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
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Date of Report (Date of earliest event reported): May 30, 1997
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)
Registrant's telephone number, including area code: (508) 943-
9000
Page 1 of 3
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The Commerce Group, Inc.
Item 4. Changes in REGISTRANT'S CERTIFYING ACCOUNTANT
(a) At its board meeting on May 30, 1997, the Board of Directors
of The Commerce Group, Inc. (the "Registrant"), as approved
and recommended by the Registrant's Audit Committee, engaged
the accounting firm of Ernst & Young L.L.P. as independent
accountants for the Registrant for the fiscal year ending
December 31, 1997. The responsibilities of Coopers &
Lybrand L.L.P. will be terminated upon completion of all the
Registrant's filing requirements applicable to the year
ended December 31, 1996.
(b) During the two most recent fiscal years ended December 31,
1996 and the interim period ended March 31, 1997, there have
been no disagreements with Coopers & Lybrand L.L.P. on any
matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
(c) The report of Coopers & Lybrand L.L.P. on the financial
statements for the past two years contained no adverse
opinion or disclaimer of opinion and was not qualified as to
uncertainty, audit scope or accounting principles.
(d) The Registrant has requested that Coopers & Lybrand L.L.P.
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 of Coopers
& Lybrand L.L.P. to the SEC, dated June 5, 1997 is filed as
Exhibit 1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Letter of Coopers & Lybrand L.L.P. to the Securities
and Exchange Commission dated June 5, 1997.
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.
THE COMMERCE GROUP, INC.
Randall V. Becker
Treasurer and Chief Accounting Officer
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The Commerce Group, Inc.
Item 4. Changes in REGISTRANT'S CERTIFYING ACCOUNTANT
(a) At its board meeting on May 30, 1997, the Board of Directors
of The Commerce Group, Inc. (the "Registrant"), as approved
and recommended by the Registrant's Audit Committee, engaged
the accounting firm of Ernst & Young L.L.P. as independent
accountants for the Registrant for the fiscal year ending
December 31, 1997. The responsibilities of Coopers &
Lybrand L.L.P. will be terminated upon completion of all the
Registrant's filing requirements applicable to the year
ended December 31, 1996.
(b) During the two most recent fiscal years ended December 31,
1996 and the interim period ended March 31, 1997, there have
been no disagreements with Coopers & Lybrand L.L.P. on any
matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
(c) The report of Coopers & Lybrand L.L.P. on the financial
statements for the past two years contained no adverse
opinion or disclaimer of opinion and was not qualified as to
uncertainty, audit scope or accounting principles.
(d) The Registrant has requested that Coopers & Lybrand L.L.P.
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 of Coopers
& Lybrand L.L.P. to the SEC, dated June 5, 1997 is filed as
Exhibit 1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Letter of Coopers & Lybrand L.L.P. to the Securities
and Exchange Commission dated June 5, 1997.
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.
THE COMMERCE GROUP, INC.
RANDALL V. BECKER
Randall V. Becker
Treasurer and Chief Accounting Officer
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EXHIBIT 1
JUNE 5, 1997
SECURITIES AND EXCHANGE COMMISSION
450 5TH STREET, N.W.
WASHINGTON, DC 20549
GENTLEMEN:
WE HAVE READ THE STATEMENTS MADE BY THE COMMERCE GROUP, INC. (THE
"REGISTRANT") (COPY ATTACHED), WHICH WE UNDERSTAND WILL BE FILED WITH
THE COMMISSION, PURSUANT TO ITEM 4 OF FORM 8-K AS PART OF THE
REGISTRANT'S FORM 8-K REPORT. WE AGREE WITH THE STATEMENTS CONCERNING
OUR FIRM IN SUCH FORM 8-K.
VERY TRULY YOURS,
COOPERS & LYBRAND L.L.P.
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