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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
David Sonenstein
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)
May 30, 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 2,582,194 (1) shares of common stock
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power none
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(9) Sole Dispositive
Power 2,582,194 (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
2,582,194 (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)
29.59%
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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 ("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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the
following:
In purchasing the shares of Crop Growers Common Stock owned by Mr. John
Hemmingson and Mr. Gary Black on May 30, 1997, FFIC utilized funds from its
working capital. The aggregate purchase price for the securities owned by Mr.
Hemmingson and Mr. Black was $18,576,178.53 (including principal and
interest).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 (a-j) of the Schedule 13D is hereby amended and supplemented by
adding the following:
As of May 29, 1997, all insurance regulatory approvals and early
termination of the applicable waiting period under the HSR Act had been
obtained.
On May 30, 1997, FFIC completed the purchase of 1,145,703 shares of Crop
Growers Common Stock owned by Hemmingson and 681,774 shares
of Crop Growers Common Stock owned by Black.
The last paragraph of Item 4 of the Schedule 13D is hereby amended to
read as follows:
As a result of the purchase of the shares of Crop Growers Common Stock
owned by Hemmingson and Black, FFIC beneficially owns 2,582,194 shares of
Crop Growers Common Stock, or 29.59% of the Crop Growers Common Stock,
assuming conversion of the Preferred Shares and assuming that any other
outstanding rights to purchase, convert into or exchange for Crop Growers
Common Stock are not exercised. Upon consummation of the Acquisition, FFIC
will own, directly or through an affiliate, 100% of the outstanding shares of
Crop Growers Common Stock.
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 acquiring the shares of Crop Growers Common Stock owned
by Hemmingson and Black, FFIC beneficially owns 2,582,194 shares of Crop
Growers Common Stock, as determined in accordance with the provisions of Rule
13d-3. In its Form 10-Q filed with the Commission on May 15, 1997 for the
quarter ended March 31, 1997, Crop Growers stated that the number of
outstanding shares of Crop Growers Common Stock on May 1, 1997 was 7,972,551.
Accordingly, after acquiring the shares of Crop Growers Common Stock owned
by Hemmingson and Black, FFIC is the beneficial owner of approximately 29.59%
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 2,582,194
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 from
Hemmingson and Black on May 30, 1997 and as proposed in the Acquisition
Agreement, 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: June 5, 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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