United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)
The Commerce Group, Inc.
(Name of Issuer)
Common stock $0.50 Par Value
(Title of Class of Securities)
200641108
(CUSIP Number)
December 31, 2007
(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)
(1) The remainder of this cover page shall be filled 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. 9
FEBRUARY 14, 2008
1. Name of Reporting Person
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 SHARES BENEFICAILLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER 0
6. SHARED VOTING POWER 5,646,110
7. SOLE DISPOSITIVE POWER 0
8. SHARED DISPOSITIVE POWER 5,646,110
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,646,110
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)
9.4%
12. Type of Reporting Person
EP
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CUSIP NO. 200641108 THE COMMERCE GROUP, INC.
SCHEDULE 13G
ADMENDMENT No. 9
FEBRUARY 14, 2008
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) or (c), check whether the person filing is a:
(f) An Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
Item 4. Ownership
At December 31, 2007, the Plan was the record owner of a total of 5,646,110
shares of common stock of the issuer, or approximately 9.4% of the issuer?s
outstanding common stock (issued less treasury shares). The Plan, is an
employee benefit plan with individual accounts for the benefit of
participating employees and their beneficiaries. 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 4,359,606 shares held by the Plan at December
31, 2007 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 1,094,588
shares held by the Plan at December 31, 2007 are allocated to the Plan
accounts of these individuals. The remaining approximately 191,915 shares
held by the Plan at December 31, 2007 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. 9
FEBRUARY 14, 2008
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 14G
ADMENDMENT No. 9
FEBRUARY 14, 2008
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose 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 14, 2008
/s/ Randall V. Becker, Trustee
Randall V. Becker, ESOP Committee Member
The Commerce Group, Inc.
Employee Stock Ownership Plan
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