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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1 )(1)
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The Progressive Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
743315103
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(CUSIP Number)
03/07/2000
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, SEE the NOTES).
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CUSIP No. 743315103 13G Page 2 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
The TCW Group, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada corporation
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 8,044,802
REPORTING -----------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0-
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8. SHARED DISPOSITIVE POWER
8,044,802
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,044,802
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%(see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 743315103 13G Page 3 of 8 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Day
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 5. SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 8,044,802
REPORTING -----------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH -0-
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
8,044,802
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,044,802
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
/ /
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.0%(see response to Item 4)
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12. TYPE OF REPORTING PERSON*
HC/IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 4 of 8 Pages
Item 1(a). Name of Issuer:
The Progressive Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
6300 Wilson Mills Rd.
Mayfield Village, OH 44143
Item 2(a). Name of Persons Filing:
Item 2(b). Address of Principal Business Office, or if None,
Residence:
Item 2(c). Citizenship:
The TCW Group, Inc.
865 South Figueroa Street
Los Angeles, CA 90017
(Nevada Corporation)
Robert Day
865 South Figueroa Street
Los Angeles, CA 90017
(United States Citizen)
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
743315103
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Page 5 of 8 Pages
Item 3. If This Statement Is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) / / Broker or dealer registered under Section 15 of
the Exchange Act.
(b) / / Bank as defined in Section 3(a)(6) of the
Exchange Act.
(c) / / Insurance company as defined in Section 3(a)(19)
of the Exchange Act.
(d) / / Investment company registered under Section 8 of
the Investment Company Act.
(e) / / An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
(f) / / An employee benefit plan or endowment fund in
accordance with13d-1(b)(1)(ii)(F).
(g) /X/ A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G).
(SEE Item 7)
The TCW Group, Inc.
Robert Day (individual who may be deemed
to control The TCW Group, Inc. and
other entities which hold the Common
Stock of the issuer)
(h) / / A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act.
(i) / / A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act.
(j) / / Group, in accordance with
Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check
this box. / /
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Page 6 of 8 Pages
Item 4. Ownership **
THE TCW GROUP, INC.
(a) Amount beneficially owned: 8,044,802
(b) Percent of class: 11.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: none.
(ii) Shared power to vote or to direct the
vote: 8,044,802
(iii) Sole power to dispose or to direct the
disposition of: none.
(iv) Shared power to dispose or to direct the
disposition of: 8,044,802
ROBERT DAY ***
(a) Amount beneficially owned: 8,044,802
(b) Percent of class: 11.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: none.
(ii) Shared power to vote or to direct the
vote: 8,044,802
(iii) Sole power to dispose or direct the disposition
of: none.
(iv) Shared power to dispose or to direct the
disposition of: 8,044,802
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** The filing of this Schedule 13G shall not be construed as an admission
that the reporting person or any of its affiliates is, for the purposes
of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the
beneficial owner of any securities covered by this Schedule 13G. In
addition, the filing of this Schedule 13G shall not be construed as an
admission that the reporting person or any of its affiliates is the
beneficial owner of any securities covered by this Schedule 13G for any
other purposes than Section 13(d) of the Securities Exchange Act of
1934.
*** Shares reported for Robert Day include shares reported for
The TCW Group, Inc.
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Page 7 of 8 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following / /.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Various persons other than as described in Item 4 have the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock of The Progressive
Corporation.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
SEE Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. SEE Exhibits A and B.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Because this statement is filed pursuant to Rule 13d-1(b), the
following certification is included:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated this 9th day of March, 2000.
The TCW Group, Inc.
By: /s/ Philip K. Holl
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Philip K. Holl
Authorized Signatory
Robert Day
By: /s/ Philip K. Holl
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Philip K. Holl
Under Power of Attorney dated January 19,
2000, on File with Schedule 13G Amendment
No. 2 for J. Baker, Inc. dated
January 20, 2000.
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EXHIBIT 21
RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANY
PART A: TCW ENTITIES
PARENT HOLDING COMPANY:
The TCW Group, Inc.
Robert Day (an individual who may be deemed to control The TCW
Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
(i) Trust Company of the West, a California corporation and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934.
(ii) TCW Asset Management Company, a California corporation and an
Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(iii)TCW Funds Management, Inc., a California corporation and an
Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(iv) TCW Capital Investment Corporation, a California corporation
and an Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(v) TCW Advisors, Inc., a California corporation and an Investment
Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
Note: No Common Stock of The Progressive Corporation is held directly by
The TCW Group, Inc. Other than the indirect holdings of The TCW
Group, Inc., no Common Stock of The Progressive Corporation is held
directly or indirectly by Robert Day, an individual who may be
deemed to control The TCW Group, Inc.
PART B: NON TCW ENTITIES
PARENT HOLDING COMPANY:
Robert Day (an individual who may be deemed to control the entities
described below which are not subsidiaries of The TCW Group, Inc.)
RELEVANT SUBSIDIARIES THAT ARE PERSONS DESCRIBED IN RULE 13d-1(b):
Oakmont Corporation, a California corporation and an Investment
Adviser registered under Section 203 of the Investment Advisers Act
of 1940.
A-1
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EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is accurate.
Dated this 9th day of March, 2000.
The TCW Group, Inc.
By: /s/ Philip K. Holl
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Philip K. Holl
Authorized Signatory
Robert Day
By: /s/ Philip K. Holl
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Philip K. Holl
Under Power of Attorney dated January 19,
2000, on File with Schedule 13G Amendment
No. 2 for J. Baker, Inc. dated
January 20, 2000.
B-1
