United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
The Commerce Group, Inc.
(Name of Issuer)
Common stock $0.50 Par Value
(Title of Class of Securities)
200641108
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7).
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 disclosure 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).
CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 3
FEBRUARY 14, 2002
1. NAME OF REPORTING PERSON
S.S. OR 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
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
2,973,457
6. SHARED VOTING POWER
N/A
7. SOLE DISPOSITIVE POWER
2,973,457
8. SHARED DISPOSITIVE POWER
N/A
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,973,457
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
9%
12. TYPE OF REPORTING PERSON*
EP
CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 3
FEBRUARY 14, 2002
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), check whether the person filing
is a:
(f) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund.
Item 4. Ownership
At December 31, 2001, the Plan was the record owner of a total of
2,973,457 shares of common stock of the issuer, or approximately 9% of
the issuer's outstanding common stock. The Plan, acting through its
Trustees, 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 2,175,000 shares owned
by the Plan at December 31, 2001 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 579,000 shares owned by the Plan at December 31,
2001 are allocated to the Plan accounts of these individuals. The
remaining approximately 219,000 shares owned by the Plan at December 31,
2001 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 Trustees.
CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 3
FEBRUARY 14, 2002
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.
CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 3
FEBRUARY 14, 2002
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes 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 on behalf of
The Commerce Group, Inc. Employee Stock Ownership Plan is true, complete
and correct.
February 14, 2002
Date
Signature
Randall V. Becker, Trustee
The Commerce Group, Inc.
Employee Stock Ownership Plan