<PAGE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------ ------
Commission File No. 333-69895
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
OHIO CASUALTY CORPORATION
136 NORTH THIRD STREET
HAMILTON, OH 45025
Page 1 of 17
==============================================================================
<PAGE>
REQUIRED INFORMATION
The Ohio Casualty Insurance Company Employee Savings Plan ("Plan") is subject
to the Employee Retirement Income Security Act of 1974 ("ERISA"). Therefore,
in lieu of the requirements of Items 1-3 of Form 11-K, the financial
statements of net assets available for the benefits of the Plan as of December
31, 1998 and 1997, and the changes in net assets available for benefits for
the year ended December 31, 1998, which have been prepared in accordance with
the financial reporting requirements of ERISA, are attached hereto as Appendix
1 and incorporated herein by this reference.
The following exhibit is being filed herewith:
Exhibit No. Description
- ---------- -----------
23 Independent Accountants' Consent
2
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE OHIO CASUALTY INSURANCE
COMPANY EMPLOYEE SAVINGS PLAN
By: The Ohio Casualty Insurance Company Employee Savings Plan Retirement
Committee
June 29, 1999 Barry S. Porter
-------------------------------
Barry S. Porter, CFO/Treasurer
(on behalf of Registrant and as
Principal Accounting Officer)
3
<PAGE>
APPENDIX 1
THE OHIO CASUALTY EMPLOYEE SAVINGS PLAN
FINANCIAL STATEMENTS OF NET ASSETS AVAILABLE FOR THE BENEFITS OF THE PLAN AS
OF DECEMBER 31, 1998 AND 1997, AND THE CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1998, SUPPLEMENTAL SCHEDULES AS OF
AND FOR THE YEAR ENDED DECEMBER 31, 1998 AND INDEPENDENT ACCOUNTANTS' REPORT.
4
<PAGE>
THE OHIO CASUALTY EMPLOYEE SAVINGS PLAN
TABLE OF CONTENTS
- ------------------------------------------------------------------------------
PAGES
-----
Report of Independent Accountants............................................6
Financial Statements:
Statements of Net Assets Available for Plan Benefits
by Fund Information as of December 31, 1998 and 1997...............7-8
Statement of Changes in Net Assets Available for
Plan Benefits by Fund Information for the year ended
December 31,1998.....................................................9
Notes to the Financial Statements...................................10-14
Supplement Schedules:
Line 27A-Schedule of Assets Held for Investment Purposes at
December 31, 1998...................................................15
Line 27D-Schedule of Reportable Transactions
for the year ended December 31, 1998................................16
Consent of Independent Accountants..........................................17
5
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Retirement Committee
of The Ohio Casualty Insurance Company Employee Savings Plan
In our opinion, the accompanying statements of net assets available for the
benefits and the related statement of changes in net assets available for the
benefits present fairly, in all material respects, the net assets available
for the benefits of the Ohio Casualty Insurance Company Employee Savings Plan
(the "Plan") as December 31, 1998 and 1997, and the changes in net assets
available for benefits for the year ended December 31, 1998, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express
an opinion on these statements based on our audits. We conducted our audits
of these statements in accordance with generally accepted auditing standards,
which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluation the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
Assets Held for Investment Purposes and (2) Reportable Transactions are
presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required
by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. The
fund information in the statements of net assets available for benefits and
the statement of changes in net assets available for benefits is presented for
purposes of additional analysis rather than to present the net assets
available for the plan benefits and changes in net assets available for
benefits of each fund. These supplemental schedules and fund information are
the responsibility of the Plan's management. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Cincinnati, Ohio
June 14, 1999
6
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEES SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND INFORMATION
as of December 31, 1998
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fund C Fund D Fund E Fund F Fund G
------------- ------------- ------------- ------------- -------------
Dodge & Cox
Company Interest Dodge & Cox Balanced Dodge & Cox
Stock Income Bond Fund Fund Stock Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 55,968 $ 13,457 $ 999 $ 1,165 $ 1,000
Ohio Casualty Corporation common
stock 57,515,780
Group annuity contracts 25,811,570
Dodge & Cox Bond Fund 2,912,794
Dodge & Cox Balanced Fund 14,342,445
Dodge & Cox Stock Fund 15,734,711
Vanguard Index 500 Stock
PBHG Growth Fund
Loans to participants
------------- ------------- ------------- ------------- -------------
Subtotal 57,571,748 25,825,027 2,913,793 14,343,610 15,735,711
Contributions receivable - participants 417 59 594 924
Accrued Interest 1,037 136,269 5 3
Due (to) from other funds 547,159 13,067 56,732 (276,587)
------------- ------------- ------------- ------------- -------------
Total assets 57,573,202 26,508,455 2,926,924 14,400,936 15,460,051
Liabilities:
Miscellaneous payable 0 (55)
------------- ------------- ------------- ------------- -------------
Total liabilities 0 (55) 0 0 0
------------- ------------- ------------- ------------- -------------
Net assets available for plan
benefits $ 57,573,202 $ 26,508,400 $ 2,926,924 $ 14,400,936 $ 15,460,051
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
-----------------------------------------------------------
Fund H Fund I
------------- -------------
Vanguard
Index 500 PBHG Growth
Stock Fund Fund Loan Fund Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 1,000 $ 1,360 $ 0 $ 74,949
Ohio Casualty Corporation common 57,515,780
stock
Group annuity contracts 25,811,570
Dodge & Cox Bond Fund 2,912,794
Dodge & Cox Balanced Fund 14,342,445
Dodge & Cox Stock Fund 15,734,711
Vanguard Index 500 Stock 19,832,490 19,832,490
PBHG Growth Fund 8,791,150 8,791,150
Loans to participants 2,890,485 2,890,485
------------- ------------- ------------- -------------
Subtotal 19,833,490 8,792,510 2,890,485 147,906,374
Contributions receivable - participants 746 65 2,805
Accrued Interest 5 3 137,322
Due (to) from other funds (186,560) (153,811) 0
------------- ------------- ------------- -------------
Total assets 19,647,681 8,638,767 2,890,485 148,046,501
Liabilities:
Miscellaneous payable (1,085) (1,140)
------------- ------------- ------------- -------------
Total liabilities (1,085) 0 0 (1,140)
============= ============= ============= =============
Net assets available for plan
benefits $ 19,646,596 $ 8,638,767 $ 2,890,485 $ 148,045,361
============= ============= ============= =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
7
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEES SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND INFORMATION
as of December 31, 1997
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fund C Fund D Fund E Fund F Fund G
------------- ------------- ------------- ------------- -------------
Dodge & Cox
Company Interest Dodge & Cox Balanced Dodge & Cox
Stock Income Bond Fund Fund Stock Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 53,852 $ 18,412 $ 1,007 $ 1,031 $ 1,028
Ohio Casualty Corporation common
stock 67,344,703
Group annuity contracts 27,640,648
Dodge & Cox Bond Fund 2,233,239
Dodge & Cox Balanced Fund 14,432,475
Dodge & Cox Stock Fund 16,281,274
Vanguard Index 500 Stock
PBHG Growth Fund
Loans to participants
------------- ------------- ------------- ------------- -------------
Subtotal 67,398,555 27,659,060 2,234,246 14,433,506 16,282,302
Contributions receivable - participants 523
Due (to) from other funds (100,062) 299,567 148,707 (43,743)
------------- ------------- ------------- ------------- -------------
Total assets 67,398,555 27,558,998 2,533,813 14,582,213 16,239,082
Liabilities:
Miscellaneous payable (2,966)
------------- ------------- ------------- ------------- -------------
Total liabilities (2,966) 0 0 0 0
------------- ------------- ------------- ------------- -------------
Net assets available for plan
benefits $ 67,395,589 $ 27,558,998 $ 2,533,813 $ 14,582,213 $ 16,239,082
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------
Fund H Fund I
------------- -------------
Vanguard
Index 500 PBHG Growth
Stock Fund Fund Loan Fund Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Assets:
Investments, at fair value:
Cash and cash equivalents $ 1,027 $ 1,025 $ 0 $ 77,382
Ohio Casualty Corporation common
stock 67,344,703
Group annuity contracts 27,640,648
Dodge & Cox Bond Fund 2,233,239
Dodge & Cox Balanced Fund 14,432,475
Dodge & Cox Stock Fund 16,281,274
Vanguard Index 500 Stock 14,258,131 14,258,131
PBHG Growth Fund 10,067,291 10,067,291
Loans to participants 3,406,599 3,406,599
------------- ------------- ------------- -------------
Subtotal 14,259,158 10,068,316 3,406,599 155,741,742
Contributions receivable - participants 523
Due (to) from other funds 165,527 (469,996) 0
------------- ------------- ------------- -------------
Total assets 14,424,685 9,598,320 3,406,599 155,742,265
Liabilities:
Miscellaneous payable (1,361) (277) (4,604)
------------- ------------- ------------- -------------
Total liabilities (1,361) (277) 0 (4,604)
------------- ------------- ------------- -------------
Net assets available for plan
benefits $ 14,423,324 $ 9,598,043 $ 3,406,599 $ 155,737,661
============= ============= ============= =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
8
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEES SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND
INFORMATION
for the year ended December 31, 1998
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
Fund C Fund D Fund E Fund F Fund G
------------- ------------- ------------- ------------- -------------
Dodge & Cox
Company Interest Dodge & Cox Balanced Dodge & Cox
Stock Income Bond Fund Fund Stock Fund
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net appreciation (depreciation) in fair
value of investments $ (4,781,555) $ 0 $ 43,633 $ 436,201 $ 686,146
Investment income:
Interest 6,883 1,618,915 135 105 437
Dividends 2,463,501 155,016 471,152 255,330
------------- ------------- ------------- ------------- -------------
Increase (decrease) from investments (2,311,171) 1,618,915 198,784 907,458 941,913
Contributions:
Participants 1,407,680 199,359 1,075,312 1,447,926
Employer 2,407,855
------------- ------------- ------------- ------------- -------------
Total contributions 2,407,855 1,407,680 199,359 1,075,312 1,447,926
Benefits and withdrawals (9,919,575) (5,000,297) (261,592) (2,006,124) (2,398,641)
Administrative expenses 504 (69,777)
Interfund transfers 0 992,881 256,560 (157,923) (770,229)
------------- ------------- ------------- ------------- -------------
Increase (decrease) in net assets (9,822,387) (1,050,598) 393,111 (181,277) (779,031)
Net assets available for plan benefits:
Beginning of year 67,395,589 27,558,998 2,533,813 14,582,213 16,239,082
------------- ------------- ------------- ------------- -------------
End of year $ 57,573,202 $ 26,508,400 $ 2,926,924 $ 14,400,936 $ 15,460,051
============= ============= ============= ============= =============
</TABLE>
<TABLE>
<CAPTION>
----------------------------------------------------------
Fund H Fund I
------------- -------------
Vanguard
Index 500 PBHG Growth
Stock Fund Fund Loan Fund Total
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net appreciation (depreciation) in fair
value of investments $ 4,015,783 $ 58,971 $ 0 $ 459,179
Investment income:
Interest 422 251 264,218 1,891,366
Dividends 222,676 3,567,675
------------- ------------- ------------- -------------
Increase (decrease) from investments 4,238,881 59,222 264,218 5,918,220
Contributions:
Participants 1,465,498 1,134,358 6,730,133
Employer 2,407,855
------------- ------------- ------------- -------------
Total contributions 1,465,498 1,134,358 0 9,137,988
Benefits and withdrawals (1,873,120) (1,160,632) (59,254) (22,679,235)
Administrative expenses (69,273)
Interfund transfers 1,392,013 (992,224) (721,078) 0
------------- ------------- ------------- -------------
Increase (decrease) in net assets 5,223,272 (959,276) (516,114) (7,692,300)
Net assets available for plan benefits:
Beginning of year 14,423,324 9,598,043 3,406,599 155,737,661
------------- ------------- ------------- -------------
End of year $ 19,646,596 $ 8,638,767 $ 2,890,485 $ 148,045,361
============= ============= ============= =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
9
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEES SAVINGS PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. PLAN DESCRIPTION:
The following description of The Ohio Casualty Insurance Company
Employee Savings Plan provides only general information. Reference
should be made to the Plan Agreement and The Ohio Casualty Employee
Benefits Manual for a complete description of the Plan.
a. GENERAL: The Plan, which is subject to provisions of the Employees
Retirement Income Security Act of 1974 (ERISA), is a defined
contribution plan covering all eligible employees of the Company
who have elected to participate.
Effective January 1, 1999, the Ohio Casualty Corporation Stock
Fund (Fund C) was partially converted to an Employee Stock
Ownership Plan, or ESOP, to allow participants to elect to receive
directly the payment of dividends on their proportional shares of
Ohio Casualty Stock in the Employee Savings Plan rather than
reinvesting them in the plan. Fund C will consist of two
subaccounts, an "ESOP Subaccount" and a "NonESOP Subaccount".
The ESOP Subaccount will consist of all monies invested in Company
Stock that are attributable to Company Contributions, Post-Tax
Contributions and Pre-Tax Contributions made in Plan Years before
the current Plan Year and Rollover Contributions reduced by any
amounts that were transferred out of the ESOP Subaccount to the
nonESOP portion of the Plan in accordance with the Plan Agreement.
On January 1 of each Plan Year, all amounts then held in Fund C
within the NonESOP Subaccount are transferred to the ESOP
Subaccount.
Effective July 1, 1998, the Plan was amended to include the
following changes:
The Plan's eligibility requirements for participants was
changed to 18 years of age without any service requirement.
Previously the eligibility requirement was 21 years of age
with 1 year of service.
The employee contribution maximum per year was increased from
16% to 22% of the employees' pay.
Participants will become immediately 100% vested in the value
of the Company matching contributions made on their behalf.
This was changed from a gradual vesting period with 100%
vesting occurring after 5 years of service.
b. CONTRIBUTIONS: Participants may contribute between 1-22% of their
gross salary, either before or after-tax. The Company will match
50% of the first 6% of compensation that a participant contributes
to the Plan. Effective July 1, 1998, employees are 100% vested in
the value of their contributions and their investment earnings, as
well as 100% vested in the value of the Company contributions and
their investment earnings. Prior to July 1, 1998, Company
contributions were fully vested after 5 years of service.
10
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
1. CONTINUED:
c. PARTICIPANT ACCOUNTS: Each participant's account is credited with
the participant's contributions, the participant's share of the
Company's contributions and an allocation of fund earnings.
Allocations of fund earnings are based on participant's account
balances, as defined by the Plan. The participant is entitled to
their fully vested account balance.
d. INVESTMENT OPTIONS: The participants have a choice of seven
investments. The prospectuses for these investment options
describe the funds as follows:
Company Fund (Ohio Casualty Stock) - Funds are invested in Ohio
Casualty Insurance Company Stock.
Interest Income (Cash Equivalents; Collective Trust Funds) -
Funds are invested in guaranteed interest contracts, bank
investment contracts and short-term government money market
investments for current income preservation while maintaining high
liquidity.
Dodge & Cox Bond Fund (Fixed Income Fund) - Funds are invested
in a diversified portfolio of fixed-income securities, including
U.S. government bonds, investment-grade securities, CD's and
commercial paper for a high and stable rate of current income with
long-term preservation of capital.
Dodge & Cox Balanced Fund (Equity Growth & Income Fund) - Funds
are invested in common stock and fixed-income securities for
regular income, conservation of principal, and an opportunity for
long-term growth of principal and income.
Dodge & Cox Stock Fund (Growth Fund) - Funds are invested in the
common stock, preferred stocks and securities convertible into
common stock of well-established companies with long-term growth of
principal and income.
Vanguard Index 500 Stock Fund - Funds are generally invested in
stocks, seeking investment results that correspond with the price
and yield performance of the Standard & Poors' (S&P) 500 Index.
PBGH Growth Fund - Funds are invested primarily in common stock
that possess the potential to appreciate significantly and attain
strong growth in earnings.
e. BENEFIT PAYMENTS: Benefits are payable to employees upon
termination of employment, normal retirement, total disability,
death, or for financial hardship as defined by the Internal Revenue
Service.
11
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
2. ACCOUNTING POLICIES:
a. BASIS OF ACCOUNTING: The Plan's policy is to prepare its
financial statements on the accrual basis of accounting in
accordance with generally accepted accounting principles.
b. INVESTMENTS: Investments in bonds, notes, and stocks are
valued at quoted market prices. Mutual Funds are valued at
net asset value. The group annuity contracts and investment
contracts are valued at contract value as they are considered
to be fully benefit-responsive. The crediting interest rates
for the contracts were 6.35% and 6.40% as of December 31, 1998
and 1997, respectively. The fair value of the contract
approximates contract value.
Purchases and sales of securities are recorded on a trade-date
basis. Interest income is recorded as earned. Dividend income
is recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets
available for plan benefits by fund information the net
appreciation (depreciation) in the fair value of its investments,
which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
c. CONTRIBUTIONS: Contributions from participants are recorded in the
period The Ohio Casualty Insurance Company (the Company) makes
payroll deductions from plan participants. Contributions from the
employer are accrued for each year based on the Company's
underwriting results and the participants' contributions.
d. BENEFIT PAYMENTS: Benefits are recorded when paid.
e. ADMINISTRATIVE EXPENSES: Certain costs of administering the Plan
are paid by the Company. These costs totaled $307,214 and
$211,269 for the years ended December 31, 1998 and 1997,
respectively.
f. USE OF ESTIMATES: The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from
those estimates.
3. PLAN TERMINATION:
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions set forth in ERISA.
In the event of plan termination, the net assets will be distributed
to participants and beneficiaries in proportion to their respective
account balances.
12
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
4. TAX STATUS:
The Plan has received a favorable determination letter dated December
16, 1998, from the Internal Revenue Service indicating that the Plan
is exempt from federal income taxes.
5. INVESTMENTS:
The following investments represent 5% or more of the Plan's net
assets:
<TABLE>
<CAPTION>
FAIR VALUE
-----------------------------
DECEMBER 31, DECEMBER 31,
1998 1997
-----------------------------
<S> <C> <C>
FUND C:
Ohio Casualty Corporation, common stock $57,515,780 $67,344,703
FUND D:
LaSalle National Trust, N.A., collective
investment contract 25,811,570 27,640,648
FUND F:
Dodge and Cox Balanced Fund 14,342,445 14,432,475
FUND G:
Dodge and Cox Stock Fund 15,734,711 16,281,274
FUND H:
Vanguard Index 500 Stock Fund 19,832,490 14,258,131
FUND I:
PBHG Growth Fund 8,791,150 10,067,291
</TABLE>
6. LOANS RECEIVABLE - PARTICIPANTS:
Participants are permitted to borrow from the trust using their vested
account balance as collateral. The minimum loan amount is $1,000 and
the maximum loan amount is the lessor of $50,000 reduced by the
participants' highest outstanding aggregate balance of loans from
the Plan during the previous twelve (12) months, the total value of
the employee's before-tax and after-tax accounts, or 50% of the vested
value of the participants' accounts. Interest is charged at Chase
Manhattan Bank's prime commercial rate plus 1%. Repayments of the
loan are arranged through payroll deductions which may be specified up
to 130 biweekly payments (five years). At December 31, 1998 there were
700 individual loans outstanding, maturing between January 1999 through
December 2003, with interest rates ranging from 7% to 10%.
13
<PAGE>
NOTES TO THE FINANCIAL STATEMENTS
7. BENEFITS PAYABLE:
Participant benefits and withdrawals payable were $2,127,656 and
$1,209,622 as of December 31, 1998 and 1997, respectively, and are
included in net assets available for plan benefits. Such amounts
are reported as liabilities on Form 5500 filed with the Department
of Labor.
14
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEE SAVINGS PLAN
LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
at December 31, 1998
<TABLE>
<CAPTION>
INVESTMENTS UNITS/SHARE COST FAIR VALUE
- -------------------------------------- ------------- ------------- -------------
<S> <C> <C> <C>
CASH 1,040 $ 1,040 $ 1,040
CHASE BANK LIQUIDITY 73,909 73,909 73,909
COMPANY STOCK 1,398,560 34,185,550 57,515,780
INTEREST INCOME 25,811,570 25,811,570 25,811,570
DODGE & COX BOND FUND 237,779 2,866,982 2,912,794
DODGE & COX BALANCED FUND 219,909 13,022,696 14,342,445
DODGE & COX STOCK FUND 173,481 13,571,737 15,734,711
VANGUARD INDEX 500 STOCK FUND 174,046 12,567,868 19,832,490
PBGH GROWTH FUND 344,211 8,270,879 8,791,150
LOANS TO PARTICIPANTS, with interest
rates ranging from 7% to 10% and
maturity dates of 1999 through 2003 0 2,890,485
----------------------------
TOTAL INVESTMENTS $ 110,372,231 $ 147,906,374
============================
</TABLE>
15
<PAGE>
THE OHIO CASUALTY INSURANCE COMPANY EMPLOYEE SAVINGS PLAN
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
(SERIES OF TRANSACTIONS EXCEEDING 5% OF PLAN ASSETS)
Year Ended December 31, 1998
<TABLE>
<CAPTION>
PURCHASES DISPOSITIONS
------------------------- -----------------------------------------
NUMBER OF NUMBER OF GAIN
FUND TRANSACTIONS COST TRANSACTIONS PROCEEDS (LOSS)
- ------------------------ ------------ ---------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Chase EOD Bank Liquidity 139 $8,271,545 111 $8,198,630 $ 0
Company Stock 34 4,766,609 12 9,813,978 4,948,594
Interest Income 37 4,438,220 33 6,119,785 0
Dodge & Cox Stock Fund 51 3,739,640 26 4,884,762 1,969,553
</TABLE>
16
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-69895) of Ohio Casualty Corporation of our
report dated June 14, 1999 relating to the financial statements of the Ohio
Casualty Insurance Company Employee Savings Plan, which appears in this Form
11-K.
PricewaterhouseCoopers
Cincinnati, Ohio
June 29, 1999
