-----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, CNKrAR6hycOR16CGwBp+N0seP9gM5npXSGPdMld0nZ1g9My+rwkEtIWBgGbUmtPm N+IxNZCdhi5XWLOU4X7iSw== 0000811612-06-000056.txt : 20060926 0000811612-06-000056.hdr.sgml : 20060926 20060926162859 ACCESSION NUMBER: 0000811612-06-000056 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060926 DATE AS OF CHANGE: 20060926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL ATLANTIC HOLDINGS CORP CENTRAL INDEX KEY: 0000946492 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80703 FILM NUMBER: 061108959 BUSINESS ADDRESS: STREET 1: 303 WEST MAIN ST CITY: FREEHOLD STATE: NJ ZIP: 07723 BUSINESS PHONE: 9087800700 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 natalcorp-nahc13d1tag.txt NATIONAL ATLANTIC HOLDING CORPORATION United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 ) National Atlantic Holdings Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 63253Y-10-7 (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) September 22, 2006 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240. Rule 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: [ ] 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 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 1 SEPTEMBER 26, 2006 1. NAME OF REPORTING PERSON I.R.S. IDENTIFICATION 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 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 7. SOLE VOTING POWER 923,584 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 923,584 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 923,584 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% 14. TYPE OF REPORTING PERSON [HC] Page 2 of 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 1 SEPTEMBER 26, 2006 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, $0.01 par value (the "Shares"), of National Atlantic Holdings Corporation (the "Issuer"), a corporation formed under the laws of New Jersey. The principal executive offices of the Issuer are located at 4 Paragon Way, Freehold, NJ 07728. ITEM 2. IDENTITY AND BACKGROUND (a) - (c) This Schedule 13D is being filed by The Commerce Group Inc. (the "Reporting Person" or "Commerce"), 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. (d) During the last five years, the Reporting Person has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. 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. ITEM 4. PURPOSE OF TRANSACTION No material change has taken place since the previous filing. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Issuer's reports with the Securities and Exchange Commission report that 11,259,100 Shares are outstanding. Based upon such number, the Reporting Person beneficially owns 8.2% of the Fund's outstanding Shares. Page 3 of 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 1 SEPTEMBER 26, 2006 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER - continued (b) The Reporting Person is the beneficial owner (through its insurance subsidiaries as listed below) of 923,584 shares, over which it has sole power of disposition and voting. Such number of Shares represents approximately 8.2% of the outstanding Shares. Shares Cost The Commerce Insurance Company 923,584 $10,090,024 (c) Since the filing of the most recent Schedule 13D, the Reporting Person has effected no transactions in the Common Stock of the Issuer. (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) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In the process of evaluating a potential transaction, the Reporting Person and the Issuer have signed a Confidentiality and Standstill Agreement as of September 22, 2006. A copy of the agreement is attached as Exhibit 99.1. The agreement, in part, requires that until September 22, 2008 each party and its affiliates shall not directly or indirectly without the prior consent of the Board of Directors of the other party hereto (i) in any manner acquire, agree to acquire or make any proposal to acquire any additional securities or property of such other party or any of its subsidiaries, (ii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of such other party or any of its subsidiaries, (iii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of such other party, or if its subsidiaries, except for any "group" comprised solely if affiliates of such party, (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of such other party, (v) disclose any intention, plan or arrangement inconsistent with the foregoing (other than in accordance with the Legal Exception), or (vi) advise, assist or encourage any other persons in connection with any of the foregoing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 99.1 Confidentiality and Standstill Agreement Page 4 of 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 1 SEPTEMBER 26, 2006 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. September 26, 2006 THE COMMERCE GROUP INC. /s/ Robert E. McKenna Robert E. McKenna Treasurer and Chief Accounting Officer Page 5 of 5 EX-99 2 natatlconfagreetag.txt AGREEMENT Exhibit 99.1 Atlantic Holdings Corporation 4 Paragon Way, Freehold, New Jersey 07728 (732) 665-1100 Facsimile: (732) 761-0243 NASDAQ: NAHC CONFIDENTIALITY AND STANDSTILL AGREEMENT September 22, 2006 The Commerce Group, Inc. 211 Main Street Webster, MA 01570 Attention: Gerald Fels, Chief Executive Officer Ladies and Gentlemen: Each of National Atlantic Holdings Corp., a New Jersey corporation ("NAHC") and The Commerce Group, Inc., a Massachusetts corporation ("CGI"), may furnish certain confidential nonpublic information to the other party hereto in order to assist such other party in making an evaluation of a possible strategic transaction (a "Proposed Transaction") involving NAHC and CGI. Each party hereto, in consideration of the other party's agreement to furnish information to it (each party furnishing such information shall be hereinafter referred to, with respect to such information, as the "Disclosing Party" and each party receiving such information shall be hereinafter referred to, with respect to such information, as the "Receiving Party"), agrees, as set forth below, to treat any information so provided in connection with a possible transaction, whether written or oral or otherwise recorded, whether provided before or after the date of this Confidentiality and Standstill Agreement (the "Agreement"), whether specifically identified as "confidential," or whether prepared by a Disclosing Party or its agents or advisors or otherwise, that is furnished to a Receiving Party by or on behalf of a Disclosing Party (herein collectively referred to as the "Evaluation Material") in accordance with the provisions of this Agreement and to take or abstain from taking certain other actions herein set forth. Page 2 The term "Evaluation Material" shall also include all analyses, compilations, forecasts, studies or other material prepared by a Receiving Party or any of its directors, officers, employees, agents, advisors or other representatives (collectively, the "Representatives") containing, based on or reflecting any confidential non- public information furnished by a Disclosing Party or any of its Representatives. The term "Evaluation Material" shall not include information which (i) is or becomes generally available to the public, other than as a result of a disclosure by a Receiving Party or any of its Representatives in violation of this Agreement, or (ii) is already available or becomes available to a Receiving Party from a source other than the Disclosing Party or its Representatives, provided that such source is not known by such Receiving Party to be in breach of a confidentiality agreement with or other obligation of secrecy to the Disclosing Party or a third party. Each Receiving Party hereby agrees to use the Evaluation Material solely for the purpose of evaluating the Proposed Transaction and agrees to keep such information confidential, to treat it with the same degree of care it uses in protecting its own confidential and proprietary data, [not to use it in any way detrimental to the Disclosing Party] and not to disclose it, directly or indirectly, in any manner whatsoever; provided, however, that (i) any of such information may be disclosed by a Receiving Party to those of its Representatives who need to know such information for the purpose of evaluating the Proposed Transaction (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information confidentially), (ii) any disclosure of such information may be made if a Disclosing Party consents in writing, and (iii) any disclosure of such information may be made as otherwise required by law based upon written advice of counsel to the Receiving Party (including, without limitation, pursuant to any federal or state securities laws or pursuant to any legal, regulatory or legislative proceeding) or as contemplated by the following sentence (the "Legal Exception"). In the event that a Receiving Party or any of its Representatives receives a request to disclose all or any part of the information contained in such Evaluation Material under the terms of a valid and effective subpoena, order, civil investigative demand or similar process or other written request issued by a court of competent jurisdiction or by a federal, state or local, foreign or domestic, governmental or regulatory body or agency, such Receiving Party agrees to the extent practicable to (A) promptly notify the Disclosing Party of the Page 3 existence, terms and circumstances surrounding such request, (B) consult with the Disclosing Party on the advisability of taking legally available steps to resist or narrow such request, and (C) only disclose the information requested after complying with clauses (A) and (B) and exercising reasonable effort (if so requested by the Disclosing Party and at the Disclosing Party's sole expense) to obtain, to the extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such portion of any disclosed information as the Disclosing Party may designate. Each Receiving Party hereby assumes responsibility for all damages resulting from any breach of this Agreement by any of its Representatives or former Representatives. Each Receiving Party hereby acknowledges that it is aware, and that it will advise its Representatives who are informed as to the matters that are the subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer material, non- public information concerning the matters which are the subject of this Agreement from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. In addition, except (i) with the prior written consent of the other party hereto or (ii) pursuant to the Legal Exception, each party hereto will not, and will direct its Representatives not to, disclose to any person either (A) the existence of this Agreement or that the Evaluation Material has been made available to it, or (B) in the event that the parties hereto engage in discussions or negotiations with each other or their Representatives, the fact that discussions or negotiations are taking place concerning the Proposed Transaction or any of the terms, conditions or other facts with respect to any such transaction, including the status thereof. For the avoidance of doubt, NAHC acknowledges and agrees that CGI will be required to comply with the disclosure requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in connection with any evaluation of a Proposed Transaction and that this Agreement or other material facts and circumstances pertaining to the Proposed Transaction may be disclosed by CGI as and to the extent required by Schedule 13D. If and to the extent it is in the written opinion of counsel to a Receiving Party necessary or advisable in litigation to support or defend actions taken by such Receiving Party which are being reviewed or challenged in such proceedings, such Receiving Party may disclose in such proceedings the matters described in the preceding paragraph and its analyses, compilations, forecasts, studies and other materials relating to the Proposed Transaction that were prepared by such Receiving Party and its Representatives. In the event that counsel to Page 4 a Receiving Party determines that it is necessary or advisable to make the disclosures contemplated by the immediately preceding sentence, Receiving Party agrees to (A) promptly notify the Disclosing Party, in advance of any such disclosure, of the existence, terms and circumstances surrounding such a determination, (B) disclose only such information as is reasonably necessary to support or defend actions taken by the Receiving Party, and (C) cooperate with the Disclosing Party in any reasonable requests to narrow or limit any disclosures or, to obtain, to the extent practicable, an order or other reliable assurance that confidential treatment will be accorded to such portion of any disclosed information as the Disclosing Party may designate. In consideration of being furnished the Evaluation Material and in view of the fact that the Evaluation Material consists of confidential and non-public information, each party hereto agrees that, for the period set forth in the last sentence of this paragraph, it and its affiliates (as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act) shall not directly or indirectly without the prior consent of the Board of Directors of the other party hereto (i) in any manner acquire, agree to acquire or make any proposal to acquire any additional securities or property of such other party or any of its subsidiaries, (ii) make, or in any way participate, directly or indirectly, in any "solicitation" of "proxies" (as such terms are used in the proxy rules of the Securities and Exchange Commission) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of such other party or any of its subsidiaries, (iii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of such other party or any of its subsidiaries, except for any "group" comprised solely of affiliates of such party, (iv) otherwise act, alone or in concert with others, to seek to control or influence the management, Board of Directors or policies of such other party, (v) disclose any intention, plan or arrangement inconsistent with the foregoing (other than in accordance with the Legal Exception), or (vi) advise, assist or encourage any other persons in connection with any of the foregoing. Each party hereto also agrees, for the period set forth in the last sentence of this paragraph, not to (a) request the other party hereto or any of its Representatives, directly or indirectly, that it be released from any provision of this paragraph (including this sentence) or (b) without the prior consent of the Board of Directors of the other party hereto, take any action which might require such other party to make a public announcement regarding the possibility of a business combination or merger. If at any time during the period set forth in the last sentence of this paragraph, either party is approached by any third party concerning such party's or the third party's participation in any of the activities described in clauses (i), (ii), (iii) or (iv) above, such party shall promptly inform the other party of the nature of such contact and the parties Page 5 thereto. The agreements set forth in this paragraph shall terminate on September 22, 2008. For a two-year period commencing on the date hereof, each party hereto agrees not to (i) solicit to employ any person who is, at the time of such solicitation, an employee of the other patty hereto or (ii) initiate or maintain any contact (other than in the ordinary course of business) with any court, administrative agency, commission or other governmental authority or instrumentality regarding the operations of the other party hereto or any of its subsidiaries. Although each Disclosing Party has endeavored to include in the Evaluation Material information known to it which it believes to be relevant for the purpose of the Receiving Party's investigation, each Receiving Party understands that neither the Disclosing Party nor any of its Representatives has made or makes any representation or warranty as to the accuracy or completeness of the Evaluation Material. Each Receiving Party agrees that neither the Disclosing Party nor any of its Representatives shall have any liability to the Receiving Party or any of its Representatives resulting from the use of the Evaluation Material. Each Receiving Party agrees to destroy promptly upon request of the Disclosing Party (and in no event later than ten business days after such request) all written or otherwise tangible Evaluation Material provided to it by the Disclosing Party or its Representatives and not to retain any copies, extracts or other reproductions, in whole or in part, of such written or otherwise tangible material, including all other documents, memoranda, notes, other writings and otherwise tangible materials whatsoever prepared by a Receiving Party or its Representatives based, in whole or in part, on the information in the Evaluation Material which were not provided to the Receiving Party or its Representatives. Such destruction shall be certified in writing to the Disclosing Party by an authorized officer of the Receiving Party who shall have supervised such destruction; provided that counsel to a Receiving Party may, if requested by such Receiving Party, retain one copy of any documents, memoranda, notes, other writings and otherwise tangible materials prepared by such Receiving Party or its Representatives, in whole or in part, based upon the Evaluation Material (and such Receiving Party shall notify the Disclosing Party of its retention of any such materials); and provided, further, that any such materials so retained shall be held subject to the terms of this Agreement. Each party hereto acknowledges and agrees that money damages would not be a sufficient remedy for any breach by it of this Agreement, that the other party hereto shall be entitled to equitable relief (including, without limitation, injunction and specific performance) as a remedy for any such breach or threatened breach, and that it shall not oppose the granting of any such relief to such other party. Such remedy shall not be deemed to be the exclusive remedy for Page 6 a breach of this Agreement but shall be in addition to all other remedies available to a party hereto for all damages, costs and expenses (including reasonable attorneys' fees) incurred by it in this regard. Each party hereto agrees that unless and until a definitive agreement with respect to a Proposed Transaction has been executed and delivered, neither it nor the other party hereto will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement or any written or oral expression with respect to such a transaction by any of its Representatives or by any Representatives thereof except, in the case of this Agreement, for the matters specifically agreed to herein. This Agreement (except for the standstill paragraph above, which is not subject to modification, waiver or release) may be modified, waived or released only by a separate writing by the parties hereto expressly so modifying, waiving or releasing this Agreement. Each party hereto acknowledges and agrees that no failure or delay by the other party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement shall be binding upon the respective successors in interest and assigns of the parties hereto and shall inure to the benefit of, and be enforceable by, the respective successors in interest and assigns of the parties hereto. Any notice, request, demand, or other communication required or permitted to be made under this Agreement shall be in writing and shall be delivered personally or shall be sent by facsimile transmission. Any such notice shall be deemed given when so delivered personally or sent by facsimile transmission (and confirmed to have been received) to the address set forth below (or to any other address subsequently furnished in writing by any party hereto, as the case may be, in accordance with this paragraph): if to NAHC to: National Atlantic Holdings Corp. Four Paragon Way Freehold, NJ 07728 Attn: James V. Gorman, Chairman and Chief Executive Officer. if to CGI to: The Commerce Group, Inc. 211 Main Street Webster, MA 01570 Attn: Gerald Fels, Chief Executive Officer Page 7 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provision with a valid, legal and enforceable provision, the effect of which comes as close as possible to that of the invalid, illegal or unenforceable provision. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute the same agreement. This Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made, executed, delivered and performed wholly within the State of New York without regard to the conflicts of laws principles thereof. Each party hereto hereby (i) submits to the jurisdiction of any state or federal court sitting in New York with respect to matters arising out of or relating hereto, (ii) agrees that all claims with respect to such matters may be heard and determined in an action or proceeding in such New York state or federal court and in no other court, (iii) waives the defense of an inconvenient forum, and (iv) agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Very truly yours, NATIONAL ATLANTIC HOLDINGS CORP. By Frank J. Prudente Frank J. Prudente Executive Vice President and Treasurer Corporate Finance Confirmed and Agreed to: THE COMMERCE GROUP, INC. By Gerald Fels Gerald Fels President and Chief Executive Officer Date: September 22, 2006 -----END PRIVACY-ENHANCED MESSAGE-----