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As filed with the Securities and Exchange Commission on August 28, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
FINAL AMENDMENT
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
CROP GROWERS CORPORATION
(Name of Issuer)
CROP GROWERS CORPORATION
FIREMAN'S FUND INSURANCE COMPANY
CG ACQUISITIONS CORP.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
227297 10 8
(CUSIP Number of Class of Securities)
THOMAS A. SWANSON LAWRENCE T. MARTINEZ
SENIOR VICE PRESIDENT AND GENERAL COUNSEL CHIEF EXECUTIVE OFFICER
FIREMAN'S FUND INSURANCE COMPANY CROP GROWERS CORPORATION
777 SAN MARIN DRIVE 10895 LOWELL, SUITE 300
NOVATO, CALIFORNIA 94998 OVERLAND PARK, KANSAS 66201
(415) 899-2000 (913) 338-7800
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
BARTLEY C. DEAMER JOHN W. MANNING
MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP DORSEY & WHITNEY LLP
THREE EMBARCADERO CENTER 507 DAVIDSON BUILDING
SAN FRANCISCO, CALIFORNIA 94111-4067 8 THIRD STREET NORTH
(415) 393-2000 GREAT FALLS, MONTANA 59401
(406) 727-3632
This statement is filed in connection with:
/X/ a. The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13d-3(c) under the
Securities Exchange Act of 1934.
/ / b. The filing of a registration statement under the Securities Act of
1933.
/ / c. A Tender Offer.
/ / d. None of the above.
Check the following box if the soliciting materials or information statement
referred to in check box (a) are preliminary copies: /X/
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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$63,860,801 $12,772
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* For purposes of calculating fee only. This amount assumes the purchase
at a price of $10.25 per share of 6,145,104 outstanding shares of
Company Common Stock and the settlement of 461,369 shares subject to
stock options at an average spread of $1.89 per share. The amount of
the filing fee, calculated in accordance with Regulation 240.0-11 of
the Securities Exchange Act of 1934, equals 1/50th of one percent of
the value of the shares purchased, plus 1/50th of one percent of the
average spread of the options settled.
/ / CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED IN RULE 0-11 (a) (2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY
PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR
SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $12,772 Filing Parties: Same
Form or Registration No.: Schedule 13E3-3 Date Filed: May 8, 1997
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Crop Growers Corporation, a Delaware corporation (the "Company"), and
Fireman's Fund Insurance Company, a California corporation ("Freeman's Fund"),
hereby amend and supplement the Rule 13E-3 Transaction Statement on Schedule
13E-3, as amended (the "Schedule 13E-3), relating to the merger of CG
Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Fireman's Fund, with and into the Company.
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ITEM 17. MATERIALS TO BE FILED EXHIBIT NUMBER AND DESCRIPTION (EXHIBITS
AS EXHIBITS MARKED WITH AN ASTERISK (*) ARE FILED
HEREWITH)
(d) (d)(2) Joint Press Release, dated August
13, 1997, issued by the Company and Fireman's
Fund.
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After due 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.
August 28, 1997 FIREMAN'S FUND INSURANCE COMPANY
By: /s/ Harold N. Marsh, III
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Name: Harold N. Marsh, III
Title: Senior Vice President and Treasurer
August 28, 1997 CG ACQUISITIONS CORP.
By: /s/ Harold N. Marsh, III
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Name: Harold N. Marsh, III
Title: Senior Vice President and Treasurer
August 28, 1997 CROP GROWERS CORPORATION
By: /s/ Lawrence T. Martinez
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Name: Lawrence T. Martinez
Title: Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Number Description
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(d) (d)(2) Joint Press Release, dated August
13, 1997, issued by the Company and Fireman's
Fund.
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Exhibit (d)(2)
SPECIAL EDITION, AUGUST 13, 1997
FIREMAN'S FUND ACQUIRES CROP GROWERS CORPORATION
COMPLETING MAJOR MOVE INTO AGRICULTURAL INSURANCE
Fireman's Fund today completed its previously announced merger with Crop Growers
Corporation by which Fireman's Fund acquired all of Crop Growers outstanding
common shares for approximately $80 million in cash. Prior to today's
acquisition, Fireman's Fund had held common and preferred stock which together
accounted for 29.6 percent of Crop Growers' outstanding voting shares on an
as-converted basis.
"This merger marks a major milestone for Fireman's Fund which during the 19th
century pioneered coverage for standing grain, the forerunner to today's crop
insurance policy," said JOHN MEUSCHKE, SVP and head of Fireman's Fund
AgriBusiness. "Today's purchase send a resounding signal that Fireman's Fund
intends to become the provider of choice for America's agriculture community as
we expand an already bountiful mix of ag coverage for American farmers, ranchers
and the world's leading agricultural producers."
Fireman's Fund is a major insurer of farmowners business throughout the Western
U.S., is expanding this coverage into selected Midwestern states and had been
increasing its commitment to crop insurance through a strategic alliance with
Crop Growers during the past three years. "This merger will sharpen our
appetite for agricultural risk and allow us to expand via Crop Growers and its
distribution network," said Meuschke.
Crop Growers will be operated as a stand-alone subsidiary of Fireman's Fund.
LARRY MARTINEZ, the CEO of Crop Growers, will report to Meuschke. In 1996 Crop
Growers was the second largest servicer of multi-peril crop insurance and crop
hail coverage in the nation with an agency network of over 7,000 agents writing
business in over 40 states. Crop Growers currently has 350 employees in seven
regional offices across the U.S.
"The merger is a practical example of how Fireman's Fund is adapting our
corporate culture to match customer needs," said TOM ROWE, CID president, "When
our agricultural customers told us they wanted more and better coverage for farm
and field, we conducted a special study and uncovered new vistas of opportunity,
proving again that the customer was right. That kind of result is possible only
in a customer-focused culture."
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