Putnam Dividend Income Fund SEC Form SC 13D Filed April 5, 2001 Last Updated February 2, 2020 at 9:55 PM ST

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PUTNAM DIVIDEND INCOME FUND-EVENT DATE 3/30/01

United States
                            Securities and Exchange Commission
                                  Washington, D.C. 20549


                                      SCHEDULE 13D


                         Under the Securities Exchange Act of 1934
                                     (Amendment No. 3)


                               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)



                                     March 30, 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
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CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT NO. 3
                                            APRIL 5, 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                              5,420,950
         SHARED VOTING POWER                                 0
         SOLE DISPOSITIVE POWER                         5,420,950
         SHARED DISPOSITIVE POWER                            0

11.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                5,420,950

12.      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
         CERTAIN SHARES    [    ]

13.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           50.1%

14.      TYPE OF REPORTING PERSON
     [HC]














Page 2 of 12
<PAGE>




CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT NO. 3
                                            APRIL 5, 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 $54,233,400.












Page 3 of 12
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CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 3
                                            APRIL 5, 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 has
elected 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 Persons have discussed such potential changes and steps
with management of the Fund, and will continue to do so in the future.  Such
discussions and the recommendations or proposals of Fund management may
affect, or serve as the basis for, any such actions that may be pursued, if
any, and the timing of such events.  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 10,828,107 Shares are outstanding.  Based upon such number, the
Reporting Person beneficially owns 50.1% of the Fund's outstanding Shares.




Page 4 of 12
<PAGE>



CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 3
                                            APRIL 5, 2001


The Reporting Person is the beneficial owner (through its insurance
subsidiaries as listed below) of 5,420,950 Shares, over which it has sole
power of disposition and voting.  Such number of Shares represents
approximately 50.1% of the outstanding shares.
<TABLE>
<CAPTION>
                                                    Shares               Cost
     <S>                                          <C>                <C>
     The Commerce Insurance Company               4,860,950          $48,834,719
     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                        5,420,950          $54,233,400
</TABLE>
(c) Subsequent to February 20, 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 February 21, 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
<PAGE>




CUSIP No.: 746706-10-0                      THE COMMERCE Group, Inc.
                                            SCHEDULE 13D
                                            AMENDMENT No. 3
                                            APRIL 5, 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.



ARPIL 5, 2001                        THE COMMERCE GROUP INC.










                                          Gerald Fels
                                          Executive Vice President &
                                          Chief Financial Officer




























Page 6 of 12
<PAGE>


                                           ANNEX  A

<TABLE>
<CAPTION>
                                   THE COMMERCE GROUP, INC.

                                          DIRECTORS
<S>                                       <C>
Herman F. Becker......................... Owner of 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
</TABLE>
Page 7 of 12
<PAGE>


                                             ANNEX  A


                               DIRECTORS OF
                               COMMERCE HOLDINGS, INC.
                                  The Commerce Insurance Company
                                   Commerce West Insurance Company
                                  Citation Insurance Company

<TABLE>
<CAPTION>
<S>                                    <C>
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..........     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...................     Chairman Emeritus and Assistant Clerk of The
                                       Protector Group Insurance Agency

John M. Nelson....................     Chairman of Brown & Sharpe Mfg., Co.

Suryakant M. Patel................     Retired physician who specialized in internal
                                       medicine

William G. Pike...................     Executive Vice President and Chief Financial Officer
                                       of Granite State Bankshares, Inc.

H. Thomas Rowles..................     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......................     Treasurer of ACIC Holding Co., Inc.; Executive Vice
                                       President and Chief Operating Officer of AAA Southern
                                       New England
</TABLE>
















Page 8 of 12
<PAGE>


                                             ANNEX  A

<TABLE>
<CAPTION>
                               DIRECTORS OF
                               American Commerce Insurance Company


<S>                                    <C>
H. Thomas Rowles..................     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

Regan P. Remillard................     President of ACIC Holding Co., Inc.; 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......................     Treasurer of ACIC Holding Co., Inc.; 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
</TABLE>


















Page 9 of 12
<PAGE>


                                             ANNEX  A

<TABLE>
<CAPTION>
                                  THE COMMERCE GROUP, INC.


                                Officers of the Commerce Group, Inc.
<S>                                                                   <C>
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
<CAPTION>
                           Officers of Massachusetts Subsidiaries
<S>                                                                   <C>
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
</TABLE>








Page 10 of 12
<PAGE>


                                             ANNEX  A

<TABLE>
                          Officers of American Commerce Insurance Company

<S>                                                                   <C>
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
Senior Vice President and Chief Financial Officer...............      Michael V. Vrban
Senior Vice President...........................................      Carol R. Blaine
Treasurer.......................................................      Richard B. O'Hara
Chief Legal Officer and Secretary...............................      James A. Ermilio
Assistant Vice President........................................      Gregory S. Clark
Assistant Vice President, General Counsel, and
  Assistant Secretary...........................................      Julie Deley-Shimer
</TABLE>















































Page 11 of 12
<PAGE>


ANNEX  B
Item 5 (c) - Information


PURCHASES FROM 02/21/01 - 03/31/01 FOR

PDI  - PUTNAM DIVIDEND INCOME   746706-10-0

<TABLE>
<CAPTION>
  TRADE           SETTLEMENT                         PURCHASE PRICE          ACQUISITION
  DATE              DATE            SHARES             PER SHARE                 COST

COMMERCE INSURANCE COMPANY
<S>               <C>              <C>                  <C>                <C>
02/21/2001        02/26/2001        3,600               $9.7200            $   35,136.00
02/23/2001        02/28/2001       10,900                9.6000               105,076.00
02/27/2001        03/02/2001        5,300                9.7200                51,728.00
02/26/2001        03/01/2001        8,800                9.6500                85,272.00
03/01/2001        03/06/2001        6,700                9.8500                66,263.00
03/07/2001        03/12/2001        6,600                9.7000                64,284.00

                    TOTAL          41,900                                   $ 407,759.00
</TABLE>











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