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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
TIS Mortgage Investment Company
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(Name of Issuer)
Shares of Common Stock
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(Title of Class of Securities)
8725 27 10
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(CUSIP Number)
Marc C. Krantz , Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 17, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
CUSIP NO. 8725 27 10
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 793,700
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 793,700
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
793,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
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14 TYPE OF REPORTING PERSON*
OO
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CUSIP No. 8725 27 10
This amendment No. 1 to Schedule 13D Statement is filed on behalf of
Turkey Vulture Fund XIII, Ltd. (the "Fund"), an Ohio limited liability company,
for the purpose of reporting certain correspondence between the Fund and TIS
Mortgage Investment Company, a Maryland corporation ("TIS"), and certain
acquisitions by the Fund of shares of common stock, $0.001 par value per share,
of TIS.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by the Fund were
purchased for the aggregate purchase price of approximately $120,000 with
working capital of the Fund.
Item 4. Purpose of Transaction.
Reference is hereby made to the letter from the Fund to TIS, dated April
21, 1997, a copy of which is attached hereto as Exhibit 7.1.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by TIS, there are 8,105,880 Shares outstanding.
The Fund beneficially owns 793,700 Shares, or approximately 9.8% of
the outstanding Shares. As the sole manager of the Fund, Mr. Osborne may be
deemed to beneficially own such Shares.
(b) Mr. Osborne, as sole manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by the Fund.
(c) Since the filing of the Original Schedule 13D Statement on April 7,
1997, the Fund purchased 104,000 Shares in the following open market
transactions:
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Approx. Per Share Price
Date Number of Shares (Excluding Commissions)
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<S> <C> <C>
April 15, 1997 19,800 $1.13
April 16, 1997 2,600 $1.13
April 17, 1997 81,600 $1.22
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CUSIP No. 8725 27 10
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 --- Letter from the Turkey Vulture Fund XIII, Ltd. to TIS
Mortgage Investment Company
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CUSIP No. 8725 27 10
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 21, 1997 Turkey Vulture Fund XIII, Ltd.
/s/ Richard M. Osborne
------------------------------
Richard M. Osborne, Manager
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Exhibit Index
Exhibit 7.1 --- Letter from the Turkey Vulture Fund XIII, Ltd. to TIS Mortgage
Investment Company
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EXHIBIT 7.1
Turkey Vulture Fund XIII, Ltd.
7001 Center Street
Mentor, Ohio 44060
(216) 951-1111
April 21, 1997
Via Facsimile and Messenger Delivery
TIS Mortgage Investment Company
655 Montgomery Street, Suite 800
San Francisco, CA 94111
Re: Advance Notice to Nominate Directors
To the Secretary of TIS:
In accordance with Section 1.9 of the By-Laws of TIS Mortgage Investment
Company, a Maryland corporation ("TIS"), Turkey Vulture Fund XIII, Ltd., an
Ohio limited liability company (the "Fund"), hereby proposes to nominate three
(3) individuals for election to the Board of Directors of TIS at the 1997
Annual Meeting for TIS to be held on May 29, 1997, at 10:00 a.m., local time,
at the Hyatt Burlingame in Burlingame, California. Under Section 1.9 of the
By-Laws and pursuant to the press release of TIS, dated April 9, 1997, notice
of a stockholder nomination must be provided by April 21, 1997.
The individuals to be nominated by the Fund are Richard M. Osborne,
Christopher L. Jarratt and James G. Lewis. All information required to be
disclosed with respect to such individuals pursuant to Section 1.9 of the
By-Laws, including all information that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with the
solicitation of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934 and the rules and regulations thereunder, is
attached hereto as Exhibit 1.
The information required to be disclosed under Section 1.9 of the By-Laws
with respect to the Fund, including all information that would be required to
be disclosed in a proxy statement or other filings required to be made in
connection with the solicitation of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, is attached hereto as Exhibit 2. Further, the Fund
hereby represents that such stockholder intends to appear in person or by proxy
at the 1997 Annual Meeting to nominate the persons named herein for election to
the Board of Directors of TIS.
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TIS Mortgage Investment Company
April 21, 1997
Page Two
The consents required to be provided pursuant to Section 1.9 of the
By-Laws are attached hereto as Exhibit 3.
Letters tracing the record ownership of the Fund are attached as Exhibit
4.
We are certain the shareholders of TIS would appreciate your compliance
with this notice, which has been made in accordance with the By-Laws of TIS.
Sincerely,
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
--------------------------
Richard M. Osborne
Manager
Attachments
Exhibit 1 - Required Information Re: Nominees
Exhibit 2 - Required Information Re: Stockholder
Exhibit 3 - Consents of Nominees
Exhibit 4 - Letters from Everen Securities, Inc. and
The Depository Trust Company
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Exhibit 1
Required Information Re: Nominees
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Richard M. Osborne
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Name: Richard M. Osborne
Age: 51
Business Address: OSAIR, Inc.
7001 Center Street
Mentor, Ohio 44060
Residence Address: 9050 Jackson Street
Mentor, OH 44060
Principal Occupation/ President and Chief Executive Officer of OSAIR, Inc.,
Information Required a property developer and manufacturer of industrial
By Section 14 of the gases for pipeline delivery, for the past 5 years.
Securities Exchange Mr. Osborne is a Trustee of Brandywine Realty Trust,
Act of 1934 (the Marlton, NJ. Mr. Osborne is a Director of Great Lakes
"Exchange Act"): Bank, Mentor, Ohio.
TIS Stock Owned: Mr. Osborne is the sole manager of the Turkey Vulture
Fund XIII, Ltd. (the "Fund"), which has disclosed its
beneficial ownership of 689,000 shares of common stock
of TIS (or approximately 8.5% of the outstanding
common stock of TIS) in its SEC Form 13D filed April
7, 1997. As the Fund's sole manager, Mr. Osborne may
be deemed to beneficially own all shares beneficially
owned by the Fund.
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Christopher L. Jarratt
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Name: Christopher L. Jarratt
Age: 35
Business Address: Third Capital, LLC
314 Church Street
Nashville, TN 37201
Residence Address: 206 Carden Avenue
Nashville, TN 37205
Principal Occupation/ For the past 5 years, Mr. Jarratt has been the
Information Required President of Jarratt Associates, Inc., Nashville, TN,
By Section 14 of the a corporation engaged in commercial mortgage banking
Exchange Act: and commercial real estate investment activities.
Since September, 1996, Mr. Jarratt has also been the
Chief Executive Officer of Third Capital, LLC,
Nashville, TN, a company engaged in various real
estate investment and advisory activities.
TIS Stock Owned: None.
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James G. Lewis
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Name: James G. Lewis
Age: 31
Business Address: Third Capital, LLC
314 Church Street
Nashville, TN 37201
Residence Address: 510 Old Hickory Blvd., Unit 415
Nashville, TN 37205
Principal Occupation/ Since September, 1996, Mr. Lewis has been the
Information Required Chief Operating Officer and General Counsel of
By Section 14 of the Third Capital, LLC, Nashville, TN, a company
Exchange Act: engaged in various real estate investment and
advisory activities. From May, 1994 through
August, 1996, Mr. Lewis was employed as an
attorney with the law firm Shumaker, Loop &
Kendrick, Tampa, FL. From September, 1990 until
May, 1994, Mr. Lewis was employed as an attorney
with the law firm of Johnson, Blakely, Pope,
Bokor, Ruppel & Burns, P.A., Clearwater, FL.
TIS Stock Owned: None.
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Exhibit 2
Required Information Re: Stockholder
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Exhibit 2
Required Information Re: Stockholder
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Stockholder Name: Turkey Vulture Fund XIII, Ltd. ("Fund")
Stockholder Address: 7001 Center Street
Mentor, Ohio 44060
TIS Stock Owned: The Fund beneficially owns 689,000 shares of common
stock of TIS.
Arrangements with There are no arrangements or understandings between
Nominees the Fund and Richard M. Osborne with respect to Mr.
Osborne's nomination to become a Director of TIS.
Mr. Osborne is the sole manager of the Fund.
There are no arrangements or understandings between
the Fund, Mr. Osborne and Christopher L. Jarratt with
respect to Mr. Jarratt's nomination to become a
Director of TIS.
There are no arrangements or understandings between
the Fund, Mr. Osborne and James G. Lewis with respect
to Mr. Lewis' nomination to become a Director of TIS.
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Exhibit 3
Consents of Nominees
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CONSENT
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The undersigned individual, Richard M. Osborne, hereby consents to being named
as a nominee for the election of Directors of TIS Mortgage Investment Company,
a Maryland corporation ("TIS") at the 1997 Annual Meeting of TIS to be held on
May 29, 1997; and further consents to serve as a Director of TIS if elected at
such meeting.
/s/ Richard M. Osborne
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Richard M. Osborne
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CONSENT
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The undersigned individual, Christopher L. Jarratt, hereby consents to being
named as a nominee for the election of Directors of TIS Mortgage Investment
Company, a Maryland corporation ("TIS") at the 1997 Annual Meeting of TIS to
be held on May 29, 1997; and further consents to serve as a Director of TIS if
elected at such meeting.
/s/ Christopher L. Jarratt
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Christopher L. Jarratt
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CONSENT
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The undersigned individual, James G. Lewis, hereby consents to being named as
a nominee for the election of Directors of TIS Mortgage Investment Company, a
Maryland corporation ("TIS") at the 1997 Annual Meeting of TIS to be held on
May 29, 1997; and further consents to serve as a Director of TIS if elected at
such meeting.
/s/ James G. Lewis
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James G. Lewis
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Exhibit 4
Letters from Everen Securities, Inc.
and
The Depository Trust Company
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EVEREN
SECURITIES
April 18, 1997
Turkey Vulture Fund XIII, Ltd.
Attention: Richard M. Osborne, Manager
7001 Center Street
Mentor, OH 44060
Re: TIS Mortgage Investment Company
CUSIP No. 872527106
Dear Mr. Osborne:
In order to enable Turkey Vulture Fund XIII, Ltd. (the "Fund") to exercise its
rights with respect to the shares of common stock (the "Shares") of TIS
Mortgage Investment Company (the "Company"), EVEREN Securities, Inc. ("EVEREN")
hereby confirms that the Fund is the beneficial owner of 689,700
Shares on deposit at the close of business April 17, 1997.
EVEREN has no interest in this matter other than to ensure that the Fund is
not denied its rights as the beneficial owner of the Shares, and EVEREN
assumes no further responsibility in this matter.
Sincerely,
/s/ David L. Van Dusen
David L. Van Dusen
Senior Vice President
EVEREN Securities, Inc.
4230 State Route 306 Willoughby, OH 44094 (216)951-9555(800)432-9666
FAX (216)975-9537
Member New York Stock Exchange and other principal exchanges
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THE DEPOSITORY TRUST COMPANY
7 Hanover Square
New York, New York 10004
FREDERICK T. O'NEILL
GROUP DIRECTOR
RECONCILIATION AND COMPLIANCE DEPARTMENT
April 18, 1997
CONFIRMATION OF OWNERSHIP LETTER
--------------------------------
Mr. David L. Van Dusen
Sr. Vice President Investments
Everen Securities
4230 State Route 306
Willoughby, OH 44094
Dear Mr. Van Dusen:
This will confirm that the records of The Depository Trust Company
("DTC") indicate that at the close of business April 17, 1997 there were
781,077 shares of TIS Mortgage Investment Co., CUSIP number 872527 106 on
deposit in an account (#262) maintained by Everen Securities at DTC.
Very truly yours,
/s/ Frederick T. O'Neill
------------------------
Frederick T. O'Neill
A Limited Purpose Trust Company and Member, Federal Reserve System
