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)
April
11, 2008
THE COMMERCE GROUP,
INC.
(Exact
name of registrant as specified in its charter)
Massachusetts |
001-13672 |
04-2599931 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Commerce Group, Inc.
Form 8-K
April
11, 2008
Section 8. Other Events
Item
8.01 Other Events.
On April 11, 2008, Massachusetts Commissioner of Insurance, Nonnie S.
Burnes, issued a Notice of Hearing (“Notice”) regarding the proposed
acquisition of control, pursuant to Massachusetts General Laws Chapter
175, § 206B, by Mapfre S.A. (“Mapfre”) and its ultimate controlling
parent Fundación Mapfre, of The Commerce Insurance Company and Citation
Insurance Company by and through the merger (the “Merger”) of a
subsidiary of Mapfre with and into The Commerce Group, Inc. (the
“Company”) (NYSE:CGI).
Pursuant to the Notice, a copy of which is attached as Exhibit 99.1, the
hearing will be held at 10:00 a.m. on May 1, 2008. See the attached
Notice for full details.
We continue to expect the closing of the Merger will occur during second
quarter of 2008. Additionally, the Company has elected to postpone its
Annual Meeting of Shareholders, which normally would have occurred on
May 16, 2008.
The Company will announce its first quarter 2008 earnings as part of the
filing of its March 31, 2008 Quarterly Report on Form 10-Q, which will
be filed with the Securities and Exchange Commission no later than May
12, 2008.
Forward-Looking Statements
It should be noted that this release might contain certain statements
that may be considered forward-looking statements. The Commerce Group,
Inc. refers you to its Form 8-K filed March 19, 2008 and its 2007 Form
10-K filed February 29, 2008 for a description of the Company’s business
environment and important other factors that may affect its business,
including its language regarding forward-looking statements.
Section 9. Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Notice of Public Hearing in the matter of the Acquisition
of Control of the Commerce Insurance Company and Citation Insurance
Company by Mapfre S.A. and its ultimate controlling person Fundación
Mapfre dated April 11, 2008
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.
THE COMMERCE GROUP, INC. |
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April 11, 2008 |
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/s/ Randall V. Becker |
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Randall V. Becker |
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Senior Vice President and Chief Financial Officer |