-----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, GJCy8ZqjT+FYiKup7zIl10/y2CX77QG2Z7FDdXOJa083mPVrlODKVygS0PLWUB5g dn7Vk+lLHfPzFLEMf1dPXQ== 0000811612-01-500063.txt : 20020413 0000811612-01-500063.hdr.sgml : 20020413 ACCESSION NUMBER: 0000811612-01-500063 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011214 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 13D 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 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK JOHN PATRIOT PREMIUM DIVIDEND FUND II CENTRAL INDEX KEY: 0000855886 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 043097281 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-57667 FILM NUMBER: 1813651 BUSINESS ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199-7603 BUSINESS PHONE: 6174263310 MAIL ADDRESS: STREET 1: 101 HUNTINGTON AVENUE CITY: BOSTON STATE: MA ZIP: 02199-7603 FORMER COMPANY: FORMER CONFORMED NAME: PATRIOT PREMIUM DIVIDEND FUND II DATE OF NAME CHANGE: 19920703 SC 13D 1 jhppdf-pdt13d3tag.txt JHPATRIOT PREMIUM DIV FUND II -120601 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) John Hancock Patriot Premium Dividend Fund II (Name of Issuer) Common Stock (Title of Class of Securities) 41013T-10-5 (CUSIP Number) The Commerce Group, Inc. 211 Main Street Webster, MA 01570 (508) 943-9000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 6, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [X] 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). Page 1 of 12 CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 3 DECEMBER 14, 2001 1. NAME OF REPORTING PERSON S.S. OR I.R.S. ID NO. OF ABOVE PERSON The Commerce Group Inc. ID# 04-2599931 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS [WC] 5 CHECK BOX IF DISCLOSURE OF LEGAL [ ] PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 5,118,900 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 5,118,900 SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,118,900 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.1% 14. TYPE OF REPORTING PERSON [HC] Page 2 of 12 CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 3 DECEMBER 14, 2001 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of beneficial interest (the "Shares"), of John Hancock Patriot Premium Dividend Fund II (the "Fund"), a Massachusetts business trust registered as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The principal executive offices of the Fund are located at 101 Huntington Avenue, Boston, MA, 02119-7603. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by The Commerce Group Inc. (the "Reporting Person"), a corporation formed under the laws of Massachusetts. The Reporting Person is a corporation whose principal offices are located at 211 Main Street Webster, MA 01570. The name, business address and principal occupation of each director and officer of the Reporting Person are set forth on Annex A hereto, which is incorporated by reference. All information in this Schedule 13D with respect to the persons listed on Annex A is given to the knowledge of the Reporting Person. (d) During the past five years, neither the Reporting Person nor any of the persons listed on Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither the Reporting Person nor any of the persons listed on Annex A has been a 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 future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) All of the individuals listed in Annex A are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the funds used by the Reporting Person to purchase Shares listed in Item 5(a) was working capital. The amount of the funds used to purchase such shares aggregated approximately $55,282,940. Page 3 of 12 CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 3 DECEMBER 14, 2001 ITEM 4. PURPOSE OF TRANSACTION The shares of beneficial interest of the Fund ("Shares") held by the Reporting Person were acquired in the ordinary course of business by the Reporting Person for the purpose of investment and capital appreciation. In pursuing this investment philosophy, the Reporting Person routinely monitors the performance, trading prices, investment strategy and portfolio securities of the Fund, and of other investment funds in which it invests, and may discuss such matters with fund management, shareholders, or others. The Reporting Person, as an insurance company holding company, is entitled to file securities ownership reports required by the Securities and Exchange Act of 1934 on Schedule 13G. Under amended rules under the Securities Exchange Act of 1934, a person reporting on Schedule 13G may elect to convert such filing to a Schedule 13D, in part, to ensure that discussions with management, or other actions by the Reporting Person, do not limit the Reporting Person's ability to acquire additional Shares, or to vote the shares it already owns. Accordingly, in order to maintain desired flexibility for such transactions and discussions, the Reporting Person has elected to convert its ownership filing on Schedule 13G to a filing on Schedule 13D. The matters which the Reporting Person intends to consider, discuss or pursue may include additional purchases of Shares, ceasing the purchase of additional Shares, sales of Shares or one or more of the items described in items (a) through (j) of Item 4. Whether any of such actions are taken by the Reporting Person will depend upon the Reporting Person's evaluation of several factors, including the Fund's business and prospects, future developments, the level of discount in Share market prices from net asset value ("NAV"), the performance of the Funds' investments, the availability of funds to the Reporting Person, alternative uses of funds, stock and money market conditions, and general economic conditions. Such factors may materially affect the Reporting Person's decision to purchase additional Shares, or take other actions, and may result in the Reporting Person's increasing its ownership to a majority or more of the outstanding Shares, and/or proposing changes in operations, governance or capitalization of the Fund. The Reporting Person will review its investment in the Fund from time to time and reserves the right to take or not take any action it deems to be in its best interest or to change its intention as set forth in this Item 4. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Fund's reports with the Securities and Exchange Commission report that 15,002,724 Shares are outstanding. Based upon such number, the Reporting Person beneficially owns 34.1% of the Fund's outstanding Shares. The Reporting Person is the beneficial owner (through its insurance subsidiaries as listed below) of 5,118,900 Shares, over which it has sole power of disposition and voting. Such number of Shares represents approximately 34.1% of the outstanding Shares. Shares Cost The Commerce Insurance Company 4,683,400 $50,679,794 American Commerce Insurance Company 300,000 3,106,588 Commerce West Insurance Company 135,500 1,496,558 Totals 5,118,900 $55,282,940 Page 4 of 12 CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 3 DECEMBER 14, 2001 (c) During the period from December 1, 2000 through December 6, 2001, the Reporting Person has effected the following purchases in the shares of Common Stock, all of which were made on the New York Stock Exchange (see attached Annex B). Required disclosure of prior purchases have been reported on previously filed Schedules 13D. (d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by the Reporting Person. (e) It is inapplicable to state the date on which the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person does not have any contract, arrangement, understanding or relationship (legal or otherwise) with any person with respect to any securities of the Fund, including, but not limited to, the transfer or voting of any such securities, finders' fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Annex A Officers and Directors of Reporting Person and Insurance Subsidiaries Annex B Item 5(c) Information Page 5 of 12 CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 3 DECEMBER 14, 2001 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. December 14, 2001 THE COMMERCE GROUP INC. Gerald Fels Executive Vice President & Chief Financial Officer Page 6 of 12 ANNEX A
THE COMMERCE GROUP, INC. 211 Main Street, Webster, MA 01570 DIRECTORS Herman F. Becker......................... President and owner, Sterling Realty and Huguenot Development Corporation Joseph A. Borski, Jr..................... Self-employed Certified Public Accountant Eric G. Butler........................... Retired Vice President and General Claims Manager of Commerce and Citation Henry J. Camosse......................... Retired President, Henry Camosse & Sons Co., Inc., a building and masonry supplies company Gerald Fels.............................. Executive Vice President and Chief Financial Officer of the Company David R. Grenon.......................... Chairman Emeritus and Assistant Clerk of The Protector Group Insurance Agency, Inc. Robert W. Harris......................... Retired Treasurer, H.C. Bartlett Insurance Agency, Inc. Robert S. Howland........................ Retired Clerk, H.C. Bartlett Insurance Agency, Inc. John J. Kunkel........................... President and Treasurer, Kunkel Buick and GMC Truck; Treasurer, Kunkel Bus Company Raymond J. Lauring....................... Retired President, Lauring Construction Company Normand R. Marois........................ Retired Chairman of the Board, Marois Bros., Inc., a contracting firm Suryakant M. Patel....................... Retired physician who specialized in internal medicine Arthur J. Remillard, Jr.................. President, Chief Executive Officer and Chairman of the Board of the Company Arthur J. Remillard, III................. Senior Vice President and Assistant Clerk of the Company; Senior Vice President of Commerce and Citation in charge of Policyholder Benefits Regan P. Remillard....................... Senior Vice President of the Company; President and Secretary of Commerce West Insurance Company; President of ACIC Holding Co., Inc.; President, Vice Chairman of the Board and Chief Executive Officer of American Commerce Insurance Company Gurbachan Singh.......................... Retired physician who specialized in general surgery John W. Spillane......................... Clerk of the Company and practicing attorney
Page 7 of 12 ANNEX A
DIRECTORS OF COMMERCE HOLDINGS, INC. The Commerce Insurance Company Commerce West Insurance Company Citation Insurance Company 211 Main Street, Webster, MA 01570 Arthur J. Remillard, Jr........... President of Commerce Holdings, Inc.; Chief Executive Officer and Chairman of the Board of The Commerce Insurance Company and Citation Insurance Company; Chairman of the Board of Commerce West Insurance Company Gerald Fels....................... President, Chief Operating Officer and Chief Financial Officer of The Commerce Insurance Company and Citation Insurance Company; Investment Officer of Commerce West Insurance Company; Treasurer, Commerce Holdings, Inc. Arthur J. Remillard, III.......... Senior Vice President and Clerk Regan P. Remillard................ Senior Vice President; President and Secretary of Commerce West Insurance Company James A. Ermilio.................. Senior Vice President and General Counsel David R. Grenon................... Chairman Emeritus and Assistant Clerk of The Protector Group Insurance Agency John M. Nelson.................... Chairman of Brown & Sharpe Mfg., Co. Suryakant M. Patel................ Retired physician who specialized in internal medicine William G. Pike................... Executive Vice President and Chief Financial Officer of Granite State Bankshares, Inc. H. Thomas Rowles.................. Chairman of the Board of ACIC Holding Co., Inc.; Chairman of the Board of American Commerce Insurance Company; President, Chief Executive Officer and Director of AAA Southern New England Mark A. Shaw...................... Treasurer of ACIC Holding Co., Inc.; Executive Vice President and Chief Operating Officer of AAA Southern New England
Page 8 of 12 ANNEX A
DIRECTORS OF American Commerce Insurance Company 3590 Twin Creeks Drive, Columbus, OH 43204 H. Thomas Rowles.................. Chairman of the Board of ACIC Holding Co., Inc.; Chairman of the Board of American Commerce Insurance Company; President, Chief Executive Officer and Director of AAA Southern New England Regan P. Remillard................ President of ACIC Holding Co., Inc.; President, Vice Chairman of the Board and Chief Executive Officer of American Commerce Insurance Company; Senior Vice President of The Commerce Group, Inc.; President and Secretary of Commerce West Insurance Company Mark A. Shaw...................... Treasurer of ACIC Holding Co., Inc.; Executive Vice President and Chief Operating Officer of AAA Southern New England Gerald Fels....................... Executive Vice President and Chief Financial Officer of The Commerce Group, Inc. Patrick W. Doherty................ President and Chief Executive Officer of AAA Oklahoma Terry R. Farias................... President and Chief Executive Officer of AAA Hoosier Motor Club Richard S. Hamilton............... President of AAA West Pennsylvania/West Virginia/South Central Ohio Charles B. Liekweg................ President and Chief Executive Officer of AAA Washington D. James McDowell................. President and Chief Executive Officer of AAA Arizona Peter C. Ohlheiser................ President of Ohio Motorists Association Otto T. Wright.................... President and Chief Executive Officer of East Tennessee Automobile Club, Inc.
Page 9 of 12 ANNEX A
THE COMMERCE GROUP, INC. 211 Main Street, Webster, MA 01570 OFFICERS OF THE COMMERCE GROUP, INC. President, Chief Executive Officer and Chairman of the Board..... Arthur J. Remillard, Jr. Executive Vice President and Chief Financial Officer............. Gerald Fels Senior Vice President and Assistant Clerk........................ Arthur J. Remillard, III Senior Vice President............................................ Regan P. Remillard Senior Vice President and General Counsel........................ James A. Ermilio Vice President................................................... Joseph J. Staffieri Clerk............................................................ John W. Spillane Treasurer and Chief Accounting Officer........................... Randall V. Becker Vice President................................................... Robert E. McKenna Assistant Vice President and Assistant General Counsel........... Thomas D. Jungeberg Assistant Treasurer.............................................. Thomas A. Gaylord OFFICERS OF MASSACHUSETTS INSURANCE SUBSIDIARIES Chief Executive Officer and Chairman of the Board................ Arthur J. Remillard, Jr. President, Chief Operating Officer and Chief Financial Officer... Gerald Fels Senior Vice President and Secretary.............................. Arthur J. Remillard, III Senior Vice Presidents........................................... David H. Cochrane Peter J. Dignan Regan P. Remillard Joyce B. Virostek Senior Vice President and General Counsel........................ James A. Ermilio Vice Presidents.................................................. Karen A. Lussier Robert E. McKenna Michael J. Richards Angelos Spetseris Joseph J. Staffieri Henry R. Whittier, Jr. Assistant Vice Presidents................... David P. Antocci James E. Gow Robert M. Blackmer Susan A. Horan Stephen R. Clark John V. Kelly Raymond J. DeSantis Donald G. MacLean Warren S. Ehrlich Patrick J. McDonald Richard W. Goodus Robert L. Mooney Emile E. Riendeau Assistant Vice President and Assistant General Counsel........... Thomas D. Jungeberg Treasurer and Chief Accounting Officer........................... Randall V. Becker Assistant Treasurer.............................................. Thomas A. Gaylord
Page 10 of 12 ANNEX A
Officers of American Commerce Insurance Company 211 Main Street, Webster, MA 01570 Chairman of the Board.............................................. H. Thomas Rowles President, Vice Chairman of the Board and Chief Executive Officer.. Regan P. Remillard Senior Vice President and Chief Financial Officer.................. Michael V. Vrban General Counsel and Secretary...................................... James A. Ermilio Treasurer.......................................................... Richard B. O'Hara Vice President..................................................... Gregory S. Clark Vice President..................................................... Joseph B. Phillips, Jr. Assistant Vice President........................................... Jeffrey B. Alexander Assistant Vice President........................................... William J. Hafer Assistant General Counsel and Assistant Secretary.................. Thomas D. Jungeberg
Page 11 of 12
ANNEX B Item 5 (c) - Information AS OF DECEMBER 6, 2001 PURCHASES 12/01/00-12/06/01 PDT 41013T-10-5 JOHN HANCOCK PATRIOT DIV FUND II TRADE DATE Settlement Date Shares Price Acquisition Cost 12/15/00 12/20/00 5,800 $10.19 $59,319.50 12/19/00 12/22/00 1,200 10.38 12,498.00 12/20/00 12/26/00 6,300 10.44 66,008.25 01/25/01 01/30/01 7,300 10.63 77,854.50 02/20/01 02/23/01 4,200 10.80 45,528.00 02/21/01 02/26/01 6,800 10.80 73,712.00 03/14/01 03/19/01 3,000 10.70 32,220.00 03/20/01 03/23/01 1,600 10.65 17,104.00 03/21/01 03/26/01 4,600 10.65 49,174.00 03/30/01 04/04/01 2,000 10.65 21,380.00 03/30/01 04/04/01 1,000 10.60 10,640.00 04/02/01 04/05/01 800 10.60 8,512.00 04/03/01 04/06/01 2,700 10.60 28,728.00 04/05/01 04/10/01 2,500 10.60 26,600.00 04/17/01 04/20/01 600 10.61 6,390.00 09/24/01 09/27/01 100 10.50 1,054.00 11/01/01 11/06/01 2,000 11.00 22,080.00 11/20/01 11/26/01 25,000 11.15 279,750.00 11/26/01 11/29/01 37,500 11.04 415,500.00 11/28/01 12/03/01 600 11.05 6,654.00 11/29/01 12/04/01 2,000 11.05 22,180.00 12/04/01 12/07/01 4,400 11.05 48,796.00 12/05/01 12/10/01 16,600 11.10 184,924.00 12/06/01 12/11/01 68,500 11.05 759,665.00 TOTAL 207,100 $2,276,271.25
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