------
<S>                                             <C>         <C>         <C>         <C>
Basic EPS
   Net income attributable to common
     shareholders                               $   2,807   $   1,173   $   3,164   $   2,134

   Weighted average number of shares
     outstanding                                    5,789       5,557       5,865       5,603

   Net income per common share                  $     .48   $     .21   $     .54   $     .38

Diluted EPS
   Net income attributable to common
     shareholders                               $   2,807   $   1,173   $   3,164   $   2,134

   Weighted average number of shares
     outstanding - basic                            5,789       5,557       5,865       5,603
   Effective of dilutive securities - assumed
     exercise of stock options                        141         178         183         238
                                                ---------   ---------   ---------   ---------
   Weighted average number of shares
     outstanding -- diluted                         5,930       5,735       6,048       5,841
                                                =========   =========   =========   =========

   Net income per common share                  $     .47   $     .20   $     .52   $     .37
</TABLE>

The Company had 985,100 and 921,500 outstanding stock options at June 30, 2000
and 1999, respectively.

For each of the Nine Month and Three Month Periods Ended June 30, 2000 and 1999,
7,000 options were excluded from the diluted EPS computation because they would
have been antidilutive.

                                       8

<PAGE>   9
                            CALLOWAY'S NURSERY, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


5. SEGMENT INFORMATION

The Company has two reportable segments: Retail, and Growing and Wholesale.

The following is a tabulation of business segment information as of and for the
nine-month and three-month periods ended June 30, 2000 and 1999. Intersegment
elimination information is included to reconcile segment data to the condensed
consolidated financial statements. Amounts are in thousands.

<TABLE>
<CAPTION>
                                          Nine            Nine           Three          Three
                                          Month          Month           Month          Month
                                         Period         Period          Period         Period
                                          ended          ended           ended          ended
                                         June 30,       June 30,        June 30,       June 30,
                                           2000           1999            2000           1999
                                        -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>
     REVENUES
        From external customers
          Retail                        $    38,198    $    26,118    $    17,893    $    15,046
          Growing and Wholesale               7,964             19          3,000             19
                                        -----------    -----------    -----------    -----------
            Totals                           46,162         26,137         20,893         15,065
                                        -----------    -----------    -----------    -----------
        From other operating segments
          Retail                                 --             --             --             --
          Growing and Wholesale               2,483          1,497          1,238            839
                                        -----------    -----------    -----------    -----------
            Totals                            2,483          1,497          1,238            839
                                        -----------    -----------    -----------    -----------
     Inter-segment eliminations              (2,483)        (1,497)        (1,238)          (839)
                                        -----------    -----------    -----------    -----------

     Total consolidated net sales       $    46,162    $    26,137    $    20,893    $    15,065
                                        ===========    ===========    ===========    ===========

     PRE-TAX OPERATING PROFIT
          Retail                        $     4,194    $     1,591    $     3,968    $     3,254
          Growing and Wholesale                 414            142          1,089            115
                                        -----------    -----------    -----------    -----------
            Totals                            4,608          1,733          5,057          3,369
     Corporate and inter-segment
        eliminations                             41            273             84            165
                                        -----------    -----------    -----------    -----------
     Total consolidated pre-tax
        operating profit                $     4,649    $     2,006    $     5,141    $     3,534
                                        ===========    ===========    ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                          June 30, 2000    June 30, 1999
                                                          --------------   --------------
<S>                                                       <C>              <C>
      TOTAL ASSETS
         Retail                                           $        6,552   $        2,759
         Growing and Wholesale                                     8,297              955
         Corporate                                                18,904           13,956
                                                          --------------   --------------
             Totals                                       $       33,753   $       17,670
                                                          ==============   ==============
</TABLE>


                                       9

<PAGE>   10


ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

INTRODUCTION

In September 1999 we completed the Acquisition of Cornelius Nurseries, Inc. and
affiliated companies (the "Cornelius Acquisition"). The quarter ended June 30,
2000 is the third fiscal period where we have reported results of operations
inclusive of the Cornelius Acquisition.

<TABLE>
<CAPTION>
                                                             (Amounts in millions, except per share amounts)
                                                             -----------------------------------------------
    Third quarter highlights (unaudited)                      Fiscal 2000      Fiscal 1999       Fiscal 1998
    ------------------------------------                     ------------      -----------       -----------
<S>                                                               <C>               <C>              <C>
    Consolidated net sales                                        $20.9             $15.1            $15.0
       Retail segment sales                                        17.9              15.1             15.0
       Growing and Wholesale segment sales                          4.2                .9               .6
       Less: internal sales                                       (1.2)              (.9)             (.6)
    Sales increase                                                  38%                0%              15%
    Same-store sales increase (decrease)                            (7%)              (4%)             14%
    Number of retail stores (end of quarter)                         21                16               14
    Gross profit margin                                             50%               52%              46%
    Pre-tax operating income                                       $5.1              $3.5             $2.8
    Net income per share (diluted)                                 $.52              $.37             $.31
    Cash flows from operations                                      2.8               3.9              3.6
    Retail store inventories                                        4.5               2.2              1.6
    Current ratio                                                  1.65              1.63             1.79
    Property, plant and equipment (net)                           $15.0              $8.0             $7.1
    Long-term debt (including current portion)                     10.5               3.1              3.0
</TABLE>

Quarter Ended June 30, 2000 Compared with Quarter Ended June 30, 1999

Calloway's Nursery continued a strong positive trend by recording the highest
pre-tax operating profit for any quarter in the Company's history. The continued
outstanding results were primarily due to achieving continued operating
efficiencies at the existing Calloway's Nursery retail stores in Dallas / Fort
Worth, with the additional positive contribution from all operations acquired in
the Cornelius Acquisition.

Management's focus this year has been to achieve solid bottom-line growth by
holding the line on expenses, while smoothly integrating the operations acquired
in the Cornelius Acquisition.

Sales increased by 38%, primarily because of the additional operations acquired
in the Cornelius Acquisition. The seventeen Calloway's Nursery retail stores in
Dallas and Fort Worth recorded a 4% sales decline, with same-store sales off 7%.
Retail segment sales were approximately $17.9 million, or 86% of total sales.
Growing and Wholesale segment sales were approximately $4.2 million, with about
$1.2 million of those sales to our own retail stores and wholesale distribution
centers.

                                       10

<PAGE>   11

Gross profit margins decreased to 50% from 52% last year. The Calloway's Nursery
retail stores achieved improved margins as a result of continued improvements in
merchandise procurement and presentation, and the Cornelius Nurseries retail
stores in Houston achieved comparable gross margins for the Spring season.
However, gross profit margins were lower overall due to the increased volume of
Growing and Wholesale sales, which typically earn lower gross profit margins
than retail sales.

As the following table illustrates, all expense components, except for Interest
Expense, were either flat or lower relative to Sales for the quarter ended June
30, 2000 compared to the same period last year:

<TABLE>
<CAPTION>
                                                                   (Amounts in thousands)
                                                 -------------------------------------------------------
                                                       Fiscal 2000                    Fiscal 1999
                                                 -----------------------         -----------------------
                                                  Amount         % Sales          Amount         % Sales
<S>                                              <C>             <C>             <C>             <C>
        Consolidated net sales                   $20,893                         $15,065
        Operating expenses                         3,570             17%           2,873             19%
        Occupancy expenses                           784              4%             600              4%
        Advertising expenses                         489              2%             617              4%
        Depreciation and amortization                257              1%             179              1%
        Interest expense (net)                       251              1%              19              --

        Total expenses                            $5,351             26%          $4,288             28%
        Note - percentages will not foot due to rounding
</TABLE>

Interest Expense increased due to the debt associated with the Cornelius
Acquisition and to increased interest rates.

Nine-Month Period Ended June 30, 2000 Compared with Nine-Month Period Ended June
30, 1999

The results for the first nine months of fiscal 2000 were substantially improved
from those of one year ago -- Calloway's improved its pre-tax operating income
for the first nine months by 132%.

Management's focus this year has been to achieve solid bottom-line growth by
holding the line on expenses while smoothly integrating the operations acquired
in the Cornelius Acquisition.

Sales increased by 77%. The seventeen Calloway's Nursery retail stores in Dallas
and Fort Worth recorded a 4% sales increase, with same-store sales rising 2%.
Retail segment sales were approximately $38.2 million, and Growing and Wholesale
segment sales were approximately $10.4 million, with about $2.5 million of those
sales to our own retail stores and wholesale distribution centers.

Gross profit margins declined from 49% to 48%. The Calloway's Nursery retail
stores achieved improved margins as a result of continued improvements in
merchandise procurement and presentation, and the Cornelius Nurseries retail
stores in Houston achieved gross margins which approximated those achieved by
the Calloway's Nursery retail stores this year. However, gross profit margins
were lower overall due to the increased volume of Growing and Wholesale sales,
which typically earn lower gross profit margins than retail sales.

                                       11

<PAGE>   12



Expenses increased due to the Cornelius Acquisition. However, total Expenses
were only 38% of Sales for the first nine months of fiscal 2000, compared to 42%
of sales for the comparable period in fiscal 1999.

CAPITAL RESOURCES AND LIQUIDITY

Cash flows provided by operating activities totaled approximately $4.7 million
for the nine-month period ended June 30, 2000, compared to $3.3 million for the
comparable period one year ago. The improvement was due to the approximately
$2.6 million improvement in pre-tax operating results, offset by increases in
Inventory and Accounts receivable related to the Growing and Wholesale segment
of the business.

Cash flows used by investing activities of approximately $1.7 million were
increased from $0.6 million one year ago. Substantially all of the increase was
due to the construction of a new Calloway's retail store that opened in April
2000.

Cash flows provided by financing activities totaled approximately $0.6 million
for the nine-month period, compared to cash flows used by financing activities
of $.1 million for the comparable period one year ago. Significant transactions
included:

     o    We borrowed approximately $0.8 million to finance the construction of
          the new retail store that opened in April 2000.

     o    We replaced approximately $1.7 million in variable-rate debt with
          approximately $2.2 million in fixed-rate debt that also has a longer
          maturity.

     o    We repaid approximately $0.5 million borrowed at the beginning of
          Fiscal 2000 under our revolving line of credit.

In October 1999 we redeemed 5,798 shares of Preferred Stock for a cash payment
of approximately $0.2 million. The redeemed Preferred Stock had a redemption
value of approximately $0.6 million and a carrying amount of approximately $0.3
million. Thus, the remaining redemption amount of the Preferred Stock was
reduced to approximately $3.4 million.

Inventories increased to approximately $11.3 million at June 30, 2000 compared
to approximately $3.1 million at June 30, 1999. Most of the increase was due to
the Cornelius Acquisition. We had Retail Inventories of approximately $4.5
million at June 30, 2000 compared to approximately $2.2 million at June 30,
1999, and Growing and Wholesale Inventories of approximately $6.8 million at
June 30, 2000 compared to approximately $0.9 million at June 30, 1999. It is
normal for the Growing and Wholesale Segment to have higher amounts of
Inventory, since merchandise growing times range from several weeks to over one
year.

We believe that the cash flows from operations, supplemented on a seasonal basis
by revolving credit lines, should adequately support servicing of the debt.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Calloway's is exposed to certain market risks, including fluctuations in
interest rates and its common stock price. We do not enter into transactions
designed to mitigate such market risks for trading or speculative purposes. As
of June 30, 2000, we had no foreign exchange contracts and/or options
outstanding.

We manage our interest rate risk by balancing (a) the amount of variable-rate
long-term debt with (b) the amounts due under long-term leases, which typically
have fixed rental payments that do not fluctuate with interest rate changes. For
our variable-rate debt,

                                       12

<PAGE>   13

interest rate changes generally do not affect the fair market value of such
debt, but do impact future earnings and cash flows, assuming other factors are
held constant.

At June 30, 2000 Calloway's had variable rate debt of $7.3 million. In addition,
we had future minimum lease payments under noncancellable operating leases of
$13.7 million. Holding other variables, such as debt levels, constant, a one
percentage point increase in interest rates would be expected to have an
estimated impact on pre-tax earnings and cash flows for next year of
approximately $73,000 for the variable-rate debt.

PART 2. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5. OTHER INFORMATION.

     None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits:

         None.

     (b) Reports on Form 8-K:

         None.




                                       13
<PAGE>   14




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: August 11, 2000

                                            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



                                       14
<PAGE>   15
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
------              -----------
<S>           <C>
 27            Financial Data Schedule
</TABLE>