-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PdEidu4UsCJI4u8lR1OnEz0Ii1hH/erPYgCixRdmZKvxy069aCES2k3w0jWAJuoJ n+1hBHFw28jqurlXxfBBfA== 0000950152-04-007440.txt : 20041018 0000950152-04-007440.hdr.sgml : 20041018 20041018114953 ACCESSION NUMBER: 0000950152-04-007440 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041018 SUBJECT COMPANY: 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: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33834 FILM NUMBER: 041082589 BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 4404615000 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 BUSINESS PHONE: 4404615000 MAIL ADDRESS: STREET 1: 6300 WILSON MILLS RD CITY: MAYFIELD VILLAGE STATE: OH ZIP: 44143 SC TO-I/A 1 l10010asctoviza.htm THE PROGRESSIVE CORPORATION SCHEDULE TO-I/AMENDMENT 5 The Progressive Corporation 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. 5)

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: o

2

 

This Amendment No. 5 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. 5 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. 5 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 18, 2004, the Company issued a press release announcing the preliminary 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)(vii) 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)(vii)
  Press Release dated October 18, 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 18, 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)
  Current Report on Form 8-K dated October 15, 2004 filed by the Company with SEC on October 15, 2004 and incorporated herein by reference.
 
    
(a)(5)(vii)
  Press Release dated October 18, 2004.
 
    
(b)
  None.

5

 

     
(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(R) 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

 

     
(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

 

     
(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

 

     
(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.VII 2 l10010aexv99waw5wvii.txt EXHIBIT (A)(5)(VII) PRESS RELEASE Exhibit (a)(5)(vii) PROGRESSIVE NEWS RELEASE - -------------------------------------------------------------------------------- The Progressive Corporation COMPANY CONTACT: 6300 Wilson Mills Road Thomas A. King Mayfield Village, Ohio (440) 395-2260 http://www.progressive.com - -------------------------------------------------------------------------------- THE PROGRESSIVE CORPORATION ANNOUNCES PRELIMINARY RESULTS OF "DUTCH AUCTION" TENDER OFFER MAYFIELD VILLAGE, OHIO - October 18, 2004 - The Progressive Corporation (NYSE: PGR) today announced the preliminary 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. A preliminary count by the depositary for the tender offer indicates that approximately 16.9 million Common Shares were properly tendered at prices at or below $88 per share and not withdrawn, including approximately 6.7 million shares tendered pursuant to notices of guaranteed delivery. Because shareholders tendered less than 17.1 million Common Shares, the Company anticipates that the tendered shares will not be subject to proration. As a result, the Company expects to purchase approximately 16.9 million Common Shares at a purchase price of $88 per share. These figures are based on preliminary results and are subject to verification and proper delivery of shares tendered pursuant to notices of guaranteed delivery. The final number of Common Shares accepted for purchase will be determined and announced promptly after the final results of the tender offer are available, which the Company expects to be completed within 5 business days. The Company will then promptly commence payment for the Common Shares accepted for purchase, and all other tendered shares (if any) will be returned to the tendering shareholders. All inquiries concerning the tender offer should be directed to the information agent, Morrow & Co., Inc., at (800) 607-0088, or to the dealer manager for the tender offer, J.P. Morgan Securities, Inc., at (866) 262-0777. 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: This press release contains statements regarding the anticipated purchase of Common Shares by The Progressive Corporation from its shareholders pursuant to its modified "Dutch auction" tender offer. 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 risk that shareholders who tendered shares pursuant to a Notice of Guaranteed Delivery will not deliver the shares, as required; risks associated with the conditions to the tender offer as described in the Offer to Purchase dated September 14, 2004, as amended, which was distributed to shareholders; 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. -----END PRIVACY-ENHANCED MESSAGE-----