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 30, 1998
OWENS CORNING
SAVINGS AND SECURITY 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
December 30, 1998 and December 31, 1997
3. Statements of Changes in Assets Available for Benefits -
for the years ended December 30, 1998 and December 31,
1997
4. Notes to Financial Statements
5. Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for
Investment
Purposes as of December 30, 1998
Schedule II - Item 27d - Schedule of Reportable
Transactions
for the Year Ended December 30, 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.
OWENS CORNING
SAVINGS AND SECURITY PLAN
By /s/ Michael I. Miller
Michael I. Miller
Chairman, Investment Review Committee
Dated: June 28, 199
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the Owens Corning
Savings and Security Plan:
We have audited the accompanying statements of assets available for benefits
of the OWENS CORNING SAVINGS AND SECURITY PLAN as of December 30, 1998 and
December 31, 1997, and the related statements of changes in assets available
for benefits for the years then ended. These financial statements and
supplemental schedules are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
supplemental 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 audits 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 the Plan's 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 Owens Corning
Savings and Security Plan as of December 30, 1998 and December 31, 1997, and
the changes in its assets available for benefits for the years then ended in
conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes as of December 30, 1998, and reportable
transactions for the year ended December 30, 1998, 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 assets available for benefits and the statements of changes
in assets available for benefits is presented for purposes of additional
analysis rather than to present the assets available for plan benefits and
changes in assets available for plan 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.
ARTHUR ANDERSEN LLP
Toledo, Ohio,
June 25, 199
<PAGE>
- -1-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
------------------------------------------------------------
Company Templeton
Stock Acorn Low-Priced Foreign
Fund Fund Stock Fund
------------- ------------- --------- --- ------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ 34,794,790 $ - $ - $
-
Investment in mutual funds - 14,315,164 99,361
1,411,832
Loans to participants (Note 3) - - - -
Accrued interest income - - - -
Due from Owens Corning (Note 1) 48,496 49,515 295 6,161
------------- ------------ ------------
-------------
ASSETS AVAILABLE FOR BENEFITS $ 34,843,286 $
14,364,679 $ 99,656 $ 1,417,993
=============
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -2-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
--------------------------------------------------------------------------
Spartan U.S. Retirement Growth and Blue Chip
Equity Index Money Mkt Puritan Income Growth
Fund Portfolio Fund Portfolio Fund
--------------- ------------ ----------- -------------- --
- --------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ -
$ -
Investment in mutual funds 6,324,839 9,915,840 2,642,037
2,357,500 3,013,454
Loans to participants (Note 3) - - - - -
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 29,832 275,928 24,915
15,245 23,933
-------------- ---------- -- --------- --------
- ---- -----------
ASSETS AVAILABLE FOR BENEFITS $ 6,354,671 $10,191,768 $
2,666,952 $ 2,372,745 $ 3,037,387
============== =========== ===========
============= ===========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -3-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
---------------------------------------------------------
Diversified Investment Aggressive Loans to
International Grade Growth Partici-
Fund Bond Fund Fund pants Total
------------- ------------- ---------- - ----------- --------
- ---
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ -
$34,794,790
Investment in mutual funds 182,618 526,163 1,098,931 -
41,887,739
Loans to participants (Note 3) - - - 2,089,171
2,089,171
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 1,655 3,341 4,267 - 483,583
------------ ---------- ---------- --
- --------- -----------
ASSETS AVAILABLE FOR BENEFITS $ 184,273 $ 529,504 $
1,103,198 $ 2,089,171 $79,255,283
=========== ==========
========= ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -4-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
Fund Fund Fund Fund
------------ ----------- --------- ---------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ 32,861,871 $ -
$ - $ -
Investment in mutual funds - 13,988,247 1,608,357
1,385,572
Loans to participants (Note 3) - - - -
Accrued interest income - - - -
Due from Owens Corning (Note 1) 247,940 82,752 10,587
8,524
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS $ 33,109,811 $ 14,070,999 $
1,618,944 $ 1,394,096
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -5-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------------------------
Spartan U.S. Retirement Growth and Blue Chip
Equity Index Money Mkt Puritan Income Growth
Fund Portfolio Fund Portfolio Fund
--------------- ------------ ----------- -------------- --
- -------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ -
$ -
Investment in mutual funds 4,556,444 7,798,845 159,699
895,539 688,375
Loans to participants (Note 3) - - - - -
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 27,894 65,540 1,422 6,243
4,800
-------------- ---------- -- --------- --------
- ---- -----------
ASSETS AVAILABLE FOR BENEFITS $ 4,584,338 $ 7,864,385 $
161,121 $ 901,782 $ 693,175
============== =========== ============
============ ===========
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -6-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
---------------------------------------------------------
Diversified Investment Aggressive Loans to
International Grade Growth Partici-
Fund Bond Fund Fund pants Total
------------- ------------- ---------- - ---------- --
- --------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ -
$ 32,861,871
Investment in mutual funds 67,959 69,832 240,500 -
31,459,369
Loans to participants (Note 3) - - - 166,760
166,760
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 402 434 1,605 - 458,143
------------ ---------- ----------- --
- --------- -------------
ASSETS AVAILABLE FOR BENEFITS $ 68,361 $ 70,266 $
242,105 $ 166,760 $ 64,946,143
============ = ========= == ========= ==
========= =============
</TABLE>
The accompanying notes are an integral part of these statements.
-7-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
Fund Fund Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ - $ 895,498 $ 29,790 $
151,190
Net Interest in master trust investment income 1,602,568
- - - -
Interest on loans to participants - 2,905 17 336
Realized gain (loss) on disposition of
investments - 641,405 216,388 (27,130)
Unrealized appreciation (depreciation)
of investments - (1,189,724) (146,911) (206,586)
------------ ------------ --------
- ---- ------------
1,602,568 350,084 99,284 (82,190)
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 3,749,077 2,533,275 113,604 426,128
Owens Corning 4,412,024 58,269 210 7,695
------------ ------------ --------
- ---- ------------
8,161,101 2,591,544 113,814 433,823
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (4,480,525) (1,453,025) (90,664)
(134,103)
Election of redistribution among funds (Note 1) (3,218,097) (980,106)
(1,740,311) (181,296)
Transfer from Predecessor Trustee 2,088 - - -
Participant loan activity (Note 3) (142,011) (154,105) 156 (8,117)
Administrative expenses (Note 1) (176,033) (60,544) (1,217)
(3,552)
Other (15,616) (168) (6) (668)
------------ ------------ --------
- ---- ------------
(8,030,194) (2,647,948) (1,832,042) (327,736)
------------ ------------ --------
- ---- ------------
Net increase (decrease) 1,733,475 293,680 (1,618,944)
23,897
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 33,109,811 14,070,999 1,618,944 1,394,096
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 34,843,286 $ 14,364,679 $ - $
1,417,993
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
- -8-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 8
Supplemental Information By
Fund
---------------------------------------------
Low- Spartan U.S. Retirement
Priced Equity Index Money Mkt
Stock Fund Fund
---------- -- ----- ------- ------ -------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 4,272 $ 115,035 $ 413,174
Net Interest in master trust investment income -
- - -
Interest on loans to participants 4 1,657 13,036
Realized gain (loss) on disposition of
investments (10,275) 233,128 -
Unrealized appreciation (depreciation)
of investments 1,432 978,458 -
-- ---------- ------------ ------------
(4,567) 1,328,278 426,210
---------- -- --------- --- ---- ---------
CONTRIBUTIONS (Notes 1 and 4):
Participants 14,316 970,110 1,733,048
Owens Corning 1,147 35,538 404,472
------------ ------------ ------------
15,463 1,005,648 2,137,520
---------- -- --------- --- ---------- --
OTHER:
Distributions to participants (Note 4) (615) (685,256) (2,398,438)
Election of redistribution among funds (Note 1) 89,939 198,270
1,626,113
Transfer from Predecessor Trustee - - 620,766
Participant loan activity (Note 3) (446) (75,251) (85,772)
Administrative expenses (Note 1) (72) (1,512) (29,980)
Other (46) 156 30,964
------------ ------------ --------
- ----
88,760 (563,593) (236,347)
------------ ------------ --------
- ----
Net increase (decrease) 99,656 1,770,333 2,327,383
------------ ------------ --------
- ----
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - 4,584,338 7,864,385
------------ ------------ --------
- ----
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 99,656 $ 6,354,671 $ 10,191,768
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements
- -9-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------------------
Growth and Blue Chip Diversified
Puritan Income Growth International
Fund Portfolio Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 246,459 $ 112,219 $ 104,605
$ 6,601
Net Interest in master trust investment income -
- - - -
Interest on loans to participants 1,079 485 3,049 32
Realized gain (loss) on disposition of
investments (8,123) 10,887 30,045 (1,575)
Unrealized appreciation (depreciation)
of investments (15,863) 238,478 386,050 5,276
------------ ------------ --------
- ---- ------------
223,552 362,069 523,749 10,334
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 558,087 554,126 578,979 77,159
Owens Corning 31,862 20,118 31,418 2,609
------------ ------------ --------
- ---- ------------
589,949 574,244 610,397 79,768
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (240,782) (165,029)
(271,568) (10,689)
Election of redistribution among funds (Note 1) 1,705,867 705,307
1,251,259 36,690
Transfer from Predecessor Trustee 280,963 - 330,435 -
Participant loan activity (Note 3) (49,213) (2,185) (97,203)
(151)
Administrative expenses (Note 1) (4,417) (3,002) (2,784)
(36)
Other (88) (441) (73) (4)
------------ ------------ --------
- ---- ------------
1,692,330 534,650 1,210,066 25,810
------------ ------------ --------
- ---- ------------
Net increase (decrease) 2,505,831 1,470,963 2,344,212
115,912
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 161,121 901,782 693,175 68,361
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 2,666,952 $ 2,372,745 $ 3,037,387 $
184,273
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
- -10-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------
Investment Aggressive Loans to
Grade Growth Partici-
Bond Fund Fund pants Total
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 23,113 $ 65,757 - $
2,167,713
Net Interest in master trust investment income -
- - - 1,602,568
Interest on loans to participants 303 1,186 - 24,089
Realized gain (loss) on disposition of
investments 4,279 16,822 - 1,105,851
Unrealized appreciation (depreciation)
of investments 1,556 202,540 - 254,706
------------ ------------ --------
- ---- ------------
29,251 286,305 - 5,154,927
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 93,936 202,847 - 11,604,692
Owens Corning 3,384 5,619 - 5,014,365
------------ ------------ --------
- ---- ------------
97,320 208,466 - 16,619,057
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (108,541) (144,841) (10,320)
(10,194,396)
Election of redistribution among funds (Note 1) 287,231 219,134 -
-
Transfer from Predecessor Trustee 175,617 357,020 -
1,766,889
Participant loan activity (Note 3) (20,881) (63,998) 699,177 -
Administrative expenses (Note 1) (937) (1,356) - (285,442)
Other 178 363 1,233,554 1,248,105
------------ ------------ --------
- ---- ------------
332,667 366,322 1,922,411 (7,464,844)
------------ ------------ --------
- ---- ------------
Net increase (decrease) 459,238 861,093 1,922,411
14,309,140
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 70,266 242,105 166,760 64,946,143
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 529,504 $ 1,103,198 $ 2,089,171 $
79,255,283
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
- -11-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
Fund Fund Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 56,759 $ 1,287,975 $ 101,954
$ 141,654
Net interest in master trust
investment income (loss) 1,162,956 (2,890,312) (66,671)
(76,518)
Interest on loans to participants 209 285 60 99
Realized gain (loss) on disposition of
investments 160,982 628,425 48,729 60,722
Unrealized appreciation (depreciation)
of investments (7,897,539) 3,666,205 135,802 (17,862)
------------ ------------ --------
- ---- ------------
(6,516,633) 2,692,578 219,874 108,095
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 4,956,369 2,528,062 436,270 468,177
Owens Corning 3,575,058 3,547 1,462 494
------------ ------------ --------
- ---- ------------
8,531,427 2,531,609 437,732 468,671
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (3,429,661) (1,213,049)
(186,640) (175,389)
Election of redistribution among funds (Note 1) (1,389,796) (133,548)
387,340 (17,776)
Administrative expenses (Note 1) (138,861) (40,964) (2,997)
(2,579)
Participant loan activity (Note 3) 905 1,762 66 (81)
Other (671,121) (52,564) 23,861 (27,146)
------------ ------------ --------
- ---- ------------
(5,628,534) (1,438,363) 221,630 (222,971)
------------ ------------ --------
- ---- ------------
Net increase (decrease) (3,613,740) 3,785,824 879,236
353,795
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 36,723,551 10,285,175 739,708 1,040,301
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 33,109,811 $ 14,070,999 $ 1,618,944 $
1,394,096
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -12-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------------
Indexed Fixed Spartan U.S. Retirement
Equity Income Equity Index Money Mkt
Fund Fund Fund Portfolio
---------- -- ----- ------- ------ ------- ----- -------
INVESTMENT INCOME (Note 2):
Interest and dividends $ - $ - $ 71,014 $
298,859
Net interest in master trust
investment income (loss) 140,856 63,009 - -
Interest on loans to participants - - 382 8,941
Realized gain (loss) on disposition of
investments - - 74,962 -
Unrealized appreciation (depreciation)
of investments - - 699,339 (3,695)
-- ---------- ------------ ------------
- -----------
140,856 63,009 845,697 304,105
---------- -- --------- --- ---- --------- --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 193,540 414,641 658,774 1,308,893
Owens Corning - - 1,979 21,375
------------ ------------ ------------
------------
193,540 414,641 660,753 1,330,268
---------- -- --------- --- ---------- -- --
- ----------
OTHER:
Distributions to participants (Note 4) (171,769) (364,287)
(262,490) (1,083,753)
Election of redistribution among funds (Note 1) (3,071,413) (7,217,851)
3,270,208 6,632,380
Administrative expenses (Note 1) (4,193) (8,484) (511) (16,028)
Participant loan activity (Note 3) - - 1,198 (19,659)
Other (486) (194) 69,483 717,072
------------ ------------ --------
- ---- ------------
(3,247,861) (7,590,816) 3,077,888 6,230,012
------------ ------------ --------
- ---- ------------
Net increase (decrease) (2,913,465) (7,113,166) 4,584,338
7,864,385
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 2,913,465 7,113,166 - -
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ - $ - $ 4,584,338 $ 7,864,385
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -13-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------------
Growth and Blue Chip Diversified
Puritan Income Growth International
Fund Portfolio Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 9,475 $ 28,984 $ 28,743 $
2,179
Net interest in master trust
investment income (loss) - - - -
Interest on loans to participant 83 148 685 -
Realized gain (loss) on disposition of
investments 745 3,720 3,413 (219)
Unrealized appreciation (depreciation)
of investments (280) 35,804 14,324 (2,797)
------------ ------------ --------
- ---- ------------
10,023 68,656 47,165 (837)
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 43,161 173,255 148,850 30,730
Owens Corning 327 1,133 1,150 37
------------ ------------ --------
- ---- ------------
43,488 174,388 150,000 30,767
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (5,963) (14,418) (22,880)
(2,834)
Election of redistribution among funds (Note 1) 113,498 655,616
480,032 41,286
Administrative expenses (Note 1) (225) (830) (593) (21)
Participant loan activity (Note 3) 300 (5,083) (10,076) -
Other - 23,453 49,527 -
------------ ------------ --------
- ---- ------------
107,610 658,738 496,010 38,431
------------ ------------ --------
- ---- ------------
Net increase (decrease) 161,121 901,782 693,175
68,361
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - -
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 161,121 $ 901,782 $ 693,175 $
68,361
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
<PAGE>
- -14-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------
Investment Aggressive Loans to
Grade Growth Partici-
Bond Fund Fund pants Total
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 1,339 $ 46,219 - $
2,075,154
Net interest in master trust
investment income (loss) - - - (1,666,680)
Interest on loans to participants 39 94 - 11,025
Realized gain (loss) on disposition of
investments - 1,359 - 982,838
Unrealized appreciation (depreciation) of
investments 950 (42,502) - (3,412,251)
------------ ------------ --------
- ---- ------------
2,328 5,170 - (2,009,914)
------------ ------------ ------------ --
- ----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 16,164 47,210 - 11,424,096
Owens Corning 69 145 - 3,606,776
------------ ------------ --------
- ---- ------------
16,233 47,355 - 15,030,872
------------ ------------ ------------ --
- ----------
OTHER:
Distributions to participants (Note 4) (187) (3,410) (9,559)
(6,946,289)
Election of redistribution among funds (Note 1) 51,682 198,342 -
-
Administrative expenses (Note 1) (98) (137) - (216,521)
Participant loan activity (Note 3) 308 244 30,116 -
Other - (5,459) 146,203 272,629
------------ ------------ --------
- ---- ------------
51,705 189,580 166,760 (6,890,181)
------------ ------------ --------
- ---- ------------
Net increase (decrease) 70,266 242,105 166,760
6,130,777
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - 58,815,366
------------ ------------ --------
- ---- ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ 70,266 $ 242,105 $ 166,760 $
64,946,143
============ ============ ============
============
</TABLE>
The accompanying notes are an integral part of these statements
- -15-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
Operations of the Plan
- ------------------
The Owens Corning Savings and Security Plan (the Plan) principally benefits
designated groups of employees of Owens Corning and certain subsidiaries (the
Company). An eligible employee may elect to enroll in the Plan at any time.
Effective April 1, 1997, the Company changed the Plan's trustee from Citibank
N.A., New York to Fidelity Management Trust Company (the Trustee). The change
resulted in the liquidation of two investment options and the addition of
eight investment options.
Administrative expenses of the Plan are charged to the Plan and include
professional fees, accounting and other administrative expenses.
The following descriptions of the Plan provide only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan provisions.
Plan Contributions
- ------------------
Participants may contribute up to 15% of their base pay to the Plan. All or a
portion of the participants' contributions may be designated at the
participants' option as deferred income which, pursuant to Section 401(k) of
the Internal Revenue Code, is not subject to Federal income tax until such
amounts are distributed to the participants. The Plan requires remittance of
participant contributions to the Trustee as soon as deducted from the
participants' paychecks.
The Company matches participant contributions at various negotiated rates.
The Company may, at its discretion, make an annual profit sharing contribution
to the Plan. The Company made a profit sharing contribution of approximately
$484,000 and $458,000 in 1998 and 1997, respectively, included as Due from
Owens Corning in the financial statements. One-half of the Company's annual
profit sharing contribution, if any, will be invested exclusively in Company
stock.
The Company may, at its option, make Company contributions in the form of cash
or an equivalent number of shares of common stock of the Company. For 1998
and 1997, the Company contributed shares of stock to satisfy the portion of
the annual profit sharing contribution invested exclusively in Company stock.
- -16-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(continued)
Plan Investment Options
- -----------------------
Each participant elects to have his contribution invested in increments among
the investment funds made available under the Plan. In 1998, the Dodge & Cox
Balanced Fund was eliminated as an investment option in the Savings and
Security Plan and the Low-Priced Stock Fund was added. Currently, the
following twelve investment funds are available to participants:
Company Stock Fund
- ------------------
Consists primarily of investments in Owens Corning common stock.
Acorn Fund
- ----------
Invests principally in domestic and foreign common stocks but may also
include securities convertible into common stocks and equity securities of
a class different than common stock.
Spartan U.S. Equity Index
- -------------------------
Primarily invested in the companies whose securities are based upon the
value of the Standard & Poor's 500 Index.
Retirement Money Market Fund
- -----------------------------
Primarily invests in high-quality short-term U.S. dollar denominated money
market securities of domestic and foreign issuers. Investments include
short-term corporate obligations, U.S. government obligations and
certificates of deposit.
Low-Priced Stock Fund
- ---------------------
Primarily invests in stocks of smaller, less well-known companies that are
considered undervalued or out of favor with other investors.
Templeton Foreign Fund
- ----------------------
Invests in stocks and debt securities of companies and governments outside
the United States.
- -17-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(continued)
Puritan Fund
- ------------
Primarily invests in high-yielding U.S. and foreign securities, common and
preferred stocks, and bonds of any quality or maturity.
Growth and Income Portfolio
- ---------------------------
Primarily invests in U.S. and foreign stocks.
Blue Chip Growth Fund
- ---------------------
Primarily invests in common stocks of well-known and established companies
and companies with strong earnings and future growth potential.
Aggressive Growth Fund
- ----------------------
Primarily invests in stocks of small and medium-sized companies in the
developing stages of their life cycle that have the potential for
accelerated earnings or revenue growth.
Diversified International Fund
- ------------------------------
Primarily invests in stocks of companies located outside the U.S. that are
included in the Morgan Stanley EAFE Index.
Investment Grade Bond Fund
- --------------------------
Invests in a broad variety of fixed-income obligations that are primarily
rated with medium to high quality of any maturity.
The Company matching contributions are invested exclusively in Company
common stock. The Trustee, at its sole discretion subject to any
provisions in the trust agreement, may hold any portion of any
contributions in cash which it considers necessary to meet anticipated
disbursements.
- -18-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(continued)
Participants may change their investment options and contribution rate on a
daily basis and redistribute their account balances daily. Participants may
discontinue their contributions to the Plan at any time.
The number of employees with a portion of their account invested in each fund
at December 30, 1998, was as follows:
<TABLE>
<S> <C> <C> <C> <C> <C>
Company
Stock
Fund
---
Acorn
Fund
---
Spartan
U.S.
Equity
Index
Fund
- ----
Retirement
Money
Market
Fund
- ----
Low-Priced
Stock
Fund
- ----
Templeton
Foreign
Fund
---
5,887
2,302
1,349
3,204
33
608
Puritan
Fund
---
Growth and
Income
Portfolio
- --------
Blue Chip
Growth
Fund
- ----
Aggressive
Growth
Fund
- ----
Diversified
International
Fund
- ----
Investment
Grade Bond
Fund
---
1,212
561
716
303
126
137
</TABLE>
Basis of Accounting
- -------------------
The accompanying financial statements have been prepared on the accrual basis.
Investments are reported at quoted market value. Participant withdrawal
requests received by the Plan Administrator before year end but not yet
distributed to the participants are included in assets available for benefits.
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 income and expenses during the reporting period.
Future events could alter such estimates.
- -19-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(continued)
Income Taxes
- ------------
The Internal Revenue Service (IRS) has issued a determination letter dated
March 27, 1996, stating that the Plan meets the requirements of Section 401(a)
of the Internal Revenue Code (the Code) and that the trust is exempt from
taxation under Section 501(a) of the Code. Participants generally are not
subject to Federal income tax on Company 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. The Plan had
several amendments throughout 1998; however, no new tax determination letter
has been issued. Management believes that the amendments do not change the
Plan's status for meeting the requirements of Section 401(a) of the Internal
Revenue Code and that the trust is still exempt from taxation.
Proceedings in the Event of Plan Termination
- --------------------------------------------
Although it has not expressed any intent to do so, the Company has the right
to terminate the Plan. In the event of termination or upon a permanent
discontinuance of Company contributions, the Plan accounts of each participant
not previously vested would fully vest. Participants would, in accordance
with the terms of the Plan, receive their contributions to the Plan as well as
Company contributions to the Plan on their behalf and the earnings on those
contributions.
(2) INVESTMENTS
Through March 31, 1997, the investments of the Plan were held in the Owens
Corning Savings Plan Master Trust (Savings Trust) maintained by the prior
Trustee for the Plan and another savings plan of the Company. Investments in
the Company Stock Fund were separately identified to the Plan. Investments in
mutual fund holdings were commingled for investment purposes.
Beginning April 1, 1997, investments in the Company Stock Fund are held in the
Owens Corning Stock Fund Master Trust (Stock Trust) maintained by the Trustee
for the Plan and another savings plan of the Company. Investments in mutual
funds previously held in the Savings Trust are now separately identified to
the Plan.
- -20-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) INVESTMENTS (continued)
The Indexed Equity Fund and the Fixed Income Fund were both liquidated on March
31, 1997 and replaced by the
Spartan U.S. Equity Index Fund and the Retirement Money Market Fund,
respectively. Six additional investments
were also added effective April 1, 1997, the Puritan Fund, the Growth and
Income Portfolio, the Blue Chip Growth
Fund, the Aggressive Growth Fund, the Diversified International Fund and the
Investment Grade Bond Fund. In
1998, the Dodge & Cox Balanced Fund was liquidated and the Low-Priced
Stock Fund was added.
The Plan has a proportionate claim on the net assets of the Commingled Company
Stock Fund and receives a
proportionate share of the investment income of said fund. Following is a
summary of the Stock Trust financial
statement for the Commingled Company Stock Fund and the Plan's interest in net
assets as of and for the year
ended December 30, 1998:
<TABLE>
<S> <C> <C> <C>
<C>
Shares
- ------
Cost
----
Current or
Contract
Value
----------
Plan
Interest
--------
ASSETS:
Investments:
Owens Corning Common Stock
4,425,321
$53,088,578
$ 153,026,115
.225
Money Market
1,971,992
1,971,992
1,971,992
.225
Interest and Dividend Receivable
399,953
.225
- -------------
Total Assets
155,398,060
- -------------
LIABILITIES:
Payables
524,555
- -------------
.225
PARTICIPATING PLANS' EQUITY
$ 154,873,505
=============
</TABLE>
- -21-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
<TABLE>
<S> <C>
1998
Company Stock Fund
------------------
INVESTMENT INCOME:
Interest
115,873
Dividends
1,435,553
Realized gain on disposition of
Investments
19,615,991
Change in unrealized appreciation
of investments
(10,772,259)
----------
10,395,158
==========
Plan Interest
.154
</table
- -22-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) INVESTMENTS (continued)
Investments are reported at quoted market value in all funds. Unrealized
appreciation (depreciation) of investments is reflected currently as a change
in assets available for benefits. Purchases and sales are recorded on the
trade date basis. Realized gain and loss on disposition of investments is
computed using average cost.
(3) LOANS
Loan balances represent rollovers from acquisitions made by the Company. No
new loans were made to active participants during January 1, 1997 through
August 31, 1998, as there was no provision in the Plan to do so. Effective
September 1, 1998, non-union employees and union employees at the Hebron, Ohio
location may obtain loans from the Plan. Other union employees may obtain
loans from the Plan following the first re-negotiation of their applicable
collective bargaining agreement after September 1, 1998. Interest payments are
reflected as income in the appropriate Fund in accordance with the
participants' current investment election.
The maximum amount participants may borrow is $50,000 or 50% of their total
vested account limited to the total of contributions designated as deferrals
and related earnings. The minimum amount available for a loan is $1,000. The
loan limit is reduced for the highest loan balance outstanding in the prior 12
months.
Loans advanced are repaid through regular payroll deductions with interests
equal to the prime rate in effect on the last business day of the month prior
to the employee's loan application.
A loan can be requested for any reason. A borrower has from one to five years
to repay the loan. Repayments of principal and interest are invested in one
of the twelve investment funds in accordance with the borrower's election.
- -23-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(4) VESTING, FORFEITURES AND DISTRIBUTIONS
Participants become 100% vested in Company contributions and earnings thereon
after five years of completed service at a rate of 20% per year. Certain
participants become 100% vested after three years of service. Such amounts
also become fully vested upon the participant attaining 65 years of age with
five years of service, termination of the participant's employment due to
retirement, disability or death, involuntary termination of the participant's
employment (other than for cause), termination of the Plan, or permanent
discontinuance of the prescribed Company contributions to the Plan. Such
vested contributions and earnings thereon are automatically distributable
after termination and upon attaining 65 years of age or death, whichever is
earlier. If termination of employment occurs for any reason other than
attaining 65 years of age or death, the participant's account will become
distributable at 65 years of age or death unless an election for immediate
distribution is filed within 90 days of termination with the Plan
administrator.
Participants may make certain withdrawals from their accounts. After-tax
contributions and the related earnings are eligible for withdrawal up to two
times each calendar year, once between January 1 and June 30 of the year, and
again between July 1 and December 31 of the year. Participants over age 65
may make withdrawals of Company contributions during the same periods. No
other withdrawals of Company contributions can be made during employment.
Participants aged 59-1/2, or older, may withdraw all or a portion of their
before-tax contributions. Otherwise, before-tax contributions may be
withdrawn only under serious financial hardship. Earnings credited to the
before-tax contributions before 1989, if any, are not available for
withdrawal.
Participants may elect to receive their distribution from the Company Stock
Fund in the form of cash or Company stock. Stock distributions totaled
461,774 shares of stock valued at $4,310,000 in 1998. Stock distributions for
the first three months of 1997 from the Company Stock Fund totaled 7,143
shares of stock valued at $276,000. Stock distributions for the nine months
ended December 31, 1997 from the Stock Trust totaled 119,160 shares of stock
valued at $4,674,000.
- -24-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(5) PLAN MERGERS
In 1998, three subsidiary plans merged into the Savings and Security Plan
(SSP). Effective January 1, 1998 the Partek Insulations, Inc. 401(k) Plan
merged into the Savings and Security Plan. The OCFL 401(k) Savings Plan
(Hebron location) and the OCFL Money Purchase Pension Plan merged into the
Plan effective July 1, 1998. On each of the effective dates, all amounts were
transferred to the SSP and each employee was 100% vested in the amounts under
the prior plan.
(6) SUBSEQUENT EVENT
Effective January 1, 1999, the following subsidiaries' plans merged into the
Savings and Security Plan: AmeriMark Building Products, Inc. Hourly Employees
Retirement Plan; Employees' Savings Plan for AmeriMark Building Products, Inc.
and Subsidiaries; Fabwel, Inc. 401(k) Plan; Falcon Foam Corporation Retirement
Savings Plan (Falcon of California only) and the Fibreboard Corporation 401(k)
Retirement Plan. Employees will be 100% vested in the amounts transferred
under the prior plans. During 1999, in connection with these mergers, assets
totaling approximately $20,000,000 will be transferred into the Plan.
</PAGE>
<PAGE>
- -25-
OWENS CORNING
SAVINGS AND SECURITY PLAN
Schedule I
EIN: 34-4323452 PLAN: 014
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 30, 1998
</TABLE>
<TABLE>
<S> <C>
<C> <C>
Identity of Issuer
Description of Investment
Cost
Current Value
*Fidelity Management Trust Company
Acorn Fund
Low-Priced Stock Fund
Templeton Foreign Fund
Puritan Fund
Investment Grade Bond
Fund
Growth and Income Fund
Blue Chip Growth Fund
Aggressive Growth Fund
Diversified International
Fund
Retirement Money
Market Fund
Spartan U.S. Equity Index
Fund
$11,850,195
$ 97,930
$ 1,635,915
$ 2,658,180
$ 523,663
$ 2,083,216
$ 2,613,080
$ 938,893
$ 180,138
$ 9,915,840
$ 4,554,370
$14,315,164
$ 99,361
$ 1,411,832
$ 2,642,037
$ 526,163
$ 2,357,500
$ 3,013,454
$ 1,098,931
$ 182,618
$ 9,915,840
$ 6,324,839
*Fidelity Management Trust Company
Participant loans
$ 2,089,171
$ 2,089,171
*Fidelity Management Trust Company
Investment in Stock Trust
collective funds
$37,045,493
- ---------------
$ 34,794,790
------------------
Total
$76,186,084
$ 78,771,700
========
==========
* Represents a party in interest
</table
- -26-
OWENS CORNING
SAVINGS AND SECURITY PLAN
Schedule II
EIN: 34-4323452 PLAN: 014
Item 27a - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 30, 1998
</TABLE>
<TABLE>
<S> <C> <C> <C>
<C> <C> <C> <C>
Party Involved
- --------------------
Description
of Assets
- ----------------
Trans-
actions
- ---------
Purchase
Price
- ------------
Sales
Price
- --------
Cost of
Asset
- ----------
Current
Value at
Transaction
Date
- ----------------
Net
Gain
- -------
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
* Fidelity
Management
Trust
Company
Acorn Fund
Acorn Fund
Stock Trust
Collective
Funds
Stock Trust
Collective
Funds
Puritan
Fund
Blue Chip
Fund
Retirement
Money
Market
Portfolio
Retirement
Money
Market
Portfolio
250
244
250
250
234
245
253
248
$5,633,619
N/A
14,039,915
N/A
3,113,266
4,894,564
9,626,238
N/A
$ N/A
4,758,382
N/A
13,439,059
N/A
N/A
N/A
7,509,243
$ 5,633,619
4,116,977
14,039,915
12,623,673
3,113,266
4,894,564
9,626,238
7,509,243
$5,633,619
4,758,382
14,039,915
13,439,059
3,113,266
4,894,564
9,626,238
7,509,243
$ -
641,405
-
815,386
-
-
-
-
Represents a party in interest
</TABLE>
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
year ended December 30, 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 28, 1999
