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
June 17, 2003
Date of Report
(Date of earliest event reported)
THE COMMERCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2599931
(State or other (IRS Employer
jurisdiction Identification
of Incorporation) No.)
211 Main Street Webster, Massachusetts 01570
(Address of principal executive offices) (Zip Code)
(508) 943-9000
Registrant's telephone number, including area code
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The Commerce Group, Inc.
Item 4. Changes in REGISTRANT'S CERTIFYING
ACCOUNTANT
Pursuant to a vote adopted on May 16, 2003, the Board
of Directors of The Commerce Group, Inc. (the "Registrant")
authorized the Audit Committee of the Board of Directors (the
"Audit Committee") to appoint, compensate, retain or
terminate, and oversee the work of the Registrant's
Independent Auditor engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or
attest services for the Registrant.
(a) At its meeting on June 16, 2003, the Audit Committee
approved the engagement, of the accounting firm of
PricewaterhouseCoopers LLP as independent accountants for the
Registrant for the fiscal year ending December 31, 2003,
subject to the execution of a satisfactory engagement letter
between the Registrant and PricewaterhouseCoopers LLP.
The Audit Committee terminated the responsibilities of
Ernst & Young LLP effective June 17, 2003.
(b) The reports of Ernst & Young LLP on the financial
statements for the fiscal years ended December 31, 2002 and
2001 contained no adverse opinion or disclaimer of opinion
and were not qualified as to uncertainty, audit scope or
accounting principles.
(c) During the two most recent fiscal years ended December
31, 2002, and through the subsequent period ending June 17,
2003, there has been no disagreement with Ernst & Young LLP
on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or
procedure, which disagreement, if not resolved to Ernst &
Young LLP's satisfaction, would have caused them to make
reference to the subject matter of the disagreement in its
report.
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The Commerce Group, Inc.
(d) The Registrant has provided Ernst & Young LLP with a
copy of the foregoing disclosure and has requested that Ernst
& Young LLP furnish it with a letter addressed to the
Securities and Exchange Commission (the "SEC") stating whether
it agrees with the above statements. A copy of the letter
from Ernst & Young LLP to the SEC dated June 23, 2003 is filed
as Exhibit 16.1 to this Form 8-K.
(e) Neither the Registrant nor anyone engaged on its behalf
has consulted with PricewaterhouseCoopers LLP during the
Registrants' two most recently completed fiscal years or
during its current fiscal year with regard to either: (i) the
application of accounting principles to a specified
transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Registrant's
financial statements; or (ii) any other matters or reportable
events as set forth in items 304(a)(2)(i) and (ii) of
Regulation S-K.
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The Commerce Group, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Ernst & Young LLP to the Securities
and Exchange Commission dated June 23, 2003.
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 thereunto duly authorized.
June 23, 2003
THE COMMERCE GROUP, INC.
Gerald Fels
Executive Vice President &
Chief Financial Officer
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EXHIBIT 16.1
June 23, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 23, 2003, of The
Commerce Group, Inc. and are in agreement with the statements
contained in paragraphs (b) and (c) on page 2 therein. We
have no basis to agree or disagree with other statements of
the registrant contained therein.
/s/ Ernst & Young LLP
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