-----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, NhpnmrAnW0V6NU3UZsu9T2rL5Mm/Xe2z5ONoNtHdOvU4aOTXDOq95xxXhvcGSSLi oQfWw9bpZKKchB4UgbDmGg== 0000950152-99-005691.txt : 19990630 0000950152-99-005691.hdr.sgml : 19990630 ACCESSION NUMBER: 0000950152-99-005691 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 99655386 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 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, 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 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, 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
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 18
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 29, 1999 By: */s/ Terry E. George ------------------------ Terry E. George, Co-Trustee 3 4 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST REPORT ON AUDITS OF FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 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, 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 6 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 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 ========== ==========
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, 1998 AND 1997 - --------------------------------------------------------------------------------
1998 1997 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 =========== ===========
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, 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 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 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:
1998 -------------------------- INVESTMENTS COST FAIR VALUE ---------------------------------------- ------------ ----------- 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 ============ ===========
10 11 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 AND 1997 - --------------------------------------------------------------------------------
1997 --------------------------- INVESTMENTS COST FAIR VALUE ---------------------------------------- ------------ ------------ 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 ============ ============
(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 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:
Dominion Homes, Inc. Fidelity Balanced Growth Income Stock Growth Fund Fund Fund Fund Fund ----------- ------------- ------------- ------------ ----------- 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 =========== ============= ============= ============ ==========
Huntington Huntington Monitor Monitor Managers T. Rowe Treasury Money Special Vanguard Price Market Market Equity Index 500 International Fund Fund Fund Fund Fund ----------- ------------- ------------ ------------ ------------ 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 ============ ============ ============ ============ ============
Other Total ---------- ------------ 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 ========== ============
12 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:
Dominion Homes, Inc. Fidelity Balanced Growth Income Stock Growth Fund Fund Fund Fund Fund ----------- ------------ ------------ ----------- ---------- 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 =========== ============ ============ =========== ==========
Huntington Huntington Monitor Monitor Managers T. Rowe Treasury Money Special Vanguard Price Market Market Equity Index 500 International Fund Fund Fund Fund Fund ------------- ----------- ---------- --------- ----------- 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 ============= ========== ========= ========= ===========
Other Total -------- ------------ 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 ======== ============
13 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:
DECEMBER 31, ------------------------------- 1998 1997 -------------- -------------- 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
14 15 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST ITEM 27a--SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - -------------------------------------------------------------------------------- AS OF DECEMBER 31, 1998
IDENTITY OF ISSUE, BORROWER, CURRENT LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT COST VALUE - -------------------------------- ------------------------------------- ------------------ ------------- * 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
* Indicates transaction is with a party-in-interest. 15 16 DOMINION HOMES, INC. RETIREMENT PLAN AND TRUST ITEM 27D--SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 - --------------------------------------------------------------------------------
Current Purchase Selling Cost of Value of Net Gain Identity of Party Involved Description of Asset Price Price Asset Asset or (Loss) - ---------------------------- ---------------------------------- ------------ --------- --------- ----------- ---------- 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
16 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 17 EX-1 2 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 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 18 -----END PRIVACY-ENHANCED MESSAGE-----