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) October 22, 1998
Commerce Group Corp.
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-7375 39-605862
- ------------------------------------------------------------------------
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6001 North 91st Street, Milwaukee, Wisconsin 53225-1795
- -------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 462-5310
fax: (414) 462-5312
Item 5. Other Events Material Disclosure
The following discussions and actions took place at the Company's Annual
Shareholders' meeting on October 16, 1998:
Commerce Group Corp. announced at its October 16, 1998 Annual
Shareholders' Meeting that the recently acquired rod mill is in
operation. Commerce foresees a significant increase in revenues and
profits with the addition of this rod mill.
Commerce also informed its shareholders that it anticipates processing
75% more gold ore from its San Sebastian Gold Mine located in the
Republic of El Salvador, Central America. Commerce's geologists have
determined that, at this mine site, there are approximately 15.4 million
tons of ore which contain about 1.6 million ounces of gold. Its current
cash operating cost to produce an ounce of gold is approximately U.S.
$198.
Also at this meeting, shareholders approved Commerce's proposed
reincorporation from a Delaware to a Wisconsin corporation by a merger
into its newly-formed wholly-owned Wisconsin subsidiary. The number of
authorized shares of common stock will be increased from 15 million to 50
million shares.
Shareholders were then informed that Commerce will be actively engaged in
seeking a merger candidate. Currently it has several ongoing discussions
with various entities.
An announcement was made relative to an oral hearing which is to be held
before a Panel authorized by the National Association of Securities
Dealers, Inc. Board of Governors at 4:00 p.m. on November 12, 1998
relative to delisting the Company from The Nasdaq SmallCap MarketSM
because of the Company's failure to meet the minimum $1.00 bid price.
The possible consequences were presented to the shareholders with a
request for their opinions. A discussion took place relating to the
possibility of a reverse stock split in order to meet Nasdaq's
requirements in which there was a division of opinions.
This document includes certain "forward-looking statements" within the
meaning of Section 21E of the United States Securities Exchange Act of
1934, as amended. All statements, other than statements of historical
fact, included herein, including without limitation, statements regarding
potential mineralization and reserves, exploration results, and future
plans and objectives of Commerce Group Corp. ("Commerce"), are
forward-looking statements that involve various risks and uncertainties.
There can be no assurance that such statements will prove to be accurate,
and actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from Commerce's expectations are
disclosed under various sections of this and other documents filed from
time to time with the United States Securities and Exchange Commission,
the Boston Stock Exchange, Inc., and the National Association of Security
De alers Automated Systems.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMERCE GROUP CORP.
(Registrant)
/s/ Edward L. Machulak
Date: October 22, 1998 __________________________________________
By: Edward L. Machulak, President