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As filed with the Securities and Exchange Commission on April 12, 1995
Registration No. 33-46944
________________________________________________________________________________
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)
PROGRESSIVE PARTNERS
STOCK OPTION PLAN
(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 stock options issued pursuant
to 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 RESULTING FROM STOCK
SPLITS, STOCK DIVIDENDS OR SIMILAR TRANSACTIONS
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 stock options awarded under the Progressive Partners Stock
Option Plan (the "Plan"), the number of Common Shares issuable under the Plan
was increased from 100,000 to 300,000 as a result of said 3-for-1 stock split.
Accordingly, the Company's Form S-8 Registration Statement (File No. 33-46944)
(the "Registration Statement") is hereby amended to confirm the registration
under the Securities Act of 1933, as amended (the "Act") of all 300,000 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 stock options awarded 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 12, 1995.
THE PROGRESSIVE CORPORATION
By:/s/David M. Schneider
------------------------------
David M. Schneider, Secretary
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
--------- -----
Peter B. Lewis* Chairman of the Board, President and Director
- -------------------------- (Principal Executive Officer)
Peter B. Lewis
/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 12, 1995
* David M. Schneider, 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/David M. Schneider
---------------------------------
David M. Schneider
Attorney-in-fact
Dated: April 12, 1995
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