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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. 3)*
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 9, 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*
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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. 3 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 9, 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 9, 1997, a copy of which is attached hereto
as Exhibit 7.3.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.3 --- Press Release of the Totally Ignored Stockholders
Committee, dated June 9, 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 9, 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 7.3 --- Press Release of the Totally Ignored Stockholders Committee,
dated June 9, 1997
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EXHIBIT 7.3
For Immediate Release
Court Rules Against TIS Mortgage Investment Company
Cleveland, Ohio (June 9, 1997) -- The Totally Ignored Stockholders
Committee (the "TIS Committee"), which controls approximately 9.8% of the
common stock of TIS Mortgage Investment Company (NYSE: TIS), announced today
that the U.S. District Court for the Northern District of California denied the
motion by TIS for a preliminary injunction thereby permitting the nominees of
the TIS Committee, Richard M. Osborne, Christopher L. Jarratt and James G.
Lewis, to take their seats on the Board of Directors of TIS. TIS had requested
that the 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. Finding that the TIS
Committee "gave sufficient notice to avail itself of the right to nominate
candidates for the election at the annual meeting" and rejecting all of TIS
claims that the TIS Committee and its nominees had violated federal securities
laws, the Court found that preliminary injunctive relief was not warranted.
As previously announced, the shareholders of TIS voted overwhelmingly to
remove Chairman of the Board Lorraine O. Legg, Robert H. Edelstein and William
M. Storey from the Board of Directors of TIS. 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. 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 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, "We are grateful to the Court for vindicating
our position and look forward to working with the other Directors of TIS to
begin the real work that needs to be done to turn this company around and
maximize shareholder values. The shareholders of TIS have expressed their
confidence in us and we will do our best to prove to them that their decision
was the correct one."
TIS is a real estate investment trust headquartered in San Francisco,
California.
For more information contact:
Richard H. Grubaugh
Beacon Hill Partners
1-212-843-8500
