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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. 2)*
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)
June 2, 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*
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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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</TABLE>
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CUSIP No. 8725 27 10
This amendment No. 2 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 the contents of the press release of the Totally
Ignored Stockholders Committee, dated June 2, 1997.
Item 4. Purpose of Transaction.
Item 4 to Schedule 13D is hereby amended and supplemented as follows:
Reference is hereby made to the press release of the Totally Ignored
Stockholders Committee, dated June 2, 1997, a copy of which is attached hereto
as Exhibit 7.2.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.2 --- Press Release of the Totally Ignored Stockholders
Committee, dated June 2, 1997
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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: June 3, 1997 Turkey Vulture Fund XIII, Ltd.
/s/ Richard M. Osborne
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Richard M. Osborne, Manager
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CUSIP No. 8725 27 10
Exhibit Index
Exhibit 7.2 --- Press Release of the Totally Ignored Stockholders Committee,
dated June 2, 1997
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EXHIBIT 7.2
For Immediate Release
Preliminary Results of TIS Mortgage Investment Company
Proxy Vote
Cleveland, Ohio (June 2, 1997) -- Based on the preliminary results
released today by Carl T. Hagberg and Associates, TIS Mortgage Investment
Company (NYSE: TIS) shareholders have voted to remove Chairman of the Board
Lorraine O. Legg, Robert H. Edelstein and Will M. Storey from the existing
Board of Directors of TIS and have overwhelmingly supported the directors
nominated by the Totally Ignored Stockholders Committee (the "TIS Committee"),
which controls approximately 9.8% of the common stock of TIS. Nominees of the
TIS Committee elected by the TIS shareholders are Richard M. Osborne,
Christopher L. Jarratt and James G. Lewis.
Based on the preliminary results, the nominees of the TIS Committee were
elected by more than a 3 to 1 margin and received over 77% of the votes cast.
The vote was held on May 29, 1997 at the company's annual shareholders meeting
held at the Hyatt Burlingame in Burlingame, California.
Richard M. Osborne stated, "I am extremely gratified by the overwhelming
support shown by the TIS shareholders. There is real work that needs to be
done and we are ready to get started."
TIS has previously requested that the U.S. District Court for the Northern
District of California declare that the notice of intent to nominate Messrs.
Osborne, Jarratt and Lewis was defective and prohibit the solicitation of
proxies on their behalf. On May 28, 1997, the Court ruled that it would not
enjoin the nominations or solicitation of proxies and permitted the election to
go forward on the date scheduled. The Court deferred its decision on the
merits of the TIS request and on whether Messrs. Osborne, Jarratt and Lewis
could take their seats until after the election.
"Regardless of the ultimate decision by the Court, this is a great victory
for all the shareholders," added Mr. Osborne, "We encourage the other directors
of TIS to stop wasting shareholders' money on lawsuits. In a true expression
of shareholder democracy, the shareholders have spoken loudly and clearly. It
is time to begin rolling up our sleeves and beginning the real work that needs
to be done to turn this company around and maximize shareholder values." Mr.
Osborne concluded that the TIS Committee would take all necessary steps to
ensure that the voice of the shareholders was heard.
TIS is a real estate investment trust headquartered in San Francisco,
California.
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For more information contact:
Richard H. Grubaugh
Beacon Hill Partners
1-212-843-8500
