SC 13D 1 pdif-pdi13d2atag.txt PUTNAM DIVIDEND INCOME FUND (2/20/01) United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) February 20, 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 CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc. SCHEDULE 13D AMENDMENT NO. 2 FEBRUARY 27, 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 5,379,050 SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 5,379,050 SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,379,050 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 49.7% 14. TYPE OF REPORTING PERSON [HC] Page 2 of 12 CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc. SCHEDULE 13D AMENDMENT NO. 2 FEBRUARY 27, 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 $53,825,641. Page 3 of 12 CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc. SCHEDULE 13D AMENDMENT No. 2 FEBRUARY 27, 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 is electing 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 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 10,824,907 Shares are outstanding. Based upon such number, the Reporting Person beneficially owns 49.7% of the Fund's outstanding Shares. The Reporting Person is the beneficial owner (through its insurance subsidiaries as listed below) of 5,379,050 Shares, over which it has sole power of disposition and voting. Such number of Shares represents approximately 49.7% of the outstanding shares.

Page 4 of 12 CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc. SCHEDULE 13D AMENDMENT No. 2 FEBRUARY 27, 2001 (c) Subsequent to January 12, 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 January 13, 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 CUSIP No.: 746706-10-0 THE COMMERCE Group, Inc. SCHEDULE 13D AMENDMENT No. 2 FEBRUARY 27, 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. February 27, 2001 THE COMMERCE GROUP INC. Gerald Fels Executive Vice President & Chief Financial Officer Page 6 of 12 ANNEX A THE COMMERCE GROUP, INC. 211 Main Street, Webster, MA 01570 DIRECTORS

Page 7 of 12 ANNEX A DIRECTORS OF COMMERCE HOLDINGS, INC. The Commerce Insurance Company Commerce West Insurance Company Citation Insurance Company 211 Main Street, Webster, MA 01570

(1) Commerce Holdings, Inc., The Commerce Insurance Company and Citation Insurance Company only. Page 8 of 12 ANNEX A

Page 9 of 12 ANNEX A THE COMMERCE GROUP, INC. 211 Main Street, Webster, MA 01570

Page 10 of 12 ANNEX A

Page 11 of 12 ANNEX B Item 5 (c) - Information PURCHASES FROM 01/13/01 - 02/20/01 FOR PDI - PUTNAM DIVIDEND INCOME 746706-10-0

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PUTNAM DIVIDEND INCOME FUND SC 13D