a5701549.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported)
June
4, 2008
THE
COMMERCE GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Massachusetts
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001-13672
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04-2599931
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(State
or other
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(Commission
File
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(IRS
Employer
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jurisdiction
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Number)
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Identification
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of
incorporation)
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No.)
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211 Main Street, Webster,
Massachusetts 01570
(Address
of principal executive
offices) (Zip
Code)
Registrant’s
telephone number, including area code: (508) 943-9000
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
The
Commerce Group, Inc.
Form
8-K
June
4, 2008
Section
5. Corporate Governance and Management
Item
5.01 Change in Control of
Registrant
Mapfre
S.A., a
company organized under the laws of Spain ("Mapfre"), today completed its
acquisition of all of the outstanding voting securities of The Commerce Group,
Inc. (the "Company") through the merger (the "Merger")
of Magellan Acquisition Corp., an indirect wholly-owned subsidiary of Mapfre,
with and into the Company. The Merger was effective on June 4, 2008 at 4:01
p.m., Eastern Daylight Time (the "Effective Time"). The Merger occurred pursuant
to the Agreement and Plan of Merger, dated as of October 30, 2007 (the "Merger
Agreement"), by and among the Company, Mapfre and Magellan Acquisition Corp.
Information regarding the Merger Agreement and Mapfre was previously reported
within the meaning of SEC Rule 12b-2 in the Company's definitive proxy statement
dated January 8, 2008 and is incorporated by reference herein.
As of the
Effective Time, all of the shares of Company common stock issued and
outstanding immediately prior to the Effective Time were converted into the
right to receive $36.70 per share in cash (the "Merger Consideration"), except
that any share of Company common stock owned directly or indirectly by Mapfre,
Magellan Acquisition Corp. or the Company was
canceled and retired and ceased to exist and no cash or other
consideration will be delivered or deliverable in exchange
therefor.
As of the
Effective Time, the Company Common Stock ceased to be quoted on the New York
Stock Exchange and will be deregistered under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), at which time the Company no longer will
have any obligation to file periodic reports under the Exchange
Act.
On June 4,
2008, MAPFRE and the Company issued a press release which jointly announced that
MAPFRE has completed its acquisition of CGI. A copy of the press release is
attached as Exhibit 99.1.
Section
9. Financial Statements and Exhibits
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibits
Exhibit
99.1 Press release dated June 4, 2008 issued by MAPFRE and the
Company
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 hereunto
duly authorized.
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THE
COMMERCE GROUP, INC.
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June 4,
2008 |
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/s/
Randall V. Becker
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Randall
V. Becker
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Senior
Vice President and Chief Financial Officer
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