-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S3MBu3iG1oYrDjSoEyd23hb9jJuatFxilLK6kkZSS1EmfyfWG+Ouj2TEqVBw0rMR LUVAiWwdMwAZeEgXqwa/kQ== 0000950152-95-000663.txt : 19950419 0000950152-95-000663.hdr.sgml : 19950419 ACCESSION NUMBER: 0000950152-95-000663 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950418 EFFECTIVENESS DATE: 19950418 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROGRESSIVE CORP/OH/ CENTRAL INDEX KEY: 0000080661 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 340963169 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-38793 FILM NUMBER: 95529317 BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 2164647471 S-8 POS 1 THE PROGRESSIVE CORPORATION S-8 POS 1 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. 1 2 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. 2 3 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 3 4 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 4 -----END PRIVACY-ENHANCED MESSAGE-----