a5536387.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported)
November
2, 2007
THE
COMMERCE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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001-13672
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04-2599931
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(State
or other
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(Commission
File
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(IRS
Employer
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jurisdiction
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Number)
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Identification
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of
incorporation)
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No.)
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211
Main Street, Webster, Massachusetts 01570
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code: (508)
943-9000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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The
Commerce Group, Inc.
Form
8-K
November
2, 2007
Section
8. Other Events
Item
8.01 Other Events
On
November 2, 2007, Gerald Fels, President, Chief Executive Officer and Chairman
of the Board of The Commerce Group, Inc. (the “Company”) issued a letter to
employees of the Company concerning the merger of the Company with MAPFRE S.A..
The text of the memo is as follows:
Dear
Fellow Employees,
We
are very excited about the future
for Commerce as a member of The MAPFRE Group, but we realize that you have
many
questions. Please continue to take advantage of the new Hot Line
established by the Human Resources Department as a mechanism to send us your
questions, and rest assured that we will do the best that we can to keep you
updated with current information. In that spirit, I would like to
take this opportunity to address personally one question that has been posed
by
many of you: Why did the Commerce Board of Directors look to sell the Company
now and is this related to managed competition?
The
question is understandable, so I
want to make sure there are no misconceptions. Let me assure you that
the Commerce Board of Directors was not looking to sell the
Company. We have always believed, and continue to believe that our
future is brighter than ever, thanks in large part to our tremendous
employees. We are very confident that we can compete successfully in
a competitive market. But, as our founder Arthur J. Remillard, Jr. often noted,
"We are a publicly traded company, so if someone wants to make a reasonable
offer to buy Commerce, our Board of Directors owes a duty to our shareholders,
including our employee shareholders, to consider that offer
seriously." It should not surprise anyone to hear that Arthur had
tremendous foresight, because that is precisely what happened with The MAPFRE
Group.
Last
spring I was contacted by MAPFRE
representatives, who informed me that MAPFRE had been searching for some time
to
buy a property and casualty insurer in the United States to serve as its
platform for nationwide growth, and that MAPFRE had narrowed its search to
Commerce. Several months later, in June 2007, MAPFRE arranged for us
to meet preliminarily with several of its officers to get
acquainted. They presented us with an overview of MAPFRE and asked if
we would be interested in entering into discussions about possibly joining
the
MAPFRE Group. Months of preliminary discussions and meetings ensued,
during which MAPFRE took a long, close look at our Company and studied the
way
that we do business, and our Board of Directors considered the prospect of
a
combination with MAPFRE. While much transpired during this process of
"due diligence," including the announcement in July that the Massachusetts
market will be moving to "managed competition," MAPFRE continued to pursue
negotiations with us. This thorough process culminated in the merger
agreement that we signed with MAPFRE on October 30.
I
am hopeful that this brief
description has answered at least some of your initial questions about what
led
to the Board’s decision to sell the company. The Company’s senior
management and I look forward to working with you and MAPFRE to achieve a
successful conclusion to this exciting transaction.
Thank
you.
Gerald
Fels
The
Commerce Group, Inc.
Form
8-K
November
2, 2007
Additional
Information and Where to Find It
In
connection with the proposed MAPFRE merger, the Company will file a proxy
statement and other materials will be filed with the SEC. WE URGE INVESTORS
TO
READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMMERCE
GROUP, INC. AND THE PROPOSED MERGER. Investors will be able to obtain free
copies of the proxy statement (when available) as well as other filed documents
containing information about the Company on the SEC's website at
http://www.sec.gov. Free copies of the Company's SEC filings are also available
from The Commerce Group, Inc., 211 Main Street, Webster, Massachusetts, 01570
Attention: Investor Relations.
Participants
in the Solicitation
The
Company, MAPFRE and their respective executive officers and directors may be
deemed, under SEC rules, to be participants in the solicitation of proxies
from
the Company's shareholders with respect to the proposed MAPFRE merger.
Information regarding the executive officers and directors of the Company is
set
forth in its definitive proxy statement for its 2007 annual meeting filed with
the SEC on April 17, 2007. Information about MAPFRE's directors and executive
officers is available from its 2006 Annual Report, which can be obtained for
free from its website at www.mapfre.com and will also be available in a Schedule
13D to be filed by MAPFRE S.A. with the SEC. More detailed information regarding
the identity of potential participants, and their direct or indirect interests,
by securities holdings or otherwise, will be set forth in the proxy statement
and other materials to be filed with the SEC in connection with the proposed
merger.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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THE
COMMERCE GROUP, INC. |
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Date:
November 2, 2007
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By:
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/s/ Randall
V. Becker |
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Randall
V. Becker
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Senior
Vice President and Chief Financail Officer
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