SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
The Progressive Corporation
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(Name of Issuer)
Common Shares, $1.00 Par Value
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(Title of Class of Securities)
743315 10 3
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(CUSIP Number)
December 31, 2003
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(Date of Event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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13G
CUSIP NO. 743315 10 3 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter B. Lewis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
SHARES 19,390,260 (See footnote 1 below)
BENEFICIALLY --------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON --------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
19,390,260 (See footnote 1 below)
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,390,260 (See footnote 1 below)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. As of 12/31/03. Includes the following: (i) 30,600 Common Shares
held by a charitable corporation of which Mr. Lewis is a trustee and an officer,
and as to which Mr. Lewis disclaims any beneficial interest; (ii) 1,422,282
Common Shares held by two family limited partnerships, in which Mr. Lewis
directly or indirectly holds general and/or limited partnership interests, and
2,709,207 Common Shares held by three family limited liability companies, in
which Mr. Lewis directly or indirectly holds membership interests, and as to
which Mr. Lewis disclaims any beneficial interests except to the extent of his
pecuniary interests therein; (iii) 661,627 Common Shares which Mr. Lewis has the
right to acquire under stock options that were exercisable as of 12/31/03 or
that will become exercisable within 60 days thereafter; (iv) 49,647 Common
Shares held in an account for Mr. Lewis under the issuer's Retirement Security
Program; (v) 3,052 restricted Common Shares granted to Mr. Lewis in his capacity
as Chairman of the Board; and (vi) 14,511,823 Common Shares held by a limited
partnership which is wholly owned, directly or indirectly, by Mr. Lewis.
Page 2 of 4 Pages
SCHEDULE 13G
Item 1(a) Name of Issuer:
The name of the issuer is The Progressive Corporation (the
"Issuer").
Item 1(b) Address of Issuer's Principal Executive Offices:
The address of the Issuer's principal executive offices is
6300 Wilson Mills Road, Mayfield Village, Ohio 44143.
Item 2(a) Name of Person Filing:
The name of the person filing this Schedule 13G is Peter B. Lewis.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The address of the principal business office of Peter B. Lewis
is 6300 Wilson Mills Road, Mayfield Village, Ohio 44143.
Item 2(c) Citizenship:
Peter B. Lewis is a United States citizen.
Item 2(d) Title of Class of Securities:
The class of securities which is the subject of this Schedule
13G is Common Shares, $1.00 par value, of the Issuer.
Item 2(e) CUSIP Number:
The CUSIP number for such class of securities is 743315 10 3.
Item 3 Not Applicable.
Item 4 Ownership
(a) Amount Beneficially Owned 19,390,260*
(b) Percent of Class 8.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 19,390,260*
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the
disposition of 19,390,260*
(iv) shared power to dispose or to direct the
disposition of -0-
* See footnote 1 on page 2.
Page 3 of 4 Pages
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certifications:
Not Applicable.
SIGNATURE
After reasonable 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.
Date: February 6, 2004
Signature: /s/ Peter B. Lewis
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Name/Title: Peter B. Lewis
Page 4 of 4 Pages