<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 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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:
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
(FORMERLY 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.
5501 FRANTZ ROAD
P.O. BOX 7166
DUBLIN, OHIO 43017-0766
Exhibit Index on Page 21
Page 1 of 22
<PAGE> 2
REQUIRED INFORMATION
The following financial statements and schedules for Dominion Homes,
Inc. Retirement Plan and Trust, which are prepared in accordance with the
Employee Retirement Income Security Act of 1974 are being filed herewith:
<TABLE>
<CAPTION>
Description Page No.
- ----------- --------
<S> <C>
Index to Financial Statements Page 5
Audited Financial Statements:
Report of Independent Accountants Page 6
Statements of Net Assets Available for Benefits at
December 31, 1997 and December 31, 1996 Page 7
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1997
and December 31, 1996 Page 8
Notes to Financial Statements Page 9
Supplemental Schedules:
- -----------------------
Item 27a - Schedule of Assets Held for Investment
purposes as of December 31, 1997 Page 18
Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997 Page 19
Item 27e - Schedule of Non-Exempt Transactions
for the Year Ended December 31, 1997 Page 20
</TABLE>
Note: Supplemental schedules required by the Employee Retirement Income Security
Act of 1974 that have not been included herein are not applicable to
Dominion Homes, Inc. Retirement Plan and Trust.
The following exhibit is being filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
1 Consent of Independent Public Accountants Page 22
</TABLE>
Page 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.
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
Date: June 26, 1998 By: */s/ Terry E. George
-------------------------
Terry E. George, Co-Trustee
Page 3
<PAGE> 4
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
REPORT ON AUDITS OF FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
<PAGE> 5
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
INDEX
<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
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 9-17
Supplemental Schedules:
Item 27a--Schedule of Assets Held for Investment Purposes 18
Item 27d--Schedule of Reportable Transactions 19
Item 27e--Schedule of Non-Exempt Transactions 20
</TABLE>
5
<PAGE> 6
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trustees of
Dominion Homes, Inc. Retirement Plan and Trust
We have audited the accompanying statements of net assets available for benefits
of Dominion Homes, Inc. Retirement Plan and Trust as of December 31, 1997 and
1996 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, 1997 and 1996, 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, reportable transactions, and non-exempt 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 19, 1998
6
<PAGE> 7
<TABLE>
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
as of December 31, 1997 and 1996
<CAPTION>
1997 1996
<S> <C> <C>
Assets:
Investments, at fair value:
Money market funds $ 109,049 $ 162,575
Common stocks 2,040,564 681,752
Common/collective trusts 3,150,985 2,545,316
Mutual funds 853,168 161,090
---------- ----------
6,153,766 3,550,733
Cash, bearing interest at money market rates 20,996 32,426
Employer contributions receivable 32,204 279,215
Employee contributions receivable 21,625 16,258
Accrued interest receivable 465 818
---------- ----------
Total assets 6,229,056 3,879,450
---------- ----------
Liabilities:
Participant refunds payable 34,674
---------- ----------
Total liabilities 34,674
---------- ----------
Net assets available for benefits $6,229,056 $3,844,776
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
7
<PAGE> 8
<TABLE>
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
for the years ended December 31, 1997 and 1996
<CAPTION>
1997 1996
<S> <C> <C>
Additions:
Employee contributions $ 549,992 $ 424,944
Employer contributions 371,986 295,715
Interest and dividend income 47,579 17,093
Net appreciation in the fair value of investments 1,906,138 417,486
Deductions:
Participant benefits (446,797) (993,154)
Administrative expenses (44,618) (46,611)
----------- -----------
Net additions 2,384,280 115,473
Net assets available for benefits, beginning of year 3,844,776 3,729,303
----------- -----------
Net assets available for benefits, end of year $ 6,229,056 $ 3,844,776
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
8
<PAGE> 9
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
Dominion Homes, Inc. (the Employer) established Dominion Homes, Inc.
Retirement Plan and Trust (formerly 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.
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.
Participants may invest in ten investment fund options. These options
include the Dominion Homes Stock Fund, the Balanced Fund, the Growth Fund,
the Income Fund, the Fidelity Growth Fund, the Huntington Monitor Money
Market Fund, the Huntington Monitor Treasury Market Fund, the Managers
Special Equity Fund, the Vanguard Index 500 Fund and the T. Rowe Price
International Stock Fund. The Balanced Fund, Growth Fund and Income Fund
are Huntington Asset Allocation Funds with investments in equity and fixed
income investments.
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.
9
<PAGE> 10
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN (CONT.):
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
provides 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.
Each participant's account is credited with the participant's
contribution, the Employer's matching and retirement contributions, and
the participant's share of Plan earnings, and charged with an allocation
of administrative expenses. The allocation of contributions to one or
more of the investment funds is designated by each participant.
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.
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.
10
<PAGE> 11
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
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: The Plan's investments
are stated at fair value that is measured from quoted market prices as
of 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. Dividends are
recorded on the ex-dividend date. Interest is recorded on the 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. ADMINISTRATIVE EXPENSES: Administrative expenses are paid by the
trustee from the net assets of the Plan. Approximately $45,000 and
$47,000 in administrative expenses were incurred for the years ended
December 31, 1997 and 1996, respectively.
C. 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.
D. 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 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.
11
<PAGE> 12
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
3. INVESTMENTS:
Investments at December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
1997
-------------------------------
INVESTMENTS COST FAIR VALUE
----------------------------------------------------------------- ------------ --------------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced (a) $ 858,755 $1,190,779
Huntington Asset Allocation Fund--Growth (a) 1,032,335 1,448,586
Huntington Asset Allocation Fund--Income (a) 417,003 511,620
Fidelity Growth Fund (a) 439,594 487,785
Dominion Homes Stock Fund (a) 821,518 2,040,564
Huntington Monitor Money Market Fund 100,043 100,043
Huntington Monitor Treasury Market Fund 9,006 9,006
Managers Special Equity Fund 153,204 168,953
Vanguard Index 500 Fund 148,532 161,391
T. Rowe Price International Stock Fund 37,120 35,039
---------- ----------
$4,017,110 $6,153,766
========== ==========
</TABLE>
<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 Stock Fund (a) 758,994 681,752
Huntington Monitor Money Market Fund 160,400 160,400
Huntington Monitor Treasury Market Fund 2,175 2,175
---------- ----------
$3,090,663 $3,550,733
========== ==========
</TABLE>
(a) Investment represents 5% or more of net assets available for benefits at
December 31, 1997 and 1996, respectively.
12
<PAGE> 13
DOMINION HOMES, INC. 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:
* Balanced Fund
* Growth Fund
* Income Fund
* Dominion Homes Stock Fund
* Fidelity Growth Fund
* Huntington Monitor Money Market Fund
* Huntington Monitor Treasury Market Fund
* Managers Special Equity Fund
* Vanguard Index 500 Fund
* T. Rowe Price International 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 Stock Fund. The employer
contributions receivable at December 31, 1996 was allocated to the
investment options based on contributions made during the first quarter
of 1996.
13
<PAGE> 14
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
The allocation of net assets at December 31, 1997, and changes in net
assets since January 1, 1997, for each fund is as follows:
<TABLE>
<CAPTION>
HUNTINGTON HUNTINGTON
DOMINION MONITOR MONITOR
HOMES, INC. FIDELITY TREASURY MONEY
BALANCED GROWTH INCOME STOCK GROWTH MARKET MARKET
FUND FUND FUND FUND FUND FUND FUND
---------- ---------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning
of year $1,088,238 $ 1,236,007 $415,046 $ 698,774 $190,413 $ 53,073 $ 155,762
Employer contributions 62,333 99,271 27,549 67,560 46,245 7,895
Employee contributions 111,285 184,649 41,390 47,609 75,759 13,621
Interest and dividend
income 30,344 6,316 325
Net appreciation
(depreciation)
in the fair value
of investments 188,069 309,864 46,082 1,278,045 50,063
Participant termination
benefits (81,732) (167,922) (22,357) (42,857) (2,044) (128,724)
Administrative expenses (9,807) (14,575) (9,837) (5,347) (2,066) (862)
Transfers (167,607) (198,708) 13,747 (3,220) 99,071 (49,521) 51,164
---------- ---------- -------- ---------- -------- -------- ---------
Change in net assets 102,541 212,579 96,574 1,341,790 297,372 (44,067) (55,719)
---------- ---------- -------- ---------- -------- -------- ---------
Net assets available
for benefits, end
of year $1,190,779 $1,448,586 $511,620 $2,040,564 $487,785 $ 9,006 $ 100,043
========== ========== ======== ========== ======== ======== =========
</TABLE>
<TABLE>
<CAPTION>
MANAGERS T. ROWE
SPECIAL VANGUARD PRICE
EQUITY INDEX 500 INTERNATIONAL
FUND FUND FUND OTHER TOTAL
--------- --------- ------------- ---------- -----------
<S> <C> <C> <C> <C>
Net assets available for
benefits, beginning
of year $ 5,010 $ 1,773 $ 680 $ 3,844,776
Employer contributions 14,483 11,285 3,161 $ 32,204 371,986
Employee contributions 27,660 21,729 4,665 21,625 549,992
Interest and dividend
income 5,597 2,749 1,783 465 47,579
Net appreciation
(depreciation)
in the fair value
of investments 16,477 19,603 (2,065) 1,906,138
Participant termination
benefits (672) (489) (446,797)
Administrative expenses (974) (900) (250) (44,618)
Transfers 101,372 105,641 27,065 20,996
--------- --------- --------- ----------- ----------
Change in net assets 163,943 159,618 34,359 75,290 2,384,280
--------- --------- --------- ----------- ----------
Net assets available
for benefits, end
of year $ 168,953 $ 161,391 $ 35,039 $ 75,290 $6,229,056
========= ========= ========= =========== ==========
</TABLE>
14
<PAGE> 15
DOMINION HOMES, INC. 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 HUNTINGTON
DOMINION MONITOR MONITOR
HOMES, INC. FIDELITY TREASURY MONEY
BALANCED GROWTH INCOME STOCK GROWTH MARKET MARKET
FUND FUND FUND FUND FUND FUND FUND
---------- ---------- ------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning
of year $ 1,570,933 $ 1,027,918 $ 739,618 $ 206,907 $ 9,401 $ 65,653 $ 108,873
Employer contributions 66,387 102,925 26,012 16,500 29,224 47,204
Employee contributions 106,774 180,364 37,470 61,557 38,511 268
Interest and dividend
income 270 8,459 8,060 304
Net appreciation
(depreciation)
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) (601)
Transfers (229,911) 63,663 (348,586) 419,612 92,318 2,922 (18)
----------- ----------- --------- --------- --------- ---------- ---------
Change in net assets (482,695) 208,089 (324,572) 491,867 181,012 (12,580) 46,889
----------- ----------- --------- --------- --------- ---------- ---------
Net assets
available for
benefits, end
of year $ 1,088,238 $ 1,236,007 $ 415,046 $ 698,774 $ 190,413 $ 53,073 $ 155,762
=========== =========== ========= ========= ========= ========== =========
</TABLE>
<TABLE>
<CAPTION>
Managers T. Rowe
Special Vanguard Price
Equity Index 500 International
Fund Fund Fund Total
----------- --------- ------------- ---------
<S> <C> <C> <C> <C>
Net assets available for
benefits, beginning
of year $3,729,303
Employer contributions $ 5,010 $1,773 $680 295,715
Employee contributions 424,944
Interest and dividend
income 17,093
Net appreciation
(depreciation)
in the fair value
of investments 417,486
Participant termination
benefits (993,154)
Administrative expenses (46,611)
Transfers
----------- ------ ---- ----------
Change in net assets 5,010 1,773 680 115,473
----------- ------ ---- ----------
Net assets
available for
benefits, end
of year $ 5,010 $1,773 $680 $3,844,776
=========== ====== ==== ==========
</TABLE>
15
<PAGE> 16
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO THE FINANCIAL STATEMENTS, CONTINUED
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 (IRS) 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. TRANSACTIONS WITH PARTIES-IN-INTEREST:
The Plan held, at fair value, $2,040,564 and $681,752 of Dominion Homes,
Inc. common shares (Employer securities) at December 31, 1997 and 1996,
respectively. The Plan purchased 24,719 and 115,572 shares of Dominion
Homes, Inc. common shares at a cost of $142,897 and $514,728 in 1997 and
1996, respectively. The Plan sold 11,367 and 12,276 Dominion Homes, Inc.
common shares for $66,725 and $51,575 with realized losses of $8,618 and
$25,150 in 1997 and 1996, respectively.
Certain Plan investments are units of common/collective trusts and money
market funds managed by The Huntington National Bank, an affiliate of The
Huntington Trust Company. The Huntington Trust Company is the trustee as
defined by the Plan and, therefore, these transactions qualify as
party-in-interest. Fees paid by the Plan for the investment management
services amounted to $40,091 and $42,051 for the plan years ended
December 31, 1997 and 1996, respectively.
16
<PAGE> 17
DOMINION HOMES, INC. 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,
---------------------------
1997 1996
---------- ----------
<S> <C> <C>
Net assets available for benefits per
the financial statements $6,229,056 $3,844,776
Receivables not included in
the Form 5500 (65,275)
Amounts allocated to withdrawing
participants (31,857)
---------- ----------
Net assets available for benefits
per Form 5500 $6,163,781 $3,812,919
========== ==========
</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-------------------
<S> <C>
Benefits paid to participants per the
financial statements $ 446,797
Add: Amounts allocated to withdrawing
participants at December 31, 1996 31,857
----------
Benefits paid to participants per Form 5500 $ 478,654
==========
</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.
17
<PAGE> 18
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27A--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
for the year ended December 31, 1997
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE
<S> <C> <C> <C>
* Huntington Trust Company Monitor Money Market Fund $ 100,043 $ 100,043
* Huntington Trust Company Monitor Treasury Market Fund 9,006 9,006
* Dominion Homes, Inc. 170,047 Common Shares 821,518 2,040,564
* Huntington Trust Company Asset Allocation Fund - Balance 858,755 1,190,779
* Huntington Trust Company Asset Allocation Fund - Growth 1,032,335 1,448,586
* Huntington Trust Company Asset Allocation Fund - Income 417,003 511,620
Fidelity Advisors Growth Opportunity Fund (Series II) 439,594 487,785
Managers Funds Special Equity Fund 153,204 168,953
Vanguard Vanguard Index Trust 500 Portfolio 148,532 161,391
T. Rowe Price International Stock Funds 37,120 35,039
</TABLE>
* Indicates transaction is with a party-in-interest.
18
<PAGE> 19
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
CURRENT
PURCHASE SELLING COST OF VALUE OF NET GAIN
IDENTITY OF PARTY INVOLVED DESCRIPTION OF ASSET PRICE PRICE ASSET ASSET OR (LOSS)
<S> <C> <C> <C> <C>
Dominion Homes, Inc. Common Shares $ 142,897 $ 142,897 $ 142,897
31 separate transactions
Dominion Homes, Inc. Common Shares $ 66,725 75,343 66,725 $ (8,618)
22 separate transactions
Huntington Trust Company Asset Allocation Fund - Balance 247,863 247,863 247,863
32 separate transactions
Huntington Trust Company Asset Allocation Fund - Balance 262,333 189,341 262,333 72,992
46 separate transactions
Huntington Trust Company Asset Allocation Fund - Growth 409,767 409,767 409,767
31 separate transactions
Huntington Trust Company Asset Allocation Fund - Growth 414,408 272,457 414,408 141,951
46 separate transactions
Fidelity Advisors Growth Opportunity Fund (Series II) 340,479 340,479 340,479
50 separate transactions
Fidelity Advisors Growth Opportunity Fund (Series II) 63,847 49,368 63,847 14,479
24 separate transactions
Managers Funds Special Equity Fund 179,788 179,788 179,788
46 separate transactions
Managers Funds Special Equity Fund 27,311 26,584 27,311 727
14 separate transactions
Vanguard Vanguard Index Trust 500 Portfolio 180,013 180,013 180,013
60 separate transactions
Vanguard Vanguard Index Trust 500 Portfolio 38,225 31,481 38,225 6,744
11 separate transactions
</TABLE>
19
<PAGE> 20
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27E--SCHEDULE OF NON-EXEMPT TRANSACTIONS
for the year ended December 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF
RELATIONSHIP TRANSACTIONS INCLUDING NET GAIN
IDENTITY TO PLAN, EMPLOYER MATURITY DATE, RATE OF CURRENT OR (LOSS)
OF PARTY OR OTHER PARTY-IN- INTEREST, COLLATERAL, PAR PURCHASE SELLING COST OF VALUE OF ON EACH
INVOLVED INTEREST OR MATURITY VALUE PRICE PRICE ASSET ASSET TRANSACTION
-------- ------------------ ------------------------- --------- ------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Dominion Homes, Inc. Employer Common shares $142,897 $142,897 $142,897
Dominion Homes, Inc. Employer Common shares $ 66,725 75,343 66,725 $ (8,618)
Huntington Trust Company Trustee Asset Allocation Fund - Balance 247,863 247,863 247,863
Huntington Trust Company Trustee Asset Allocation Fund - Balance 262,333 189,341 262,333 72,992
Huntington Trust Company Trustee Asset Allocation Fund - Growth 409,767 409,767 409,767
Huntington Trust Company Trustee Asset Allocation Fund - Growth 414,408 272,457 414,408 141,951
</TABLE>
20
<PAGE> 21
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1997
INDEX TO EXHIBITS
<TABLE>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
1 Consent of Independent Public Accountants Page 22
</TABLE>
21
<PAGE> 1
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Registration Statements of
Dominion Homes, Inc. on Form S-8 (Nos. 33-76288, 333-26817, 333-40051) of our
report dated June 19, 1998 on our audits of the statements of the net assets
available for benefits of Dominion Homes, Inc. Retirement Plan and Trust as of
December 31, 1997 and 1996 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, 1998
22
