-----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, O3dQkvhIiDVz3yfUunBiOPWWRQTHBGh2X1EbiBZOSFen8xJ3Kb0UjCGvvISTaMG8 0QzVNC996pxOINN+uRjiwg== 0000811612-06-000069.txt : 20061208 0000811612-06-000069.hdr.sgml : 20061208 20061208160349 ACCESSION NUMBER: 0000811612-06-000069 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 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: 061265810 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 nataltcorp-nahc13d2tag.txt NATIONAL ATLANTIC HOLDINGS CORPORATION - EFF 12/8/06 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) December 8, 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. 2 DECEMBER 8, 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. 2 DECEMBER 8, 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 Item 4 of this Schedule 13D is hereby amended as follows: Following preliminary discussions with the management of the Issuer, Commerce and the Issuer have decided not to pursue a business combination or other strategic transaction with one another at this time. Except as set forth in this Item 4 and elsewhere in this Statement, Commerce does not have any plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Commerce reserves the right to change its intentions with respect to any of the foregoing matters at any time without prior notice. 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 Issuer's outstanding Shares. Page 3 of 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 2 DECEMBER 8, 2006 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER - continued (b) The Reporting Person is the beneficial owner (through its insurance subsidiary 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 Commerce and the Issuer have signed a Confidentiality and Standstill Agreement. A copy of the agreement was filed by Commerce with the Securities and Exchange Commission as an exhibit to Amendment No. 1 to Schedule 13D for the Issuer on September 26, 2006. The agreement, among other things, 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 (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 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 (as defined in the Agreement)), or (vi) advise, assist or encourage any other persons in connection with any of the foregoing. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. Page 4 of 5 CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC. SCHEDULE 13D AMENDMENT No. 2 DECEMBER 8, 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. December 8, 2006 THE COMMERCE GROUP INC. /s/ Robert E. McKenna Robert E. McKenna Treasurer and Chief Accounting Officer Page 5 of 5 -----END PRIVACY-ENHANCED MESSAGE-----