United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
National Atlantic Holdings Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
63253Y-10-7
(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)
December 8, 2006
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240. Rule 13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: [ ]
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 5
CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
DECEMBER 8, 2006
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION 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 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
7. SOLE VOTING POWER 923,584
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 923,584
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
923,584
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 5
CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
DECEMBER 8, 2006
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the common stock, $0.01 par value (the
"Shares"), of National Atlantic Holdings Corporation (the "Issuer"), a
corporation formed under the laws of New Jersey. The principal executive
offices of the Issuer are located at 4 Paragon Way, Freehold, NJ 07728.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) This Schedule 13D is being filed by The Commerce Group Inc.
(the "Reporting Person" or "Commerce"), 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.
(d) During the last five years, the Reporting Person has not been
convicted in any criminal proceedings (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceedings was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities
laws or finding any violation with respect to such laws.
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.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of this Schedule 13D is hereby amended as follows:
Following preliminary discussions with the management of the Issuer,
Commerce and the Issuer have decided not to pursue a business combination or
other strategic transaction with one another at this time.
Except as set forth in this Item 4 and elsewhere in this Statement,
Commerce does not have any plans or proposals which relate to or would result
in any of the actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D. Commerce reserves the right to change its intentions with
respect to any of the foregoing matters at any time without prior notice.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Issuer's reports with the Securities and Exchange Commission
report that 11,259,100 Shares are outstanding. Based upon such number, the
Reporting Person beneficially owns 8.2% of the Issuer's outstanding Shares.
Page 3 of 5
CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
DECEMBER 8, 2006
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER - continued
(b) The Reporting Person is the beneficial owner (through its insurance
subsidiary as listed below) of 923,584 shares, over which it has sole power
of disposition and voting. Such number of Shares represents approximately
8.2% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 923,584 $10,090,024
(c) Since the filing of the most recent Schedule 13D, the Reporting
Person has effected no transactions in the Common Stock of the Issuer.
(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) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Commerce and the Issuer have signed a Confidentiality and Standstill
Agreement. A copy of the agreement was filed by Commerce with the Securities
and Exchange Commission as an exhibit to Amendment No. 1 to Schedule 13D for
the Issuer on September 26, 2006.
The agreement, among other things, requires that until September 22,
2008 each party and its affiliates shall not directly or indirectly without
the prior consent of the Board of Directors of the other party (i) in any
manner acquire, agree to acquire or make any proposal to acquire any
additional securities or property of such other party or any of its
subsidiaries, (ii) make, or in any way participate, directly or indirectly,
in any "solicitation" of "proxies" (as such terms are used in the proxy rules
of the Securities and Exchange Commission) to vote, or seek to advise or
influence any person with respect to the voting of, any voting securities of
such other party or any of its subsidiaries, (iii) form, join or in any way
participate in a "group" (within the meaning of Section 13(d)(3) of the
Exchange Act) with respect to any voting securities of such other party, or
of its subsidiaries, except for any "group" comprised solely of affiliates of
such party, (iv) otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors or policies of such
other party, (v) disclose any intention, plan or arrangement inconsistent
with the foregoing (other than in accordance with the Legal Exception (as
defined in the Agreement)), or (vi) advise, assist or encourage any other
persons in connection with any of the foregoing.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
Page 4 of 5
CUSIP No.: 63253Y-10-7 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 2
DECEMBER 8, 2006
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.
December 8, 2006 THE COMMERCE GROUP INC.
/s/ Robert E. McKenna
Robert E. McKenna
Treasurer and Chief Accounting
Officer
Page 5 of 5