-----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, QknmEdmRnYDNVYa5Hsgjh24Ohh6utlXcRrbV1O7RWrC23/EGbo11nV/3E2p+XkL4 yAmWZmXiaezHPj3jbxhSSg== 0000811612-06-000011.txt : 20060210 0000811612-06-000011.hdr.sgml : 20060210 20060210113234 ACCESSION NUMBER: 0000811612-06-000011 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060210 DATE AS OF CHANGE: 20060210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCE GROUP INC /MA CENTRAL INDEX KEY: 0000811612 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 042599931 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-40160 FILM NUMBER: 06596246 BUSINESS ADDRESS: STREET 1: 211 MAIN ST CITY: WEBSTER STATE: MA ZIP: 01570 BUSINESS PHONE: 5089439000 MAIL ADDRESS: STREET 1: 211 MAIN STREET STREET 2: 211 MAIN STREET CITY: WEBSTER STATE: MA ZIP: 01570 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCE GROUP INC /MA CENTRAL INDEX KEY: 0000811612 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 042599931 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 211 MAIN ST CITY: WEBSTER STATE: MA ZIP: 01570 BUSINESS PHONE: 5089439000 MAIL ADDRESS: STREET 1: 211 MAIN STREET STREET 2: 211 MAIN STREET CITY: WEBSTER STATE: MA ZIP: 01570 SC 13G 1 esop13g-yrend05tag.txt THE COMMERCE GROUP, INC. - ESOP - YEAREND 12/31/05 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) The Commerce Group, Inc. (Name of Issuer) Common stock $0.50 Par Value (Title of Class of Securities) 200641108 (CUSIP Number) December 31, 2005 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) (1) 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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 5 CUSIP NO. 200641108 THE COMMERCE GROUP, INC. SCHEDULE 13G ADMENDMENT No. 7 FEBRUARY 10, 2006 1. Name of Reporting Person I.R.S. Identification No. of above Person The Commerce Group, Inc. Employee Stock Ownership Plan ID#: 04-6643047 2. Check the Appropriate Box if a Member of a Group (a)[ ] (b)[ ] 3. SEC Use Only 4. Citizenship or Place of Organization Commonwealth of Massachusetts NUMBER OF SHARES BENEFICAILLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 2,871,257 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 2,871,257 8. SHARED DISPOSITIVE POWER 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,871,257 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares N/A 11. Percent of Class Represented by Amount in Row (9) 8.5% 12. Type of Reporting Person EP Page 2 of 5 CUSIP NO. 200641108 THE COMMERCE GROUP, INC. SCHEDULE 13G ADMENDMENT No. 7 FEBRUARY 10, 2006 Item 1. a. The Commerce Group, Inc. b. 211 Main Street, Webster, MA 01570 Item 2. a. The Commerce Group, Inc. Employee Stock Ownership Plan ("Plan") b. 211 Main Street, Webster, MA 01570 c. Massachusetts d. Common stock e. CUSIP 200641108 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (f) An Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F). Item 4. Ownership At December 31, 2005, the Plan was the record owner of a total of 2,871,257 shares of common stock of the issuer, or approximately 8.5% of the issuer's outstanding common stock (issued less treasury shares). The Plan, acting through its Trustee, Fidelity Management Trust Company, has the sole power to dispose or direct disposition of such shares while they remain in the Plan, except as hereafter noted. Plan Participants who are current employees of The Commerce Group, Inc. or its subsidiaries (the "Company") and who are 100% vested in their Plan accounts can annually elect to transfer out of the Plan up to 100% of their allocated Company stock in the form of an eligible rollover distribution into another eligible retirement plan, such as a qualified individual retirement arrangement. Approximately 2,177,000 shares held by the Plan at December 31, 2005 are allocated to the Plan accounts of these individuals. Plan Participants who are former employees of the Company are 100% vested in their Plan account and may generally elect to withdraw from the Plan the shares allocated to their accounts at any time. Approximately 534,000 shares held by the Plan at December 31, 2005 are allocated to the Plan accounts of these individuals. The remaining approximately 160,000 shares held by the Plan at December 31, 2005 are allocated to the Plan accounts of Participants who have not yet reached 100% vesting in their account balances. Disposition of these unvested shares is restricted under the Plan. The shares allocated to Participant accounts are voted as directed by the account holders; unallocated shares, if any, and shares as to which no voting instructions have been received are voted by the Plan Trustee. Page 3 of 5 CUSIP NO. 200641108 THE COMMERCE GROUP, INC. SCHEDULE 13G ADMENDMENT No. 7 FEBRUARY 10, 2006 Item 5. Ownership of Five Percent or Less of a Class Item 5 is not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Item 6 is not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Item 7 is not applicable Item 8. Identification and Classification of Members of the Group Item 8 is not applicable Item 9. Notice of Dissolution of Group Item 9 is not applicable Page 4 of 5 CUSIP NO. 200641108 THE COMMERCE GROUP, INC. SCHEDULE 13G ADMENDMENT No. 7 FEBRUARY 10, 2006 Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose 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. February 10, 2006 /s/ Randall V. Becker, Trustee Randall V. Becker, ESOP Committee Member The Commerce Group, Inc. Employee Stock Ownership Plan Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----