-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KzaHtvcj84xnjlF/9JcHEG3u2AXN4pYAxiQMee5GDXeyJ53Z6OPK+/LjL2KmHacQ u/LmV6NEl2ZiNGSl03ecnQ== 0000950152-01-502865.txt : 20010628 0000950152-01-502865.hdr.sgml : 20010628 ACCESSION NUMBER: 0000950152-01-502865 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOMINION HOMES INC CENTRAL INDEX KEY: 0000917857 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 311393233 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-23270 FILM NUMBER: 1668495 BUSINESS ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017-0766 BUSINESS PHONE: 6147616000 MAIL ADDRESS: STREET 1: 5501 FRANTZ RD CITY: DUBLIN STATE: OH ZIP: 43017 FORMER COMPANY: FORMER CONFORMED NAME: BORROR CORP DATE OF NAME CHANGE: 19940124 11-K 1 l89133ae11-k.txt DOMINION HOMES, INC. 11-K 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, 2000 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 14 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: Description Page No. - ----------- -------- AUDITED FINANCIAL STATEMENTS: Report of Independent Accountants Page 5 Statements of Net Assets Available for Benefits at Page 6 December 31, 2000 and December 31, 1999 Statements of Changes in Net Assets Available for Page 7 Benefits for the Years Ended December 31, 2000 and December 31, 1999 Notes to Financial Statements Page 8 SUPPLEMENTAL SCHEDULES: Line 4i - Schedule of Assets (Held at Year End) Page 13 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: Exhibit No. Description Page No. - ----------- ----------- -------- 1 Consent of Independent Public Accountants Page 15 -2- 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 27, 2001 By: /s/ Terry E. George ---------------------- Terry E. George, Co-Trustee -3- 4 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 -4- 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, 2000 and 1999, 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 of America. 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 of America, 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 our opinion. 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 1, 2001 -5- 6 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------
2000 1999 ASSETS Investments, at fair value $8,030,413 $8,055,528 Outstanding participants' loans 150,422 -- Employer contributions receivable 41,077 56,493 Employee contributions receivable 29,424 32,787 Receivable from custodian -- 44,364 Accrued interest and dividends receivable 615 395 ---------- ---------- Total assets 8,251,951 8,189,567 ---------- ---------- LIABILITIES Accrued expenses 12,375 55,064 ---------- ---------- Total liabilities 12,375 55,064 ---------- ---------- Net assets available for benefits $8,239,576 $8,134,503 ---------- ----------
The accompanying notes are an integral part of these financial statements. - 6 - 7 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------
2000 1999 ADDITIONS Employee contributions $ 980,444 $ 775,251 Employer contributions 554,386 485,080 Interest and dividend income 510,531 409,476 ----------- ----------- Total additions 2,045,361 1,669,807 DEDUCTIONS Participant benefits (1,071,860) (653,015) Net depreciation in the fair value of investments (823,487) (365,973) Administrative expenses (44,941) (43,176) ----------- ----------- Net additions 105,073 607,643 Net assets available for benefits, beginning of year 8,134,503 7,526,860 ----------- ----------- Net assets available for benefits, end of year $ 8,239,576 $ 8,134,503 =========== ===========
The accompanying notes are an integral part of these financial statements. - 7 - 8 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN Dominion Homes, Inc. (the Employer) established Dominion Homes, Inc. 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. The following is a brief description of the Plan. Participants should refer to the plan document for a complete explanation of the Plan's provisions. 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: - Dominion Homes Stock - EB Money Market Fund - Prism MaGIC Fund - Victory LifeChoice Conservative Investor Fund - Victory LifeChoice Moderate Investor Fund - Victory LifeChoice Growth Investor Fund - Victory Diversified Stock Fund - Victory Stock Index Fund - Fidelity Advisors Growth Opportunities Fund (Class T) - Janus Twenty Fund - Janus Worldwide Fund - INVESCO Dynamics Fund - PIMCO Total Return Fund - Franklin Small Cap Growth Fund The EB Money Market Fund and the Prism MaGIC Fund are KeyBank Common Trust Funds with investments in fixed income securities and guaranteed investment contracts. Participants may change their investment options on a daily basis. -8- 9 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 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 $10,500. 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 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. Participants may borrow from their participant accounts a minimum of $1,000 up to a maximum amount equal to the lesser of 50% of their vested account balance or $50,000. Loan terms are not to exceed 5 years with the interest rate based on the rates available for similar loans from commercial lending institutions. The loans are collateralized by an assignment, pledge, or other security interest in the participant's vested account balance. Repayment of a loan is required to be made through payroll deductions on an after-tax basis in level payments of principal and interest. 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 - 9 - 10 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 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. 2. ACCOUNTING POLICIES The following is a summary of significant accounting policies followed in the preparation of the financial statements. The policies conform to accounting principles generally accepted in the United States of America. 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 depreciation in the fair value of its investments, which consists of the net realized gains or losses and the net unrealized appreciation or depreciation on those investments. ADMINISTRATIVE EXPENSES Administrative expenses are paid by the trustee from the net assets of the Plan. Approximately $45,000 and $43,000 in administrative expenses were incurred for the years ended December 31, 2000 and 1999, respectively. USE OF ESTIMATES The preparation of the Plan's financial statements in conformity with accounting principles generally accepted in the United States of America 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. -10- 11 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 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 The following are investments that represent 5 percent or more of the Plan's net assets available for benefits as of December 31, 2000 and December 31, 1999:
2000 INVESTMENTS FAIR VALUE Dominion Homes Stock Fund $ 1,299,393 Victory LifeChoice Moderate Investor Fund 1,255,372 Victory LifeChoice Growth Investor Fund 1,224,246 Janus Twenty Fund 821,809 Victory Stock Index Fund 742,829 Victory Diversified Stock Fund 633,377 INVESCO Dynamics Fund 576,621 Janus Worldwide Fund 522,751
1999 INVESTMENTS FAIR VALUE 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
-11- 12 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000 AND 1999 - ------------------------------------------------------------------------------- 4. TAX STATUS The Plan has been designed to meet 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 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. 5. TRANSACTIONS WITH PARTIES-IN-INTEREST The Plan held, at fair value, $1,299,393 and $1,085,681 of Dominion Homes, Inc. common shares (Employer securities) at December 31, 2000 and 1999, respectively. The Plan purchased 16,169 and 10,192 shares of Dominion Homes, Inc. common shares at a cost of $100,535 and $88,974 in 2000 and 1999, respectively. The Plan sold 21,484 and 11,299 Dominion Homes, Inc. common shares for $150,977 and $71,720 with a realized gain of $33,940 and $10,276 in 2000 and 1999, respectively. Certain Plan investments are units of common/collective trusts and money market funds managed by Key Bank, an affiliate of Key Trust Company in 2000 and 1999. The Key Trust Company is the trustee as defined by the Plan for 2000 and 1999 and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for investment management services amounted to $21,571 and $29,026 for the plan years ended December 31, 2000 and 1999, 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- 13 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST LINE 4i - SCHEDULE OF ASSETS (HELD AT YEAR END) DECEMBER 31, 2000
- ------------------------------------------------------------------------------------------------------------------- IDENTITY OF ISSUER, BORROWER LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT SHARES FAIR VALUE - ---------------------------------------------------------------------------------------------------------------------- * Key Trust Company EB Money Market Fund 67,506 $ 67,506 * Key Trust Company Prism MaGIC Fund 24,946 359,409 * Dominion Homes, Inc. Common Shares 153,993 1,299,393 * Dominion Homes, Inc. Pooled Loans 150,422 150,422 * Victory Funds Diversified Stock Fund 43,175 633,377 * Victory Funds LifeChoice Conservative Investor Fund 3 33 * Victory Funds LifeChoice Moderate Investor Fund 112,893 1,255,372 * Victory Funds LifeChoice Growth Investor Fund 108,532 1,224,246 * Victory Funds Stock Index Fund 34,744 742,829 Fidelity Advisors Growth Opportunities Fund (Class T) 4,271 254,418 Janus Janus Twenty Fund 14,997 821,809 Janus Janus Worldwide Fund 9,194 522,751 INVESCO Funds Dynamics Fund 24,258 576,621 PIMCO Funds Total Return Fund 4,183 43,465 Franklin Templeton Funds Franklin Small Cap Growth Fund 5,827 229,185 * Denotes a party-in-interest transaction
-13- 14 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST ANNUAL REPORT ON FORM 11-K FOR FISCAL YEAR ENDED DECEMBER 31, 2000 INDEX TO EXHIBITS ----------------- Exhibit No. Description Page No. - ----------- ----------- -------- 1 Consent of Independent Public Accountants Page 15 -14- EX-1 2 l89133aex1.txt EXHIBIT 1 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 1, 2001 relating to the financial statements and schedule of Dominion Homes, Inc. Retirement Plan and Trust, which appear in this Form 11-K. /s/ PricewaterhouseCoopers LLP Columbus, Ohio June 27, 2001 -15- -----END PRIVACY-ENHANCED MESSAGE-----