-----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, KkOB4WzTBbfOGiGENOE7KHfHf7LpN0XWi7/70OrBvwaVzrf3q+rJNs7L1vpJst8y NWQprphEWdZ8tXW9+jw5iQ== 0001021408-03-007136.txt : 20030507 0001021408-03-007136.hdr.sgml : 20030507 20030507100129 ACCESSION NUMBER: 0001021408-03-007136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030506 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23270 FILM NUMBER: 03685265 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 8-K 1 d8k.htm DOMINION HOMES, INC. (FORM 8-K) Dominion Homes, Inc. (Form 8-K)

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 06, 2003

 


 

DOMINION HOMES, INC.

(Exact name of registrant as specified in its charter)

 

Ohio

 

0-23270

 

31-1393233

(State or other

jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

5501 Frantz Road, Dublin, Ohio

 

43017

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (614) 761-6000

 



 

Item 7. Financial Statements and Exhibits.

 

Exhibit Number


  

Description


99.1

  

Press Release dated May 6, 2003

 

Item 9. Regulation FD Disclosure.

 

On May 6, 2003, Dominion Homes, Inc., an Ohio corporation (the “Company”), announced the addition of two new members to its Board of Directors (the “Board”). The Company also announced that the Board has increased the total number of the Company’s common shares which the Company is authorized to purchase under a repurchase plan previously announced on February 10, 2003. A copy of the Company’s press release announcing the addition of the directors and the increase to the share repurchase program, attached hereto as Exhibit 99.1 and incorporated herein by reference, is being furnished under this Item 9 in accordance with the provisions of Regulation FD (17 CFR §§ 243.100 et seq.).

 

Page 2 of 3


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

DOMINION HOMES, INC.

By:

 

/s/    JON M. DONNELL


   

Jon M. Donnell

President and Chief Operating Officer

 

Date:    May 7, 2003

 

Page 3 of 3

EX-99.1 3 dex991.htm PRESS RELEASE Press Release

 

EXHIBIT 99.1

 

           

For more information, contact

           

Lori Steiner or Peter O’Hanlon at

           

614-761-6000

 

May 6, 2003

 

FOR IMMEDIATE RELEASE

 

DOMINION HOMES, INC. (NASDAQ: DHOM) ANNOUNCES

THE ELECTION OF TWO NEW MEMBERS TO ITS BOARD OF DIRECTORS

AND AN INCREASE IN ITS SHARE REPURCHASE AUTHORIZATION

 

Dublin, Ohio—May 6, 2003At its 2003 Annual Meeting of Shareholders held today, Dominion Homes, Inc. (Nasdaq DHOM) announced the election of two new members to its Board of Directors.

 

Shareholders have elected Zuheir Sofia as a Class I director to serve until the 2005 Annual Meeting of Shareholders, and Carl A. Nelson as a Class II director to serve until the 2004 Annual Meeting of Shareholders.

 

“Last March, the Board unanimously adopted a resolution increasing the authorized number of directors from seven to nine,” Douglas G. Borror, Chairman and CEO of Dominion Homes said. “Today, the shareholders approved the addition of Carl Nelson and Zuheir Sofia to the Board. These new members are intended to supplement the financial and accounting sophistication of the Board. The addition of these directors also results in a majority of the members of the Board being independent.”

 

Sofia is the Chairman of Sofia & Company, Inc., a private investment company that provides financial and investment services to a broad spectrum of businesses. He is also president of The Stanbery Group, LLC, a registered investment advisor and co-managing partner with A. Michael Lipper of L&S Partners I, LLC, which is a private fund investing in the securities of financial services, as well as diversified equity mutual funds. Previously, Mr. Sofia was president, chief operating officer, director, and treasurer of Huntington Bancshares. He joined The Huntington in 1971 and became president and director in 1984. Sofia is Chairman of the Board of Trustees for The Ohio State University and also serves as a director of Lancaster Colony Corporation.

 

Nelson is an independent business consultant and lecturer at The Ohio State University. He is a retired partner of Arthur Andersen, and was associated with the firm for 31 years as leader of consulting services for the products industry in the United States and as managing partner of the Columbus, Ohio office.

 

Continuing Class I directors include Douglas G. Borror, Chairman and CEO of the Company; Jon M. Donnell, President and Chief Operating Officer of the Company;


 

and C. Ronald Tilley, retired Chairman and CEO of Columbia Gas Distribution Companies.

 

Continuing Class II directors include Donald A. Borror, Chairman Emeritus of the Company; David S. Borror, Executive Vice President of the Company; Pete Klisares, Principal of MIGG, an Ohio-based capital investment company; and Gerald E. Mayo, retired Chairman of the Midland Life Insurance Company and Midland Financial Services, Inc.

 

Dominion Homes also announced today that its Board of Directors has increased the number of its Common Shares that it is authorized to purchase pursuant to its previously announced repurchase program. On February 10, 2003, the Board authorized the Company to repurchase up to 250,000 Common Shares and, subsequently, the Company repurchased 147,500 Common Shares. Today the Board increased the authorization by 147,500 Common Shares so that the Company is again authorized to purchase 250,000 Common Shares through December 31, 2003.

 

The purchases may be made from time to time on the open market or in privately-negotiated transactions. The Company expects to fund the purchases through internally generated cash and the Company’s existing bank credit facility. The Company plans to hold the purchased Common Shares as treasury shares. There were 8,061,750 Common Shares outstanding on May 6, 2003.

 

Dominion Homes is a leading builder of high quality single family homes in Central Ohio and Louisville, Kentucky. It offers three distinct series of homes which are differentiated by size, price, standard features and available options.

 

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