United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Preferred Income Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037G-10-6
(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)
February 13, 2003
(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 7
CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
February 26, 2003
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 2,746,800
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 2,746,800
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,746,800
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.3%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 7
CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 26, 2003
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Preferred Income Fund, Inc. (the "Fund"), a Maryland 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 c/o Flaherty & Crumrine, Inc. 301 E.
Colorado Blvd., Ste 720, Pasadena, California, 91101.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (f) 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. No material changes have taken place with
respect to director or officer information of the reporting person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This item is not applicable. This Schedule 13D reports sales of shares
rather than purchases.
ITEM 4. PURPOSE OF TRANSACTION
No material change has taken place since the previous filing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's reports with the Securities and Exchange Commission report
that 10,043,770 Shares are outstanding. Based upon such number, the Reporting
Person beneficially owns 27.3% of the Fund's outstanding Shares.
(b) The Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 2,746,800 Shares, over which it has sole
power of disposition and voting. Such number of Shares represents
approximately 27.3% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 2,558,800 $38,567,033
American Commerce Insurance Company 168,000 2,310,828
Commerce West Insurance Company 20,000 279,231
Totals 2,746,800 $41,157,092
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CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 26, 2003
(c) During the period from August 6, 2002 through February 13, 2003 the
Reporting Person has effected the following sales in the shares of Common
Stock, all of which were made on the New York Stock Exchange (see attached
Annex B). All transactions prior to August 6, 2002 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 Item 5(c) Information
Page 4 of 7
CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 26, 2003
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 26, 2003 THE COMMERCE GROUP INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
Page 5 of 7
ANNEX A
Item 5 (c) - Information
As of February 13, 2003
SALES from 08/06/02 - 02/13/03
PFD 74037G-10-6 PREFERRED INCOME FUND
COMMERCE INSURANCE COMPANY
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
08/06/02 08/09/02 24,400 $15.25 $371,112.79
08/21/02 08/26/02 200 15.52 3,095.91
08/21/02 08/26/02 5,800 15.50 89,665.29
08/26/02 08/29/02 4,400 15.65 68,681.92
09/03/02 09/06/02 200 16.05 3,201.90
09/04/02 09/09/02 15,000 16.10 240,892.73
09/04/02 09/09/02 5,000 16.35 81,547.54
09/04/02 09/09/02 5,000 16.05 80,047.58
09/05/02 09/10/02 100 16.05 1,600.95
09/09/02 09/12/02 800 16.00 12,767.61
09/10/02 09/13/02 200 16.00 3,191.90
COMMERCE TOTALS: 61,100 $955,806.12
Page 6 of 7
ANNEX A
Item 5 (c) - Information
As of February 13, 2003
SALES from 08/06/02 - 02/13/03
PFD 74037G-10-6 PREFERRED INCOME FUND
AMERICAN COMMERCE INSURANCE CO
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
01/21/03 01/24/03 10,000 $16.75 $ 167,094.95
01/22/03 01/27/03 6,700 16.70 111,618.63
01/23/03 01/28/03 7,000 16.70 116,616.48
01/29/03 02/03/03 5,000 16.70 83,297.48
01/31/03 02/05/03 600 16.70 9,995.69
02/03/03 02/06/03 1,200 16.70 19,991.39
02/06/03 02/11/03 6,800 16.70 113,284.58
02/06/03 02/11/03 3,200 16.73 53,406.38
02/10/03 02/13/03 4,500 16.70 74,967.73
02/11/03 02/14/03 4,400 16.70 73,301.78
02/13/03 02/19/03 3,300 16.70 54,976.34
AMERICAN COMMERCE TOTALS: 52,700 $ 878,551.43
TOTAL SALES: 113,800 $1,834,357.55
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