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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 26, 1999
THE PROGRESSIVE CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 1-9518 34-0963169
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) No.)
6300 Wilson Mills Road, Mayfield Village, Ohio 44143
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 440-461-5000
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Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 23, 1999, The Progressive Corporation (the "Company") began an
underwritten public offering of $300 million aggregate principal amount of the
Company's 6-5/8% Senior Notes due 2029, to be issued under the Company's
previously filed Registration Statement on Form S-3 (File No. 333-48935) (the
"Registration Statement").
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
The following Exhibits are filed as part of this report and as
an Exhibit to the Registration Statement:
Exhibit No. Description
4.4 Second Supplemental Indenture dated
February 26, 1999 between The
Progressive Corporation and State
Street Bank and Trust Company, as
Trustee
4.5 Form of 6-5/8% Senior Notes due 2029
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 26, 1999
THE PROGRESSIVE CORPORATION
By: /s/ David M. Schneider
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Name: David M. Schneider
Title: Secretary
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EXHIBIT INDEX
Exhibit No. Form 8-K
Under Reg. Exhibit
S-K Item 601 No. Description of Exhibit
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4 4.4 Second Supplemental Indenture dated February
26, 1999 between The Progressive Corporation
and State Street Bank and Trust Company, as
Trustee
4 4.5 Form of 6-5/8% Senior Notes due 2029
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