<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, 1999
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:
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 15
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REQUIRED INFORMATION
The following financial statements and schedules for Dominion Homes,
Inc. Retirement Plan and Trust, which are prepared in accordance with Employee
Retirement Income Security Act of 1974 are being filed herewith:
Description Page No.
----------- --------
Audited Financial Statements:
-----------------------------
Report of Independent Accountants 5
Statements of Net Assets Available for Benefits at December 31,
1999 and December 31, 1998 6
Statements of Changes in Net Assets Available for Benefits for the
Years Ended December 31, 1999 and December 31, 1998 7
Notes to Financial Statements 8
Supplemental Schedules:
-----------------------
Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1999 13
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:
Exhibit No. Description Page No.
----------- ----------- --------
1 Consent of Independent Public Accountants Page 15
2
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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 28, 2000 By: */s/ Terry E. George
--------------------
Terry E. George, Co-Trustee
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
4
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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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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 and 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 expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
COLUMBUS, OHIO
June 23, 2000
5
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS
Investments, at fair value $8,055,528 $7,471,812
Cash -- 10,084
Employer contributions receivable 56,493 17,598
Employee contributions receivable 32,787 --
Receivable from custodian 44,364 21,379
Accrued interest and dividends receivable 395 39,816
---------- ----------
Total assets 8,189,567 7,560,689
---------- ----------
LIABILITIES
Accrued expenses 55,064 33,829
---------- ----------
Total liabilities 55,064 33,829
---------- ----------
Net assets available for benefits $8,134,503 $7,526,860
---------- ----------
</TABLE>
6
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS
Employee contributions $ 775,251 $ 767,060
Employer contributions 485,080 438,940
Interest and dividend income 409,476 58,134
Net (depreciation) appreciation in the fair value
of investments (365,973) 443,018
DEDUCTIONS
Participant benefits (653,015) (362,019)
Administrative expenses (43,176) (47,329)
---------- ----------
Net additions 607,643 1,297,804
Net assets available for benefits, beginning of year 7,526,860 6,229,056
---------- ----------
Net assets available for benefits, end of year $8,134,503 $7,526,860
---------- ----------
</TABLE>
7
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 designate the percentage of employer and participant
contributions invested in the fourteen investment fund options. These
options include:
o Dominion Homes Stock
o EB Money Market Fund
o EB MaGIC Fund
o Victory LifeChoice Conservative Investor Fund
o Victory LifeChoice Moderate Investor Fund
o Victory LifeChoice Growth Investor Fund
o Victory Growth Fund
o Victory Stock Index Fund
o Fidelity Advisors Growth Opportunities Fund (Class T)
o Janus Twenty Fund
o Janus Worldwide Fund
o INVESCO Dynamics Fund
o PIMCO Total Return Fund
o Baron Asset Fund
The EB Money Market Fund and the EB MaGIC Fund are KeyBank Common Trust
Funds with investments in fixed income securities and guaranteed
investment contracts. The Victory Funds described above are Key Bank
managed mutual funds. Participants may change their investment options
on a daily basis.
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
8
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 $10,000. 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 100% of the
first 3% of salary reduction contributions made by participants and 50%
of the next 2% of salary reduction contributions, provided that the
participant is employed on the last day of 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 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.
A participant's interest in their Salary Reduction Account, Rollover
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 Trust Company of
Ohio to be the Plan's trustee and investment advisor. For the year
ended December 31, 1998, Huntington Trust Company acted as the Plan
trustee. As a result, funds available for investment by plan
participants changed January 1, 1999.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 $43,000 and $47,000 in administrative expenses
were incurred for the years ended December 31, 1999 and 1998,
respectively.
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.
10
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
3. INVESTMENTS
The following are investments that represent 5 percent or more of the
Plan's net assets available for benefits as of December 31, 1999 and
December 31, 1998:
<TABLE>
<CAPTION>
1999
INVESTMENTS FAIR VALUE
<S> <C>
Dominion Homes Stock Fund $1,085,681
Victory LifeChoice Moderate Investor Fund 1,152,671
Victory LifeChoice Growth Investor Fund 1,438,963
Victory Stock Index Fund 793,821
Fidelity Advisor Growth Opportunities Fund 978,466
Janus Twenty Fund 720,698
Janus Worldwide Fund 515,264
</TABLE>
<TABLE>
<CAPTION>
1998
INVESTMENTS FAIR VALUE
<S> <C>
Huntington Asset Allocation Fund--Balanced $1,462,724
Huntington Asset Allocation Fund--Growth 1,695,428
Huntington Asset Allocation Fund--Income 630,975
Fidelity Growth Fund 847,781
Dominion Homes Stock Fund 1,960,067
</TABLE>
4. 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.
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
5. TRANSACTIONS WITH PARTIES-IN-INTEREST
The Plan held, at fair value, $1,085,681 and $1,960,067 of Dominion
Homes, Inc. common shares (Employer securities) at December 31, 1999
and 1998, respectively. The Plan purchased 10,192 and 12,298 shares of
Dominion Homes, Inc. common shares at a cost of $88,974 and $148,189 in
1999 and 1998, respectively. The Plan sold 11,299 and 4,137 Dominion
Homes, Inc. common shares for $71,720 and $41,903 with a realized gain
of $10,276 and $20,517 in 1999 and 1998, respectively.
Certain Plan investments are units of common/collective trusts, money
market funds and mutual funds managed by Key Bank, an affiliate of Key
Trust Company, in 1999 and The Huntington National Bank, an affiliate
of The Huntington Trust Company, in 1998. The Key Trust Company is the
trustee as defined by the Plan for 1999, and Huntington Trust Company
was the trustee as defined by the plan for 1998 and, therefore, these
transactions qualify as party-in-interest transactions. Fees paid by
the Plan for the investment management services amounted to $29,026 and
$28,328 for the plan years ended December 31, 1999 and 1998,
respectively.
6. RECONCILIATION OF THE FINANCIAL STATEMENTS TO FORM 5500
Net assets available for benefits and benefits paid to participants per
the financial statements differ from the Form 5500 due to amounts
allocated to withdrawing participants. Amounts allocated to withdrawing
participants are recorded as liabilities on the Form 5500 for benefit
claims that have been processed and approved for payment prior to
December 31 but not paid as of that date. Such amounts are not
liabilities for financial reporting purposes.
12
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DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT SHARES VALUE
<S> <C> <C>
* Key Trust Company EB Money Market Fund 56,020 $ 56,020
* Key Trust Company EB MaGIC Fund 21,321 290,001
* Dominion Homes, Inc. Common Shares 173,709 1,085,681
* Victory Funds LifeChoice Conservative Investor Fund 33,971 370,966
* Victory Funds LifeChoice Moderate Investor Fund 97,354 1,152,671
* Victory Funds LifeChoice Growth Investor Fund 114,294 1,438,963
* Victory Funds Growth Fund 5,686 144,602
* Victory Funds Stock Index Fund 32,494 793,821
Fidelity Advisors Growth Opportunities Fund (Class T) 20,970 978,466
Janus Janus Twenty Fund 8,638 720,698
Janus Janus Worldwide Fund 6,742 515,264
INVESCO Funds Dynamics Fund 10,039 259,620
PIMCO Funds Total Return Fund 2,165 21,434
Baron Capital Baron Asset Fund 3,868 227,321
</TABLE>
* Indicates transaction is with a party-in-interest.
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DOMINION HOMES, INC.
RETIREMENT PLAN AND TRUST
ANNUAL REPORT ON FORM 11-K
FOR FISCAL YEAR ENDED DECEMBER 31, 1999
INDEX TO EXHIBITS
-----------------
Exhibit No. Description Page No.
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1 Consent of Independent Public Accountants Page 15
14
