United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Preferred Income Opportunity Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037H-10-4
(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)
September 10, 2002
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [X]
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).
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
SEPTEMBER 19, 2002
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. ID 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 BOX 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
SOLE VOTING POWER 3,756,043
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 3,756,043
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,756,043
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
14. TYPE OF REPORTING PERSON
[HC]
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
SEPTEMBER 19, 2002
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Preferred Income Opportunity Fund (the "Fund"), a Maryland
business trust registered as an investment company under the Investment
Company Act of 1940, as amended (the "Investment Company Act"). The principal
executive offices of the Fund are located at 301 E. Colorado Blvd, Ste 720,
Pasadena, California, 91101.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (f) This Schedule 13D is being filed by The Commerce Group Inc.
(the "Reporting Person"), 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. No material changes have
taken place with respect to director or officer information of the Reporting
Person.
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. The cost of such shares aggregated
approximately $45,165,771.
ITEM 4. PURPOSE OF TRANSACTION
No material change have taken place since the previous filing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's reports with the Securities and Exchange Commission
report that 11,263,852 Shares are outstanding. Based upon such number, the
Reporting Person beneficially owns 33.3% of the Fund's outstanding Shares.
(b) Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 3,756,043 Shares, over which it has sole
power of disposition and voting. Such number of Shares represents
approximately 33.3% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 3,541,643 $42,802,857
American Commerce Insurance Company 200,000 2,200,000
Commerce West Insurance Company 14,400 162,914
Totals 3,756,043 $45,165,771
(c) Subsequent to July 16, 2002, the Reporting Person has effected the
following sales in the shares of Common Stock, all of which were made on the
New York Stock Exchange (see attached Annex B). All transactions prior to
July 17, 2002 were reported on previous Schedule 13D filings made with the
Securities and Exchange Commission.
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
SEPTEMBER 19, 2002
(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) It is inapplicable to state the date on which the Reporting Person
ceased to be the beneficial owner of more than five percent of the Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person does not have any contract, arrangement,
understanding or relationship (legal or otherwise) with any person with
respect to any securities of the Fund, including, but not limited to, the
transfer or voting of any such securities, finders' fees, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Annex A Item 5(c) Information
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
SEPTEMBER 19, 2002
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.
September 19, 2002 THE COMMERCE GROUP, INC.
/s/Gerald Fels
Gerald Fels
Executive Vice President &
Chief Financial Officer
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ANNEX B
Item 5 (c) - Information
As of July 17, 2002
SALES from 07/17/02 - 09/10/02
PFO 74037H-10-4 PREFERRED INCOME OPPORTUNITY FUND
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
07/22/02 07/25/02 24,800 $12.20 $ 301,558.89
07/22/02 07/25/02 200 12.45 2,481.92
07/23/02 07/26/02 15,100 12.30 185,120.40
07/23/02 07/26/02 1,000 12.40 12,359.63
07/24/02 07/29/02 8,100 11.95 96,468.08
07/24/02 07/29/02 1,100 12.00 13,155.60
07/24/02 07/29/02 800 12.10 9,647.71
08/05/02 08/08/02 8,900 12.50 110,890.65
08/06/02 08/09/02 7,200 12.50 89,709.29
08/21/02 08/26/02 25,700 12.50 320,212.33
09/04/02 09/09/02 5,600 12.60 70,333.87
09/05/02 09/10/02 1,400 12.61 17,597.46
09/05/02 09/10/02 1,400 12.60 17,583.47
09/09/02 09/12/02 8,900 12.50 110,890.65
09/10/02 09/13/02 8,900 12.50 110,890.65
COMPANY TOTALS 119,100 $1,468,900.60
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