United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Preferred Income Opportunity Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037H-10-4
(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)
May 15, 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).
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 29, 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 3,537,243
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 3,537,243
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,537,243
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.0%
14. TYPE OF REPORTING PERSON
[HC]
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 29, 2003
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Preferred Income Opportunity Fund (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 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 11,395,986 Shares are outstanding. Based upon such number, the Reporting
Person beneficially owns 31.0% of the Fund's outstanding Shares.
(b) Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 3,537,243 Shares, over which it has sole
power of disposition and voting. Such number of Shares represents
approximately 31.0% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 3,473,443 $41,938,557
American Commerce Insurance Company 49,400 543,400
Commerce West Insurance Company 14,400 162,914
Totals 3,537,243 $42,644,871
(c) During the period from April 23, 2003 through May 15, 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 A). All transactions prior to April 23, 2003 were reported on previous
Schedule 13D filings.
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
May 29, 2003
(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
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CUSIP No.: 74037H-10-4 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 5
MAY 29, 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.
May 29, 2003 THE COMMERCE GROUP, INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
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ANNEX A
Item 5 (c) - Information
PFO 74037H-10-4 PREFERRED INCOME OPPORTUNITY FUND
From 04/23/03 - 05/15/03
COMMERCE INSURANCE COMPANY
SALES
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
04/28/03 05/01/03 24,600 $12.8845 $ 315,959.86
04/30/03 05/05/03 2,500 12.6476 31,517.52
05/01/03 05/06/03 20,800 12.4623 258,371.70
05/07/03 05/12/03 7,300 12.6515 92,059.62
05/08/03 05/13/03 10,000 12.6276 125,870.09
COMMERCE SALE TOTALS: 65,200 $ 823,778.79
AMERICAN COMMERCE INSURANCE CO
SALES
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
04/29/03 05/02/03 4,900 $12.7831 $ 62,438.26
05/09/03 05/14/03 10,400 12.5721 130,327.72
05/13/03 05/16/03 600 12.7300 7,613.64
05/14/03 05/19/03 8,300 12.6957 105,037.38
05/15/03 05/20/03 14,900 12.6123 187,318.48
AMERICAN COMMERCE SALE TOTALS: 39,100 $ 492,735.48
NET CONSOLIDATED SALE TOTAL: 104,300 $1,316,514.27
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