UNITED STATES
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)
January 19, 2006
THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 001-13672 04-2599931
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification
of incorporation) No.)
211 Main Street, Webster, Massachusetts 01570
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 943-9000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.14e-4(c))
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The Commerce Group, Inc.
Form 8-K
January 19, 2006
Section 5. Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers
On January 19, 2006, The Commerce Group, Inc. (the "Company")
issued a press release, CEO and Founder, Arthur J. Remillard, Jr., to
Retire in Six Months: Board Announces Gerald Fels as New CEO and
Chairman Following Transition Period. A copy of the press release is
attached as Exhibit 99.1 to this Form 8-K.
Section 9. Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 99.1 Press Release dated January 19, 2006
SIGNATURE
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.
THE COMMERCE GROUP, INC.
January 19, 2006
/s/ Randall V. Becker
Randall V. Becker
Treasurer and Chief Accounting Officer
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Exhibit 99.1
Press Release
RELEASE: Immediate (January 19, 2006)
CONTACT: Randall V. Becker, Treasurer
(508) 949-4129
The Commerce Group, Inc.'s CEO and Founder, Arthur J. Remillard, Jr.,
to Retire in Six Months: Board Announces Gerald Fels as New CEO and
Chairman Following Transition Period
WEBSTER, Massachusetts, January 19, 2006 -- CEO and Chairman of the
Board Arthur J. Remillard, Jr. today announced his intention to retire from
The Commerce Group, Inc. (NYSE: CGI) at the end of July of this year,
culminating a 40 year career in the property and casualty insurance
industry. Mr. Remillard, Jr., age 75, who founded The Commerce Insurance
Company in 1971 along with numerous affiliated companies, has served as the
CEO and Chairman of the Board of The Commerce Group, Inc. since its
inception in 1976. Mr. Remillard, Jr. plans to continue as a Director of
The Commerce Group, Inc. The Company's Board of Directors announced today
the election of Gerald Fels as President, Chief Executive Officer, and
Chairman of the Board of The Commerce Group, Inc. effective July 28, 2006.
Mr. Fels is currently the Executive Vice President and Chief Financial
Officer of Commerce Group, as well as the President of The Commerce
Insurance Company and its affiliated insurance companies.
In Mr. Remillard's letter to the Board, he recommended that Gerald Fels
succeed him, and noted that, "Jerry's leadership, expertise, ingenuity,
dedication, and experience in this business, coupled with the stewardship of
our more than 40 officers and each of you as Directors, leave me confident
that Commerce Group will continue to build on its past successes." Mr. Fels
joined Commerce in 1975 as Chief Financial Officer and, together with Mr.
Remillard, Jr., was instrumental in leading Commerce to its current position
on the NYSE with a market capitalization of approximately two billion
dollars. Mr. Fels, who has also been President of The Commerce Insurance
Company since 2001, noted, "It has been my privilege to work alongside
Arthur these past thirty years and I look forward to building on his legacy
of serving our shareholders."
In announcing his plans for retirement, Mr. Remillard, Jr. noted his "long
and wonderful journey with the company." Mr. Remillard, Jr. began his
insurance career back in 1966 when he acquired the C. M. Clark Insurance
Agency, Inc., later merging it into the present day Clark-Prout Insurance
Agency. He teamed up with fellow independent insurance agents and local
businessmen in 1971 and created The Commerce Insurance Company located in
Webster, Massachusetts. He noted, "Our small town start-up business now has
more than 1.3 million policies in force, employs over 2,100 hard-working
people, writes business through more than 2,000 agents across the country
and is owned by more than 6,800 stockholders. I am both immensely proud of
and humbled by these facts." The Board of Directors thanked Mr. Remillard,
Jr. for his exemplary service, devotion and foresight, as well as for his
guidance in preparing the company for a smooth transition.
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The Commerce Insurance Company, which is rated A+ (Superior) by A.M. Best,
is the largest writer of personal automobile insurance in Massachusetts and
is the principal operating subsidiary of The Commerce Group, Inc. (NYSE:
CGI) headquartered in Webster, Massachusetts. Additional property and
casualty insurance subsidiaries include Citation Insurance Company in
Massachusetts, Commerce West Insurance Company in California and American
Commerce Insurance Company in Ohio. Through its subsidiaries' combined
insurance operations, Commerce Group actively writes business in fourteen
states and ranks as the 19th largest personal automobile insurance group in
the country according to A.M. Best, based on 2004 direct written premium
information.
Forward Looking Statements
This press release may contain statements that are not historical fact and
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act.
Statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be forward-
looking. These statements are often, but not always, made through the use
of words or phrases such as "anticipates," "estimates," "plans," "projects,"
"continuing," "ongoing," "expects," "may," "should," "management believes,"
"we believe," "we intend," and similar words or phrases. These statements
may address, among other things, our strategy for growth, business
development, regulatory approvals, market position, expenditures, financial
results and reserves. Accordingly, these statements involve estimates,
assumptions and uncertainties that could cause actual results to differ
materially from those expressed in them. All forward-looking statements are
qualified in their entirety by reference to the factors discussed throughout
this press release and in our Forms 10-K and 10-Q, and other documents filed
with the SEC. Among the key factors that could cause actual results to
differ materially from forward-looking statements:
- - the possibility of severe weather and adverse catastrophe experiences;
- - adverse trends in claim severity or frequency;
- - adverse state and federal regulations and legislation;
- - adverse judicial decisions;
- - adverse changes to the laws, regulations and rules governing the
residual market system in Massachusetts;
- - interest rate risk;
- - rate making decisions for private passenger automobile policies in
Massachusetts;
- - potential rate filings;
- - heightened competition;
- - concentration of business within Massachusetts;
- - market disruption in Massachusetts, if existing or significant new
competitors aggressively seek market share or if existing competitors
exited the market or become insolvent;
- - dependence on our executive officers; and,
- - the economic, market or regulatory conditions and risks associated
with entry into new markets and diversification.
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You should not place undue reliance on any forward-looking statement. The
risk factors referred to above could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statement made
by us or on our behalf. Further, any forward-looking statement speaks only
as of the date on which it is made, and we undertake no obligation to update
any forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
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