a5583612.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by
the Registrant [X]
Filed
by a
Party other than the Registrant [ ]
Check
the
appropriate box:
[
] Preliminary
Proxy Statement
[
]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[
] Definitive
Proxy Statement
[
] Definitive
Additional Materials
[X]
Soliciting Material Pursuant to §240.14a-12
The
Commerce Group, Inc.
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of
Filing Fee (Check the appropriate box):
[X] No
fee required.
[
] Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
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4)
|
Proposed
maximum aggregate value of
transaction:
|
[
] Fee paid
previously with preliminary materials.
[
] Check box if
any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Previously Paid
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Schedule or Registration Statement
No.:
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On
January 11, 2008, Gerald Fels,
President, Chief Executive Officer and Chairman of the Board of The Commerce
Group, Inc. sent an e-mail to employees regarding the merger with MAPFRE, SA
and
the February 14, 2008 Special Meeting of Shareholders. The text of the e-mail
is
as follows.
To: |
All
Employees |
From: |
Gerald
Fels |
Date: |
January
11,
2008 |
Subject: |
Merger
Proxy In Mail – Please Remember To
Vote |
On
February 14, 2008, The Commerce Group, Inc. will hold a special meeting at
which
shareholders will vote on the company’s proposed merger with
MAPFRE.
A
notice
of this meeting, in the form of a proxy statement, has been mailed to all
shareholders including employees who are participants in the company’s ESOP. The
proxy statement provides a good overview of the proposed merger and the events
leading up to it.
I
recommend that all of you read the proxy statement, as it gives the rationale
as
to why the board of directors unanimously approved the merger and have all,
individually, agreed to vote in favor of the proposed merger.
Those
of
you who are ESOP participants are entitled to vote on the proposed merger.
I
urge all ESOP participants to vote in favor of the transaction as
well.
Whatever
decision you make, however, should be based on facts and not on rumors or
speculation. The proxy statement provides all the information you need to make
an informed decision. Should you need any assistance in casting your vote,
please contact our proxy solicitor MacKenzie Partners toll-free at (800)
322-2885 or leave a message on the Merger Matters hotline.
This
is an
important milestone for our company. As part of a much larger, established
global and diversified insurance enterprise, we will, however, be faced with
some change. At the same time, this change will present us with new
opportunities.
This
merger represents MAPFRE’s largest investment ever. Like us, they want this
merger to be successful. It goes to say without question, that with all of
us
working together, this will be a successful merger.
Additional
information and where to find it
In
connection with the proposed MAPFRE merger, the Company has filed 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 BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMMERCE GROUP, INC. AND THE PROPOSED
MERGER. Investors will be able to obtain free copies of the proxy statement
as
well as other filed documents containing information about Commerce on our
website at http://www.commerceinsurance.com/content/investors or 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 proxy solicitation
Commerce,
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 Commerce executive officers and
directors is set forth in its definitive proxy statement for our 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
is
also available in a Schedule 13D filed by MAPFRE S.A. with the SEC on November
8, 2007. 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.