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As filed with the Securities and Exchange Commission on April 18, 1995
Registration No. 33-38793
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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)
THE PROGRESSIVE CORPORATION
1989 INCENTIVE 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 Plan.
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POST-EFFECTIVE AMENDMENT NO. 2
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. As a result of this
stock split, pursuant to the anti-dilution provisions of The Progressive
Corporation 1989 Incentive Plan (the "Plan"), the number of Common Shares
issuable under the Plan was increased to three (3) Common Shares for every one
(1) Common Share reserved for issuance thereunder. Accordingly, the Company's
Form S-8 Registration Statement (File No. 33-38793) (the "Registration
Statement") is hereby amended to confirm the registration under the Securities
Act of 1933, as amended, (the "Act") of an additional 300,000 Common Shares
which have been authorized and reserved for issuance under the Plan pursuant to
the anti-dilution provisions thereof, and to confirm that, as a result, a total
of 450,000 Common Shares issuable under the Plan are registered under the Act
pursuant to the Registration Statement. 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. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Mayfield
Village, Ohio, on April 18, 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. 2 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
Director
- ---------------------------
Paul B. Sigler
Dated: April 18, 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 18, 1995
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