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As filed with the Securities and Exchange Commission on April 19, 1995
Registration No. 33-64210
________________________________________________________________________________
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)
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. 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
The Registration Statement is hereby amended to provide that, pursuant to
Rule 416(a) under the Securities Act of 1933, as amended, 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 Progressive Corporation 1989
Incentive 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 19, 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
Director
- -------------------------------
Paul B. Sigler
Dated: April 19, 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 19, 1995
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