United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
The Commerce Group, Inc.
(Name of Issuer)
Common stock $0.50 Par Value
(Title of Class of Securities)
200641108
(CUSIP Number)
December 31, 2004
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The reminder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 6
FEBRUARY 11, 2005
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
The Commerce Group, Inc. Employee Stock Ownership Plan
ID#: 04-6643047
2. Check the Appropriate Box if a Member of a Group
(a)[ ]
(b)[ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Commonwealth of Massachusetts
Number of 5. Sole Voting Power
Shares 2,819,951
Beneficially 6. Share Voting Power
Owned by N/A
Each 7. Sole Dispositive Power
Reporting 2,819,951
Person 8. Shared Dispositive Power
With 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person
2,819,951
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares
N/A
11. Percent of Class Represented by Amount in Row (9)
8.5%
12. Type of Reporting Person
EP
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 6
FEBRUARY 11, 2005
Item 1.
a. The Commerce Group, Inc.
b. 211 Main Street, Webster, MA 01570
Item 2.
a. The Commerce Group, Inc. Employee Stock Ownership Plan
("Plan")
b. 211 Main Street, Webster, MA 01570
c. Massachusetts
d. Common stock
e. CUSIP 200641108
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(f) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
Item 4. Ownership
At December 31, 2004, the Plan was the record owner of a total of 2,819,951
shares of common stock of the issuer, or approximately 8.5% of the issuer's
outstanding common stock (issued less treasury shares). The Plan, acting
through its Trustee, Fidelity Management Trust Company, has the sole power to
dispose or direct disposition of such shares while they remain in the Plan,
except as hereafter noted. Plan Participants who are current employees of The
Commerce Group, Inc. or its subsidiaries (the "Company") and who are 100%
vested in their Plan accounts can annually elect to transfer out of the Plan
up to 100% of their allocated Company stock in the form of an eligible
rollover distribution into another eligible retirement plan, such as a
qualified individual retirement arrangement. Approximately 2,083,000 shares
held by the Plan at December 31, 2004 are allocated to the Plan accounts of
these individuals. Plan Participants who are former employees of the Company
are 100% vested in their Plan account and may generally elect to withdraw from
the Plan the shares allocated to their accounts at any time. Approximately
563,000 shares held by the Plan at December 31, 2004 are allocated to the Plan
accounts of these individuals. The remaining approximately 174,000 shares
held by the Plan at December 31, 2004 are allocated to the Plan accounts of
Participants who have not yet reached 100% vesting in their account balances.
Disposition of these unvested shares is restricted under the Plan. The shares
allocated to Participant accounts are voted as directed by the account
holders; unallocated shares, if any, and shares as to which no voting
instructions have been received are voted by the Plan Trustee.
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 6
FEBRUARY 11, 2005
Item 5. Ownership of Five Percent or Less of a Class
Item 5 is not applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Item 6 is not applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by
the Parent Holding Company
Item 7 is not applicable
Item 8. Identification and Classification of Members of the
Group
Item 8 is not applicable
Item 9. Notice of Dissolution of Group
Item 9 is not applicable
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 6
FEBRUARY 11, 2005
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.
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 11, 2005
/s/ Randall V. Becker, Trustee
Randall V. Becker, ESOP Committee Member
The Commerce Group, Inc.
Employee Stock Ownership Plan
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