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)
December 4, 2003
THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 001-13672 04-2599931
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of Incorporation) No.)
211 Main Street, Webster, Massachusetts 01570
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(508) 943-9000
Page 1 of 4
The Commerce Group, Inc.
Form 8-K
December 4, 2003
Item 9. REGULATION FD DISCLOSURE
The following information, including the text of the press
release attached as an Exhibit to this Form 8-K, is furnished
pursuant to Item 9, "Regulation FD Disclosure".
On December 2, 2003, The Commerce Group, Inc. (the
"Company") issued a press release announcing an Agreement to
Issue $300 Million of Senior Notes Due 2013. A copy of the press
release is attached as Exhibit 99.1 to this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
THE COMMERCE GROUP, INC.
December 4, 2003
/s/ Randall V. Becker
Randall V. Becker
Treasurer and Chief Accounting Officer
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Exhibit 99.1
Press Release
RELEASE: Immediate (December 2, 2003)
CONTACT: Randall V. Becker
Treasurer
(508) 949-4129
The Commerce Group, Inc.
Announces Agreement to Issue
$300 Million of Senior Notes Due 2013
WEBSTER, Mass., December 2, 2003 -- The Commerce Group, Inc. (NYSE -
CGI) today announced that it has entered into an agreement with a
syndicate of underwriters to sell $300 million of Ten Year Senior
Notes. The notes will carry a coupon of 5.95% and are priced at
99.324 to yield 6.041%. Closing is expected to occur on December 9,
2003. Interest on the notes will be payable semi-annually, beginning
on June 9, 2004. The net proceeds of the offering will be used for
general corporate purposes, including enhancement of the capital
position of the Company's insurance operating subsidiaries in support
of recent premium growth, as well as to continue diversification
efforts outside of Massachusetts.
The joint book-running managers for this offering are Bear, Stearns &
Co. Inc. and Merrill Lynch & Co.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the notes.
About The Commerce Group, Inc.
The Commerce Group, Inc. is headquartered in Webster, Massachusetts.
Property and casualty insurance subsidiaries include The Commerce
Insurance Company and Citation Insurance Company in Massachusetts,
Commerce West Insurance Company in California, and American Commerce
Insurance Company in Ohio. Through its subsidiaries' combined
insurance activities, the Company is ranked as the 22nd largest
personal automobile insurance group in the country by A.M. Best, based
on 2002 direct written premium information.
Page 3 of 4
CGI Announces Agreement to Issue $300 Million of Senior Notes due 2013
(page 2 of 2)
Forward Looking Statements
This press release contains some statements that are not historical
facts and are considered "forward-looking statements" as defined in
the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements involve opinions, assumptions and predictions, and
no assurance can be given that the future results will be achieved
since events or results may differ materially as a result of risks
facing the Company. These include, but are not limited to, those
risks and uncertainties in the Company's business, some of which are
beyond the control of the Company, that are described in the Company's
recently filed registration statement on Form S-3, its Forms 10-K and
10-Q, and other documents filed with the SEC, including the
possibility of adverse catastrophe experience and severe weather,
adverse trends in claim severity or frequency, adverse state and
federal regulation and legislation, adverse judicial decisions,
litigation risks, interest rate risk, rate making decisions for
private passenger automobile policies in Massachusetts, potential rate
filings outside of Massachusetts, heightened competition,
concentration of business within Massachusetts, dependence on certain
principal employees, as well as the economic, market or regulatory
conditions and risks associated with entry into new markets and
diversification. The Commerce Group, Inc. is not under any obligation
to (and expressly disclaims any such obligations to) update or alter
its forward-looking statements, whether as a result of new
information, future events or otherwise.
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