United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
John Hancock Patriot Premium Dividend Fund II
(Name of Issuer)
Common Stock
(Title of Class of Securities)
41013T-10-5
(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)
October 27, 2004
(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.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 10
NOVEMBER 9, 2004
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 4,932,100
SHARED VOTING POWER 0
SOLE DISPOSITIVE POWER 4,932,100
SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,932,100
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8%
14. TYPE OF REPORTING PERSON
[HC]
Page 2 of 6
CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 10
NOVEMBER 9, 2004
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of beneficial interest (the
"Shares"), of John Hancock Patriot Premium Dividend Fund II (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 101 Huntington
Avenue, Boston, MA, 02119-7603.
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
The source of the funds used by the Reporting Person to purchase shares
listed in Item 5(a) was working capital. This amount of the funds used to
purchase such shares reported in Annex A aggregated approximately $2,583,829.
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 15,046,539 Shares are outstanding. Based upon such number, the Reporting
Person beneficially owns 32.8% of the Fund's outstanding Shares.
(b) The Reporting Person is the beneficial owner (through its insurance
subsidiary as listed below) of 4,932,100 Shares, over which it has sole power
of disposition and voting. Such number of Shares represents approximately
32.8% of the outstanding Shares.
Shares Cost
The Commerce Insurance Company 4,932,100 $50,794,540
(c) During the period from October 27, 2003 through October 27, 2004, the
Reporting Person has effected the following sales of common stock, all of
which were made on the New York Stock Exchange (see attached Annex A). All
transactions prior to October 27, 2003 were reported on previous Schedule 13 D
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.
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CUSIP No.: 41013T-10-5 THE COMMERCE GROUP, INC.
SCHEDULE 13D
AMENDMENT No. 10
NOVEMBER 9, 2004
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
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.
November 9, 2004 THE COMMERCE GROUP INC.
/s/Gerald Fels
Gerald Fels
Executive Vice President &
Chief Financial Officer
Page 4 of 6
ANNEX A
Item 5 (c) - Information
PDT 41013T-10-5 JOHN HANCOCK PATRIOT DIV FUND II
COMMERCE INSURANCE COMPANY
SALES
From 10/27/03 - 10/27/04
TRADE SETTLEMENT SHARES SALE PRICE
DATE DATE SOLD PER SHARE CONSIDERATION
10/27/03 10/30/03 (4,500) $10.96 $ 49,160.19
10/28/03 10/31/03 (11,200) 10.96 122,349.77
10/07/04 10/13/04 (100) 11.26 1,122.47
TOTAL SALES (15,800) $ 172,632.43
COMMERCE INSURANCE COMPANY
PURCHASES
From 5/19/04 - 10/27/04
TRADE SETTLEMENT SHARES SALE PRICE ACQUISITION
DATE DATE SOLD PER SHARE COST
5/19/2004 5/24/2004 6,000 $ 9.88 $ 59,490.00
5/24/2004 5/27/2004 200 9.76 1,959.00
6/02/2004 6/07/2004 1,500 10.01 15,067.50
6/03/2004 6/08/2004 2,500 9.95 24,962.50
6/04/2004 6/09/2004 5,600 9.95 55,916.00
6/08/2004 6/11/2004 16,700 10.16 170,191.37
6/10/2004 6/15/2004 4,300 10.29 44,410.40
6/14/2004 6/17/2004 4,600 10.23 47,219.00
6/15/2004 6/18/2004 1,500 10.25 15,427.50
6/21/2004 6/24/2004 700 10.21 7,171.50
6/23/2004 6/28/2004 6,100 10.30 63,039.23
6/29/2004 7/02/2004 1,600 10.17 16,328.00
Page 5 of 6
COMMERCE INSURANCE COMPANY - continued
PURCHASES
From 5/19/04 - 10/27/04
TRADE SETTLEMENT SHARES SALE PRICE ACQUISITION
DATE DATE SOLD PER SHARE COST
7/02/2004 7/08/2004 5,500 $10.41 $ 57,440.35
7/06/2004 7/09/2004 5,800 10.37 60,368.14
7/07/2004 7/12/2004 300 10.37 3,122.49
7/09/2004 7/14/2004 13,700 10.43 143,421.19
7/12/2004 7/15/2004 200 10.59 2,125.00
7/26/2004 7/29/2004 8,600 10.69 92,235.00
7/30/2004 8/04/2004 3,000 10.66 32,073.00
8/16/2004 8/19/2004 2,500 10.84 27,187.50
8/24/2004 8/27/2004 1,000 10.91 10,945.00
8/25/2004 8/30/2004 3,800 10.94 41,695.12
8/26/2004 8/31/2004 6,100 10.85 66,380.20
9/09/2004 9/14/2004 7,400 11.04 81,923.18
9/14/2004 9/17/2004 600 11.02 6,633.00
9/20/2004 9/23/2004 5,000 11.16 55,993.00
9/21/2004 9/24/2004 2,100 11.07 23,329.53
9/22/2004 9/27/2004 5,000 11.06 55,475.00
9/23/2004 9/28/2004 10,100 11.05 111,987.79
9/24/2004 9/29/2004 23,700 11.19 266,039.61
9/27/2004 9/30/2004 2,200 11.11 24,526.04
10/01/2004 10/06/2004 5,000 11.13 55,822.00
10/04/2004 10/07/2004 2,100 11.27 23,732.52
10/07/2004 10/13/2004 26,500 11.37 302,248.40
10/08/2004 10/14/2004 15,800 11.41 180,807.30
10/13/2004 10/18/2004 2,900 11.35 33,017.37
10/21/2004 10/26/2004 1,500 11.33 17,047.50
10/25/2004 10/28/2004 10,900 11.21 122,614.10
10/26/2004 10/29/2004 4,600 11.23 51,807.96
10/27/2004 11/01/2004 10,000 11.23 112,650.00
TOTAL PURCHASES 237,200 $ 2,583,829.29
Net Commerce Total 221,400 $ 2,411,196.86
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