<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, 1998
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
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. 7166
DUBLIN, OHIO 43017-0766
Exhibit Index on Page 18
<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>
Audited Financial Statements:
- -----------------------------
Report of Independent Accountants Page 5
Statements of Net Assets Available for Benefits at Page 6
December 31, 1998 and December 31, 1997
Statements of Changes in Net Assets Available for Page 7
Benefits for the Years Ended December 31, 1998
and December 31, 1997
Notes to Financial Statements Page 8
Supplemental Schedules:
- -----------------------
Item 27a - Schedule of Assets Held for Investment Page 15
purposes as of December 31, 1998
Item 27d - Schedule of Reportable Transactions Page 16
for the Year Ended December 31, 1998
</TABLE>
Note: Supplement 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 18
</TABLE>
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 29, 1999 By: */s/ Terry E. George
------------------------
Terry E. George, Co-Trustee
3
<PAGE> 4
DOMINION HOMES, INC. RETIREMENT PLAN
AND TRUST
REPORT ON AUDITS OF
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997
4
<PAGE> 5
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Dominion Homes, Inc. Retirement Plan and Trust
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of Dominion Homes, Inc. Retirement Plan and Trust (the "Plan") at December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
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 of these statements in accordance with
generally accepted auditing standards which 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 of disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expresses
above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as 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. These supplemental
schedules are the responsibility of the Plan's management. 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.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
June 4, 1999
5
<PAGE> 6
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Assets:
Investments, at fair value:
Money market funds $ 199,403 $ 109,049
Common stock - Dominion Homes, Inc. 1,960,067 2,040,564
Common/collective trusts 3,789,127 3,150,985
Mutual funds 1,523,215 853,168
---------- ----------
7,471,812 6,153,766
Cash, bearing interest at money market rates 10,084 20,996
Employer contributions receivable 17,598 32,204
Employee contributions receivable -- 21,625
Receivable from custodian 21,379 --
Accrued interest and dividends receivable 39,816 465
---------- ----------
Total assets 7,560,689 6,229,056
---------- ----------
Liabilities:
Accrued expense 33,829 --
---------- ----------
Total liabilities 33,829 --
---------- ----------
Net assets available for benefits $7,526,860 $6,229,056
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE> 7
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Additions:
Employee contributions $ 767,060 $ 549,992
Employer contributions 438,940 371,986
Interest and dividend income 58,134 47,579
Net appreciation in the fair value of investments 443,018 1,906,138
Deductions:
Participant benefits (362,019) (446,797)
Administrative expenses (47,329) (44,618)
----------- -----------
Net additions 1,297,804 2,384,280
Net assets available for benefits, beginning of year 6,229,056 3,844,776
----------- -----------
Net assets available for benefits, end of year $ 7,526,860 $ 6,229,056
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE> 8
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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 designed 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.
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 Plan provides for
matching and
8
<PAGE> 9
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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.
Effective January 1, 1999, the Company engaged Key Bank Trust Company
of Ohio to be the Plan's trustee and investment advisor. As a result,
funds available to plan participants changed January 1, 1999.
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.
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.
Administrative expenses. Administrative expenses are paid by the
trustee from the net assets of the Plan. Approximately $47,000 and
$45,000 in administrative expenses were incurred for the years ended
December 31, 1998 and 1997, respectively.
9
<PAGE> 10
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
Use of estimates. The preparation of the Plan's financial statements in
conformity with generally accepted accounting principles requires the
plan administrator to make 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.
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.
3. INVESTMENTS
Investments at December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
1998
--------------------------
INVESTMENTS COST FAIR VALUE
---------------------------------------- ------------ -----------
<S> <C> <C>
Huntington Asset Allocation Fund--Balanced (a) $ 1,002,917 $ 1,462,724
Huntington Asset Allocation Fund--Growth (a) 1,148,055 1,695,428
Huntington Asset Allocation Fund--Income (a) 485,016 630,975
Fidelity Growth Fund (a) 695,319 847,781
Dominion Homes Stock Fund (a) 928,610 1,960,067
Huntington Monitor Money Market Fund 197,583 197,583
Huntington Monitor Treasury Market Fund 1,820 1,820
Managers Special Equity Fund 217,525 241,527
Vanguard Index 500 Fund 301,900 368,427
T. Rowe Price International Stock Fund 61,477 65,480
------------ -----------
$ 5,040,222 $ 7,471,812
============ ===========
</TABLE>
10
<PAGE> 11
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
<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>
(a) Investment represents 5% or more of net assets
available for benefits at December 31, 1998 and 1997,
respectively.
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
11
<PAGE> 12
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
The allocation of net assets at December 31, 1998, and changes in net assets
since January 1, 1998, for each fund is as follows:
<TABLE>
<CAPTION>
Dominion
Homes, Inc. Fidelity
Balanced Growth Income Stock Growth
Fund Fund Fund Fund Fund
----------- ------------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $ 1,190,779 $ 1,448,586 $ 511,620 $ 2,040,564 $ 487,785
Employer contributions 79,082 115,859 32,614 35,484 75,008
Employee contributions 112,908 194,049 50,482 104,066 140,052
Interest and dividend income - - - - 2,402
Net appreciation
(depreciation) in the fair
value of investments 149,750 207,712 52,258 (173,293) 119,507
Participant termination
benefits (34,715) (158,510) (10,422) (30,802) (40,297)
Administrative expenses (2,637) (3,059) (1,139) (3,537) (1,530)
Transfers (32,443) (109,209) (4,438) (12,415) 64,854
----------- ------------- ------------- ------------ -----------
Change in net assets 271,945 246,842 119,355 (80,497) 359,996
----------- ------------- ------------- ------------ -----------
Net assets available for
benefits, end of year $ 1,462,724 $ 1,695,428 $ 630,975 $ 1,960,067 $ 847,781
=========== ============= ============= ============ ==========
</TABLE>
<TABLE>
<CAPTION>
Huntington Huntington
Monitor Monitor Managers T. Rowe
Treasury Money Special Vanguard Price
Market Market Equity Index 500 International
Fund Fund Fund Fund Fund
----------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $ 9,006 $ 100,043 $ 168,953 $ 161,391 $ 35,039
Employer contributions 118 45,986 28,508 34,928 5,959
Employee contributions 535 41,916 60,938 73,816 9,923
Interest and dividend income 2,077 7,273 262 4,635 2,134
Net appreciation
(depreciation) in the fair
value of investments - - 11,866 68,341 6,494
Participant termination
benefits (2,435) (14,358) (25,765) (44,331) (384)
Administrative expenses (3) (375) (436) (666) (118)
Transfers (7,478) 17,098 (2,799) 70,313 6,433
----------- ------------- ------------ ------------ ------------
Change in net assets (7,186) 97,540 72,574 207,036 30,441
----------- ------------- ------------ ------------ ------------
Net assets available for
benefits, end of year $ 1,820 $ 197,583 $ 241,527 $ 368,427 $ 65,480
============ ============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
Other Total
---------- ------------
<S> <C> <C>
Net assets available for
benefits, beginning of year $ 75,290 $ 6,229,056
Employer contributions (14,606) 438,940
Employee contributions (21,625) 767,060
Interest and dividend income 39,351 58,134
Net appreciation
(depreciation) in the fair
value of investments 383 443,018
Participant termination
benefits - (362,019)
Administrative expenses (33,829) (47,329)
Transfers 10,084 -
---------- ------------
Change in net assets (20,242) 1,297,804
---------- ------------
Net assets available for
benefits, end of year $ 55,048 $ 7,526,860
========== ============
</TABLE>
12
<PAGE> 13
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
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>
Dominion
Homes, Inc. Fidelity
Balanced Growth Income Stock Growth
Fund Fund Fund Fund Fund
----------- ------------ ------------ ----------- ----------
<S> <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
Employer contributions 62,333 99,271 27,549 67,560 46,245
Employee contributions 111,285 184,649 41,390 47,609 75,759
Interest and dividend income - - - - 30,344
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)
Administrative expenses (9,807) (14,575) (9,837) (5,347) (2,066)
Transfers (167,607) (198,708) 13,747 (3,220) 99,071
----------- ------------ ------------ ----------- ----------
Change in net assets 102,541 212,579 96,574 1,341,790 297,372
----------- ------------ ------------ ----------- ----------
Net assets available for
benefits, end of year $ 1,190,779 $ 1,448,586 $ 511,620 $ 2,040,564 $ 487,785
=========== ============ ============ =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Huntington Huntington
Monitor Monitor Managers T. Rowe
Treasury Money Special Vanguard Price
Market Market Equity Index 500 International
Fund Fund Fund Fund Fund
------------- ----------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
Net assets available for
benefits, beginning of year $ 53,073 $ 155,762 $ 5,010 $ 1,773 $ 680
Employer contributions - 7,895 14,483 11,285 3,161
Employee contributions - 13,621 27,660 21,729 4,665
Interest and dividend income 6,316 325 5,597 2,749 1,783
Net appreciation
(depreciation) in the fair
value of investments - - 16,477 19,603 (2,065)
Participant termination
benefits - (128,724) (672) (489) -
Administrative expenses (862) - (974) (900) (250)
Transfers (49,521) 51,164 101,372 105,641 27,065
------------- ----------- ---------- --------- -----------
Change in net assets (44,067) (55,719) 163,943 159,618 34,359
------------- ----------- ---------- --------- -----------
Net assets available for
benefits, end of year $ 9,006 $ 100,043 $ 168,953 $ 161,391 $ 35,039
============= ========== ========= ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Other Total
-------- ------------
<S> <C> <C>
Net assets available for
benefits, beginning of year $ - $ 3,844,776
Employer contributions 32,204 371,986
Employee contributions 21,625 549,992
Interest and dividend income 465 47,579
Net appreciation
(depreciation) in the fair
value of investments - 1,906,138
Participant termination
benefits - (446,797)
Administrative expenses - (44,618)
Transfers 20,996 -
-------- ------------
Change in net assets 75,290 2,384,280
-------- ------------
Net assets available for
benefits, end of year $ 75,290 $ 6,229,056
======== ============
</TABLE>
13
<PAGE> 14
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- --------------------------------------------------------------------------------
AS OF DECEMBER 31, 1998
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, $1,960,067 and $2,040,564 of Dominion Homes,
Inc. common shares (Employer securities) at December 31, 1998 and 1997,
respectively. The Plan purchased 12,298 and 24,719 shares of Dominion
Homes, Inc. common shares at a cost of $148,189 and $142,897 in 1998 and
1997, respectively. The Plan sold 4,137 and 11,367 Dominion Homes, Inc.
common shares for $41,903 and $66,725 with a realized gain of $20,517 and
a realized loss of $8,618 in 1998 and 1997, 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 $28,328 and $26,360 for the plan years ended December
31, 1998 and 1997, respectively.
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,
-------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 7,526,360 $ 6,229,056
Receivables not included in the Form 5500 - (65,275)
-------------- --------------
Net assets available for benefits per the Form 5500 $ 7,526,360 $ 6,163,781
</TABLE>
14
<PAGE> 15
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
- --------------------------------------------------------------------------------
AS OF DECEMBER 31, 1998
<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 $ 197,583 $ 207,667
* Huntington Trust Company Monitor Treasury Market Fund 1,820 1,820
* Dominion Homes, Inc. 178,208 Common Shares 928,610 1,960,067
* Huntington Trust Company Asset Allocation Fund--Balance 1,002,917 1,462,724
* Huntington Trust Company Asset Allocation Fund--Growth 1,148,055 1,695,428
* Huntington Trust Company Asset Allocation Fund--Income 485,016 630,975
Fidelity Advisors Growth Opportunity Fund (Series II) 695,319 847,781
Managers Funds Special Equity Fund 217,525 241,527
Vanguard Vanguard Index Trust 500 Portfolio 301,900 368,427
T. Rowe Price International Stock Funds 61,477 65,480
</TABLE>
* Indicates transaction is with a party-in-interest.
15
<PAGE> 16
DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
<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> <C>
Dominion Homes, Inc. Common Shares
9 separate transactions $ 5,156 $ - $ 5,156 $ 5,156 $ -
Dominion Homes, Inc. Common Shares
5 separate transactions - 41,903 21,386 41,903 20,517
Huntington Trust Company Asset Allocation Fund - Growth
27 separate transactions 307,682 - 307,682 307,682 -
Huntington Trust Company Asset Allocation Fund - Growth
16 separate transactions - 323,166 227,511 323,166 95,655
Fidelity Advisors Growth Opportunity Fund (Series II)
33 separate transactions 308,762 - 308,762 308,762 -
Fidelity Advisors Growth Opportunity Fund (Series II) - 95,478 79,727 95,478 15,751
19 separate transactions
</TABLE>
16
<PAGE> 17
DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1998
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
- ----------- ----------- --------
1 Consent of Independent Public Accountants Page 18
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<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 33- 76288, 333-26817, 333-40051) of Dominion Homes,
Inc. of our report dated June 4, 1999 relating to the financial statements and
schedules of Dominion Homes, Inc. Retirement Plan and Trust, which appear in
this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Columbus, Ohio
June 29, 1999
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