DOMINION HOMES INC
11-K, 1997-06-27
OPERATIVE BUILDERS
Previous: PANDA PROJECT INC, 10-K, 1997-06-27
Next: FORESTRY INTERNATIONAL INC, 10KSB, 1997-06-27



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

(Mark One)

(X)      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934                
         For the fiscal year ended December 31, 1996

                                       OR

( )      TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934                 

             For the transition period from __________ to __________

Commission File Number:  33-76290

A.       Full title of the plan and the address of the plan, if different from
         that of the issuer named below:

                               BORROR CORPORATION
                            RETIREMENT PLAN AND TRUST

B.       Name of issuer of the securities held pursuant to the plan and the
         address of its principal executive office:

               DOMINION HOMES, INC. (FORMERLY BORROR CORPORATION)
                                5501 FRANTZ ROAD
                                  P.O. BOX 7166
                             DUBLIN, OHIO 43017-0766

                                                        Exhibit Index on Page 19

                                  Page 1 of 20


<PAGE>   2


                              REQUIRED INFORMATION

         The following financial statements and schedules for Borror Corporation
Retirement Plan and Trust which are prepared in accordance with the Employee
Retirement Income Security Act of 1974 are being filed herewith:

Description                                                          Page No.
- -----------                                                          --------

Index to Financial Statements                                        Page 5

Audited Financial Statements:

Report of Independent Accountants                                    Page 6

Statements of Net Assets Available for Benefits as                   Page 7
of December 31, 1996 and December 31, 1995

Statements of Changes in Net Assets Available for                    Page 8
Benefits for the Years Ended December 31, 1996
and December 31, 1995

Notes to Financial Statements                                        Pages 9-16


Supplemental Schedules:

Item 27a - Schedule of Assets Held for Investment                    Page 17
Purposes as of December 31, 1996

Item 27d - Schedule of Reportable Transactions                       Page 18
for the Year Ended December 31, 1996

Note:    Supplemental schedules required by the Employee Retirement Income
         Security Act of 1974 that have not been included herein are not
         applicable to Borror Corporation Retirement Plan and Trust.

The following exhibit is being filed herewith:

Exhibit No.       Description                                        Page No.
- -----------       -----------                                        --------

     1            Consent of Independent Accountants                 Page 20


                                        2


<PAGE>   3


                                   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 the Plan's behalf by
the undersigned hereunto duly authorized.

                                              BORROR CORPORATION
                                              RETIREMENT PLAN AND TRUST

Date:  June 26, 1997                          By:   */s/ Terry E. George
                                                    ----------------------------
                                                     Terry E. George, Co-Trustee


                                        3


<PAGE>   4
                  BORROR CORPORATION RETIREMENT PLAN AND TRUST

                    REPORT ON AUDITS OF FINANCIAL STATEMENTS

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
























<PAGE>   5
BORROR CORPORATION RETIREMENT PLAN AND TRUST

INDEX

                                                                           PAGES

Report of Independent Accountants                                            6

Financial Statements:

     Statements of Net Assets Available for Benefits                         7

     Statements of Changes in Net Assets Available for Benefits              8

Notes to the Financial Statements                                          9-16

Supplemental Schedules:

     Item 27a--Schedule of Assets Held for Investment Purposes               17

     Item 27d--Schedule of Reportable Transactions                           18


<PAGE>   6

REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Borror Corporation Retirement Plan and Trust

We have audited the accompanying statements of net assets available for benefits
of Borror Corporation Retirement Plan and Trust as of December 31, 1996 and
1995, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements 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 net assets available for benefits of the Plan as of
December 31, 1996 and 1995, and changes in net 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 and 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 supplemental schedules
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.


Columbus, Ohio
June 6, 1997

<PAGE>   7


BORROR CORPORATION RETIREMENT PLAN AND TRUST

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

as of December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                                    1996          1995
                                                                 ----------     ----------

<S>                                                              <C>            <C>       
Assets:
    Investments at fair market value (cost is $3,090,663 and
          $2,883,055 for 1996 and 1995, respectively)            $3,550,733     $3,158,718
    Cash, bearing interest at money market rates                     32,426        272,046
    Employer contributions receivable                               279,215        291,496
    Employee contributions receivable                                16,258         11,706
    Accrued interest receivable and other                               818            525
                                                                 ----------     ----------

      Total assets                                                3,879,450      3,734,491
                                                                 ----------     ----------
Liabilities:
    Participant refunds payable                                      34,674          5,188
                                                                 ----------     ----------

      Total liabilities                                              34,674          5,188
                                                                 ----------     ----------

      Net assets available for benefits                          $3,844,776     $3,729,303
                                                                 ==========     ==========
</TABLE>


The accompanying notes are an integral part of the financial statements.
                                                                               7


<PAGE>   8

BORROR CORPORATION RETIREMENT PLAN AND TRUST

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

for the years ended December 31, 1996 and 1995

<TABLE>
<CAPTION>

                                                               1996             1995
                                                          -----------      -----------

<S>                                                       <C>              <C>        
Additions:
    Employee contributions                                $   424,944      $   502,994
    Employer contributions                                    295,715          305,826
    Interest and dividend income                               17,093            6,883
    Net appreciation in the fair value of investments         417,486          478,541

Deductions:
    Participant benefits                                     (993,154)        (603,051)
    Administrative expenses                                   (46,611)         (41,845)
                                                          -----------      -----------

      Net additions                                           115,473          649,348

Net assets available for benefits, beginning of year        3,729,303        3,079,955
                                                          -----------      -----------

      Net assets available for benefits, end of year      $ 3,844,776      $ 3,729,303
                                                          ===========      ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.
                                                                               8

<PAGE>   9



BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS

1.     DESCRIPTION OF THE PLAN:

       Dominion Homes, Inc. (formerly Borror Corporation)(the Employer)
       established Borror Corporation Retirement Plan and Trust (the Plan)
       effective July 1, 1985. The Plan is a defined contribution plan intended
       to comply with Sections 401(a) and (k) of the Internal Revenue Code.

       Effective July 1, 1995, employees are eligible to participate in the Plan
       upon the latest of: a) the attainment of age 21; b) the completion of six
       months of service; and c) classification as a regular full-time employee,
       exclusive of employees for whom retirement benefits have been the subject
       of good faith collective bargaining.

       Prior to July 1, 1995, employees were eligible to participate in the Plan
       upon the attainment of age 21 and the completion of six months and 500
       hours of service, exclusive of employees for whom retirement benefits
       have been the subject of good faith collective bargaining.

       Participants may invest in seven investment fund options. These options
       include the Dominion Homes, Inc. Stock Fund, the Balanced Fund, the
       Growth Fund, the Income Fund, the Fidelity Growth Fund, the Huntington
       Monitor Money Market Fund, and the Huntington Monitor Treasury Money
       Market Fund. The Balanced Fund, Growth Fund and Income Fund are
       Huntington Asset Allocation Funds with investments in equity and fixed
       income investments.

       The Employer is required to make annual retirement contributions to the
       Plan from its current or accumulated profits, if any, equal to 2% of the
       compensation paid to participants. Eligible participants for this purpose
       include those making contributions to the Plan during the period,
       employed on the last day of the plan year and have at least 1,000 hours
       of service during a calendar year. The Employer may make additional
       discretionary annual retirement contributions to the Plan from its
       current or accumulated profits, if any. The Employer's retirement
       contributions to the Plan for each plan year are allocated among those
       participants employed by the Employer as of the last day of such plan
       year in the ratio that the compensation of each such participant during
       the plan year bears to the total compensation received by all such
       participants during the plan year. Effective January 1, 1997, the Plan
       will provide for matching and profit sharing allocations without regard
       to employment on the last day of the plan year or the completion of 1,000
       hours of service during the plan year.

                                                                               9

<PAGE>   10

BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

       A participant in the Plan may enter into a salary reduction agreement
       with the Employer, authorizing the Employer to withhold a percentage of
       such participant's compensation and to contribute such amount to the Plan
       on their behalf. If a participant has not authorized the Employer to
       withhold at the maximum rate and desires to increase the total amount
       withheld for a plan year, such participant may authorize the Employer to
       withhold a supplemental amount up to 100% of their compensation for one
       or more pay periods. In no event may the sum of the amounts withheld
       under the Salary Reduction Agreement plus the supplemental withholding in
       any calendar year exceed $9,500. In accordance with Section 401(k) of the
       Internal Revenue Code, all amounts withheld from a participant's
       compensation in accordance with this section and contributed to their
       Salary Reduction Account are not to be included in the gross income of
       the participant for federal income tax purposes and are deemed, for tax
       purposes, to be an employee contribution to the Plan.

       The Employer is required to make matching contributions to the Plan from
       its current or accumulated profits, if any, equal to 25% of the salary
       reduction contributions made by participants who are employed on the last
       day of the plan year provided, however, that such matching contributions
       shall not exceed 1.5% of such participant's compensation for the plan
       year, subject to the limitations as published from time to time by the
       Internal Revenue Service. In no event may the sum of the amounts credited
       to a participant's Salary Reduction Account, Retirement Account and
       Matching Contribution Account in any plan year exceed the lesser of 25%
       of the participant's compensation for the plan year or $30,000.

       Income and losses on investments are allocated quarterly to the
       participant's account based on the ratio of the participant's prior
       quarterly account balance plus one half of the participant's current
       quarterly contributions less any quarterly distributions/withdrawals to
       the exact formula applied to the investment in total. This ratio is
       multiplied by the investment's income/loss for the quarter to determine
       the participant's allocation.

       A participant's interest in their Salary Reduction Account, Rollover
       Account, Retirement Account and Matching Contribution Account shall be
       fully vested and nonforfeitable at all times.

       Benefits under the Plan are generally payable upon the earliest
       occurrence of a participant's death, disability or retirement at or after
       attainment of normal retirement age. On termination of service due to
       death, disability or retirement, a participant may elect to receive
       either a lump-sum amount equal to the value of the participant's vested
       interest in their account, or in equal monthly, quarterly, semiannual or
       annual installments over a period not to exceed ten years. For
       termination of service due to other reasons, a participant may receive
       the value of the vested interest in their account as a lump-sum
       distribution. Notwithstanding the foregoing, a participant's Salary
       Reduction Account may also be distributed in the event of certain
       financial hardships or the attainment of age 55.

                                                                             10

<PAGE>   11

BORROR CORPORATION RETIREMENT PLAN AND TRUST 

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED 

       The Employer reserves the right at any time to amend or terminate this
       Plan or to suspend contributions thereto, provided that no such
       amendment, termination or suspension shall have the effect of giving the
       Employer any right or interest, or of revoking or diminishing the rights
       and interests of any participant in the funds then held by the Trustee.

2.     ACCOUNTING POLICIES:

       The following is a summary of significant accounting policies followed in
       the preparation of the financial statements. The policies conform to
       generally accepted accounting principles.

       A. INVESTMENT VALUATION AND INCOME RECOGNITION: Investments in the
          Employer's common stock, asset allocation funds, money market funds,
          and government securities and bonds traded on a national securities
          exchange are valued at the last reported sales price on the last
          business day of the plan year.

          Security transactions are reflected on a trade-date basis, which is
          not materially different from a settlement-date basis.

          Income from investments is recorded as earned, on an accrual basis.

          In the statements of changes in net assets available for plan
          benefits, the Plan presents the net appreciation (depreciation) in the
          fair value of its investments, which consists of the net realized
          gains or losses and the net unrealized appreciation (depreciation) on
          those investments.

       B. CONTRIBUTIONS TO THE PLAN: Contributions by the Employer are accrued
          and credited based upon amounts as described in Note 1 as of the end
          of each plan year.

       C. ADMINISTRATIVE EXPENSES: Administrative expenses are paid by the
          trustee from the net assets of the Plan. Approximately $47,000 and
          $42,000 in administrative expenses were incurred for the years ended
          December 31, 1996 and 1995, respectively.

       D. USE OF ESTIMATES: The preparation of the Plan's financial statements
          in conformity with generally accepted accounting principles requires
          the plan administrator to make significant estimates and assumptions
          that affect the reported amounts of net assets available for benefits
          at the date of the financial statements and the changes in the net
          assets available for benefits during the reporting period and, when
          applicable, disclosures of contingent assets and liabilities at the
          date of the financial statements. Actual results could differ from
          those estimates.

       E. RISKS AND UNCERTAINTIES: The Plan provides for various investment
          options in any combination of stocks, mutual funds, and other
          investment securities. Investment securities are exposed to various
          risks, such as interest rate, market, and credit risks. Due to the
          level of risk associated with certain investment securities, it is at
          least reasonably possible that 

                                                                            11

<PAGE>   12

BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

          changes in the values of investment securities will occur in the near
          term and that such changes could materially affect participants'
          account balances and the amounts reported in the statement of net
          assets available for plan benefits.

3.     INVESTMENTS:

       Investments at December 31, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>

                                                                         1996
                                                            --------------------------
                             INVESTMENTS                         COST      FAIR VALUE
          -----------------------------------------------   ------------  ------------
<S>                                                          <C>            <C>       
          Huntington Asset Allocation Fund--Balanced (a)     $  800,233     $1,017,179
          Huntington Asset Allocation Fund--Growth (a)          895,024      1,143,363
          Huntington Asset Allocation Fund--Income (a)          325,354        384,774
          Fidelity Growth Fund                                  148,483        161,090
          Dominion Homes, Inc. Stock Fund (a)                   758,994        681,752
          Huntington Monitor Money Market Fund                  160,400        160,400
          Huntington Monitor Treasury Money Market Fund           2,175          2,175
                                                             ----------     ----------

                                                             $3,090,663     $3,550,733
                                                             ==========     ==========

<CAPTION>

                                                                       1995
                                                            --------------------------
                             INVESTMENTS                         COST      FAIR VALUE
          -----------------------------------------------   ------------  ------------
<S>                                                          <C>            <C>       
          Huntington Asset Allocation Fund--Balanced (a)     $1,130,041     $1,340,544
          Huntington Asset Allocation Fund--Growth (a)          690,172        841,307
          Huntington Asset Allocation Fund--Income (a)          578,972        669,570
          Dominion Homes, Inc. Stock Fund (a)                   367,690        191,117
          Huntington Monitor Money Market Fund                  116,180        116,180
                                                             ----------     ----------

                                                             $2,883,055     $3,158,718
                                                             ==========     ==========
<FN>
          (a)  Investment represents 5% or more of net assets available for
               benefits at December 31, 1996 and 1995, respectively.
</TABLE>


                                      12
<PAGE>   13

BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

4.     PARTICIPANT-DIRECTED INVESTMENTS:

       In accordance with the salary reduction provisions of the Plan, each
       participant designates the percentage of Employer and participant
       contributions invested in the following funds:

               x   Balanced Fund
               x   Growth Fund
               x   Income Fund
               x   Dominion Homes, Inc. Stock Fund
               x   Fidelity Growth Fund
               x   Huntington Monitor Money Market Fund
               x   Huntington Monitor Treasury Money Market Fund

       As of January 1, 1997, three additional funds were available to
       participants: the Managers Special Equity Fund, the Vanguard Index 500
       Fund, and the T. Rowe Price International Fund. The Employer
       contributions receivable at December 31, 1996 and 1995 were allocated to
       the investment options based on contributions made during the first 
       quarter of 1997 and 1996.

                                                                              13
<PAGE>   14

BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

The allocation of net assets at December 31, 1996, and changes in net assets
since January 1, 1996, for each fund is as follows:

<TABLE>
<CAPTION>
                                                                                                        
                                                                                                   HUNTINGTON   
                                                                                                     MONITOR   
                                                                          DOMINION                  TREASURY     
                                                                         HOMES, INC.   FIDELITY      MONEY       
                                    BALANCED     GROWTH       INCOME       STOCK        GROWTH       MARKET       
                                     FUND         FUND         FUND         FUND         FUND         FUND        
                                  -----------  -----------  ----------- -----------  ----------- ------------ 

<S>                                <C>         <C>          <C>         <C>          <C>         <C>          
Net assets available for
      benefits, beginning 
      year of                     $1,570,933   $1,027,918   $  739,618  $  206,907   $    9,401  $    65,653  
                                  
Employer contributions                66,387      102,925       26,012      16,500       29,224               
Employee contributions               106,774      180,364       37,470      61,557       38,511          268  
Interest and dividend income                                                   270        8,459        8,060  
                                  
Net appreciation (deprecia-       
      tion) in the fair           
      value of investments           157,492      159,227       34,925      50,961       14,881                
Participant termination           
      benefits                      (565,016)    (284,424)     (65,485)    (53,695)      (1,159)     (23,375)  
Administrative expenses              (18,421)     (13,666)      (8,908)     (3,338)      (1,222)        (455)  
Transfers                           (229,911)      63,663     (348,586)    419,612       92,318        2,922  
                                   -----------  -----------  ----------- -----------  ----------- ------------ 
                                  
Change in net assets                (482,695)     208,089     (324,572)    491,867      181,012      (12,580)  
                                  -----------  -----------  ----------- -----------  ----------- ------------ 
                                  
      Net assets available        
          for benefits, end       
          of year                  $1,088,238  $1,236,007   $  415,046  $  698,774   $  190,413  $    53,073  
                                   =========== ===========  =========== ===========  =========== ============ 

<CAPTION>
                                  
                                   HUNTINGTON                             
                                    MONITOR                                  T. ROWE                               
                                     MONEY        MANAGERS    VANGUARD        PRICE                            
                                    MARKET        SPECIAL    INDEX 500    INTERNATIONAL         
                                     FUND       EQUITY FUND     FUND          FUND          TOTAL   
                                 ------------  ------------ -----------  ------------   ------------    
<S>                              <C>           <C>          <C>          <C>            <C>             
Net assets available for         
      benefits, beginning   
      year of                    $   108,873                                            $ 3,729,303     
                                                                                                        
Employer contributions                47,204   $     5,010  $    1,773   $       680        295,715     
Employee contributions                                                                      424,944     
Interest and dividend income             304                                                 17,093     
                                                                                                        
Net appreciation (deprecia-                                                                             
      tion) in the fair                                                                                 
      value of investments                                                                  417,486      
Participant termination                                                                                 
      benefits                                                                             (993,154)     
Administrative expenses                (601)                                                (46,611)     
Transfers                               (18)                                                            
                                 ------------  ------------ -----------  ------------   ------------    
                                                                                                        
Change in net assets                  46,889         5,010       1,773           680        115,473     
                                 ------------  ------------ -----------  ------------   ------------    
                                                                                                        
      Net assets available                                                                              
          for benefits, end                                                                             
          of year                $   155,762   $     5,010  $    1,773   $       680    $ 3,844,776     
                                 ============  ============ ===========  ============   ============    
</TABLE>

                                      14


<PAGE>   15


BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

       The allocation of net assets at December 31, 1995, and changes in net
assets since January 1, 1995, for each fund is as follows:

<TABLE>
<CAPTION>

                                                                                        HUNTINGTON   
                                                                    DOMINION             MONITOR    HUNTINGTON                    
                                                                      HOMES,             TREASURY     MONITOR                      
                                                                       INC.    FIDELITY    MONEY       MONEY                       
                               BALANCED       GROWTH      INCOME       STOCK   GROWTH     MARKET      MARKET                      
                                 FUND          FUND        FUND        FUND     FUND       FUND        FUND        TOTAL          
                             ------------ ------------ ----------- ---------- -------- -----------  ---------  -----------
<S>                           <C>          <C>          <C>         <C>        <C>      <C>          <C>        <C>       
Net assets available for
     benefits, beginning
     of year                  $ 1,296,338  $   760,184  $  674,058  $ 246,588                        $102,787   $3,079,955
Employer contributions             64,417       99,860      25,358     41,137  $ 9,401  $   65,653                 305,826
Employee contributions            169,672      215,699      62,732     54,891                                      502,994
Interest and dividend
     income                           180          137          70        415                           6,081        6,883
Net appreciation (deprecia-
     tion) in the fair
     value of investments         267,056      190,901     116,058    (95,474)                                     478,541
Participant termination
     benefits                    (226,373)    (221,188)   (131,621)   (23,869)                                    (603,051)
Administrative expenses           (17,862)     (10,563)     (9,122)    (3,844)                           (454)     (41,845)
Transfers                          17,505       (7,112)      2,085    (12,937)                            459
                             ------------ ------------ ----------- ---------- -------- -----------  ---------  -----------

Change in net assets              274,595      267,734      65,560    (39,681)   9,401      65,653      6,086      649,348
                             ------------ ------------ ----------- ---------- -------- -----------  ---------  -----------

     Net assets available
         for benefits,
         end of year          $ 1,570,933  $ 1,027,918  $  739,618  $ 206,907  $ 9,401  $   65,653   $108,873   $3,729,303
                             ============ ============ =========== ========== ======== ===========  =========  ===========
</TABLE>


5.     TAX STATUS:

       The Plan meets the requirements of Sections 401(a), 401(k) and 501(a) of
       the Internal Revenue Code, as amended by the Employee Retirement Income
       Security Act of 1974 (ERISA). The Plan qualifies as and has been granted
       favorable determination of tax-exempt status under Section 501(a).

       The Plan obtained its latest determination letter on May 6, 1996, in
       which the Internal Revenue Service stated 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.

6.     INVESTMENTS IN DOMINION HOMES, INC.:

       The Plan held, at fair value, $681,752 and $191,117 of Dominion Homes,
       Inc. common shares (Employer securities) at December 31, 1996 and 1995,
       respectively. The Plan purchased 115,572 and 18,000 shares of Dominion
       Homes, Inc. common shares at a cost of $514,728 and $72,915 in 1996 and
       1995, respectively. The Plan sold 12,276 and 8,903  Dominion Homes, Inc.
       common shares for $51,575 and $35,119 with realized losses of $25,150 and
       $18,740 in 1996 and 1995, respectively.

                                                                              15
<PAGE>   16

BORROR CORPORATION RETIREMENT PLAN AND TRUST

NOTES TO THE FINANCIAL STATEMENTS, CONTINUED

7.     RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500:

       The following is a reconciliation of net assets available for benefits
       per the financial statements to Form 5500:

<TABLE>
<CAPTION>

                                                            DECEMBER 31,
                                                   ----------------------------
                                                       1996             1995
                                                   -----------      -----------

<S>                                                 <C>              <C>       
       Net assets available for benefits per
             the financial statements               $3,844,776       $3,729,303
       Amounts allocated to withdrawing
             participants                              (31,857)         (68,120)
                                                   -----------      -----------

             Net assets available for benefits
                   per Form 5500                    $3,812,919       $3,661,183
                                                   ===========      ===========
</TABLE>


       The following is a reconciliation of benefits paid to participants per
       the financial statements to Form 5500:

<TABLE>
<CAPTION>

                                                               YEAR ENDED
                                                               DECEMBER 31, 
                                                                  1996
                                                                ---------
<S>                                                              <C>     
          Benefits paid to participants per the
                financial statements                             $993,154
          Add: Amounts allocated to withdrawing
                participants at December 31, 1996                  31,857
          Less: Amounts allocated to withdrawing
                participants at December 31, 1995                 (68,120)
                                                                ---------

                Benefits paid to participants per Form 5500      $956,891
                                                                =========
</TABLE>


       Amounts allocated to withdrawing participants are recorded on Form 5500
       for benefits claims that have been processed and approved for payment
       prior to year-end but not yet paid as of that date.

                                                                              16
<PAGE>   17


BORROR CORPORATION RETIREMENT PLAN AND TRUST

ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

as of December 31, 1996

<TABLE>
<CAPTION>

                                                                    CURRENT 
                             INVESTMENTS              COST           VALUE

<S>                                               <C>            <C>       
Huntington Asset Allocation Fund--Balanced          $800,233     $1,017,179
Huntington Asset Allocation Fund--Growth             895,024      1,143,363
Huntington Asset Allocation Fund--Income             325,354        384,774
Fidelity Growth Fund                                 148,483        161,090
Dominion Homes, Inc. Stock Fund                      758,994        681,752
Huntington Monitor Money Market Fund                 160,400        160,400
Huntington Monitor Treasury Money Market Fund          2,175          2,175
                                                  ----------     ----------

                                                  $3,090,663     $3,550,733
                                                  ==========     ==========
</TABLE>
                                                                              17


<PAGE>   18


BORROR CORPORATION RETIREMENT PLAN AND TRUST

ITEM 27d--SCHEDULE OF REPORTABLE TRANSACTIONS

for the year ended December 31, 1996

<TABLE>
<CAPTION>

                                                                           TOTAL           TOTAL         
                                                                           DOLLAR          DOLLAR          NET GAIN
                                               NUMBER OF     NUMBER OF    VALUE OF        VALUE OF        (LOSS) ON
       DESCRIPTION                             PURCHASES       SALES      PURCHASES        SALES            SALES

<S>                                            <C>           <C>           <C>             <C>             <C>
Huntington Asset Allocation Fund--Income          28             39        $ 64,001        $382,538        $ 279,182

Huntington Asset Allocation Fund--Growth          32             45         390,430         247,610           62,032

Huntington Asset Allocation Fund--Balanced        29             53         180,931         661,788          151,048

Dominion Homes, Inc. Stock Fund                   17             39         514,728          51,575          (25,150)

Fidelity Growth Fund                              37             15         178,515          32,307            2,275

Huntington Asset Allocation Fund--Income                          1                         212,000           39,626

Dominion Homes, Inc. Stock Fund                    1                        209,250

Dominion Homes, Inc. Stock Fund                    1                        218,250

</TABLE>

The single transactions within this schedule are also included as components 
of the series of transactions under the same description.
      
                                                                              18

<PAGE>   19
                               BORROR CORPORATION
                           RETIREMENT PLAN AND TRUST
                           ANNUAL REPORT ON FORM 11-K
                    FOR FISCAL YEAR ENDED DECEMBER 31, 1996

                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

EXHIBIT NO.                                 DESCRIPTION                                   PAGE NO.
- -----------                                 -----------                                   --------
<S>                      <C>
    1                    CONSENT OF INDEPENDENT ACCOUNTANTS                               PAGE 20
                                   

</TABLE>

                                                                         19

<PAGE>   1

                       CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the incorporation by reference in the Registration Statement of 
Dominion Homes, Inc. (formerly Borror Corporation) on Form S-8 (No. 33-76290) 
of our report dated June 6, 1997 on our audits of the statements of net assets 
available for benefits of Borror Corporation Retirement Plan and Trust as of 
December 31, 1996 and 1995 and the related statements of changes in net assets 
available for benefits for the years then ended which report is included in 
this Form 11-K.

                                             COOPERS & LYBRAND, L.L.P.


Columbus, Ohio
June 26, 1997


                                                                          20


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission