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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Crop Growers Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
227297108
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(CUSIP Number)
Thomas Swanson
777 San Marin Drive, Novato, CA 94998
(415) 899-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 13, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
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CUSIP No. 227297108 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Fireman's Fund Insurance Company 94 - 1610280
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
WC
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
California
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Number of Shares (7) Sole Voting
Beneficially Owned Power 8,712,497 (1) shares of common stock
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power none
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(9) Sole Dispositive
Power 8,712,497 (1) shares of common stock
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(10) Shared Dispositive
Power none
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
8,712,497 (1) shares of common stock
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
100%
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(14) Type of Reporting Person*
IC CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
(1) Includes 10,000 shares of Series A Convertible Preferred Stock, which
is convertible into 754,717 shares of common stock.
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The following information is filed to amend the original Statement on
Schedule 13D dated March 10, 1997, as amended by Amendment No. 1 to Schedule
13D dated June 5, 1997 ("Schedule 13D") of Fireman's Fund Insurance Company
("FFIC") with respect to the Common Stock of Crop Growers Corporation ("Crop
Growers"). Unless otherwise defined herein, all capitalized terms shall have
the meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 (a-j) of the Schedule 13D is hereby amended and supplemented by
adding the following:
On August 13, 1997, FFIC completed its merger with Crop Growers and
acquired the remaining outstanding shares of Crop Growers Common Stock for
approximately $80 million in cash.
The last paragraph of Item 4 of the Schedule 13D is hereby amended to
read as follows:
As a result of the consummation of the Acquisition, FFIC beneficially
owns 8,712,497 shares of Crop Growers Common Stock, or 100% of the Crop
Growers Common Stock, assuming conversion of the Preferred Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended to
read as follows:
(a) After the consummation of the Acquisition, FFIC beneficially
owns 8,712,497 shares of Crop Growers Common Stock, as determined in
accordance with the provisions of Rule 13d-3. In its Schedule 14A filed
with the Commission on July 23, 1997, Crop Growers stated that the number of
outstanding shares of Crop Growers Common Stock on July 15, 1997 was
7,957,780. Accordingly, after the consummation of the Acquisition, FFIC is the
beneficial owner of 100% of the Common Stock of Crop Growers, as determined
in accordance with the provisions of Rule 13d-3.
(b) FFIC has the sole power to vote and dispose of the 8,712,497
shares of Crop Growers Common Stock that it beneficially owns. No other
person is known to have or share the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities.
(c) Other than the acquisition of shares of Common Stock pursuant
to the consummation of the Acquisition, FFIC has not engaged in any
transaction in the past sixty days with respect to the Common Stock of Crop
Growers.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: August 22, 1997
FIREMAN'S FUND INSURANCE COMPANY
By /s/ Thomas A. Swanson
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Thomas A. Swanson
Senior Vice President, General Counsel
and Corporate Secretary
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