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As filed with the Securities and Exchange Commission on July 12, 2000
Registration No.333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Number)
incorporation or organization)
6300 Wilson Mills Road, Mayfield Village, Ohio 44143
(Address of Principal Executive Offices) (Zip Code)
THE PROGRESSIVE RETIREMENT SECURITY PROGRAM
(Full title of the plan)
R. Steven Kestner, Secretary
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
(Name and address of agent for service)
(440) 461-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1,2) share(3) price(3) registration fee(3)
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<S> <C> <C> <C> <C>
Common
Shares, $1.00 1,000,000 $78.5625 $78,562,500 $20,740.50
par value
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
(2) Pursuant to Rule 416(a), the amount of securities registered under
this Registration Statement shall include an indeterminate number of additional
Common Shares that may become issuable as a result of stock splits, stock
dividends or similar transactions pursuant to the anti-dilution provisions of
the employee benefit plan described herein.
(3) The registration fee has been calculated pursuant to Rule 457(c)
and (h) based on the average of the high and low prices of such Common Shares
reported in the consolidated reporting system on July 10, 2000.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant are incorporated by reference
into this Registration Statement:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, filed with the Commission on March 30, 2000;
(2) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "1934 Act") since the
end of the fiscal year covered by the report referred to in (1) above;
(3) The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 1999, filed with the Commission on June 27, 2000; and
(4) The description of the Common Shares contained in the Registrant's
Registration Statement filed on Form 10 under the 1934 Act on file with
the Commission and any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold, or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Article VI of the Code of Regulations of the Registrant provides for
indemnification of any director, officer or employee in certain instances, as
permitted under Section 1701.13(E) of the Ohio Revised Code, against any
expenses, judgments, decrees, fines, penalties or amounts paid in settlement in
connection with the defense of any action, suit or proceeding, criminal or
civil, to which he was, is or may be a party by reason of his status as such
director, officer or employee.
A director, officer or employee is only entitled to indemnification if
he is successful on the merits or otherwise in the defense of any such action,
suit or proceeding or if a determination is made pursuant to Article VI of the
Registrant's Code of Regulations (i) by the directors of the Registrant acting
at a meeting at which a quorum consisting of directors who neither were nor are
parties to or threatened with any such action, suit or proceeding is present, or
(ii) by the shareholders of the Registrant at a meeting held for such purpose by
the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Registrant on such proposal or without a
meeting by the written consent of the holders of shares entitling them to
exercise two-thirds of the voting power on such proposal, that such director,
officer or employee (a) was not, and has not been adjudicated to have been,
negligent or guilty of misconduct in the performance of his duty to the
Registrant, (b) acted in good faith and in a manner he reasonably believed to be
in the best interest of the Registrant and (c) in any matter the subject of a
criminal action, suit or proceeding, had no reasonable cause to believe that his
conduct was unlawful.
The expenses of each director, officer or employee incurred in
defending any such action, suit or proceeding may be paid by the Registrant as
they are incurred in advance of the final disposition of such action, suit or
proceeding, as authorized by the Board of Directors in the specific case, upon
receipt of an undertaking by the director, officer or employee to repay such
expenses unless it shall ultimately be determined that he is entitled to be
indemnified by the Registrant.
Additionally, Section 1701.13(E)(5)(a) of the Ohio Revised Code
provides that, unless prohibited by specific reference in a corporation's
articles of incorporation or code of regulations (which prohibition is not
contained in the Registrant's Articles of Incorporation or Code of Regulations),
a corporation shall pay a director's expenses, including attorney's fees,
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as such expenses are incurred, in defending an action, suit or proceeding
brought against him in such capacity, whether such action, suit or proceeding
is brought by a third party or by or in the right of the corporation; provided
the director delivers to the corporation an undertaking to (a) repay such
amount if it is proved by clear and convincing evidence in a court of competent
jurisdiction that his action or failure to act was undertaken with deliberate
intent to injure the corporation or with reckless disregard for the best
interests of the corporation and (b) reasonably cooperate with the corporation
in such action, suit or proceeding.
Section 1701.13(E)(7) of the Ohio Revised Code provides that a
corporation may purchase insurance or furnish similar protection for any
director, officer or employee against any liability asserted against him in any
such capacity, whether or not the corporation would have power to indemnify him
under Ohio law. Such insurance may be purchased from or maintained with a person
in which the corporation has a financial interest.
The Registrant maintains directors and officers liability insurance in
the amount of $20,000,000 under a policy issued by a wholly-owned subsidiary of
the Registrant. The risks covered by such policy include certain liabilities
under the securities laws.
Item 8. EXHIBITS.
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4(a) The Progressive Retirement Security Program (1999 Amendment and
Restatement), as further amended as of August 1, 1999
4(b) Trust Agreement dated as of January 1, 1999 between the Registrant and
American Express Trust Company, as amended on March 11, 1999
4(c) Amended Articles of Incorporation, as amended, of the Registrant
(incorporated by reference to Registration No. 333-51613, filed with
the Commission on May 1, 1998; see Exhibit 4(c) therein)
4(d) Code of Regulations of the Registrant
5 Opinion of Baker & Hostetler LLP
23(a) Consent of PricewaterhouseCoopers L.L.P., Independent Accountants
23(b) Consent of Baker & Hostetler LLP (included in Exhibit 5)
24(a) Powers of Attorney
24(b) Resolutions of the Board of Directors of the Registrant as to Power of
Attorney, certified by Secretary of the Registrant
The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plan and all amendments thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes thereto
required by the IRS in order to qualify the Plan under Section 401 of the
Internal Revenue Code.
Item 9. UNDERTAKINGS.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered
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would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Mayfield Village, Ohio, on July 12, 2000.
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THE PROGRESSIVE CORPORATION
By: /s/ R. Steven Kestner
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R. Steven Kestner, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed
below by the following persons in the capacities indicated on July 12, 2000.
Signature Title
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<S> <C>
Peter B. Lewis* Chairman, President, Director and
------------------------------------ Principal Executive Officer
Peter B. Lewis
Charles B. Chokel* Chief Executive Officer - Investments and Capital Management and a
------------------------------------ Director
Charles B. Chokel
Glenn M. Renwick* Chief Executive Officer -Insurance Operations and a Director
------------------------------------
Glenn M. Renwick
W. Thomas Forrester, II* Treasurer and Principal Financial Officer
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W. Thomas Forrester, II
Jeffrey W. Basch* Principal Accounting Officer
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Jeffrey W. Basch
Milton N. Allen* Director
------------------------------------
Milton N. Allen
B. Charles Ames* Director
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B. Charles Ames
James E. Bennett, III* Director
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James E. Bennett, III
Charles A. Davis* Director
------------------------------------
Charles A. Davis
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Stephen R. Hardis* Director
------------------------------------
Stephen R. Hardis
Janet Hill* Director
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Janet Hill
Director
------------------------------------
Jeffrey D. Kelly
Norman S. Matthews* Director
------------------------------------
Norman S. Matthews
Director
------------------------------------
Donald B. Shackelford
* R. Steven Kestner, 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 this Registration
Statement.
/s/ R. Steven Kestner
R. Steven Kestner
Attorney-in-fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the undersigned Plan Administrator has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Mayfield Village, Ohio, on July 12, 2000.
Progressive Casualty Insurance Company, as
Administrator of The Progressive Retirement
Security Program
By: /s/ Dane A. Shrallow
---------------------------------------
Dane A. Shrallow
Secretary
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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4(a) The Progressive Retirement Security Program (1999
Amendment and Restatement), as further amended on
August 1, 1999
4(b) Trust Agreement dated as of January 1, 1999 between
the Registrant and American Express Trust Company, as
amended on March 11, 1999
4(c) Amended Articles of Incorporation, as amended, of the
Registrant (incorporated by reference to Registration
Statement No. 333-51613, filed with the Commission on
May 1, 1998; see Exhibit 4(c) therein)
4(d) Code of Regulations of the Registrant
5 Opinion of Baker & Hostetler LLP
23(a) Consent of PricewaterhouseCoopers
L.L.P., Independent Accountants
23(b) Consent of Baker & Hostetler LLP
(included in Exhibit 5)
24(a) Powers of Attorney
24(b) Resolutions of the Board of Directors of the
Registrant as to Power of Attorney, certified by
Secretary of the Registrant
