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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G Under
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under The Securities Exchange Act of 1934
(Amendment No.1.)
Ohio Casualty Corporation
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(Name Of Issuer)
Common Par
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(Title of Class of Securities)
677240103
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(Cusip Number)
(Continued on the following page(s))
Page 1 of 6 Pages
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CUSIP No. 677240103 13G Page 2 of 6 Pages
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Ohio Casualty Corporation
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON.
The Chase Manhattan Corporation - CMC SS # 13-2624428
The Chase Manhattan Bank - CMB SS # 13-4494650
For Ohio Casualty Corporation Employees Savings
Plan SS # 31-0396250
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A)
(B)
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
The Chase Manhattan Corporation - Delaware
The Chase Manhattan Bank - New York
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NUMBER 5 SOLE VOTING POWER
OF 0
SHARES
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY Plan - 2,240,792
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EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
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WITH 8 SHARED DISPOSITIVE POWER
Plan - 2,240,792
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 2,240,792
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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
Plan -- 6.96 %
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12 TYPE OF PERSON REPORTING*
CMC - HC
CMB - BK
Plan - ESOP
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* SEE INSTRUCTION BEFORE FILLING OUT!
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Item 1(a). Name of Issuer: Ohio Casualty Corporation
Item 1(b). Address of Issuer's: 136 North Third Street
Hamilton, OH 45025
Offices
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Item 2(a). Name of Person Filing: This notice is filed by The Chase
Manhattan Corporation (CMC) and its
wholly owned subsidiary, The Chase
Manhattan Bank (CMB) and Ohio Casualty
Insurance Company Employee Savings
Plan (the Plan) and Trust created
pursuant thereto (collectively, the
Filing Persons).
Item 2(b). Address of Principal
Business Office: CMC: 270 Park Avenue
New York, NY 10017
CMB: 270 Park Avenue
New York, NY 10017
Plan: Ohio Casualty Corporation
Employee Savings Plan Trust
c/o The Chase Manhattan Bank
Item 2(c). Citizenship: CMC - Delaware
CMB - New York
Item 2(d). Title of Class of
Securities: Common Par
Item 2(e). CUSIP Number: 677240103
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Ohio Casualty Corporation
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [X] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [X] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or endowment Fund [see Section 240.13d-1(b)(1)(ii)(F)].
(g) [X] Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G).
(h) [ ] Group, in accordance with Section 240.13d-1(ii)(H).
Item 4. Ownership:
(a) Amount Beneficially Owned: As of December 31, 1998, the Plan and
Trust created pursuant thereto beneficially own 2,240,792 shares
of Common Stock.
(b) Percent of Class: Plan - 6.96%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
0
(ii) Shared power to vote or direct the vote:
The Plan Trust created pursuant thereto share the power to vote of 2,240,792
shares of Common Stock.
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Ohio Casualty Corporation
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
The Plan and Trust created pursuant thereto share the power to dispose or
direct the disposition of 2,240,792 shares of Common Stock.
The 2,240,792 shares of Common Stock are held in the Trust created pursuant to
the Ohio Casualty Company Employee Savings Plan Agreement dated September 1,1989
and as subsequently amended, between Chase as the Master Trustee (the Master
Trustee) and Ohio Casualty Corporation, for the benefit of Participants in the
Plan (Plan).
Except as set forth below, the Master Trustee is obligated, under the terms of
the Trust and the terms of the Plan, to vote, tender or exchange and Common
Stock beneficially owned by the Trust as directed by Participants in the
Plan(the Participants).
For this purpose, each Participant is a named Fiduciary with respect to all
shares of Common Stock as to which such Participant has the rights of direction
with respect to voting, tender, exchange and any other rights appurtenant to
such stock.
Under the terms of the Trust and the terms of the Plan, the Master Trustee will
vote shares of Common Stock allocated to the accounts of Participants in
accordance with the instructions given by such Participants. Unallocated shares
of Common Stock, together with any allocated shares for which on instructions
are received, are voted by the Master Trustee in the same proportion as the
allocated shares of Common Stock for which instructions are received.
Pursuant to the terms of the Plan, the administrators of the Plan may cause the
Master Trustee to dispose of shares of Common Stock under certain limited
circumstances.
The actions and duties of the Master Trustee under the terms of the Trust and
the terms of the Plan, including but not limited to the provisions described
above, are subject to the requirements of ERISA.
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 Holds the
Security Being Reported on by the Parent Holding Company:
Pursuant to Rule 13(d) - 1 (c): This notice is filed on behalf of both
CMC and its subsidiary, CMB. In lieu of attaching an exhibit hereto,
the identity of CMB is as set forth on the cover page hereof. CMB is
classified as a Bank, as such term is defined in Section (3) (a) (6)
of the Securities Exchange Act of 1934, as amended,
Item 8. Identification and Classification of Members of this Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
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Ohio Casualty Corporation
Item 10. Certification:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and did
not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or
as a participant in any transaction having such purpose or effect.
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.
Dated: March 11, 1999
The Chase Manhattan Bank THE CHASE MANHATTAN CORPORATION
/S/ Maureen Galante /S/ Anthony J. Horan
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Maureen Galante Anthony J. Horan
Trust Compliance Officer Corporate Secretary
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