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As filed with the Securities and Exchange Commission on April 6, 1995
Registration No. 33-38107
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 34-0963169
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
6300 Wilson Mills Road, Mayfield Village, Ohio 44143
(Address of Principal Executive Offices) (Zip Code)
SCHNEIDER SHARE OPTION AGREEMENT
(Full title of the plan)
David M. Schneider, Secretary
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
(Name and address of agent for service)
(216) 461-5000
(Telephone number, including area code, of agent for service)
Pursuant to Rule 416(a) under the Securities Act of 1933, the amount
of securities registered under the Registration Statement shall include an
indeterminate number of additional Common Shares that may become issuable
pursuant to the anti-dilution provisions of the Plan.
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
- - - - - - - - - - - - - - - - - - - -
THE PROGRESSIVE CORPORATION
- - - - - - - - - - - - - - - - - - - -
REGISTRATION COVERS SHARES ISSUABLE
TO PREVENT DILUTION
On December 8, 1992, The Progressive Corporation (the "Company")
effected a 3-for-1 split of the Company's Common Shares, $1.00 par value (the
"Common Shares"), in the form of a stock dividend. Pursuant to the anti-
dilution provisions of the Share Option Agreement dated March 17, 1989 between
the Company and David M. Schneider (the "Plan"), the number of Common Shares
issuable under the Plan was increased from 75,000 to 225,000 as a result of the
3-for-1 stock split. Accordingly, the Company's Form S-8 Registration
Statement (File No. 33-38107) (the "Registration Statement") is hereby amended
to confirm the registration under the Securities Act of 1933, as amended (the
"Act") of all 225,000 Common Shares issuable under the Plan. The Registration
Statement is further amended to provide that, pursuant to Rule 416(a) under the
Act, the amount of securities registered under the Registration Statement shall
include an indeterminate number of additional Common Shares that may become
issuable pursuant to the anti-dilution provisions of the Plan.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Post-Effective Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Mayfield
Village, Ohio, on April 6, 1995.
THE PROGRESSIVE CORPORATION
By: /s/ Peter B. Lewis
----------------------
Peter B. Lewis, President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated below.
Signature Title
--------- -----
/s/ Peter B. Lewis Chairman of the Board, President and
- ---------------------------------- Director
Peter B. Lewis (Principal Executive Officer)
/s/ Charles B. Chokel Principal Financial Officer
- ----------------------------------
Charles B. Chokel
/s/ Jeffrey W. Basch Principal Accounting Officer
- ----------------------------------
Jeffrey W. Basch
Milton N. Allen* Director
- ----------------------------------
Milton N. Allen
B. Charles Ames* Director
- ----------------------------------
B. Charles Ames
Stephen R. Hardis* Director
- ----------------------------------
Stephen R. Hardis
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Norman S. Matthews* Director
- ----------------------------------
Norman S. Matthews
Donald B. Shackelford* Director
- ----------------------------------
Donald B. Shackelford
Paul B. Sigler* Director
- ----------------------------------
Paul B. Sigler
Dated: April 6, 1995
* Dane A. Shrallow, by signing his name hereto, does sign this document
on behalf of the persons indicated above pursuant to powers of
attorney duly executed by such persons and filed as an exhibit to the
Registration Statement.
By: /s/ Dane A. Shrallow
------------------------------
Dane A. Shrallow
Attorney-in-fact
Dated: April 6, 1995
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