-----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, E2EmqQumqDDXtRpwRgtMjmwuyE6ZP+2is30mly1sGpr30P/4LvXmo9YQwP627IgM lQoJAIQ0jWgBKDV6lRxPDw== 0000811612-00-500030.txt : 20001204 0000811612-00-500030.hdr.sgml : 20001204 ACCESSION NUMBER: 0000811612-00-500030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREFERRED INCOME FUND INC CENTRAL INDEX KEY: 0000868578 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954305694 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-55183 FILM NUMBER: 782304 BUSINESS ADDRESS: STREET 1: 301 E COLORADO BLVD STE 720 STREET 2: C/O FLAHERTY & CRUMRINE INC CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8187957300 MAIL ADDRESS: STREET 1: 301 COLORADO BLVD STREET 2: STE 720 CITY: PASADENA STATE: CA ZIP: 91101 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 SC 13D 1 pif-pfd13db.txt PREFERRED INCOME FUND, INC. United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Preferred Income Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74037G-10-6 (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 1, 2000 (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.: 74037G-10-6 THE COMMERCE GROUP, INC. SCHEDULE 13D DECEMBER 1, 2000 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 2,961,700 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 2,961,700 SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,961,700 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.1% 14. TYPE OF REPORTING PERSON [HC] Page 2 of 12 CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC. SCHEDULE 13D DECEMBER 1, 2000 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of beneficial interest (the "Shares"), of Preferred Income Fund, Inc. (the "Fund"), a Maryland 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 301 E. Colorado Blvd., Ste 720, Pasadena, California, 91101. 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 $44,559,882. Page 3 of 12 CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC. SCHEDULE 13D DECEMBER 1, 2000 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 is electing 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 9,838,571 Shares are outstanding. Based upon such number, the Reporting Person beneficially owns 30.1% of the Fund's outstanding Shares. The Reporting Person is the beneficial owner (through its insurance subsidiaries as listed below) of 2,961,700 Shares, over which it has sole power of disposition and voting. Such number of Shares represents approximately 30.1% of the outstanding Shares.
Shares Cost The Commerce Insurance Company 2,721,000 $41,245,198 American Commerce Insurance Company 220,700 3,035,453 Commerce West Insurance Company 20,000 279,231 Totals 2,961,700 $44,559,882
Page 4 of 12 CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC. SCHEDULE 13D DECEMBER 1, 2000 (c) During the last sixty days, 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). (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.: 74037G-10-6 THE COMMERCE GROUP, INC. SCHEDULE 13D DECEMBER 1, 2000 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 1, 2000 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 Roger E. Lavoie.......................... Retired President and Treasurer, Lavoie Toyota- Dodge, Inc. 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.; 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, Chief Executive Officer and Chairman of the Board Gerald Fels....................... Executive Vice President and Chief Financial Officer; Treasurer, Commerce Holdings, Inc. Arthur J. Remillard, III (1)...... Senior Vice President and Clerk Regan P. Remillard................ Senior Vice President; President and Secretary of Commerce West Insurance Company James A. Ermilio (1).............. Vice President and General Counsel David R. Grenon (1)............... Chairman Emeritus and Assistant Clerk of The Protector Group Insurance Agency John M. Nelson (1)................ Chairman of TJX Companies Suryakant M. Patel (1)............ Retired physician who specialized in internal medicine William G. Pike (1)............... Executive Vice President and Chief Financial Officer of Granite State Bankshares, Inc. H. Thomas Rowles (1).............. 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 (1).................. Treasurer of ACIC Holding Co., Inc.; Executive Vice President and Chief Operating Officer of AAA Southern New England
(1) Commerce Holdings, Inc., The Commerce Insurance Company and Citation Insurance Company only. 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 American Commerce Insurance Company; President, Chief Executive Officer and Director of AAA Southern New England Regan P. Remillard................ 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...................... 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 Roger L. Graybeal................. President and Secretary of AAA Oregon/Idaho Richard S. Hamilton............... President of AAA West Pennsylvania/West Virginia/South Central Ohio Gerald P. Hogan................... President and Chief Operating Officer of American Commerce Insurance Company 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
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............................................ Mary M. Fontaine Vice President and General Counsel............................... James A. Ermilio Clerk............................................................ John W. Spillane Treasurer and Chief Accounting Officer........................... Randall V. Becker Assistant Treasurer.............................................. Thomas A. Gaylord Assistant Vice President......................................... Robert E. McKenna Officers of Massachusetts Subsidiaries 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 Secretary.............................. Arthur J. Remillard, III Senior Vice Presidents........................................... David H. Cochrane Peter J. Dignan Mary M. Fontaine Regan P. Remillard Joyce B. Virostek Vice Presidents.................................................. Elizabeth M. Edwards Karen A. Lussier Michael J. Richards Angelos Spetseris Henry R. Whittier, Jr. Vice President and General Counsel............................... James A. Ermilio Assistant Vice Presidents...................... David P. Antocci Susan A. Horan Robert M. Blackmer John V. Kelly Stephen R. Clark Ronald J. Lareau Raymond J. DeSantis Donald G. MacLean Warren S. Ehrlich Robert E. McKenna Richard W. Goodus Robert L. Mooney James E. Gow Emile E. Riendeau 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 3950 Twin Creeks Drive, Columbus, OH 43204
Chairman of the Board........................................... H. Thomas Rowles Vice Chairman of the Board and Chief Executive Officer.......... Regan P. Remillard President and Chief Operating Officer........................... Gerald P. Hogan Chief Financial Officer......................................... Michael V. Vrban Senior Vice President........................................... Carol R. Blaine Treasurer....................................................... Richard B. O'Hara Secretary and Chief Legal Officer............................... James A. Ermilio Assistant Vice President........................................ Gregory S. Clark Assistant Vice President and General Counsel.................... Julie Deley-Shimer Officers of Commerce West Insurance Company 5000 Hopyard Road, Suite 200, Pleasanton, CA 94588-3350 Chairman of the Board........................................... Arthur J. Remillard, Jr. President and Secretary......................................... Regan P. Remillard Treasurer and Chief Financial Officer .......................... Michael V. Vrban Chief Reporting Officer......................................... Albert E. Peters Investment Officer.............................................. Gerald Fels Vice Presidents................................................. Michael J. Berryessa Albert R. Harris
Page 11 of 12 ANNEX B Item 5 (c) - Information AS OF DECEMBER 1, 2000
ACQUISITION ACQUISITION PURCHASE PRICE DATE CUSIP NUMBR COST PAR OR SHARES PER SHARE COMPANY NUMBER: 1 - COMMERCE INSURANCE COMPANY 10/02/00 74037G-10-6 $108,824.75 8,900.00 $12.18700 10/02/00 74037G-10-6 12,165.00 1,000.00 12.12500 10/03/00 74037G-10-6 23,232.25 1,900.00 12.18700 10/04/00 74037G-10-6 43,015.00 3,500.00 12.25000 10/11/00 74037G-10-6 14,748.00 1,200.00 12.25000 10/12/00 74037G-10-6 120,442.00 9,800.00 12.25000 10/13/00 74037G-10-6 7,374.00 600.00 12.25000 10/16/00 74037G-10-6 61,450.00 5,000.00 12.25000 10/17/00 74037G-10-6 13,519.00 1,100.00 12.25000 10/18/00 74037G-10-6 8,646.75 700.00 12.31200 10/20/00 74037G-10-6 254,403.00 20,700.00 12.25000 Total $667,819.75 54,400.00 Average purchase price $12.23599
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