United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
John Hancock Patriot Premium Dividend Fund II
(Name of Issuer)
Common Stock
(Title of Class of Securities)
41013T-10-5
(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)
April 30, 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).
Page 1 of 12
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 9, 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 5,417,800
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 5,417,800
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,417,800
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.1%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 12
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 9, 2002
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of John Hancock Patriot Premium Dividend Fund II (the "Fund"),
a Massachusetts 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 101
Huntington Avenue, Boston, MA, 02119-7603.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) 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. The name,
business address and principal occupation of each director and officer of
the Reporting Person are set forth on Annex A hereto, which is
incorporated by reference. All information in this Schedule 13D with
respect to the persons listed on Annex A is given to the knowledge of the
Reporting Person.
(d) During the past five years, neither the Reporting Person nor any
of the persons listed on Annex A has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Reporting Person nor any
of the persons listed on Annex A has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) All of the individuals listed in Annex A are citizens of the
United States.
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 amount of the funds
used to purchase such shares aggregated approximately $58,599,515.
Page 3 of 12
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 9, 2002
ITEM 4. PURPOSE OF TRANSACTION
The shares of beneficial interest of the Fund ("Shares") held by the
Reporting Person were acquired in the ordinary course of business by the
Reporting Person for the purpose of investment and capital appreciation.
In pursuing this investment philosophy, the Reporting Person routinely
monitors the performance, trading prices, investment strategy and
portfolio securities of the Fund, and of other investment funds in which
it invests, and may discuss such matters with fund management,
shareholders, or others. The Reporting Person, as an insurance company
holding company, is entitled to file securities ownership reports required
by the Securities and Exchange Act of 1934 on Schedule 13G. Under amended
rules under the Securities Exchange Act of 1934, a person reporting on
Schedule 13G may elect to convert such filing to a Schedule 13D, in part,
to ensure that discussions with management, or other actions by the
Reporting Person, do not limit the Reporting Person's ability to acquire
additional Shares, or to vote the shares it already owns. Accordingly, in
order to maintain desired flexibility for such transactions and
discussions, the Reporting Person elected to convert its ownership filing
on Schedule 13G to a filing on Schedule 13D with the filing of its initial
Schedule 13D.
The matters which the Reporting Person intends to consider, discuss
or pursue may include additional purchases of Shares, ceasing the purchase
of additional Shares, sales of Shares or one or more of the items
described in items (a) through (j) of Item 4 of General Reporting Rules.
Whether any of such actions are taken by the Reporting Person will depend
upon the Reporting Person's evaluation of several factors, including the
Fund's business and prospects, future developments, the level of discount
in Share market prices from net asset value ("NAV"), the performance of
the Funds' investments, the availability of funds to the Reporting Person,
alternative uses of funds, stock and money market conditions, and general
economic conditions. Such factors may materially affect the Reporting
Person's decision to purchase additional Shares, or take other actions,
and may result in the Reporting Person's increasing its ownership to a
majority or more of the outstanding Shares, and/or proposing changes in
operations, governance or capitalization of the Fund. The Reporting
Person will review its investment in the Fund from time to time and
reserves the right to take or not take any action it deems to be in its
best interest or to change its intention as set forth in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's reports with the Securities and Exchange Commission
report that 15,002,724 Shares are outstanding. Based upon such number,
the Reporting Person beneficially owns 36.1% of the Fund's outstanding
Shares.
(b) The Reporting Person is the beneficial owner (through its
insurance subsidiaries as listed below) of 5,417,800 Shares, over which it
has sole power of disposition and voting. Such number of Shares
represents approximately 36.1% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 4,982,300 $53,996,369
American Commerce Insurance Company 300,000 3,106,588
Commerce West Insurance Company 135,500 1,496,558
Totals 5,417,800 $58,599,515
Page 4 of 12
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 9, 2002
(c) Subsequent to December 19, 2001, the Reporting Person has
effected the following purchases in the shares of Common Stock, all of
which were made on the New York Stock Exchange (see attached Annex B).
Purchases prior to December 20, 2001 were reported on previous Schedule
13D filings.
(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 Officers and Directors of Reporting Person and Insurance
Subsidiaries
Annex B Item 5(c) Information
Page 5 of 12
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 9, 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.
May 9, 2002 THE COMMERCE GROUP INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
Page 6 of 12
ANNEX A
THE COMMERCE GROUP, INC.
211 Main Street, Webster, MA 01570
DIRECTORS
Herman F. Becker..................... President and owner, Sterling Realty and Huguenot
Development Corporation
Joseph A. Borski, Jr................. Self-employed Certified Public Accountant
Eric G. Butler....................... Retired Vice President and General Claims Manager
of Commerce and Citation
Henry J. Camosse..................... Retired President, Henry Camosse & Sons Co., Inc.,
a building and masonry supplies company
Gerald Fels.......................... Executive Vice President and Chief Financial
Officer of the Company; President and Chief
Operating Officer of Commerce and Citation
David R. Grenon...................... Retired CEO, President and Chairman Emeritus of
The Protector Group Insurance Agency, Inc.;
President E-C Realty Corporation
Robert W. Harris..................... Retired Treasurer, H.C. Bartlett Insurance Agency,
Inc.
Robert S. Howland.................... Retired Clerk, H.C. Bartlett Insurance Agency,
Inc.
John J. Kunkel....................... President and Treasurer, Kunkel Buick and GMC
Truck; Treasurer, Kunkel Bus Company
Raymond J. Lauring................... Retired President, Lauring Construction Company
Normand R. Marois.................... Retired Chairman of the Board, Marois Bros., Inc.,
a contracting firm
Suryakant M. Patel................... Retired physician who specialized in internal
medicine
Arthur J. Remillard, Jr.............. President, Chief Executive Officer and Chairman
of the Board of the Company
Arthur J. Remillard, III............. Senior Vice President and Assistant Clerk of
the Company; Senior Vice President of Commerce
and Citation in charge of Policyholder Benefits
Regan P. Remillard................... Senior Vice President of the Company; President
and Secretary of Commerce West Insurance Company;
President of ACIC Holding Co., Inc.; President,
Vice Chairman of the Board and Chief Executive
Officer of American Commerce Insurance Company
Gurbachan Singh...................... Retired physician who specialized in general
surgery
John W. Spillane..................... Clerk of the Company and practicing attorney
Page 7 of 12
ANNEX A
DIRECTORS OF
COMMERCE HOLDINGS, INC.
The Commerce Insurance Company
Commerce West Insurance Company
Citation Insurance Company
211 Main Street, Webster, MA 01570
Arthur J. Remillard, Jr........... President and Chairman of the Board of Commerce
Holdings, Inc.; Chief Executive Officer and Chairman
of the Board of The Commerce Insurance Company, Inc.;
Chairman of the Board Commerce West Insurance Company
Gerald Fels....................... President, Chief Operating Officer and Chief
Financial Officer of The Commerce Insurance Company
and Citation Insurance Company; Treasurer, Commerce
Holdings, Inc.; Investment Officer of Commerce West
Insurance Company
Arthur J. Remillard, III.......... Senior Vice President and Clerk
Regan P. Remillard................ Senior Vice President; President and Secretary of
Commerce West Insurance Company
James A. Ermilio.................. Senior Vice President and General Counsel
David R. Grenon................... Retired CEO, President and Chairman Emeritus of
The Protector Group Insurance Agency, Inc.;
President E-C Realty Corporation
John M. Nelson.................... Chairman of Commonwealth National Bank
Suryakant M. Patel................ Retired physician who specialized in internal
medicine
William G. Pike................... Executive Vice President and Chief Financial Officer
of Granite State Bankshares, Inc.
H. Thomas Rowles.................. Chairman of the Board of ACIC Holding Co., Inc.;
Chairman of the Board of American Commerce Insurance
Company; Director of AAA Southern New England
Mark A. Shaw ..................... Treasurer of ACIC Holding Co., Inc.; President, Chief
Executive Officer and Director of AAA Southern New
England
Page 8 of 12
ANNEX A
DIRECTORS OF
American Commerce Insurance Company
3590 Twin Creeks Drive, Columbus, OH 43204
H. Thomas Rowles.................. Chairman of the Board of ACIC Holding Co., Inc.;
Chairman of the Board of American Commerce Insurance
Company; Director of AAA Southern New England
Regan P. Remillard................ President of ACIC Holding Co., Inc.; President, Vice
Chairman of the Board and Chief Executive Officer of
American Commerce Insurance Company; Senior Vice
President of The Commerce Group, Inc.; President and
Secretary of Commerce West Insurance Company
Mark A. Shaw...................... Treasurer of ACIC Holding Co., Inc.; President,
Chief Executive Officer and Director of AAA Southern
New England
Gerald Fels....................... Executive Vice President and Chief Financial Officer
of The Commerce Group, Inc.
Patrick W. Doherty................ President and Chief Executive Officer of AAA Oklahoma
Terry R. Farias................... President and Chief Executive Officer of AAA Hoosier
Motor Club
Richard S. Hamilton............... President of AAA West Pennsylvania/West
Virginia/South Central Ohio
Charles B. Liekweg................ President and Chief Executive Officer of AAA
Washington
D. James McDowell................. President and Chief Executive Officer of AAA Arizona
Peter C. Ohlheiser................ President of Ohio Motorists Association
John D. Porter.................... President and Chief Executive Officer of AAA
Oregon/Idaho
Otto T. Wright.................... President and Chief Executive Officer of East
Tennessee Automobile Club, Inc.
Page 9 of 12
ANNEX A
THE COMMERCE GROUP, INC.
211 Main Street, Webster, MA 01570
OFFICERS OF THE COMMERCE GROUP, INC.
President, Chief Executive Officer and Chairman of the Board..... Arthur J. Remillard, Jr.
Executive Vice President and Chief Financial Officer............. Gerald Fels
Senior Vice President and Assistant Clerk........................ Arthur J. Remillard, III
Senior Vice President............................................ Regan P. Remillard
Senior Vice President and General Counsel........................ James A. Ermilio
Vice President................................................... Joseph J. Staffieri
Clerk............................................................ John W. Spillane
Treasurer and Chief Accounting Officer........................... Randall V. Becker
Vice President and Corporate Compliance Officer.................. Robert E. McKenna
Assistant Vice President and Assistant General Counsel........... Thomas D. Jungeberg
Assistant Treasurer.............................................. Thomas A. Gaylord
Officers of Massachusetts INSURANCE Subsidiaries
Chief Executive Officer and Chairman of the Board................ Arthur J. Remillard, Jr.
President, Chief Operating Officer and Chief Financial Officer... Gerald Fels
Senior Vice President and Secretary.............................. Arthur J. Remillard, III
Senior Vice President and General Counsel........................ James A. Ermilio
Senior Vice Presidents........................................... David H. Cochrane
Peter J. Dignan
Regan P. Remillard
Joyce B. Virostek
Vice Presidents.................................................. Karen A. Lussier
Robert E. McKenna
Michael J. Richards
Angelos Spetseris
Joseph J. Staffieri
Henry R. Whittier, Jr.
Assistant Vice President and Assistant General Counsel........... Thomas D. Jungeberg
Assistant Vice Presidents...................... David P. Antocci James E. Gow
Robert M. Blackmer Susan A. Horan
Stephen R. Clark John V. Kelly
Raymond J. DeSantis Donald G. MacLean
Warren S. Ehrlich Patrick J. McDonald
Richard W. Goodus Robert L. Mooney
Emile E. Riendeau
Treasurer and Chief Accounting Officer........................... Randall V. Becker
Assistant Treasurer.............................................. Thomas A. Gaylord
Page 10 of 12
ANNEX A
Officers of American Commerce Insurance Company
211 Main Street, Webster, MA 01570
Chairman of the Board.............................................. H. Thomas Rowles
President, Vice Chairman of the Board and Chief Executive Officer.. Regan P. Remillard
Senior Vice President and Chief Financial Officer.................. Michael V. Vrban
General Counsel and Secretary...................................... James A. Ermilio
Treasurer.......................................................... Richard B. O'Hara
Vice President..................................................... Gregory S. Clark
Vice President..................................................... Joseph B. Phillips, Jr.
Assistant Vice President........................................... William J. Hafer
Assistant Vice President........................................... Jeffrey B. Alexander
Assistant General Counsel and Assistant Secretary.................. Thomas D. Jungeberg
Page 11 of 12
ANNEX B
Item 5 (c) - Information
AS OF APRIL 30, 2002
PURCHASES 12/20/01-4/30/02
PDT 41013T-10-5 JOHN HANCOCK PATRIOT DIV FUND II
TRADE DATE Settlement Date Shares Price Acquisition Cost
12/20/01 12/26/01 1,700 $11.00 $ 18,768.00
12/21/01 12/27/01 18,500 11.00 204,240.00
12/26/01 12/31/01 900 11.00 9,936.00
1/10/02 1/15/02 19,800 11.10 220,572.00
2/22/02 2/27/02 7,300 11.06 81,030.00
2/25/02 2/28/02 1,500 11.05 16,635.00
3/4/02 3/7/02 4,300 11.20 48,332.00
3/6/02 3/11/02 1,500 11.15 16,785.00
3/7/02 3/12/02 2,300 11.15 25,737.00
3/25/02 3/28/02 7,500 11.09 83,475.00
4/2/02 4/5/02 1,100 11.10 12,254.00
4/3/02 4/8/02 700 11.10 7,798.00
4/4/02 4/9/02 5,900 11.10 65,726.00
4/5/02 4/10/02 10,000 11.10 111,400.00
4/11/02 4/16/02 4,100 11.10 45,674.00
4/12/02 4/17/02 5,700 11.10 63,498.00
4/19/02 4/24/02 11,400 11.10 126,996.00
4/22/02 4/25/02 300 11.10 3,342.00
4/30/02 5/3/02 44,700 11.05 495,723.00
TOTAL 149,200 $1,657,921.00
Page 12 of 12