United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Preferred Income Fund, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74037G-10-6
(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)
May 5, 2003
(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 6
CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
May 8, 2003
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 2,644,000
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 2,644,000
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,644,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.2%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 6
CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
MAY 8, 2003
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of Preferred Income Fund, Inc. (the "Fund"), a Maryland 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 c/o Flaherty & Crumrine, Inc.
301 E. Colorado Blvd., Ste 720, Pasadena, California, 91101.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (f) 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. No material changes have taken place
with respect to director or officer information of the reporting person.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This item is not applicable. This Schedule 13D reports sales of
shares rather than purchases.
ITEM 4. PURPOSE OF TRANSACTION
No material change has taken place since the previous filing.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Fund's reports with the Securities and Exchange Commission
report that 10,081,681 Shares are outstanding. Based upon such number, the
Reporting Person beneficially owns 26.2% of the Fund's outstanding Shares.
(b) The Reporting Person is the beneficial owner (through its
insurance subsidiaries as listed below) of 2,644,000 Shares, over which it
has sole power of disposition and voting. Such number of Shares represents
approximately 26.2% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 2,468,000 $37,109,693
American Commerce Insurance Company 156,000 2,145,828
Commerce West Insurance Company 20,000 279,231
Totals 2,644,000 $39,534,752
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CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
May 8, 2003
(c) During the period from February 14, 2003 through May 5, 2003 the
Reporting Person has effected the following sales in the shares of Common
Stock, all of which were made on the New York Stock Exchange (see attached
Annex B). All transactions prior to February 14, 2003 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 Item 5(c) Information
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CUSIP No.: 74037G-10-6 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 3
MAY 8, 2003
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.
May 8, 2003 THE COMMERCE GROUP INC.
/s/ Gerald Fels
Gerald Fels
Executive Vice President &
Chief Financial Officer
Page 5 of 6
ANNEX A
Item 5 (c) - Information
SALES from 02/14/03 - 05/05/03
PFD 74037G-10-6 PREFERRED INCOME FUND
COMMERCE INSURANCE COMPANY
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
04/17/03 04/23/03 7,100 $16.5496 $ 117,212.66
04/17/03 04/23/03 1,500 16.6500 24,913.83
04/21/03 04/24/03 2,500 16.4700 41,073.07
04/28/03 05/01/03 11,600 16.4079 189,858.73
04/30/03 05/05/03 3,900 16.2615 63,260.88
05/01/03 05/06/03 40,500 15.9179 643,024.78
05/05/03 05/08/03 23,700 16.0103 378,478.35
COMMERCE INSURANCE TOTALS: 90,800 $1,457,822.30
AMERICAN COMMERCE INSURANCE CO
02/14/03 02/20/03 900 16.7000 $ 14,993.54
02/18/03 02/21/03 5,900 16.7000 98,291.03
04/22/03 04/25/03 5,100 16.4806 83,843.12
04/29/03 05/02/03 100 16.5500 $ 1,650.93
AMERICAN COMMERCE TOTALS: 12,000 $ 198,779.62
TOTAL SALES: 102,800 $1,656,600.92
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