United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Putnam Dividend Income Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
746706-10-0
(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)
February 20, 2001
(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).
Page 1 of 12
CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc.
SCHEDULE 13D
AMENDMENT NO. 2
FEBRUARY 27, 2001
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 5,379,050
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 5,379,050
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,379,050
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.7%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 12
CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc.
SCHEDULE 13D
AMENDMENT NO. 2
FEBRUARY 27, 2001
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Putnam Dividend Income Fund (the "Fund"), a Massachusetts
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 One Post Office
Square, Boston, MA.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) 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. The name, business address
and principal occupation of each director and executive officer of the
Reporting Person are set forth on Annex A hereto, which is incorporated by
reference. All information in this Schedule 13D with respect to the persons
listed on Annex A is given to the knowledge of the Reporting Person.
(d) During the past five years, neither the Reporting Person nor any of
the persons listed on Annex A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, neither the Reporting Person nor any of
the persons listed on Annex A has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the individuals listed in Annex A are citizens of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds used by the Reporting Person to purchase Shares
listed in Item 5(a) was working capital. The amount of the funds used to
purchase such shares aggregated approximately $53,825,641.
Page 3 of 12
CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 27, 2001
ITEM 4. PURPOSE OF TRANSACTION
The shares of beneficial interest of the Fund ("Shares") held by the
Reporting Person were acquired in the ordinary course of business by the
Reporting Person for the purpose of investment and capital appreciation. In
pursuing this investment philosophy, the Reporting Person routinely monitors
the performance, trading prices, investment strategy and portfolio securities
of the Fund, and of other investment funds in which it invests, and may
discuss such matters with fund management, shareholders, or others. The
Reporting Person, as an insurance company holding company, is entitled to
file securities ownership reports required by the Securities and Exchange Act
of 1934 on Schedule 13G. Under amended rules under the Securities Exchange
Act of 1934, a person reporting on Schedule 13G may elect to convert such
filing to a Schedule 13D, in part, to ensure that discussions with
management, or other actions by the Reporting Person, do not limit the
Reporting Person's ability to acquire additional Shares, or to vote the
shares it already owns. Accordingly, in order to maintain desired
flexibility for such transactions and discussions, the Reporting Person is
electing to convert its ownership filing on Schedule 13G to a filing on
Schedule 13D.
The matters which the Reporting Person intends to consider, discuss or
pursue may include additional purchases of Shares, ceasing the purchase of
additional Shares, sales of Shares or one or more of the items described in
items (a) through (j) of Item 4. Whether any of such actions are taken by
the Reporting Person will depend upon the Reporting Person's evaluation of
several factors, including the Fund's business and prospects, future
developments, the level of discount in Share market prices from net asset
value ("NAV"), the performance of the Funds' investments, the availability of
funds to the Reporting Person, alternative uses of funds, stock and money
market conditions, and general economic conditions. Such factors may
materially affect the Reporting Person's decision to purchase additional
Shares, or take other actions, and may result in the Reporting Person's
increasing its ownership to a majority or more of the outstanding Shares,
and/or proposing changes in operations, governance or capitalization of the
Fund. The Reporting Person will review its investment in the Fund from time
to time and reserves the right to take or not take any action it deems to be
in its best interest or to change its intention as set forth in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's reports with the Securities and Exchange Commission
report that 10,824,907 Shares are outstanding. Based upon such number, the
Reporting Person beneficially owns 49.7% of the Fund's outstanding Shares.
The Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 5,379,050 Shares, over which it has sole
power of disposition and voting. Such number of Shares represents
approximately 49.7% of the outstanding shares.
Shares Cost
The Commerce Insurance Company 4,819,050 $48,426,960
Citation Insurance Company 100,000 966,500
American Commerce Insurance Company 300,000 2,858,906
Commerce West Insurance Company 160,000 1,573,275
Totals 5,379,050 $53,825,641
Page 4 of 12
CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 27, 2001
(c) Subsequent to January 12, 2001, the Reporting Person has effected
the following purchases in the shares of Common Stock, all of which were made
on the New York Stock Exchange (see attached Annex B). Purchases prior to
January 13, 2001 were reported on previous Schedule 13D filings.
(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 Officers and Directors of Reporting Person and Insurance
Subsidiaries
Annex B Item 5(c) Information
Page 5 of 12
CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc.
SCHEDULE 13D
AMENDMENT No. 2
FEBRUARY 27, 2001
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 27, 2001 THE COMMERCE GROUP INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
Page 6 of 12
ANNEX A
THE COMMERCE GROUP, INC.
211 Main Street, Webster, MA 01570
DIRECTORS
Herman F. Becker......................... President and owner, Sterling Realty and Huguenot
Development Corporation
Joseph A. Borski, Jr..................... Self-employed Certified Public Accountant
Eric G. Butler........................... Retired Vice President and General Claims Manager
of Commerce and Citation
Henry J. Camosse......................... Retired President, Henry Camosse & Sons Co., Inc.,
a building and masonry supplies company
Gerald Fels.............................. Executive Vice President and Chief Financial
Officer of the Company
David R. Grenon.......................... Chairman Emeritus and Assistant Clerk of The
Protector Group Insurance Agency, Inc.
Robert W. Harris......................... Retired Treasurer, H.C. Bartlett Insurance Agency,
Inc.
Robert S. Howland........................ Retired Clerk, H.C. Bartlett Insurance Agency,
Inc.
John J. Kunkel........................... President and Treasurer, Kunkel Buick and GMC
Truck, Treasurer, Kunkel Bus Company
Raymond J. Lauring....................... Retired President, Lauring Construction Company
Roger E. Lavoie.......................... Retired President and Treasurer, Lavoie Toyota-
Dodge, Inc.
Normand R. Marois........................ Retired Chairman of the Board, Marois Bros., Inc.,
a contracting firm
Suryakant M. Patel....................... Retired physician who specialized in internal
medicine
Arthur J. Remillard, Jr.................. President, Chief Executive Officer and Chairman
of the Board of the Company
Arthur J. Remillard, III................. Senior Vice President and Assistant Clerk of
the Company; Senior Vice President of Commerce
and Citation in charge of Policyholder Benefits
Regan P. Remillard....................... Senior Vice President of the Company; President
and Secretary of Commerce West Insurance Company;
President of ACIC Holding Co., Inc.; Vice Chairman
of the Board and Chief Executive Officer of
American Commerce Insurance Company
Gurbachan Singh.......................... Retired physician who specialized in general
surgery
John W. Spillane......................... Clerk of the Company and practicing attorney
Page 7 of 12
ANNEX A
DIRECTORS OF
COMMERCE HOLDINGS, INC.
The Commerce Insurance Company
Commerce West Insurance Company
Citation Insurance Company
211 Main Street, Webster, MA 01570
Arthur J. Remillard, Jr........... President, Chief Executive Officer and Chairman of
the Board
Gerald Fels....................... Executive Vice President and Chief Financial Officer;
Treasurer, Commerce Holdings, Inc.
Arthur J. Remillard, III (1)...... Senior Vice President and Clerk
Regan P. Remillard................ Senior Vice President; President and Secretary of
Commerce West Insurance Company
James A. Ermilio.................. Vice President and General Counsel
David R. Grenon (1)............... Chairman Emeritus and Assistant Clerk of The
Protector Group Insurance Agency
John M. Nelson (1)................ Chairman of TJX Companies
Suryakant M. Patel (1)............ Retired physician who specialized in internal
medicine
William G. Pike (1)............... Executive Vice President and Chief Financial Officer
of Granite State Bankshares, Inc.
H. Thomas Rowles (1).............. Chairman of the Board of ACIC Holding Co., Inc.;
Chairman of the Board of American Commerce Insurance
Company; President, Chief Executive Officer and
Director of AAA Southern New England
Mark A. Shaw (1).................. Treasurer of ACIC Holding Co., Inc.; Executive Vice
President and Chief Operating Officer of AAA Southern
New England
(1) Commerce Holdings, Inc., The Commerce Insurance Company and Citation
Insurance Company only.
Page 8 of 12
ANNEX A
DIRECTORS OF
American Commerce Insurance Company
3590 Twin Creeks Drive, Columbus, OH 43204
H. Thomas Rowles.................. Chairman of the Board of American Commerce Insurance
Company; President, Chief Executive Officer and
Director of AAA Southern New England
Regan P. Remillard................ Vice Chairman of the Board and Chief Executive
Officer of American Commerce Insurance Company;
Senior Vice President of The Commerce Group, Inc.;
President and Secretary of Commerce West Insurance
Company
Mark A. Shaw...................... Executive Vice President and Chief Operating Officer
of AAA Southern New England
Gerald Fels....................... Executive Vice President and Chief Financial Officer
of The Commerce Group, Inc.
Patrick W. Doherty................ President and Chief Executive Officer of AAA Oklahoma
Terry R. Farias................... President and Chief Executive Officer of AAA Hoosier
Motor Club
Roger L. Graybeal................. President and Secretary of AAA Oregon/Idaho
Richard S. Hamilton............... President of AAA West Pennsylvania/West
Virginia/South Central Ohio
Gerald P. Hogan................... President and Chief Operating Officer of American
Commerce Insurance Company
Charles B. Liekweg................ President and Chief Executive Officer of AAA
Washington
D. James McDowell................. President and Chief Executive Officer of AAA Arizona
Peter C. Ohlheiser................ President of Ohio Motorists Association
Page 9 of 12
ANNEX A
THE COMMERCE GROUP, INC.
211 Main Street, Webster, MA 01570
OFFICERS OF THE COMMERCE GROUP, INC.
President, Chief Executive Officer and Chairman of the Board..... Arthur J. Remillard, Jr.
Executive Vice President and Chief Financial Officer............. Gerald Fels
Senior Vice President and Assistant Clerk........................ Arthur J. Remillard, III
Senior Vice President............................................ Regan P. Remillard
Senior Vice President............................................ Mary M. Fontaine
Vice President and General Counsel............................... James A. Ermilio
Clerk............................................................ John W. Spillane
Treasurer and Chief Accounting Officer........................... Randall V. Becker
Assistant Treasurer.............................................. Thomas A. Gaylord
Assistant Vice President......................................... Robert E. McKenna
Officers of Massachusetts Subsidiaries
President, Chief Executive Officer and Chairman of the Board..... Arthur J. Remillard, Jr.
Executive Vice President and Chief Financial Officer............. Gerald Fels
Senior Vice President and Secretary.............................. Arthur J. Remillard, III
Senior Vice Presidents........................................... David H. Cochrane
Peter J. Dignan
Mary M. Fontaine
Regan P. Remillard
Joyce B. Virostek
Vice Presidents.................................................. Elizabeth M. Edwards
Karen A. Lussier
Michael J. Richards
Angelos Spetseris
Henry R. Whittier, Jr.
Vice President and General Counsel............................... James A. Ermilio
Assistant Vice Presidents...................... David P. Antocci Susan A. Horan
Robert M. Blackmer John V. Kelly
Stephen R. Clark Ronald J. Lareau
Raymond J. DeSantis Donald G. MacLean
Warren S. Ehrlich Robert E. McKenna
Richard W. Goodus Robert L. Mooney
James E. Gow Emile E. Riendeau
Treasurer and Chief Accounting Officer........................... Randall V. Becker
Assistant Treasurer.............................................. Thomas A. Gaylord
Page 10 of 12
ANNEX A
OFFICERS OF AMERICAN COMMERCE INSURANCE COMPANY
3950 Twin Creeks Drive, Columbus, OH 43204
Chairman of the Board........................................... H. Thomas Rowles
Vice Chairman of the Board and Chief Executive Officer.......... Regan P. Remillard
President and Chief Operating Officer........................... Gerald P. Hogan
Chief Financial Officer......................................... Michael V. Vrban
Senior Vice President........................................... Carol R. Blaine
Treasurer....................................................... Richard B. O'Hara
Secretary and Chief Legal Officer............................... James A. Ermilio
Assistant Vice President........................................ Gregory S. Clark
Assistant Vice President and General Counsel.................... Julie Deley-Shimer
OFFICERS OF COMMERCE WEST INSURANCE COMPANY
5000 Hopyard Road, Suite 200, Pleasanton, CA 94588-3350
Chairman of the Board........................................... Arthur J. Remillard, Jr.
President and Secretary......................................... Regan P. Remillard
Treasurer and Chief Financial Officer .......................... Michael V. Vrban
Chief Reporting Officer......................................... Albert E. Peters
Investment Officer.............................................. Gerald Fels
Vice Presidents................................................. Michael J. Berryessa
Albert R. Harris
Page 11 of 12
ANNEX B
Item 5 (c) - Information
PURCHASES FROM 01/13/01 - 02/20/01 FOR
PDI - PUTNAM DIVIDEND INCOME 746706-10-0
TRADE SETTLEMENT PURCHASE PRICE ACQUISITION
DATE DATE SHARES PER SHARE COST
COMMERCE INSURANCE COMPANY
01/18/2001 01/23/2001 32,250 $9.8125 $ 317,743.13
01/22/2001 01/25/2001 100 9.6875 972.75
01/23/2001 01/26/2001 400 9.6875 3,891.00
01/24/2001 01/29/2001 3,500 9.8750 34,702.50
01/24/2001 01/29/2001 2,200 9.8125 21,675.50
01/24/2001 01/29/2001 8,300 9.7500 81,257.00
01/25/2001 01/30/2001 25,000 10.0625 252,562.50
01/26/2001 01/31/2001 5,200 9.9375 51,883.00
02/20/2001 02/23/2001 29,400 9.7400 287,532.00
TOTAL 106,350 $1,052,219.38
Page 12 of 12