-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TMAtneDDsniXLO3R/RN6nChAx7KfpDWkdKPetNJDa2C7qOGdTW9/3X0J1kAfvTiY FL52nBGR8vXj1LdK1rQTRg== 0000897069-97-000116.txt : 19970311 0000897069-97-000116.hdr.sgml : 19970311 ACCESSION NUMBER: 0000897069-97-000116 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970310 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROP GROWERS CORP CENTRAL INDEX KEY: 0000921584 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 810491497 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-46997 FILM NUMBER: 97553768 BUSINESS ADDRESS: STREET 1: 201 CROP GROWERS DR CITY: GREAT FALLS STATE: MT ZIP: 59401 BUSINESS PHONE: 4064528101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTAR CORP /WI/ CENTRAL INDEX KEY: 0000037076 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 390711710 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 777 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147655977 MAIL ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN CORP DATE OF NAME CHANGE: 19890124 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN BANKSHARES CORP DATE OF NAME CHANGE: 19750204 SC 13G 1 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). 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. 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 Exhibit 1 to Item 7: Identification and Classification of Subsidiaries Firstar Bank of Minnesota, N.A. - BK -----END PRIVACY-ENHANCED MESSAGE-----