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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. )*
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)
March 27, 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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<TABLE>
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 689,700
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 689,700
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
689,700
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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)
8.5%
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14 TYPE OF REPORTING PERSON*
OO
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This original 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 acquisitions by the Fund of shares of common
stock, $0.001 par value per share, of TIS Mortgage Investment Company, a
Maryland corporation.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of common stock, $0.001
par value per share (the "Shares"), of TIS Mortgage Investment Company, a
Maryland corporation ("TIS"), which has its principal executive offices at 655
Montgomery Street, Suite 800, San Francisco, California, 94111.
Item 2. Identity and Background.
(a) The person filing this Schedule 13D is Turkey Vulture Fund XIII, Ltd.
(the "Fund"). Richard M. Osborne is the sole manager of the Fund.
(b) The business address of the Fund and Mr. Osborne is 7001 Center
Street, Mentor, Ohio 44060.
(c) The principal business of the Fund is to acquire, hold, sell or
otherwise invest in all types of securities and other instruments. Mr. Osborne
is President and Chairman of the Board of OsAir, Inc., a property developer and
manufacturer of industrial gases for pipeline delivery. OsAir, Inc. is located
at 7001 Center Street, Mentor, Ohio 44060.
(d) Negative with respect to the Fund and Mr. Osborne.
(e) Negative with respect to the Fund and Mr. Osborne.
(f) The Fund is an Ohio limited liability company. Mr. Osborne is a
citizen of the United States of America.
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 $760,000 with
working capital of the Fund.
Item 4. Purpose of Transaction.
The Fund purchased the Shares to acquire a significant minority interest
in TIS for the purposes of investment. Depending on market conditions,
developments with respect to TIS's business and other factors, the Fund
reserves the right to dispose of or acquire additional Shares.
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CUSIP No. 8725 27 10
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item, neither the Fund nor
Mr. Osborne presently has any plans or proposals that relate to or would result
in any of the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving TIS or any of its subsidiaries;
(ii) the sale or disposition of a material amount of assets of TIS or
any of its subsidiaries;
(iii) a change in the present board of directors or management of TIS;
(iv) a material change in the present capitalization or dividend policy
of TIS;
(v) a material change in the business or corporate structure of TIS;
(vi) a change to the articles of incorporation or bylaws of TIS or an
impediment to the acquisition of control of TIS by any person;
(vii) the delisting from any national securities exchange of the Shares;
(viii) a class of equity securities of TIS becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(ix) any action similar to any of those enumerated in (i) through (viii)
above.
Subject to applicable laws and regulations, the Fund and Mr. Osborne may
formulate plans and proposals that may result in the occurrence of an event set
forth in (i) through (ix) above.
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 689,700 Shares, or approximately 8.5% of
the outstanding Shares. As the sole manager of the Fund, Mr. Osborne may be
deemed to beneficially own such Shares.
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CUSIP No. 8725 27 10
(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) During the past 60 days, the Fund purchased 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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February 14, 1997 50,000 $1.25
March 5, 1997 50,000 $1.13
March 6, 1997 26,900 $1.00
March 7, 1997 35,100 $1.12
March 14, 1997 24,800 $1.13
March 19, 1997 600 $1.13
March 20, 1997 1,600 $1.13
March 21, 1997 94,200 $1.13
March 27, 1997 126,700 $1.13
April 1, 1997 120,000 $1.13
April 3, 1997 3,000 $1.13
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(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.
Not applicable.
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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 7, 1997 Turkey Vulture Fund XIII, Ltd.
/s/ Richard M. Osborne
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Richard M. Osborne, Manager
