Mayfield Village, Ohio-based Progressive Corp. warned its stockholders today that a "mini-tender offer" by Toronto-based TRC Capital Corp. for five million of its shares is more than $2 below the stock's closing price on Friday.

The insurer noted that the Securities Exchange Commission (SEC) has issued an investor alert regarding such offers, noting that "some bidders make 'mini-tender' offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

TRC was offering $16.60 per share, which Progressive said was more than 4 percent below the April 15 per share closing price of $17.37, the day before the mini-tender offer was commenced, and approximately 11 percent below Friday's $18.64 per share closing price.

Last month, Progressive reported it had 677.5 million shares of common stock outstanding, meaning the TRC offer would be less than 1 percent of the company.

Progressive said it is urging investors to obtain current market quotations for their Progressive shares, "consult with their broker or financial adviser and exercise caution with respect to this offer. Progressive does not endorse this offer and recommends that stockholders not tender their shares in response to TRC's offer."

According to the insurer, "TRC has a history of making mini-tender offers for the shares of other companies for its own profit."

Mini-tender offers, Progressive noted, are third-party offers which seek to acquire less than 5 percent of a company's outstanding shares and thereby avoid many procedural protections and disclosure requirements of the SEC that apply to offers for more than 5 percent of a company's outstanding shares.

The company said stockholders who have already tendered are advised that, under the terms of the published offer, they may withdraw their shares by providing the written notice described in TRC's offering documents prior to the expiration of the offer, currently scheduled for May 15 at 12:01 a.m., EDT.

The SEC's advisory may be found at http://www.sec.gov/investor/pubs/minitend.htm.

TRC Capital Corp. describes itself as a private investment corporation that manages a diverse investment portfolio focusing on manufacturing, commodity, pharmaceutical and basic industries.

A call to TRC Chief Executive Officer Lorne H. Albaum was not immediately returned.

In the past, TRC has made mini-tender offers to stockholders of such firms as United Health Group, CSX Corp., Haliburton Company and Schering Plough. Those companies have all warned shareholders away from the offers.

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Progressive Warns Shareholders Of Low-Ball Mini-Tender

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