SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)*
CROP GROWERS CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
22729710
(CUSIP Number)
Check the following box if a fee is being paid with this statement [_].
(A fee is not required only if the filing 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.) Not Applicable.
* 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).
<PAGE>
CUSIP No. 22729710
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Firstar Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Wisconsin
5 SOLE VOTING POWER
NUMBER OF
1,392,416
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,392,416
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.9%
12 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1:
(a) Name of Issuer:
Crop Growers Corporation
(b) Address of Issuer's Principal Executive Offices:
10895 Lowell Avenue
Suite 300
Overland Park, Kansas 66210-5951
Item 2:
(a) Name of Person Filing:
Firstar Corporation ("Firstar")
(b) Address of Principal Business Office or, if none, Residence:
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(c) Citizenship:
Firstar is a Wisconsin corporation
(d) Title of Class or Securities:
Crop Growers Corporation Common Stock
(e) CUSIP Number:
22729710
Item 3: If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
Firstar is a Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G) (Note: See Item 7 below)
Item 4: Ownership.
(a) Amount Beneficially Owned:
1,392,416 shares
(b) Percent of Class:
16.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
1,392,416
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the
disposition of:
0
(iv) shared power to dispose or to direct the disposition
of:
Firstar may be deemed to beneficially own the
1,392,416 shares of Common Stock as the parent holding
company of Firstar Bank of Minnesota N.A.
("Firstar-Minnesota"). Firstar-Minnesota is a
national banking association with trust powers and is
a wholly-owned subsidiary of Firstar. Firstar-
Minnesota holds an irrevocable proxy to vote 1,392,416
shares of Common Stock. Of such shares, 246,713 are
subject to options held by a shareholder of the
Issuer, which options are currently exercisable or
exercisable within 60 days. The shareholder also
holds options (which are not currently exercisable or
exercisable within 60 days) to purchase 155,925
additional shares of Common Stock which would also
upon exercise of such options become subject to the
Firstar-Minnesota proxy. Upon exercise of all of the
foregoing options, Firstar-Minnesota would have sole
voting power with respect to 1,548,341 shares of
Common Stock constituting approximately 18.4% of the
total number of shares outstanding following such
option exercises. Firstar-Minnesota has no power to
cause any of such options to be exercised. Firstar-
Minnesota has no power to dispose of, or direct the
disposition of, and no pecuniary interest in, any of
such shares of Common Stock.
Item 5: Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6: Ownership of More than Five Percent on Behalf of Another Person.
John J. Hemmingson retains the right to receive dividends
on and to dispose of all of the shares of Common Stock with
respect to which Firstar-Minnesota has sole voting power.
Firstar-Minnesota's proxy will terminate as to any shares sold
by Mr. Hemmingson.
Item 7: Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
See Exhibit 1, attached
Item 8: Identification and Classification of Members of the Group.
Not Applicable
Item 9: Notice of Dissolution of Group.
Not Applicable
Item 10: Certification.
By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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: March 7, 1997
FIRSTAR CORPORATION
By: /s/ William J. Schulz
Name: William J. Schulz
Title: Senior Vice President and
Secretary
<PAGE>
Exhibit 1 to Item 7: Identification and Classification of Subsidiaries
Firstar Bank of Minnesota, N.A. - BK
