UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 17, 2003
Date of Report
(Date of earliest event reported)
THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2599931
(State or other (IRS Employer
jurisdiction Identification
of Incorporation) No.)
211 Main Street Webster, Massachusetts 01570
(Address of principal executive offices) (Zip Code)
(508) 943-9000
(Registrant's telephone number, including area code)
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The Commerce Group, Inc.
Item 4. Changes in REGISTRANT'S CERTIFYING ACCOUNTANT
Pursuant to a vote adopted on May 16, 2003, the
Board of Directors of The Commerce Group, Inc. (the
"Registrant") authorized the Audit Committee of the
Board of Directors (the "Audit Committee") to appoint,
compensate, retain or terminate, and oversee the work
of the Registrant's Independent Auditor engaged for the
purpose of preparing or issuing an audit report or
performing other audit, review or attest services for
the Registrant.
(a) At its meeting on June 16, 2003, the Audit
Committee approved the engagement of the accounting
firm of PricewaterhouseCoopers LLP as independent
accountants for the Registrant for the fiscal year
ending December 31, 2003, subject to the execution of a
satisfactory engagement letter between the Registrant
and PricewaterhouseCoopers LLP. On June 30, 2003, the
Audit Committee of the Registrant executed an
engagement letter with PricewaterhouseCoopers LLP,
engaging them as independent accountants of the
Registrant for the fiscal year ending December 31,
2003.
The Audit Committee dismissed Ernst & Young LLP
effective June 17, 2003.
(b) The reports of Ernst & Young LLP on the
financial statements for the fiscal years ended
December 31, 2002 and 2001 contained no adverse opinion
or disclaimer of opinion and were not qualified as to
uncertainty, audit scope or accounting principles.
(c) During the two most recent fiscal years ended
December 31, 2002, and through the subsequent period
ending June 17, 2003, there has been no disagreement
with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreement, if
not resolved to Ernst & Young LLP's satisfaction, would
have caused them to make reference to the subject
matter of the disagreement in its report.
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The Commerce Group, Inc.
(d) The Registrant has provided Ernst & Young LLP
with a copy of the foregoing disclosure and has
requested that Ernst & Young LLP furnish it with a
letter addressed to the Securities and Exchange
Commission (the "SEC") stating whether it agrees with
the above statements. A copy of the letter from Ernst
& Young LLP to the SEC dated July 3, 2003, is filed as
Exhibit 16.1 to this Form 8-K/A.
(e) Neither the Registrant nor anyone engaged on its
behalf has consulted with PricewaterhouseCoopers LLP
during the Registrants' two most recently completed
fiscal years or during the subsequent interim period
from January 1, 2003, through June 17, 2003, with
regard to either: (i) the application of accounting
principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be
rendered on the Registrant's financial statements; or
(ii) any other matters or reportable events as set
forth in items 304(a)(2)(i) and (ii) of Regulation S-K.
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The Commerce Group, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the
Securities and Exchange Commission dated July 3, 2003.
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 thereunto duly authorized.
July 3, 2003
THE COMMERCE GROUP, INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
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EXHIBIT 16.1
July 3, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated July 3, 2003, of The Commerce Group,
Inc. and are in agreement with the last sentence of paragraph (a) and the
statements in paragraphs (b) and (c) on page 2 therein. We have no basis to
agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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