United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)
The Commerce Group, Inc.
(Name of Issuer)
Common stock $0.50 Par Value
(Title of Class of Securities)
200641108
(CUSIP Number)
December 31, 2005
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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).
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 7
FEBRUARY 10, 2006
1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Commerce Group, Inc. Employee Stock Ownership Plan
ID#: 04-6643047
2. Check the Appropriate Box if a Member of a Group
(a)[ ]
(b)[ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICAILLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 2,871,257
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER 2,871,257
8. SHARED DISPOSITIVE POWER 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,871,257
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
8.5%
12. Type of Reporting Person
EP
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 7
FEBRUARY 10, 2006
Item 1.
a. The Commerce Group, Inc.
b. 211 Main Street, Webster, MA 01570
Item 2.
a. The Commerce Group, Inc. Employee Stock Ownership Plan
("Plan")
b. 211 Main Street, Webster, MA 01570
c. Massachusetts
d. Common stock
e. CUSIP 200641108
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), check whether the person filing is a:
(f) An Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
Item 4. Ownership
At December 31, 2005, the Plan was the record owner of a total of 2,871,257
shares of common stock of the issuer, or approximately 8.5% of the issuer's
outstanding common stock (issued less treasury shares). The Plan, acting
through its Trustee, Fidelity Management Trust Company, has the sole power
to dispose or direct disposition of such shares while they remain in the
Plan, except as hereafter noted. Plan Participants who are current
employees of The Commerce Group, Inc. or its subsidiaries (the "Company")
and who are 100% vested in their Plan accounts can annually elect to
transfer out of the Plan up to 100% of their allocated Company stock in the
form of an eligible rollover distribution into another eligible retirement
plan, such as a qualified individual retirement arrangement. Approximately
2,177,000 shares held by the Plan at December 31, 2005 are allocated to the
Plan accounts of these individuals. Plan Participants who are former
employees of the Company are 100% vested in their Plan account and may
generally elect to withdraw from the Plan the shares allocated to their
accounts at any time. Approximately 534,000 shares held by the Plan at
December 31, 2005 are allocated to the Plan accounts of these individuals.
The remaining approximately 160,000 shares held by the Plan at December 31,
2005 are allocated to the Plan accounts of Participants who have not yet
reached 100% vesting in their account balances. Disposition of these
unvested shares is restricted under the Plan. The shares allocated to
Participant accounts are voted as directed by the account holders;
unallocated shares, if any, and shares as to which no voting instructions
have been received are voted by the Plan Trustee.
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 7
FEBRUARY 10, 2006
Item 5. Ownership of Five Percent or Less of a Class
Item 5 is not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Item 7 is not applicable
Item 8. Identification and Classification of Members of the
Group
Item 8 is not applicable
Item 9. Notice of Dissolution of Group
Item 9 is not applicable
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 7
FEBRUARY 10, 2006
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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.
February 10, 2006
/s/ Randall V. Becker, Trustee
Randall V. Becker, ESOP Committee Member
The Commerce Group, Inc.
Employee Stock Ownership Plan
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