SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule TO

Tender Offer Statement under Section
14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 6)

THE PROGRESSIVE CORPORATION

(Name of Issuer)

THE PROGRESSIVE CORPORATION (Issuer)

(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

Common Shares, $1.00 Par Value
(Title of Class of Securities)

0743315103
(CUSIP Number of Class of Securities)

Charles E. Jarrett, Secretary
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, OH 44143
(440) 461-5000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Filing Persons)

Copy to:
John M. Gherlein, Esq.
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114
(216) 621-0200

1

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,886,676,176	$	239,041.87

* Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the purchase of 21,439,502 outstanding Common Shares, $1.00 par value, at the maximum tender offer price of $88.00 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission, equals $126.70 per million of the value of the transaction.

x   Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $239,041.87
Form of Registration No.: Schedule TO
Filing Party: The Progressive Corporation
Date Filed: September 14, 2004

o   Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o   third-party tender offer subject to Rule 14d-1
x   issuer tender offer subject to Rule 13e-4
o   going-private transaction subject to Rule 13e-3
o   amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

2

This Amendment No. 6 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 14, 2004, as amended (the “Schedule TO”), by The Progressive Corporation, an Ohio corporation (the “Company”), relating to the offer by the Company to purchase up to 17,100,000 of its common shares, $1.00 par value, (subject to its right to purchase up to an additional 2% of its outstanding shares) or such lesser number of common shares as is properly tendered and not properly withdrawn, at a purchase price not greater than $88.00 nor less than $78.00 per share, net to the seller in cash, without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 14, 2004 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), (which together, as amended or supplemented from time to time, constitute the “Offer”). This Amendment No. 6 is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the accompanying Letter of Transmittal were previously filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

The information in the Offer is incorporated in this Amendment No. 6 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:

     (c) On October 22, 2004, the Company issued a press release announcing the final results of the tender offer, which expired at 12:00 Midnight, New York City time, on Friday, October 15, 2004. A copy of the press release is filed as Exhibit (a)(5)(viii) to this Schedule TO and is incorporated herein by reference.

Item 12. Exhibits.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

Exhibit
Number	Description
(a)(5)(viii)	Press Release dated October 22, 2004.

3

SIGNATURE

     After due 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.

The Progressive Corporation
By:	/s/ Charles E. Jarrett
	Charles E. Jarrett
	Vice President, Secretary and
	Chief Legal Officer

Dated: October 22, 2004

4

EXHIBIT INDEX

Exhibit
Number	Description
(a)(1)(i)	Offer to Purchase dated September 14, 2004.*
(a)(1)(ii)	Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 14, 2004.*
(a)(1)(v)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees dated September 14, 2004.*
(a)(1)(vi)	Letter to Shareholders dated September 14, 2004.*
(a)(1)(vii)	Notice to Employees Eligible to Participate in The Progressive Retirement Security Program dated September 14, 2004.*
(a)(1)(viii)	Notice to Holders of Vested Stock Options dated September 14, 2004.*
(a)(1)(ix)	Fidelity Letter to Participants in The Progressive Retirement Security Program dated September 16, 2004.*
(a)(1)(x)	Trustee Direction Form.*
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(i)	Form of summary advertisement dated September 14, 2004.*
(a)(5)(ii)	Press Release dated September 13, 2004.*
(a)(5)(iii)	Communication to Employees dated September 13, 2004.*
(a)(5)(iv)	Q&A for Employees Concerning the Company’s Tender Offer.*
(a)(5)(v)	Press Release dated October 13, 2004, incorporated by reference to the Company’s Current Report on Form 8-K dated October 13, 2004 (filed with SEC on October 13, 2004; Exhibit 99 therein).
(a)(5)(vi)	Press Release dated October 15, 2004, incorporated by reference to the Company’s Current Report on Form 8-K dated October 15, 2004 (filed with SEC on October 15, 2004; Exhibit 99 therein).
(a)(5)(vii)	Press Release dated October 18, 2004.*
(a)(5)(viii)	Press Release dated October 22, 2004.
(b)	None.

5

Exhibit
Number	Description
(d)(1)	The Progressive Corporation 2004 Gainsharing Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(F) therein).
(d)(2)	2004 Progressive Capital Management Bonus Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(H) therein).
(d)(3)	The Progressive Corporation 2004 Executive Bonus Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(J) therein).
(d)(4)	The Progressive Corporation 2004 Information Technology Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(K) therein).
(d)(5)	The Progressive Corporation 1989 Incentive Plan (amended and restated as of April 24, 1992, as further amended on July 1, 1992 and February 5, 1993). *
(d)(6)	Form of Non-Qualified Stock Option Agreement under The Progressive Corporation 1989 Incentive Plan (single award), incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 29, 2001; Exhibit 10® therein).
(d)(7)	Form of Non-Qualified Stock Option Agreement under The Progressive Corporation 1989 Incentive Plan (multiple awards), incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 29, 2001; Exhibit 10(S) therein).
(d)(8)	The Progressive Corporation 1995 Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 30, 2000; Exhibit 10(P) therein).
(d)(9)	Form of Non-Qualified Stock Option Agreement under The Progressive Corporation 1995 Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 14, 2003; Exhibit 10(M) therein).
(d)(10)	Form of Objective-Based (now known as Performance-Based) Non-Qualified Stock Option Agreement under The Progressive Corporation 1995 Incentive Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 29, 2001; Exhibit 10(T) therein).
(d)(11)	The Progressive Corporation 2003 Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-104646 (filed with SEC on April 21, 2003; Exhibit 4(a) therein).
(d)(12)	Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Time-Based Award), incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-104646 (filed with SEC on April 21, 2003; Exhibit 4(b) therein).
(d)(13)	Form of The Progressive Corporation 2003 Incentive Plan Restricted Stock Award Agreement (Performance-Based Award), incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-104646 (filed with SEC on April 21, 2003; Exhibit 4(c) therein).
(d)(14)	The Progressive Corporation 2003 Directors Equity Incentive Plan, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-104653 (filed with SEC on April 21, 2003; Exhibit 4(a) therein).
(d)(15)	Amendment No. 1 to The Progressive Corporation 2003 Directors Equity Incentive Plan incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(V) therein).

6

Exhibit
Number	Description
(d)(16)	Form of The Progressive Corporation 2003 Directors Equity Incentive Plan Restricted Stock Award Agreement, incorporated by reference to the Company’s Registration Statement on Form S-8 No. 333-104653 (filed with SEC on April 21, 2003; Exhibit 4(b) therein).
(d)(17)	The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement), incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on May 12, 2003; Exhibit 10(A) therein).
(d)(18)	First Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement), incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(Y) therein).
(d)(19)	Second Amendment to The Progressive Corporation Executive Deferred Compensation Plan (2003 Amendment and Restatement), incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(Z) therein).
(d)(20)	The Progressive Corporation Executive Deferred Compensation Plan Deferral Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(AA) therein).
(d)(21)	The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Deferral Agreement (for 2003), incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on May 12, 2003; Exhibit (10(B) therein).
(d)(22)	The Progressive Corporation Executive Deferred Compensation Plan Performance-Based Restricted Stock Deferral Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(AC) therein).
(d)(23)	The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on May 12, 2003; Exhibit 10(C) therein).
(d)(24)	The Progressive Corporation Executive Deferred Compensation Plan Time-Based Restricted Stock Deferral Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(AE) therein).
(d)(25)	The Progressive Corporation Executive Deferred Compensation Trust (November 8, 2002 Amendment and Restatement). *
(d)(26)	First Amendment to Trust Agreement between Fidelity Management Trust Company and the Company.*
(d)(27)	The Progressive Corporation Directors Deferral Plan (Amendment and Restatement), as further amended on October 25, 1996, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 29, 2001; Exhibit 10(I) therein).
(d)(28)	The Progressive Corporation Directors Restricted Stock Deferral Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(AH) therein).
(d)(29)	The Progressive Corporation Directors Restricted Stock Deferral Plan Deferral Agreement, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with the SEC on March 4, 2004; Exhibit 10(AI) therein).
(d)(30)	The Progressive Corporation 1990 Directors’ Stock Option Plan (Amended and Restated as of April 24, 1992 and as further amended on July 1, 1992), incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 14, 2003; Exhibit 10(T) therein).

7

Exhibit
Number	Description
(d)(31)	The Progressive Corporation 1998 Directors’ Stock Option Plan, incorporated by reference to the Company’s Annual Report on Form 10-K (filed with SEC on March 14, 2003; Exhibit 10(U) therein).
(d)(32)	The Progressive Corporation Executive Separation Allowance Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(I) therein).
(d)(33)	Agreement dated May 16, 2001 between The Progressive Corporation and Glenn Renwick, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 13, 2001; Exhibit 10(A) therein).
(d)(34)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and W. Thomas Forrester, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(A) therein).
(d)(35)	Amendment to Employment Agreement between The Progressive Corporation and W. Thomas Forrester, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(A) therein).
(d)(36)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Brian J. Passell, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(B) therein).
(d)(37)	Amendment to Employment Agreement between The Progressive Corporation and Brian J. Passell, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(B).
(d)(38)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Charles E. Jarrett, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(C) therein).
(d)(39)	Amendment to Employment Agreement between The Progressive Corporation and Charles E. Jarrett, incorporated by reference to the Company’s Quarterly Report on form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(C) therein).
(d)(40)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Glenn M. Renwick, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(D) therein).
(d)(41)	Amendment to Employment Agreement between The Progressive Corporation and Glenn M. Renwick, incorporated by reference to the Company’s Quarterly Report on form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(D) therein).
(d)(42)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Richard H. Watts, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(E) therein).
(d)(43)	Amendment to Employment Agreement between The Progressive Corporation and Richard H. Watts, incorporated by reference to the Company’s Quarterly Report on form 10-Q (filed with SEC on August 14, 2003, Exhibit 10(E) therein).
(d)(44)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Raymond M. Voelker, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(F) therein).

8

Exhibit
Number	Description
(d)(45)	Amendment to Employment Agreement between The Progressive Corporation and Raymond M. Voelker, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(F) therein).
(d)(46)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Robert T. Williams, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(G) therein).
(d)(47)	Amendment to Employment Agreement between The Progressive Corporation and Robert T. Williams, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 14, 2003, Exhibit 10(G) therein).
(d)(48)	Employment Agreement dated August 24, 2001 between The Progressive Corporation and Alan R. Bauer, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on November 5, 2001; Exhibit 10(H) therein).
(d)(49)	Amendment to Employment Agreement between The Progressive Corporation and Alan R. Bauer, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on August 14, 2003; Exhibit 10(H) therein).
(d)(50)	Employment Agreement dated April 21, 2003 between The Progressive Corporation and S. Patricia Griffith, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on May 12, 2003; Exhibit 10(I) therein).
(d)(51)	Employment Agreement dated April 21, 2003 between The Progressive Corporation and William M. Cody, incorporated by reference to the Company’s Quarterly Report on Form 10-Q (filed with SEC on May 12, 2003; Exhibit 10(J) therein).
(g)	Not applicable.
(h)	Not applicable.

* Previously filed

9

EX-99.A.5.VIII

EXHIBIT (a)(5)(viii)

NEWS
RELEASE

The Progressive Corporation	Company Contact:
6300 Wilson Mills Road Mayfield Village, Ohio http://www.progressive.com	Thomas A. King (440) 395-2260

THE PROGRESSIVE CORPORATION ANNOUNCES FINAL RESULTS OF “DUTCH AUCTION”
TENDER OFFER

MAYFIELD VILLAGE, OHIO – October 22, 2004 – The Progressive Corporation (NYSE: PGR) today announced the final results of its modified “Dutch auction” tender offer to purchase up to 17.1 million of its Common Shares, $1.00 par value. The tender offer expired at 12:00 midnight, New York City time, on Friday, October 15, 2004.

Based on the final count by the depositary for the tender offer, 16,919,674 Common Shares were properly tendered at prices at or below $88 per share and not withdrawn. Because shareholders tendered less than 17.1 million shares, there was no proration of tendered shares. Accordingly, the Company has accepted for purchase and will promptly pay for all 16,919,674 shares at a price of $88 per share. Any shares received in the tender offer that were not tendered properly will be promptly returned to the tendering shareholders.

The Common Shares purchased by the Company pursuant to the tender offer comprised approximately 7.8% of the Company’s outstanding shares as of September 30, 2004. After these shares are purchased, approximately 200.1 million shares will remain outstanding.

As previously announced, the completion of the tender offer will not reduce the number of shares available for repurchase by the Company, as authorized by the Board of Directors in April 2003 and confirmed by the Board in September 2004. Currently, 10,188,101 shares remain available for repurchase under that authorization. The Company, therefore, may repurchase additional shares from time to time in the open market or in privately negotiated transactions, subject to applicable laws.

The Progressive group of insurance companies ranks third in the nation for auto insurance based on premiums written. The companies that offer insurance directly (by phone at 1-800-PROGRESSIVE and online at progressive.com) market their products and services through the Progressive Direct brand, while the companies that offer insurance through more than 30,000 independent agencies and insurance brokers in the U.S. market their products and services through the Drive Insurance from Progressive brand. The Common Shares of The Progressive Corporation, the holding company, are publicly traded at NYSE:PGR. More information can be found at progressive.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Statements in this release that are not historical fact are forward-looking statements that are subject to certain risks and uncertainties that could cause actual events and results to differ materially from those discussed herein. These risks and uncertainties include, without limitation, uncertainties related to estimates, assumptions and projections generally; the operating results of and prospects for the Company’s business; inflation and changes in economic conditions (including changes in interest rates and financial markets); changes in the market price of the Company’s Common Shares; changes in the amount of capital required to be maintained and actually maintained by the Company; the Company’s ability to obtain regulatory approval for requested rate changes and the timing thereof; legislative and regulatory developments; the outcome of litigation pending or that may be filed against the Company; acts of war and terrorist activities; the Company’s ability to maintain the uninterrupted operation of its facilities, systems (including information technology systems) and business functions; court decisions and trends in litigation; and other matters described from time to time by the Company in releases and publications, and in periodic reports and other documents filed with the United States Securities and Exchange Commission.