UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment
No. )
Filed
by
the Registrant x
Filed
by a
Party other than the Registrant o
Check
the
appropriate box:
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
x
|
Soliciting
Material Pursuant to §240.14a-12
|
(Name
of
Registrant as Specified in Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of
Filing Fee (Check the appropriate box):
x
|
No
fee required.
|
o
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1)
|
Title
of each class of securities to which transaction
applies:
|
2)
|
Aggregate
number of securities to which transaction
applies:
|
3)
|
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
4)
|
Proposed
maximum aggregate value of
transaction:
|
o
|
Fee
paid previously with preliminary materials.
|
|
|
o
|
Check
box if any part of the fee is offset as provided by Exchange
Act Rule
0-11(a)(2) and identify the filing for which the offsetting
fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
|
1)
|
Amount
Previously Paid
|
2)
|
Form,
Schedule or Registration Statement
No.:
|
On
January
23, 2008, the following letter was mailed to shareholders of The Commerce
Group,
Inc. who have yet to return their proxy.
The
Commerce Group, Inc.
211
Main Street
Webster,
Massachusetts 01570
IMPORTANT
REMINDER TO VOTE YOUR PROXY
TO
APPROVE $36.70 PER SHARE MERGER
January
23, 2008
Dear
Commerce Group Shareholder:
Our
records indicate your vote has not
yet been received for the Special Meeting
of
Shareholders of The Commerce Group, Inc., to be held at the Company’s Policy
Services Building located at 16 Sutton Road, Webster, Massachusetts on Thursday,
February 14, 2008, at 9:00 a.m. local time. Please take a moment right
now to
ensure that your shares are represented at this important meeting.
At
the
Special Meeting, you will be asked to approve the Agreement and Plan of Merger
dated as of October 30, 2007, among The Commerce Group, Inc., MAPFRE S.A.
(MAPFRE) and Magellan Acquisition Corp., a wholly owned subsidiary of MAPRE,
and
the transactions contemplated thereby. In the proposed merger,
holders of Commerce common stock will receive $36.70 per share in
cash. We cannot
complete the merger unless the holders of two-thirds of the shares of Commerce
common stock outstanding and entitled to vote at the special meeting vote
to
approve the merger agreement. If you fail to return a
properly-signed proxy card or to vote by phone or the Internet or in person
at
the special meeting, your shares effectively will be counted as a vote against
the approval of the merger agreement.
PLEASE
VOTE YOUR SHARES TODAY BY PHONE, INTERNET OR BY COMPLETING AND MAILING THE
ENCLOSED PROXY CARD.
In
order to ensure that you have an
opportunity to vote, no matter how few or how many shares you may own, we
are
enclosing an additional proxy card that will allow you to exercise your rights
as a shareholder.
The
board of directors has
unanimously determined that the merger agreement and merger are in the best
interests of Commerce and its shareholders. Our board of directors
recommends that you vote “FOR” the proposal to approve the merger agreement and
the transactions contemplated thereby. The board also
recommends that you vote “FOR” the proposal to adjourn the meeting, if necessary
or appropriate, to solicit additional proxies in favor of approval of the
merger
agreement.
Please
vote today by telephone or by
the Internet pursuant to the instructions enclosed. Remember – every share
and every vote counts! Alternatively, you may sign,
date and
mail your proxy card in the envelope provided. If you have any
questions, please call MacKenzie Partners, Inc., which is assisting with
the
solicitation, toll-free at (800) 322-2885 or collect at (212) 929-5500.
If
you
have not yet voted, we thank you in advance for voting promptly. If
by now you have voted, we thank you.
Sincerely,
/s/
Gerald
Fels
Gerald
Fels
Chief
Executive Officer