<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 29, 1997
CROP GROWERS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-23830 81-0491497
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
10895 LOWELL, SUITE 300
OVERLAND PARK, KANSAS 66210
(Address of principal executive offices) (zip code)
(913) 338-7800
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5: OTHER EVENTS
------------
On May 29, 1997, Fireman's Fund Insurance Company ("Fireman's Fund")
received the final state insurance regulatory approvals necessary to purchase up
to 100% of Crop Growers common stock and on May 30, 1997, Fireman's Fund
completed the purchase of 1,827,477 shares of Crop Growers common stock held by
certain former executives of Crop Growers. Following approval from Crop Growers'
stockholders, Fireman's Fund is expected to purchase the remainder of Crop
Growers' outstanding common shares for $10.25 in cash. The acquisition is
expected to close this summer.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
99(1) Press Release dated June 2, 1997
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Crop Growers Corporation
By: /s/David E. Hill
------------------------
David E. Hill
Chief Financial Officer
Date: June 6, 1997
3
<PAGE>
Exhibit Index
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
99(1) Press Release dated June 2, 1997 5
4
<PAGE>
Exhibit 99(1)
FIREMAN'S FUND RECEIVES APPROVAL TO ACQUIRE SHARES OF CROP GROWERS
For Immediate Release
Contacts: John Kozero Bob Rousey
Fireman's Fund Insurance Company Crop Growers Corporation
415-899-2166 913-323-5612
Novato, CA and Overland Park, KS-- June 2, 1997-- Fireman's Fund Insurance
Company and Crop Growers Corporation (NASDAQ: CGRO) announced today that
Fireman's Fund has received state regulatory approvals to purchase up to 100% of
Crop Growers common stock. The approvals are a part of the process necessary for
Fireman's Fund to complete the merger transaction with Crop Growers announced in
March. Following approval from Crop Growers' shareholders, the transaction to
purchase all of Crop Growers' outstanding common shares for $10.25 in cash is
expected to close this summer.
Subsequent to the receipt of the state approvals, Fireman's Fund completed
the purchase of 1,827,477 shares held by certain former executives of Crop
Growers. Fireman's Fund also holds preferred stock of Crop Growers which is
convertible to 754,717 shares of, and votes with, the common stock. Combined,
Fireman's Fund now holds 29.6% of Crop Growers' outstanding shares on an as-
converted basis.
One of the top 20 property and casualty insurance companies in the U.S.,
Fireman's Fund in 1996 had total assets of $16.5 billion and gross premiums
written of $4 billion. The 134-year old Fireman's Fund is assigned an "A"
rating from A.M. Best Company and "Aa1" from Moody's. Fireman's Fund has 7,885
employees who operate out of 40 major offices, distributing business and
personal lines insurance through more than 6,000 independent agents.
Crop Growers markets and services federal multi-peril crop insurance and
crop hail insurance for third party insurance companies and its own insurance
company subsidiaries. The company also develops, markets and sells farm
management software and related mapping products. At May 30, 1997, the company
had 7,973,451 shares of common stock outstanding.
This announcement contains forward-looking statements regarding the
proposed acquisition of Crop Growers by Fireman's Fund. These forward-looking
statements reflect management's expectations and are based on currently
available data. A more complete description of factors relating to the proposed
merger can be found in reports filed with the Securities and Exchange
Commission.
# # #
5
