As filed with the Securities and Exchange Commission on June 25, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
AMENDMENT NO. 1
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/
1
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Transaction Valuation Amount of Filing Fee
- --------------------------------------------------------------------------------
$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
2
CROSS REFERENCE SHEET
(PURSUANT TO GENERAL INSTRUCTION F TO SCHEDULE 13E-3)
INTRODUCTION
This Rule 13E-3 Transaction Statement is being filed in connection with
the proposed merger (the "Merger") of CG Acquisition Corp., a Delaware
corporation (the "Merger Subsidiary") and wholly owned subsidiary of
Fireman's Fund Insurance Company, a California corporation ("Fireman's
Fund"), with and into Crop Growers Corporation, a Delaware corporation (the
"Company"), pursuant to the terms and conditions of an Agreement and Plan of
Merger dated May 1, 1997 (the "Merger Agreement") among the Company,
Fireman's Fund and the Merger Subsidiary, a copy of which is attached hereto
as Exhibit (c)(4). Upon consummation of the Merger, (i) the separate
corporate existence of the Merger Subsidiary will cease and the Company will
continue as the surviving corporation and a wholly owned subsidiary of
Fireman's Fund, (ii) each outstanding share of Common Stock, par value $.01
per share, of the Company (the "Common Stock") will be converted into the
right to receive $10.25 in cash, and (iii) holders of options to acquire
shares of the Common Stock of the Company will receive a cash settlement, net
of withholding taxes, equal to the excess, if any, of $10.25 over the
exercise price of such options.
The Cross Reference Sheet is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location in the Company's
preliminary proxy statement (the "Proxy Statement"), concurrently being filed
with the Securities and Exchange Commission (the "SEC") in connection with
the proposed Merger of information required to be included in response to
items of this Statement. A copy of the Proxy Statement is attached hereto as
Exhibit (d)(1). The information in the Proxy Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference and
the responses to each item are qualified in their entirety by the provisions
of the Proxy Statement. All information in, or incorporated by reference in,
the Proxy Statement or this Statement concerning the Company or its advisors,
or actions or events with respect to any of them, was provided by the
Company, and all information in, or incorporated by reference in, the Proxy
Statement or this Statement concerning Fireman's Fund, the Merger Subsidiary
or their affiliates, or actions or events with respect to them, was provided
by Fireman's Fund. The Proxy Statement incorporated by reference in this
filing is in preliminary form and is subject to completion or amendment.
Capitalized terms used but not defined in this Statement shall have the
respective meanings given them in the Proxy Statement.
As of March 5, 1997, the date upon which the Company and Fireman's Fund
entered into an Acquisition Agreement setting forth the principal terms of
the Merger (the "March 5 Agreement"), Fireman's Fund owned 10,000 shares of
the Series A Convertible Preferred Stock of the Company (the "Preferred
Stock"), which are convertible into 754,717 shares of Common Stock of the
Company and vote with the Common Stock on an as-converted basis, and which
represented approximately 8.6% of the voting power of the total outstanding
capital stock of the Company. On that date, Fireman's Fund had the right to
acquire from certain stockholders of the Company 1,827,447 shares of Common
Stock which, together with the 754,717 votes attributable to the Preferred
Stock, represented approximately 29.6% of such voting power, but the exercise
of such right was subject to the Company's consent. Neither the Company nor
Fireman's Fund believes that Fireman's Fund or the Merger Subsidiary was then
an affiliate of the Company. Accordingly, the Company and Fireman's Fund do
not believe that Fireman's Fund, the Merger Subsidiary or the Company were
subject to the requirements of Rule 13e-3 under the Securities Exchange Act
of 1934, as amended, at the time the March 5 Agreement was entered into.
Fireman's Fund, the Merger Subsidiary and the Company are, however, filing
this Schedule 13E-3 to furnish information with respect to the transactions
described herein, although such entities expressly disclaim any obligation to
make this filing.
3
SCHEDULE 13E-3 ITEM NUMBER AND RESPONSE AND/OR LOCATION IN PROXY STATEMENT
CAPTION
ITEM 1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION
(a) Front Cover Page and "SUMMARY--The Company,"
which information is incorporated herein by
this reference.
(b) "SUMMARY--Record Date; Stockholders Entitled
to Vote; Quorum" and "THE SPECIAL MEETING--
Record Date; Stockholder Approval," which
information is incorporated herein by this
reference.
(c) "SUMMARY--Market Price and Dividend Data,"
which information is incorporated herein by
this reference.
(d) "SUMMARY--Market Price and Dividend Data,"
which information is incorporated herein by
this reference.
(e)-(f) "SPECIAL FACTORS--Public Offerings and
Repurchases of Common Stock," which
information is incorporated herein by this
reference.
ITEM 2. IDENTITY AND BACKGROUND This Statement is being jointly filed by
the Company (the issuer of the equity
securities that are the subject of the
Merger), Fireman's Fund and the Merger
Subsidiary.
(a)-(d) "SUMMARY--The Company" and "--Fireman's
Fund" and "MANAGEMENT OF THE COMPANY,
FIREMAN'S FUND AND THE MERGER SUBSIDIARY,"
which information is incorporated herein by
this reference.
(e), (f) To the best of the undersigned's knowledge,
except as described under "MANAGEMENT OF THE
COMPANY, FIREMAN'S FUND AND THE MERGER
SUBSIDIARY--Certain Proceedings" in the
Proxy Statement, which information is
incorporated herein by this reference, none
of the persons will respect to whom
information is provided in response to this
Item was during the last five years
(i) convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors) or (ii) party to a civil
proceeding of a judicial or administrative
body of competent jurisdiction and as a
result of such proceeding was or is subject
to a judgment, decree or final order
enjoining further violations of, or
prohibiting activities subject to, federal
or state securities laws or finding any
violations of such laws.
4
ITEM 3. PAST CONTACTS,
TRANSACTIONS OR NEGOTIATIONS
(a)(1) "SPECIAL FACTORS--Background of the
Merger--History of Relationship Between the
Company and Fireman's Fund" and
"--Relationship Between the Company and
Fireman's Fund--Intercompany Business
Relationship," which information is
incorporated herein by this reference.
(a)(2), (b) "SPECIAL FACTORS--Background of the
Merger--Contacts and Negotiations with
Fireman's Fund" and "--Relationship Between
the Company and Fireman's Fund--Transactions
and Agreements," which information is
incorporated herein by this reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) Front Cover Page, "SUMMARY--The Merger,"
"THE MERGER AGREEMENT" and "EXHIBIT
A--Agreement and Plan of Merger," which
information is incorporated herein by this
reference.
(b) "SPECIAL FACTORS--Purpose and Structure of
the Merger," "--Relationship Between the
Company and Fireman's Fund--Transactions
and Agreements" and "--Interests of Certain
Persons in the Merger," which information
is incorporated herein by this reference.
ITEM 5. PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE
(a)-(e) "SPECIAL FACTORS--Plans for the Company After
the Merger" and "MANAGEMENT OF THE COMPANY,
FIREMAN'S FUND AND THE MERGER SUBSIDIARY,"
which information is incorporated herein by
this reference.
(f), (g) "SPECIAL FACTORS--Certain Effects of the
Merger," which information is incorporated
herein by this reference.
ITEM 6. SOURCE AND AMOUNT OF
FUNDS OR OTHER CONSIDERATION
(a), (b) "SPECIAL FACTORS--Sources and Uses of Funds,"
which information is incorporated herein by
this reference.
(c) "SPECIAL FACTORS--Relationship Between the
Company and Fireman's Fund" and "--Sources
and Uses of Funds," which information is
incorporated herein by this reference.
(d) Not applicable.
5
ITEM 7. PURPOSE(S), ALTERNATIVES,
REASONS AND EFFECTS
(a)-(c) "SPECIAL FACTORS--Background of the Merger,"
"--Purpose and Structure of the Merger,"
"--Recommendation of the Company's Board of
Directors," "--Perspective of Firemen's
Fund on the Merger" and "--Certain Effects
of the Merger," which information is
incorporated herein by this reference.
(d) "SUMMARY--The Merger," "--Interests of
Certain Persons in the Merger" and
"--Federal Income Tax Consequences,"
"SPECIAL FACTORS--Background of the Merger,"
"--Plans for the Company After the Merger,"
"--Certain Effects of the Merger,"
"--Interests of Certain Persons in the
Merger" and "--Certain Federal Income Tax
Consequences" and "MANAGEMENT OF THE
COMPANY, FIREMAN'S FUND AND THE MERGER
SUBSIDIARY," which information is
incorporated herein by this reference.
ITEM 8. FAIRNESS OF THE
TRANSACTION
(a) "SUMMARY--Special Factors--Recommendation of
Board of Directors" and "THE MERGER--FACTORS
TO BE CONSIDERED--Recommendation of the
Company's Board of Directors," which
information is incorporated herein by this
reference.
(b) "SUMMARY--Special Factors--Recommendation of
Board of Directors" and "Opinion of Financial
Advisor" and "SPECIAL FACTORS--Background of
the Merger," "--Purpose and Structure of the
Merger," "--Recommendation of the Company's
Board of Directors" and "--Relationship
Between the Company and Fireman's Fund,"
which information is incorporated herein by
this reference.
(c) "THE SPECIAL MEETING--Record Date;
Stockholder Approval," which information is
incorporated herein by this reference.
(d)-(e) "SPECIAL FACTORS--Background of the Merger"
and "--Opinion of Financial Advisor," which
information is incorporated herein by this
reference.
(f) "SPECIAL FACTORS--Background of the Merger,"
which information is incorporated herein by
this reference.
6
ITEM 9. REPORTS, OPINIONS,
APPRAISALS AND CERTAIN
NEGOTIATIONS
(a)-(c) "SUMMARY--Special Factors--Opinion of
Financial Advisor," "SPECIAL FACTORS--
Background of the Merger" and "--Opinion of
Financial Advisor" and "EXHIBIT B--Opinion of
Dean Witter Reynolds Inc.," which information
is incorporated herein by this reference.
ITEM 10. INTEREST IN SECURITIES
OF THE ISSUER
(a) "SUMMARY--Voting of Shares Owned by
Fireman's Fund," "THE SPECIAL MEETING--
Record Date Stockholder Approval," "SPECIAL
FACTORS --Background of the Merger" and
"--Interests of Certain Persons in the
Merger" and "STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS," which
information is incorporated herein by this
reference.
(b) "STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN
BENEFICIAL OWNERS--Transactions by Certain
Persons in Common Stock," which information
is incorporated herein by this reference.
ITEM 11. CONTRACTS, ARRANGEMENTS "SPECIAL FACTORS--Background of the Merger,
TO THE ISSUER'S SECURITIES Interests of Certain Persons in the Merger,"
"--Recommendation of the Company's Board of
Directors" "--Opinion of Financial Advisor"
and "--Relationship Between the Company and
Fireman's Fund," which information is
incorporated herein by this reference.
ITEM 12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE
TRANSACTION
(a), (b) "THE SPECIAL MEETING--Record Date;
Stockholder Approval," "SPECIAL FACTORS--
Background of the Merger," "--Recommendation
of the Company's Board of Directors" and
"--Interests of Certain Persons in the
Merger" and "STOCK OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS," which
information is incorporated herein by this
reference.
ITEM 13. OTHER PROVISIONS OF
THE TRANSACTION
(a) "SUMMARY--Dissenters' Rights," "RIGHTS OF
DISSENTING STOCKHOLDERS" and "EXHIBIT C--
Provisions of Deleware General Corporation
Law Relating to Appraisal Rights," which
information is incorporated herein by this
reference.
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(b), (c) Not applicable.
ITEM 14. FINANCIAL INFORMATION The Company's Annual Report on Form 10-K/A-1
for the year ended December 31, 1996 (filed
herewith) and its Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997
are incorporated by reference in the Proxy
Statement and will be delivered to
stockholders of the Company with the Proxy
Statement. The Company's audited financial
statements for the periods covered by the
Form 10-K/A-1 and unaudited financial
statements for the periods covered by the
Form 10-Q are incorporated herein by this
reference.
ITEM 15. PERSON AND ASSETS
EMPLOYED, RETAINED OR UTILIZED
(a), (b) "SUMMARY--Special Factors--Opinion of
Financial Advisor," "THE SPECIAL MEETING--
Proxies" and "SPECIAL FACTORS--Sources and
Uses of Funds" and "THE MERGER AGREEMENT--
Payment for Shares and Options," which
information is incorporated herein by this
reference.
ITEM 16. ADDITIONAL INFORMATION See the text of the Proxy Statement.
ITEM 17. MATERIALS TO BE FILED EXHIBIT NUMBER AND DESCRIPTION (EXHIBITS
AS EXHIBITS MARKED WITH AN ASTERISK (*) ARE FILED
HEREWITH)
(a) (a)(1) Business Loan Agreement effective
March 31, 1997 between the Company and
Fireman's Fund (previously filed).
(b) (b)(1) Opinion of Dean Witter Reynolds Inc.
dated March 5, 1997 (as amended), which is
Exhibit B to the Proxy Statement and is
incorporated herein by this reference.*
(c) (c)(1) Preferred Stock Purchase Agreement
dated July 10, 1996 between the Company and
Fireman's Fund, which is incorporated
herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996.
(c)(2) Acquisition Agreement dated March 5,
1997 between the Company and Fireman's
Fund, which is incorporated herein by
reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated February
28, 1997.
(c)(3) Consent Agreement dated March 5,
1997 between the Company and Fireman's Fund,
which is incorporated herein by reference
to Exhibit 2.2 to the Company's Current
Report on Form 8-K dated February 28, 1997.
(c)(4) Agreement and Plan of Merger dated
May 1, 1997 among the Company, Fireman's
Fund and the Merger Subsidiary, which is
Exhibit A to the Proxy Statement and is
incorporated herein by this reference.*
8
(c) (c)(5) Letter of Intent re Revolving
Credit Working Capital Facility dated
March 5, 1997 between the Company and
Fireman's Fund, which is incorporated
herein by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K dated
February 28, 1997.
(c)(6) Business Loan Agreement dated
effective March 31, 1997 between the
Company and Fireman's Fund. See Exhibit
(a)(1).
(c)(7) Right of First Offer and First
Refusal Agreement dated September 23, 1996
among the Company, Fireman's Fund and John
J. Hemmingson, which is incorporated
herein by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.
(c)(8) Right of First Offer and First
Refusal Agreement dated September 23, 1996
among the Company, Fireman's Fund and Gary
A. Black, which is incorporated herein by
reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
(c)(9) Non-Employee Director Stock Option
Plan, which is incorporated by reference
to Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (File
No. 33-85808).
(c)(10) Employment Agreement dated May 31,
1996 between the Company and Lawrence T.
Martinez, which is incorporated herein by
reference to Exhibit 10.28 to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
(c)(11) Agreement Granting Irrevocable
Proxy among John J. Hemmingson, Firstar
Bank of Minnesota, N.A. and the Company,
which is incorporated by reference to
Exhibit 10.26 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1996.
(d) (d)(1) Preliminary copy of Letter to
Stockholders, Notice of Special Meeting,
Proxy Statement and form of Proxy for the
Special Meeting of Stockholders of the
Company to be held on a date to be
determined (as amended).*
(e) (e)(1) Section 262 of the Delaware General
Corporation Law, which is Exhibit C to the
Proxy Statement and is incorporated herein
by this reference.*
(f) Not applicable.
9
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.
June 25, 1997 FIREMAN'S FUND INSURANCE COMPANY
By: /s/ Harold N. Marsh, III
-------------------------------------
Name: Harold N. Marsh, III
Title: Senior Vice President and Treasurer
June 25, 1997 CG ACQUISITIONS CORP.
By: /s/ Harold N. Marsh, III
-------------------------------------
Name: Harold N. Marsh, III
Title: Senior Vice President and Treasurer
June 25, 1997 CROP GROWERS CORPORATION
By: /s/ Lawrence T. Martinez
-------------------------------------
Name: Lawrence T. Martinez
Title: Chief Executive Officer
10
EXHIBIT INDEX
Exhibit Page
Number Description Number
------- ----------- ------
(a) (a)(1) Business Loan Agreement effective
March 31, 1997 between the Company and
Fireman's Fund (previously filed).
(b) (b)(1) Opinion of Dean Witter Reynolds Inc. B-1
dated March 5, 1997, which is Exhibit B to
the Proxy Statement and is incorporated
herein by this reference.
(c) (c)(1) Preferred Stock Purchase Agreement
dated July 10, 1996 between the Company and
Fireman's Fund, which is incorporated
herein by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1996.
(c)(2) Acquisition Agreement dated March 5,
1997 between the Company and Fireman's
Fund, which is incorporated herein by
reference to Exhibit 2.1 to the Company's
Current Report on Form 8-K dated February
28, 1997.
(c)(3) Consent Agreement dated March 5,
1997 between the Company and Fireman's Fund,
which is incorporated herein by reference
to Exhibit 2.2 to the Company's Current
Report on Form 8-K dated February 28, 1997.
(c)(4) Agreement and Plan of Merger dated
May 1, 1997 among the Company, Fireman's
Fund and the Merger Subsidiary, which is
Exhibit A to the Proxy Statement and is
incorporated herein by this reference.
11
(c) (c)(5) Letter of Intent re Revolving
Credit Working Capital Facility dated
March 5, 1997 between the Company and
Fireman's Fund, which is incorporated
herein by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K dated
February 28, 1997.
(c)(6) Business Loan Agreement dated
effective March 31, 1997 between the
Company and Fireman's Fund. See Exhibit
(a)(1).
(c)(7) Right of First Offer and First
Refusal Agreement dated September 23, 1996
among the Company, Fireman's Fund and John
J. Hemmingson, which is incorporated
herein by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996.
(c)(8) Right of First Offer and First
Refusal Agreement dated September 23, 1996
among the Company, Fireman's Fund and Gary
A. Black, which is incorporated herein by
reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996.
(c)(9) Non-Employee Director Stock Option
Plan, which is incorporated by reference
to Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (File
No. 33-85808).
(c)(10) Employment Agreement dated May 31,
1996 between the Company and Lawrence T.
Martinez, which is incorporated herein by
reference to Exhibit 10.28 to the
Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
(c)(11) Agreement Granting Irrevocable
Proxy among John J. Hemmingson, Firstar
Bank of Minnesota, N.A. and the Company,
which is incorporated by reference to
Exhibit 10.26 to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1996.
(d) (d)(1) Preliminary copy of Letter to 13
Stockholders, Notice of Special Meeting,
Proxy Statement and form of Proxy for the
Special Meeting of Stockholders of the
Company to be held on a date to be
determined.*
(e) (e)(1) Section 262 of the Delaware General C-1
Corporation Law, which is Exhibit C to the
Proxy Statement and is incorporated herein
by this reference.
(f) Not applicable.
12