SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31,1998
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
OWENS CORNING
One Owens Corning Parkway
Toledo, Ohio 43659
Commission File No. 1-3660
- -----------------------------------------------------------------
REQUIRED INFORMATION
(a) Financial Statements.
1. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
2. Statements of Assets Available for Benefits - as of March
24, 1999, December 31, 1998 and December 31, 1997
3. Statements of Changes in Assets Available for Benefits -
for the period ended March 24, 1999 and the year ended
December 31, 1998
4. Notes to Financial Statements
5. Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31,1998
Schedule II - Item 27d - Schedule of Reportable
Transactions for the Year Ended December 31,1998
(b) Exhibit.
Consent of Arthur Andersen LLP
In accordance with the instruction to this Form 11-K, "plans subject to the
Employee Retirement Income Security Act of 1974 ("ERISA") may file plan
financial statements and schedules prepared in accordance with the financial
reporting requirements of ERISA." As the Plan is subject to the filing
requirements of ERISA, the aforementioned financial statements and schedules
of the Plan have been prepared in accordance with such requirements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
BY /S/ MICHAEL I. MILLER
Michael I. Miller
Chairman, Investment Review Committee
DATED: JUNE 28, 1999
<PAGE>
Report of Independent Public Accountants
TO THE PLAN ADMINISTRATOR,
Fibreboard Corporation 401(k) Retirement Plan:
We have audited the accompanying statements of assets available for benefits
of Fibreboard Corporation 401 (k) Retirement Plan as of March 24, 1999,
December 31, 1998, and 1997, and the related statement of changes in assets
available for benefits for the period ended March 24, 1999 and the year ended
December 31, 1998. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
March 24, 1999, December 31, 1998 and 1997, and the changes in its assets
available for benefits for the period ended March 24, 1999 and the year ended
December 31, 1998 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
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 statement of assets available for benefits and the
statement of changes in assets available for benefits is presented for purpose
of additional analysis rather than to present the assets available for
benefits and changes in assets available for benefits of each fund. 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.
TOLEDO, OHIO
JUNE 25, 1999
<PAGE>
-1-
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF MARCH 24, 1999 AND DECEMBER 31, 1998
<TABLE>
<S> <C> <C> <C>
March 24, December 31, December 31,
1999 1998 1997
--------- ------------ ------------
Cash and cash equivalents - 31 342,505
Investments, at fair value:
Charles Schwab Fund - - 4,348,450
Janus Fund - - 7,826,128
Neuberger and Berman Guardian
Fund - - 8,599,956
PIMCO Total Return Fund - - 5,344,892
Warburg Pincus International
Equity Fund - - 4,137,698
Barron Asset Fund - - 7,171,062
Personal Choice Account - 16 1,076,794
Louisiana Pacific Stock Fund - - 253,156
Owens Corning Stock - - -
Participant Loans - - 2,044,322
Contributions receivable - 2,120,855 2,850,058
Liabilities
Refundable contributions - - (4,721)
------------ ------------ --------------
Assets available for benefits - $ 2,120,902 $ 43,990,300
============ ============ ==============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-2-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD ENDED MARCH 24, 1999
<TABLE>
<S> <C>
March 24, 1999
--------------
Investment Income
Dividends and Interest $ 22,465
Net Appreciation in Fair Value
Of Investments 26,392
Interest on loans
-
Contributions
Employer -
Employee -
Other 4,644
--------------
Total Additions $ 53,501
--------------
Deductions and Transfers
Benefits Paid -
--------------
Net Benefits Paid -
Transfers
Loan activity -
Transfer to successor trustee (2,174,403)
--------------
Total Transfers (2,174,403)
--------------
Total Deductions and Transfers (2,174,403)
--------------
Net Additions (Deductions) (2,120,902)
Assets Available for Benefits
Beginning of Year 2,120,902
--------------
Assets Available for Benefits
End of Year $ -
==============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-3-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C> <C>
1998
Supplemental Information By Fund
Charles
Cash Schwab Janus
-------- Fund -----
Investment Income ------
Dividends and Interest $ - $ 196,750 $ 241,758
Net Appreciation in Fair Value
of Investments - - 2,455,914
Interest on loans - 11,445 32,906
Contributions
Employer - 109,243 270,985
Employee - 293,804 902,471
-------- ------------ -----------
Total Additions - 611,242 3,904,034
-------- ------------ -----------
Deductions and Transfers
Benefits Paid - (2,943,068) (3,001,052)
Administrative expense - (7,790) (16,287)
-------- ------------ -----------
Net Benefits Paid - (2,950,858) (3,017,339)
-------- ------------ -----------
Transfers
Loan activity - (33,301) (114,128)
Transfers and forfeitures (342,474) (2,584,844) (9,093,500)
-------- ------------ -----------
Total Transfers (342,474) (2,618,145) (9,207,628)
-------- ------------ -----------
Total Deductions and Transfers (342,474) (5,569,003) (12,224,967)
-------- ------------ -----------
Net Additions (Deductions) (342,474) (4,957,761) (8,320,933)
Assets Available for Benefits
Beginning of Year 342,505 4,957,761 8,320,933
-------- ----------- -----------
Assets Available for Benefits
End of Year $ 31 $ - $ -
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-4-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C> <C>
1998
Supplemental Information By Fund
Neuberger PIMCO Warburg Pincus
And Berman Total International
Guardian Return Equity
Investment Income ----------- ----------- --------------
Dividends and Interest $ 1,035,130 $ 695,867 $ (8,553)
Net Appreciation in Fair Value
of Investments (823,322) (32,813) 263,880
Interest on loans 37,082 27,138 20,153
Contributions
Employer 278,127 105,600 175,213
Employee 927,179 855,350 567,991
----------- ---------- ----------
Total Additions 1,454,196 1,651,142 1,018,684
----------- ---------- ----------
Deductions and Transfers
Benefits Paid (3,013,047) (1,703,512) (1,938,279)
Administrative expense (14,336) (9,028) (7,547)
------------ ----------- -----------
Net Benefits Paid (3,027,383) (1,712,540) (1,945,826)
Transfers
Loan activity (125,055) (71,742) (45,854)
Transfers and forfeitures (7,425,163) (5,612,431) (3,487,470)
------------ ----------- -----------
Total Transfers (7,550,218) (5,684,173) (3,533,324)
------------ ----------- -----------
Total Deductions and Transfers (10,577,601) (7,396,713) (5,479,150)
------------- ----------- -----------
Net Additions (Deductions)
(9,123,405) (5,745,571) (4,460,466)
Assets Available for Benefits
Beginning of Year
9,123,405 5,745,571 4,460,466
----------- ---------- ----------
Assets Available for Benefits
End of Year $ - $ - $ -
============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-5-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C> <C>
1998
Supplemental Information By Fund
Barron Louisiana
Asset Personal Pacific
------ Choice Acct ---------
Investment Income -----------
Dividends and Interest $ (8,249) $ (18,090) $ 4,661
Net Appreciation in Fair Value
of Investments 134,915 - 16,873
Interest on loans 36,682 3,276 -
Contributions
Employer 244,781 12,904 -
Employee 760,742 44,052 -
---------- ----------- ---------
Total Additions 1,168,871 42,142 21,534
---------- ----------- ---------
Deductions and Transfers
Benefits Paid (2,249,288) (1,104,795) (176,837)
Administrative expense (11,999) (1,738) (398)
---------- ---------- ---------
Net Benefits Paid (2,261,287) (1,106,533) (177,235)
Transfers
Loan activity (122,960) 1,071 -
Transfers and forfeitures (6,420,964) (42,505) (97,455)
---------- ---------- ---------
Total Transfers (6,543,924) (41,434) (97,455)
---------- ---------- ---------
Total Deductions and Transfers (8,805,211) (1,147,967) (274,690)
Net Additions (Deductions) (7,636,340) (1,105,825) (253,156)
Assets Available for Benefits
Beginning of Year 7,636,340 1,105,841 253,156
---------- ---------- --------
Assets Available for Benefits
End of Year $ - 16 -
========== ========== ========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-6-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C>
1998
Supplemental Information By Fund
Owens Corning Participant
Stock Loans
------------- ------------
Investment Income
Dividends and Interest $ 2,298 $ -
Net Appreciation in Fair Value
of Investments 8,530 -
Interest on loans 731 2,110
Contributions
Employer 3,059 -
Employee 7,595 -
------------- ------------
Total Additions 22,213 2,110
------------- ------------
Deductions and Transfers
Benefits Paid (135) (558,954)
Administrative expense - -
------------- ------------
Net Benefits Paid (135) (558,954)
Transfers
Loan activity 1,291 510,678
Transfers and forfeitures (23,369) (1,998,156)
-------------- ------------
Total Transfers (22,078) (1,487,478)
-------------- ------------
Total Deductions and Transfers (22,213) (2,046,432)
-------------- ------------
Net Additions (Deductions) - (2,044,322)
Assets Available for Benefits
Beginning of Year - 2,044,322
-------------- -----------
Assets Available for Benefits
End of Year $ - -
============== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-7-
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C>
1998
Supplemental Information By Fund
Contribution
Receivable Total
------------ -----
Investment Income
Dividends and Interest $ - $ 2,141,572
Net Appreciation in Fair Value
of Investments - 2,023,977
Interest on loans - 171,523
Contributions
Employer 2,120,855 3,320,767
Employee - 4,359,184
----------- -------------
Total Additions 2,120,855 12,017,023
----------- -------------
Deductions and Transfers
Benefits Paid - (16,688,967)
Administrative expense - (69,123)
----------- ------------
Net Benefits Paid - (16,758,090)
Transfers
Loan activity - -
Transfers and forfeitures - (37,128,331)
----------- ------------
Total Transfers - (37,128,331)
----------- ------------
Total Deductions and Transfers - (53,886,421)
----------- -----------
Net Additions (Deductions) 2,120,855 (41,869,398)
Assets Available for Benefits
Beginning of Year - 43,990,300
----------- ----------
Assets Available for Benefits
End of Year $2,120,855 $ 2,120,902
=========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-8-
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1) PLAN DESCRIPTION
The Fibreboard Corporation 401 (k) Retirement Plan ("the
Plan"), was established in 1988 and is subject to the
provisions of the Employee Retirement Income Security Act of
1974 (ERISA). The Plan is a defined contribution pension plan.
Effective July 3, 1997, Fibreboard Corporation was acquired by
Owens Corning. The Plan continued to cover all employees of
the former Fibreboard Corporation until January 1, 1999, at
which time it was merged into the Owens Corning Savings Plans.
In connection with the merger, substantially all of the Plan's
assets were transferred to the Owens Corning plans on December
31, 1998, at which time, or as soon as possible thereafter, the
amounts were invested in the options provided by the Owens
Corning Savings Plans. At the date of the merger, all active
participants were entitled to their full interests and no
forfeiture provisions apply.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions through the date
of the merger.
Participant Accounts
--------------------
Each participant's account is credited with the participant's
contribution as provided through payroll deductions and
allocations of (a) contributions made by the employer for the
benefit of the participants, which in certain circumstances is
subject to limitations as defined in the Plan agreement and (b)
Plan earnings. The participant's contribution may be from 1-
14% of compensation. The Plan provides a retirement
contribution and match, equal to a specified percentage of
eligible compensation (percentage varies by employee group) for
participants.
Vesting
-------
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon. Vesting in the
employer's contribution portion plus actual earnings thereon is
based on years of service. Additionally, participants become
fully vested in their accounts upon reaching age 60 or on the
date of death or full and permanent disability. A year of
service for vesting purposes is 1,000 hours in a calendar year.
The employer's profit sharing and matching contribution will
vest over the following schedule:
<TABLE>
<C> <C>
Years of Vested
Service Percentage
--------- ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
</TABLE>
If participants are not fully vested upon terminating
employment, the participants forfeit the nonvested portion of
their accounts. Forfeitures were approximately $240,000 for
the year ended December 31, 1998 and were used to reduce
employer contributions.
<PAGE>
-9-
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
1) PLAN DESCRIPTION (continued)
Participants Loans
------------------
Participants may borrow from their vested account balances a
minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of their vested account balance. Loan terms
cannot exceed five years, unless the loan is used to purchase a
primary residence. The loans are secured by 50% of the vested
balance in the participant's account and bear interest at a
rate commensurate with local prevailing rates as of the date of
the loan. Principal and interest are paid ratably through
regular payroll deductions.
Investment Elections
--------------------
Participants direct the investment of their account balances
and all contributions. Investment options available from
January 1, 1998 to the date of the transfer of assets to the
Owens Corning Savings Plans were as follows:
Schwab Value Advantage Fund - Objective is to invest in low
risk, short-term financial instruments. Invests in short term
bank paper, commercial paper, repurchase agreements and
obligations of, or guaranteed by, the U.S. government, the
Canadian government or their agencies or instrumentalities.
Janus Fund - Invests in companies that are expected to have
above-average prospects for long term growth in earnings and
profitability.
Neuberger & Berman Equity Guardian Fund - A value equity fund
that invests in companies believed to be undervalued or having
lower than average price/earnings ratios, and potential for
capital appreciation.
PIMCO Total Return Fund - A core bond fund that invests in a
diversified portfolio of corporate, government and government
agency bonds.
Warburg Pincus International Equity Fund - Seeks long-term
capital appreciation by investing substantially all of its
assets in common stocks and securities convertible into or
exchangeable for common stocks of non-United States issuers.
Barron Asset Fund - A small capitalization fund that invests in
equity securities of companies with market capitalization
between $100 million and $1.5 billion that the advisor believes
have undervalue assets or favorable growth prospects.
Personal Choice Account - Allows participants to choose their
own investments.
Owens Corning Stock Fund - This fund is invested primarily in
shares of Owens Corning common stock as well as a small amount
of short-term investments. Ownership is measured in units of
the fund instead of shares of stock. Units will be adjusted
for any changes resulting from stock dividends, stock splits
and similar changes.
No further investments can be made in the Louisiana-Pacific
Stock Fund.
<PAGE>
-10-
FIBREBOARD CORPORATION
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
-------------------
The accompanying financial statements have been prepared using
the accrual basis of accounting in accordance with generally
accepted accounting principles.
Investments
-----------
The Plan's investments are stated at fair market value based on
quoted market prices, except for the participant loans, which
are valued at cost, which approximates fair market value.
Purchases and sales of investments are accounted for on a trade
date basis.
Administrative Expenses
-----------------------
Substantially all administrative expenses of the Plan are paid
by Owens Corning.
Benefits
--------
Benefits are recorded when paid.
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 changes in net assets available for
benefits during the reporting period. Actual results could
differ from those estimates.
(3) INCOME TAX STATUS
The Plan is intended to satisfy the tax exemption qualification
requirements under Section 401 (a) of the Internal Revenue
Code; therefore, the Plan and related trust are intended to be
exempt from Federal income taxes. The Plan obtained its latest
determination letter on May 25, 1995, in which the Internal
Revenue Service sated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal
Revenue Code. The Plan has been amended since receiving the
determination letter. However, the plan administrator and the
Plan's tax counsel believe that the Plan is currently designed
and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's
financial statements.
Participants generally are not subject to Federal income tax on
employer contributions or fund earnings until those amounts are
distributed to them. Participants may elect to designate all or
a portion of their contributions to the Plan as deferred income
pursuant to Section 401(k) of the Code. This election permits
the participants to exclude from gross taxable income for
Federal tax purposes that portion of their contribution so
designated, subject to certain limitations, until such time as
it is withdrawn from the Plan.
<PAGE>
-11-
SCHEDULE I
FIBREBOARD CORPORATION
401(k) RETIREMENT PLAN
EIN: 94-0751580 PN: 007
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
-----------------------
<TABLE>
<S> <C> <C> <C> <C>
Identity Par Value
Of Party Or Shares Description Cost Current
-------- --------- ----------- ---- -------
*The Charles
Schwab n/a Charles Schwab Cash $ 21 $ 21
Trust Company
*The Charles
Schwab 2 shares Citizens Utilities Sr. B - 16
Trust Company
*The Charles
Schwab 9.57 Charles Schwab
Trust Company units Retirement 10 10
Money Fund
---- ----
$ 31 $ 47
==== ====
* Represents a party-in-interest
</TABLE>
<PAGE>
-12-
SCHEDULE II
FIBREBOARD CORPORATION 401(k) RETIREMENT PLAN
EIN 94-0751580 PLAN: 007
SCHEDULE 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31,1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Current Value
Identity of Number of of Assets on
Party Transac- Purchase Selling Historical Transaction Gain (Loss)
Involved Description tions Price Price Cost Date on Sale
- ------------ ----------- --------- -------- ------- ---------- ------------ -----------
*Charles AGGREGATE PURCHASES 977 $3,787,121 N/A $3,787,121 $3,787,121 N/A
Schwab OF SCHWAB VALUE
Trust ADVANTAGE MONEY MARKET
Company FUND
*Charles Aggregate sales of 577 N/A $8,331,888 8,331,888 8,331,888 -
Schwab Schwab Value Advantage
Trust Money Market Fund
Company
*Charles Individual purchase of 1 N/A 3,379,849 3,379,849 3,379,849 -
Schwab Schwab Value Advantage
Trust Money Market Fund
Company
*Charles Aggregate purchases of 1,119 3,328,098 N/A 3,328,098 3,328,098 N/A
Schwab PIMCO Total Return
Trust Fund
Company
*Charles Aggregate sales of 592 N/A 8,631,149 8,672,990 8,631,149 (41,841)
Schwab PIMCO Total Return
Trust Fund
Company
*Charles Individual sale of 1 N/A 5,592,789 5,637,699 5,592,789 (44,910)
Schwab PIMCO Total Return
Trust Fund
Company
*Charles Aggregate purchases of 1,277 3,836,782 N/A 3,836,782 3,836,782 N/A
Schwab Neuberger & Berman
Trust Guardian Fund
Company
*Charles Aggregate sales of 770 N/A 11,657,915 12,494,578 11,657,915 (836,663)
Schwab Neuberger & Berman
Trust Guardian Fund
Company
*Charles Individual sale of 1 N/A 6,677,330 7,574,051 6,677,330 (896,721)
Schwab Neuberger & Berman
Trust Guardian Fund
Company
*Charles Aggregate purchases of 1,142 6,531,211 N/A 6,531,211 6,531,211 N/A
Schwab Warburg Pincus
Trust International Equity
Company Fund
*Charles Aggregate sales of 629 N/A 10,925,281 10,668,909 10,925,281 256,372
Schwab Warburg Pincus
Trust International Equity
Company Fund
*Charles Individual sale of 1 N/A 3,178,928 3,489,151 3,178,928 (310,223)
Schwab Warburg Pincus
Trust International Equity
Company Fund
*Charles Aggregate purchases of 1,395 3,806,519 N/A 3,806,519 3,806,519 N/A
Schwab Janus Fund
Trust
Company
*Charles Aggregate sales of 758 N/A 14,100,401 11,658,231 14,100,401 2,442,170
Schwab Janus Fund
Trust
Company
*Charles Individual sale of 1 N/A 9,299,927 7,378,604 9,299,927 1,921,323
Schwab Janus Fund
Trust
Company
*Charles Aggregate purchases of 1,295 11,005,360 N/A 11,005,360 11,005,360 N/A
Schwab Baron Asset Fund
Trust
Company
*Charles Aggregate sales of 743 N/A 18,330,918 18,207,344 18,330,918 123,574
Schwab Baron Asset Fund
Trust
Company
*Charles Individual sale of 1 N/A 6,059,040 4,908,931 6,059,040 1,150,109
Schwab Baron Asset Fund
Trust
Company
*Represents a party-in-interest
</TABLE>
<PAGE>
EXHIBIT 99
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated June 25, 1999,
included in the Owens Corning Savings and Security Plan's annual
report on Form 11-K for the period ended March 24, 1999 and the
year ended December 31, 1998, into the Company's previously filed
Registration Statements on Form S-8 and active S-3 (File Nos. 33-
9563, 33-9986, 33-18262, 33-20997, 33-27209, 33-31687, 33-48707,
33-57886, 33-60487, 333-09367, 333-32145, 333-47961 and 333-
48153, 333-76765).
ARTHUR ANDERSEN LLP
Toledo, Ohio,
June 25, 1999
