United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )1
National Atlantic Holdings Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63253Y-10-7
(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.
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CUSIP No. 63253Y-10-7 THE COMMERCE GROUP, Inc.
SCHEDULE 13G
AMENDMENT NO.
FEBRUARY 13, 2006
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Commerce Group Inc.
ID# 04-2599931
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
Not Applicable (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 610,672
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER REPORTING 610,672
8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
610,672
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES. [ ]
Not Applicable
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%
12. TYPE OF REPORTING PERSON
HC
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CUSIP No. 63253Y-10-7 THE COMMERCE GROUP, Inc.
SCHEDULE 13G
AMENDMENT NO.
FEBRUARY 13, 2006
ITEM 1(a). Name of Issuer
National Atlantic Holdings Corporation
ITEM 1(b). Address of Issuer's Principal Executive Offices
4 Paragon Way
Freehold, NJ 07728
ITEM 2(a). Name of Person Filing
The Commerce Group, Inc.
ITEM 2(b). Address of Principal Business Office, or if None, Residence
211 Main Street, Webster, MA 01570
ITEM 2(c). Citizenship
Organized under the laws of the Commonwealth of Massachusetts
ITEM 2(d). Title of Class of Securities
Common Stock
ITEM 2(e). Cusip Number
63253Y-10-7
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:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. 63253Y-10-7 THE COMMERCE GROUP, Inc.
SCHEDULE 13G
AMENDMENT NO.
FEBRUARY 13, 2006
ITEM 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 610,672
(b) Percent of class: 5.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 610,672
(ii) Shared power to vote or to direct the vote 0,
(iii) Sole power to dispose or to direct the disposition of
610,672
(iv) Shared power to dispose or to direct the disposition of 0
ITEM 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities check the following [ ].
Not Applicable
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or
Control Person.
The Commerce Insurance Company - (IC)
ITEM 8. Identification and Classification of Members of the Group.
Not Applicable
ITEM 9. Notice of Dissolution of Group.
Not Applicable
ITEM 10. Certifications.
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 not held for the purpose
of or with 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 such purpose or effect.
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CUSIP No. 63253Y-10-7 THE COMMERCE GROUP, Inc.
SCHEDULE 13G
AMENDMENT NO.
FEBRUARY 13, 2006
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 13, 2006 THE COMMERCE GROUP INC.
/s/ Gerald Fels
Gerald Fels
Executive Vice President &
Chief Financial Officer
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