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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CROP GROWERS CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
227297108
(CUSIP Number)
Orin S. Kramer
Kramer Spellman, L.P.
2050 Center Avenue, Suite 300
Fort Lee, New Jersey 07024
(201) 592-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 1996
(Date of Event which Requires Filing 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 [ ].
Page 1 of 9
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SCHEDULE 13D
CUSIP No. 227297108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kramer Spellman L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 805,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
805,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
14. TYPE OF REPORTING PERSON*
PN
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SCHEDULE 13D
CUSIP No. 227297108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Orin S. Kramer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 805,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
805,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
14. TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
CUSIP No. 227297108
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Spellman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable a[ ]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
SHARES
BENEFICIALLY 805,700
OWNED BY
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON None
WITH
10. SHARED DISPOSITIVE POWER
805,700
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
805,700
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.89%
14. TYPE OF REPORTING PERSON*
IN
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This statement amends and supplements the information set forth in
the Schedule 13D filed by the Reporting Persons (as defined therein)
with the Securities and Exchange Commission (the "Commission") on November
30, 1995, as amended by Amendment No. 1 to the Schedule 13D filed with the
Commission on December 22, 1995 as amended by Amendment No. 2 to the
Schedule 13D filed with the Commission on February 28, 1996, as amended by
Amendment No. 3 to the Schedule 13D filed with the Commission on April
4, 1996 and constitutes Amendment No. 4 to the Schedule 13D. Capitalized
terms used herein without definition shall have the meaning assigned to such
terms in the Schedule 13D.
Item 3. Sources and Amounts of Funds or Other Consideration
The first sentence of Item 3 is revised and amended in its entirety
as set forth below: The Partnerships and Managed Accounts expended an
aggregate of approximately $9,579,205 (including brokerage commissions, if
any) to purchase the 805,700 shares of Common Stock held by them.
Item 4. Purpose of Transaction
Item 4 is revised and amended in its entirety as set forth below: The
purpose of the acquisition of the shares of Common Stock by
each of the Reporting Persons is for investment. Each Reporting Person may
make further purchases of Common Stock from time to time and may dispose of
any or all of the shares of Common Stock held by it at any time.
The Reporting Persons are engaged in the investment business.
In pursuing this business, the Reporting Persons
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analyze the operations, capital structure and markets
of companies in which they invest, including the Company, on a continuous
basis through analysis of documentation and discussions with knowledgeable
industry and market observers and with representatives of such companies
(often at the invitation of management). The Reporting Persons do not
believe they possess material inside information concerning the Company.
From time to time, one or more of the Reporting Persons may hold discussions
with third parties or with management of such companies in which the Reporting
Person may suggest or take a position with respect to potential changes in
the operations, management or capital structure of such companies as a means
of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of
Item 4 of the Schedule 13D, including, without limitation, such matters as
disposing of or selling all or a portion of the company or acquiring another
company or business, changing operating or marketing strategies, adopting
or not adopting certain types of anti-takeover measures and restructuring
the company's capitalization or dividend policy. However, none of the
Reporting Persons intends to seek control of the Company or participate in the
management of the Company.
On September 30, 1996, a letter was sent on behalf of KS
to the Commissioner of Insurance of the State of Kansas as required by
Section 40-1-28(q) of the State of Kansas Insurance Regulations, which
letter stated that KS is contemplating a possible acquisition of control
(as defined in ss.40-3302(c) of
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Kansas Insurance Laws) of the following Kansas
domestic insurance company affiliates of the Company: Plains Insurance
Company, Inc., McPherson Hail Insurance Company and Farmers Hail
Insurance Company. Such acquisition would occur through the purchase in the
open market by KS of an as yet undetermined number of shares of Common Stock
of the Company, after which purchase KS would own up to 25% of the outstanding
shares of Common Stock of the Company. The letter indicated that such purchase
by KS of such securities would be for investment purposes only.
Except as set forth above, the Reporting Persons do not
have any present plans or proposals that relate to or would result in any
of the actions required to be described in Item 4 of Schedule 13D.
Each of the Reporting Persons may, at any time, review
or reconsider its position with respect to the Company and formulate
plans or proposals with respect to any of such matters, but has no present
intention of doing so.
Item 5. Interest in Securities of the Issuer
Item 5 is revised and amended in its entirety as set forth below:
(a)-(b) On the date of this Statement:
(i) Mr. Kramer has beneficial ownership for
purposes of Section 13(d) of the Securities Exchange Act of 1934 ("Beneficial
Ownership") of 805,700 shares of Common Stock by virtue of his position as one
of the two general partners of KS. Such shares represent 9.89% of the issued
and outstanding Common
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Stock. Mr. Kramer shares voting power and dispositive power
over the Common Stock with Mr. Spellman and KS.
(ii) Mr. Spellman has Beneficial Ownership of
805,700 of Common Stock by virtue of his position as one of the two general
partners of KS. Such shares represent 9.89% of the issued and outstanding
Common Stock. Mr. Spellman shares voting power and dispositive power over the
Common Stock with Mr. Kramer and KS.
(iii) KS has Beneficial Ownership of 805,700
shares of Common Stock by virtue of its position as general partner of, or
discretionary investment manager to, the Partnerships and Managed Accounts, as
the case the may be, holding such shares of Common Stock. Such shares
represent 9.89% of the issued and outstanding Common Stock. KS shares voting
power and dispositive power over such shares with Mr. Kramer and Mr. Spellman.
The percentages used herein are calculated based upon
the 8,149,291 shares of Common Stock stated to be issued and outstanding as of
June 30, 1996, as reflected in the Company's Quarterly Report on Form 10-Q
for the three months ended June 30, 1996.
(c) The Reporting Persons have not purchased or sold
any shares of Common Stock during the 60 days preceding the date of this
filing.
(d) No person other than each respective record
owner referred to herein of shares of Common Stock is known to have the
right to receive or the power to direct the receipt of dividends from or the
proceeds of sale of shares of Common Stock.
(e) Not applicable.
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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.
October 3, 1996
KRAMER SPELLMAN L.P.
By: /s/ Orin S. Kramer
Name: Orin S. Kramer
Title: a General Partner
By: /s/ Jay Spellman
Name: Jay Spellman
Title: a General Partner
/s/ Orin S. Kramer
Orin S. Kramer
/s/ Jay Spellman
Jay Spellman
