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As filed with the Securities and Exchange Commission on December 29, 1994
Registration No. ________________
________________________________________________________________________________
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 CORPORATION EXECUTIVE DEFERRED COMPENSATION 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)
CALCULATION OF REGISTRATION FEE
____________________________________________________________________________________________________________
Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered(1) registered(2) share(3) price(3) registration fee
____________________________________________________________________________________________________________
Common Shares, 300,000 $35.875 $10,762,500 $3,711.23
$1 par value
____________________________________________________________________________________________________________
<FN>
(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) Also includes an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the Plan.
(3) The registration fee has been calculated pursuant to Rules 457(c) and (h)
based on the average of the high and low prices of such Common Shares
reported on the New York Stock Exchange on December 27, 1994.
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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 and The Progressive Corporation Executive
Deferred Compensation Plan ("Plan") are incorporated into this Registration
Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, as filed with the Commission on March 29, 1994 (File
No. 1-9518);
(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;
and
(3) 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 and the Plan 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
deregisters 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 a
determination is made (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, 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, a
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corporation shall pay a director's expenses, including attorneys' fees,
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 pursuant to 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 Corporation Executive Deferred Compensation Plan
4(b) Trust Agreement dated December 28, 1994 between The Progressive
Corporation and NBD Bank, N.A., as Trustee
4(c) Form of Deferral Agreement to be executed by Plan participants
4(d) Amended Articles of Incorporation of the Registrant (incorporated by
reference to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993, as filed with the Securities and Exchange
Commission on April 23, 1993; see Exhibit 3 therein)
4(e) Code of Regulations of the Registrant (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1991, as filed with the Securities and Exchange Commission on May 6,
1991; see Exhibit 3(B) therein)
5 Opinion of Baker & Hostetler
23(a) Consent of Coopers & Lybrand, Independent Accountants
23(b) Consent of Baker & Hostetler (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
28 Schedule P to 1993 Annual Statements of Registrant's subsidiaries, as
furnished to State Insurance Regulatory Authorities (incorporated by
reference to the Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993, as filed with the Securities and Exchange
Commission on March 29, 1994; see Exhibit 28 therein)
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
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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;
(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) above 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, State of Ohio, on December 28, 1994.
THE PROGRESSIVE CORPORATION
By /s/ David M. Schneider
---------------------------------
David M. Schneider, 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 and on the date indicated below.
Signature Title
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Peter B. Lewis* Chairman of the Board, President and Director (Principal
- -------------------------- Executive Officer of Registrant)
Peter B. Lewis
Charles B. Chokel* Principal Financial Officer
- --------------------------
Charles B. Chokel
Jeffrey W. Basch* Principal Accounting Officer
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Jeffrey W. Basch
Milton N. Allen* Director
- --------------------------
Milton N. Allen
B. Charles Ames* Director
- --------------------------
B. Charles Ames
Stephen R. Hardis* Director
- --------------------------
Stephen R. Hardis
Norman S. Matthews* Director
- --------------------------
Norman S. Matthews
Donald B. Shackelford* Director
- --------------------------
Donald B. Shackelford
Paul B. Sigler* Director
- --------------------------
Paul B. Sigler
Dated: December 28, 1994
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* 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 exhibits to this Registration
Statement.
/s/ David M. Schneider
---------------------------
David M. Schneider
Attorney-in-fact
Dated: December 28, 1994
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, State of Ohio on December 28, 1994.
Executive Compensation Committee of
the Board of Directors of The Progressive
Corporation, as Administrator of
The Progressive Corporation
Executive Deferred Compensation Plan
By: /s/ Milton N. Allen
--------------------------------------
Milton N. Allen
By: /s/ Norman S. Matthews
--------------------------------------
Norman S. Matthews
By: /s/ Donald B. Shackelford
--------------------------------------
Donald B. Shackelford
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EXHIBIT INDEX
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Page Number
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4(a) The Progressive Corporation Executive
Deferred Compensation Plan
4(b) Trust Agreement dated December 28,
1994 between The Progressive Corporation
and NBD Bank, N.A., as Trustee
4(c) Form of Deferral Agreement to be executed
by Plan Participants
4(d) Amended Articles of Incorporation of the
Registrant (incorporated by reference to
the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31,
1993, as filed with the Securities and
Exchange Commission on April 23, 1993;
see Exhibit 3 therein)
4(e) Code of Regulations of the Registrant
(incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1991,
as filed with the Securities and Exchange
Commission on May 6, 1991; see Exhibit
3(B) therein)
5 Opinion of Baker & Hostetler
23(a) Consent of Coopers & Lybrand, Independent
Accountants
23(b) Consent of Baker & Hostetler (included in
Exhibit 5)
24(a) Powers of Attorney
24(b) Resolutions of Board of Directors of the
Registrant as to Power of Attorney,
certified by Secretary of the Registrant
28 Schedule P to 1993 Annual Statements of
the Registrant's Subsidiaries, as
Furnished to State Insurance Regulatory
Authorities (incorporated by reference to
the Registrant's Annual Report on Form
10-K for the fiscal year ended December
31, 1993, as filed with the Securities
and Exchange Commission on March 29,
1994; see Exhibit 28 therein)
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