SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 20)*
The Progressive Corporation
---------------------------
(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, 2002
-----------------
(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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CUSIP No. 743315 10 3 13G 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
298-24-6288
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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 20,879,265 (See footnote 1 below)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------
6 SHARED VOTING POWER
-0-
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7 SOLE DISPOSITIVE POWER
20,887,926 (See footnote 2 below)
-----------------------------------------------------------
8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,887,926 (See footnote 2 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
9.52%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. As of 12/31/02. Includes the following: 38,274 Common Shares held by
a charitable corporation of which Mr. Lewis is a trustee and an officer, as to
which Mr. Lewis disclaims any beneficial interest; 1,429,282 Common Shares held
by two family limited partnerships in which Mr. Lewis holds general partnership
interests, and 2,742,707 Common Shares held by three family limited liability
companies in which Mr. Lewis holds a membership interest, as to which Mr. Lewis
disclaims any beneficial interest except to the extent of his pecuniary interest
therein; 1,374,702 shares which Mr. Lewis has the right to acquire under stock
options that were exercisable as of 12/31/02 or that will become exercisable
within 60 days thereafter; and 49,477 Common Shares held in an account for Mr.
Lewis under the issuer's Retirement Security Program.
2. As of 12/31/02. Includes all Common Shares referenced in Box 5 above
(subject to footnote 1 above), plus 8,661 Common Shares held in an account for
Mr. Lewis under the issuer's Executive Deferred Compensation Plan, as to which
Mr. Lewis has no voting power.
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 20,887,926**
(b) Percent of Class 9.52%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 20,879,265***
(ii) shared power to vote or to direct the vote -0-
(iii) sole power to dispose or to direct the disposition of 20,887,926**
(iv) shared power to dispose or to direct the disposition of -0-
** See footnote 2 on page 2.
*** 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 4, 2003
Signature: /s/ Peter B. Lewis
--------------------------
Name/Title: Peter B. Lewis
Page 4 of 4 Pages