<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TIS Mortgage Investment Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Totally Ignored Stockholders Committee
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Shares of Common Stock, par value $.001 per share
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
-------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
TIS MORTGAGE INVESTMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR MAY 29, 1997
TO ALL STOCKHOLDERS OF
TIS MORTGAGE INVESTMENT COMPANY:
This Proxy Statement is furnished by the Totally Ignored Stockholders
Committee (the "TIS Committee") in connection with its solicitation of proxies
to be used at the Annual Meeting of Stockholders of TIS Mortgage Investment
Company ("TIS" or the "Company") scheduled to be held on Thursday, May 29, 1997,
at the Hyatt Burlingame, 1333 Bayshore Highway, Burlingame, California 94010 at
10:00 A.M., local time, and at any adjournments or postponements thereof. This
Proxy Statement and the accompanying BLUE Proxy Card are first being sent to the
Company's Stockholders on or about May 6, 1997.
The Company has set April 23, 1997, as the record date for determination of
Stockholders entitled to notice of, and to vote at, the Annual Meeting.
According to the Company most recent filing with the Securities and Exchange
Commission, as of March 26, 1997, there were outstanding and entitled to vote at
the Annual Meeting a total of 8,105,880 shares of Common Stock, $.001 par value
(the "Shares"). Each Share is entitled to one vote on all matters submitted to
a vote of the Stockholders at the Annual Meeting. The affirmative vote of the
holders of a plurality of the Shares cast at the Annual Meeting is required for
the election of Directors. As of the record date, the TIS Committee had the
right to vote an aggregate of 793,700 Shares constituting approximately 9.8% of
the total votes eligible to be cast at the Annual Meeting. See "The TIS
Committee."
THE TIS COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD TO VOTE FOR THE ELECTION OF THE TIS COMMITTEE'S NOMINEES AS
DIRECTORS. A POSTAGE-PAID ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE.
REASONS FOR THIS SOLICITATION
The TIS Committee is urgently soliciting your proxy to enable us to salvage
and then revive the Company. The TIS Committee seeks your help to elect three
Directors with substantial commercial real estate experience who will constitute
one-third of the Board of Directors. We believe these new Directors will be
more knowledgeable in real estate investment and management, more responsive to
stockholder concerns and more responsible in their direction of the management
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<PAGE>
of the Company. We believe that the TIS Committee's nominees will implement the
policies necessary to maximize stockholder value.
We send you this request for your proxy and ask for your vote for a number
of reasons:
(1) The Company's Shares, which traded in 1988 at $10.00 per share, have
steadily declined in value, hovering in the $1.00 - $2.00 range for
most of the past year.
(2) The average stock price for all real estate investment trusts over the
past five years, as compiled by the National Association of Real
Estate Investment Trusts (NAREIT), has more than doubled.
(3) The Company's current Directors and executive officers have shown
little faith in the Company - their total investment amounts to only
208,662 Shares (excluding unexercised options), or only 2.57% of the
outstanding Shares.
(4) From 1992 through 1996, the Company reported net losses totaling more
than $47,000,000! In the last eight years, the Company's net worth
has declined from almost $74,000,000 as of December 31, 1988, to about
$11,000,000 as of December 31, 1996!
(5) As of December 31, 1996, the average dividend yield of 115 real estate
investment trusts was approximately 6.7%. (Source: A.G. Edwards &
Sons, Inc., Quarterly REIT Review, February 3, 1997; the consent of A.
G. Edwards to include this data was not obtained.) The yield on
Shares of TIS was less than 2% in 1996.
SOLUTIONS TO THE PROBLEMS
Our nominees have proven experience in investing, managing and analyzing
real estate in a profitable manner. They are committed to:
(1) An urgent review of all the Company's real estate investments with a
view toward improving the performance of the portfolio;
(2) The development of a plan to increase the dividends payable to
Stockholders;
(3) The imposition of strict controls on overhead expenses and the
implementation of necessary steps to cut overhead costs;
(4) The termination of the 1995 stock option plan of TIS that benefits
management at the expense of Stockholders; and
(5) The implementation of a continuous, effective stockholder relations
program to keep Stockholders informed about the Company.
Once elected to the Board of TIS, the nominees of the TIS Committee will
develop specific plans to implement each of the solutions mentioned above.
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<PAGE>
OUR PROMISE TO STOCKHOLDERS
(1) We will NOT terminate employees simply for the sake of cutting costs;
our grievance is with the Company's Directors, not its professional
staff. We trust that with stability, a coherent business plan,
professional management and stockholder oversight, their talents can
be put to profitable use.
(2) We will NOT increase the pay and benefits of officers or reward them
with grants of options on Shares or "golden parachutes" at a time when
the price of Shares of TIS is little more than $1.00.
(3) We will NOT take any action to impair the status of TIS as a REIT
under the Internal Revenue Code of 1986.
WHY STOCKHOLDER INVESTMENTS WILL BE LOST
IF THE BOARD IS NOT CHANGED
We have summarized the events and failures which have led us to believe
that management must change. We have invested more than $885,000 in the
Company. We describe below in further detail why we believe that the
stockholders of TIS deserve a prompt and comprehensive change in the way TIS is
doing business.
(1) The Market's Rejection of TIS
From a high of $10.00 per share in the last quarter of 1988, TIS's
stock has sunk to $0.6875 on December 31, 1996. As of April 22, 1997, due in
part to purchase of Shares by the Fund, the closing price was $1.125. This
steep per share decline shows that the market is trying to send a message to
TIS. We seek your proxy because the Board of Directors is not getting the
message.
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(2) TIS Shares Continually Underperform the Market
The following line graph compares the cumulative total return of a
hypothetical investment in the Shares of TIS with the cumulative total return of
a hypothetical investment in each of the Standard & Poor's 500 Stock Index and
the NAREIT All REIT index and assumes the initial investment of $100 on December
31, 1991, with dividends reinvested when paid and share prices as of the last
day of each calendar year.
Measurement Period
(Fiscal Year Covered) Shares of TIS S& P 500 Index All REIT
12/31/91 100 100 100
12/31/92 41 108 112
12/31/93 22 118 133
12/31/94 22 120 134
12/31/95 19 165 159
12/31/96 9 203 215
As the graph indicates a $100 investment in TIS Shares on December 31, 1991
would be worth $9 on December 31, 1996. The same $100 would be worth $203 if
invested in the S&P 500 Index or $215 if invested in All REITs.
(3) Net Worth of TIS Has Declined Precipitously
The following chart shows the decline in the net worth, or
stockholders' equity, of TIS over the past eight years, as disclosed in the
Annual Reports on Form 10-K filed by TIS.
12/31/88 $73,970,000
12/31/89 72,072,000
12/31/90 69,468,000
12/31/91 67,779,000
12/31/92 41,489,000
12/31/93 15,780,000
12/31/94 16,093,000
12/31/95 11,981,000
12/31/96 11,081,000
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THE TIS COMMITTEE
The TIS Committee has taken the name "Totally Ignored Stockholders
Committee" for two reasons: (1) the Stockholders have stood by while the Board
has overseen the steady decline in the TIS stock price since 1988 and (2) on
several occasions Richard M. Osborne, one of the nominees of the Committee, has
telephoned the President of TIS to express his concerns over the direction of
TIS and to request a meeting, but his calls have either been ignored or the
President has refused to meet.
The members of the TIS Committee are Richard M. Osborne, Christopher L.
Jarratt and James G. Lewis. As of the record date, members of the TIS
Committee beneficially owned 793,700 Shares, representing approximately 9.8%
of the outstanding Shares. All of these Shares are owned by the Turkey
Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"), that
was formed to acquire, hold, sell or otherwise invest in all types of
securities and other instruments. The Fund is the largest stockholder in TIS.
Mr. Osborne, as the sole manager of the Fund, is the beneficial owner of the
793,700 Shares.
Additional information concerning the TIS Committee and the Fund and the
Fund's holdings of Shares is set forth in Appendix A hereto.
WE ARE STOCKHOLDERS
Neither the TIS Committee nor the Fund are attempting to benefit themselves
at the expense of any other Stockholders. Rather, the TIS Committee is seeking
to increase value to all Stockholders. Neither the TIS Committee nor its
nominees will acquire any of the operations or assets of TIS or be compensated
either as principal or agent in transactions relating to the redeployment of the
assets of TIS, or earn any profits, commissions or other fees from TIS for their
services in connection therewith, other than (1) such compensation, if any, as
might be payable to any of the nominees solely in their capacities as Directors
of TIS, (2) payments received by the Fund in its capacity as a holder of stock
of TIS, (3) reimbursement from TIS of the expenses of the solicitation of
proxies or (4) in any transaction approved by a majority of the Stockholders of
TIS.
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Board of Directors is presently composed of nine Directors,
divided into three classes of Directors who serve for three-year terms. The
Directors elected at the Annual Meeting will serve in such capacity until the
2000 Annual Meeting of Stockholders and thereafter until their successors shall
have been elected and qualified. In opposition to the incumbent Class of the
Board of Directors, the TIS Committee is proposing a slate of three experienced
and well-qualified nominees for election as Directors of the Company who, if
elected, would constitute one-third of the Board of Directors.
Each nominee named below has consented to serve as a director of the
Company if elected. The TIS Committee does not expect that any of the nominees
will be unable to stand for election but, in the event that a vacancy in the
slate of nominees should occur unexpectedly, the Shares
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<PAGE>
represented by the enclosed BLUE Proxy Card will be voted for a substitute
candidate selected by the TIS Committee.
The following information concerning business address, age, and principal
occupation has been furnished by the TIS Committee's nominees.
Name and Business Address Principal Occupation for Past Five Years
------------------------- ----------------------------------------
Richard M. Osborne Mr. Osborne is President and Chief
7001 Center Street Executive Officer of OsAir, Inc.,
Mentor, Ohio 44060 Mentor, Ohio ("OsAir") a company he
founded in 1963. OsAir is a
manufacturer of industrial gases for
pipeline delivery and a real property
developer. Mr. Osborne is also a
director of Brandywine Realty Trust,
a publicly-held REIT, and a director
of Great Lakes Bank, Mentor, Ohio.
Through OsAir or personally, Mr.
Osborne has over 30 years of
experience in real estate development
and management. During his career as
a real estate entrepreneur, he has
developed, managed or sold over
1,000,000 square feet of industrial
space, over 1,000,000 square feet of
commercial space, over 1,000,000
square feet of apartment space and
over 1,000,000 square feet of
self-storage facilities . Since its
formation in 1994, Mr. Osborne has
been the sole manager of the Fund.
Mr. Osborne is 51 years old.
Christopher L. Jarratt For the past nine years, Mr.
314 Church Street Jarratt has been the President of
Nashville, TN 37201 Jarratt Associates, Inc.,
Nashville, Tennessee, a corporation
engaged in commercial mortgage
banking and commercial real estate
investment activities. Since
September 1996, Mr. Jarratt has also
been the Chief Executive Officer of
Third Capital, LLC, Nashville,
Tennessee, a company engaged in
various real estate investment and
advisory activities. Mr. Jarratt has
been involved in more than $100
million of commercial mortgage and
real estate transactions. For the
past five years, through Jarratt
Associates, Inc., Third Capital, LLC
and their various affiliates, Mr.
Jarratt has specialized in the
acquisition of undervalued real
estate assets and securities. Mr.
Jarratt has a Bachelor of Business
Administration degree from Southern
Methodist University, Dallas, Texas.
Mr. Jarratt is 35 years old.
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<PAGE>
James G. Lewis Since September 1996, Mr. Lewis has
314 Church Street been the Chief Operating Officer
Nashville, TN 37201 and General Counsel of Third
Capital, LLC, Nashville Tennessee, a
company 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,
Florida, where he specialized in
mergers and acquisitions, corporate
and securities law. 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, Florida where he
specialized in mergers and
acquisitions, corporate and
securities law. Mr. Lewis received a
JD degree from Vanderbilt University
School of Law. Mr. Lewis is 31 years
old.
None of the nominees has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past ten years.
VOTING OF PROXIES
Unless otherwise indicated, the persons named in the accompanying BLUE
Proxy Card will vote properly executed and duly returned proxies (1) FOR the
election of three TIS Committee nominees as members of the Class of the Board
of Directors of the Company to serve for a term of three years until the 2000
Annual Meeting of Stockholders and until their successors are elected and
qualified, and (2) in accordance with their judgment on such other business
as may be properly presented to the meeting and any adjournment or
postponement thereof.
BLUE Proxy Cards should be signed, dated and returned in the postage-paid
envelope provided. Execution of the enclosed BLUE Proxy Card will not affect a
stockholder's right to attend the Annual Meeting and vote in person. A
stockholder who has given a proxy may revoke it at any time before such proxy is
voted either by a later dated proxy or by voting in person at the Annual
Meeting. Attendance at the Annual Meeting will not in and of itself constitute
a revocation. If you were a stockholder of record on the Record Date, you will
retain the voting rights in connection with the Annual Meeting even if you sell
or sold such Shares after the Record Date. Accordingly, it is important that
you vote the Shares held by you on the Record Date or grant a proxy to vote such
Shares whether or not you still own such Shares.
Stockholders cannot select Directors from among those proposed by the
Company and the TIS Committee. Therefore, if you wish to support the TIS
Committee's nominees, YOUR LAST DATED PROPERLY EXECUTED PROXY MUST BE A BLUE
PROXY CARD.
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<PAGE>
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by mail, telephone, telecopier and personal
solicitation. Any of the members of the TIS Committee and any regular employee
of Mr. Osborne may be used to solicit proxies, and will not receive additional
compensation therefor. Banks, brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward the soliciting material of the TIS
Committee to their customers for whom they hold shares and the TIS Committee
will reimburse them for their reasonable out-of-pocket expenses.
The TIS Committee has retained Beacon Hill Partners, 90 Broad Street,
New York, New York, 10004, to assist in the solicitation of proxies. The TIS
Committee has agreed to pay Beacon Hill Partners a fee of $25,000 and to
reimburse it for its reasonable out-of-pocket expenses. Approximately 25 people
will be used by Beacon Hill Partners in its solicitation efforts.
The TIS Committee anticipates that its total expenditures relating to the
solicitation will be approximately $100,000 (excluding costs represented by
salaries and wages of regular employees of Mr. Osborne); total expenditures to
date have been less than $10,000. The entire expense of preparing, assembling,
printing and mailing this Proxy Statement and related materials and the cost of
soliciting proxies for the nominees proposed by the TIS Committee will be borne
by the Fund or Mr. Osborne in a manner to be determined by Mr. Osborne. The
Fund or Mr. Osborne will seek reimbursement from the Company for those expenses
and does not intend to seek stockholder approval for such reimbursement at a
subsequent meeting unless such approval is required under Maryland law.
STOCKHOLDER PROPOSALS FOR 1998 ANNUAL MEETING
In order to be included in the Company proxy statement for the 1998 Annual
Meeting, any stockholder proposal to be presented at the 1998 Annual Meeting
must be received in the office of the Secretary of the Company at its principal
executive offices by the date specified in the Company proxy statement for this
year's Annual Meeting.
OTHER MATTERS
The TIS Committee is not aware of any other matters to be considered at the
Annual Meeting other than the election of Directors. However, if any other
matters properly come before the meeting, the persons named in the enclosed BLUE
Proxy Card will have discretionary authority to vote all proxies with respect to
such matters in accordance with their judgment.
Sincerely,
May 6, 1997 TOTALLY IGNORED
STOCKHOLDERS COMMITTEE
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<PAGE>
APPENDIX A
On the date hereof, Richard M. Osborne, as the sole manager of the Fund, is
the beneficial owner of 793,700 Shares, representing approximately 9.8% of the
8,105,880 Shares outstanding according to the most recently available filing by
the Company with Securities and Exchange Commission.
Under the terms of the Operating Agreement of the Fund, Mr. Osborne as the
sole manager, manages all day-to-day operations involving, and makes all
decisions concerning, the business and affairs of the Fund. Other than Mr.
Osborne, the members have no authority or power to bind the Fund, vote
securities owned by the Fund, make investment decisions for the Fund or dispose
of any securities held by the Fund. Each member has agreed, under the terms of
the Operating Agreement, to indemnify the Fund for any costs or damages incurred
by the Fund as a result of the exercise of any unauthorized authority by each
such member.
Under Rule 13d-3 promulgated by the Securities and Exchange Commission, "a
beneficial owner of a security includes any person, who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has
or shares:
(1) Voting power which includes the power, to vote, or to direct the
voting of, such security, and/or
(2) Investment power which includes the power to dispose, or to direct the
disposition of, such security."
Because the members of the Fund, other than Mr. Osborne, lack any of the
requisite powers of beneficial ownership, none of them, other than Mr. Osborne,
are beneficial owners of the Shares solely because of their investment as
members in the Fund.
The Shares beneficially owned by the Fund were acquired for an approximate
aggregate purchase price of approximately $885,000 with working capital of the
Fund.
The table below sets forth all Shares purchased by the Fund within the past
two years, the dates on which such purchases were made and the amount of such
purchases. Neither the Fund nor Mr. Osborne sold any shares during the two
year period.
Number of Shares Date
---------------- --------
10,000 7/22/96
9,800 7/30/96
3,000 7/31/96
2,100 8/01/96
500 8/02/96
2,400 8/06/96
A-1
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2,000 8/07/96
19,300 1/06/97
2,000 1/07/97
2,600 1/08/97
100,000 1/16/97
3,100 1/09/97
50,000 2/14/97
50,000 3/05/97
26,900 3/06/97
35,100 3/07/97
24,800 3/14/97
600 3/19/97
1,600 3/20/97
126,700 3/27/97
94,200 3/21/97
3,000 4/03/97
120,000 4/01/97
19,800 4/15/97
2,600 4/16/97
81,600 4/17/97
Neither Christopher L. Jaratt nor James G. Lewis has purchased or sold any
shares of TIS during the preceding two years.
Except as otherwise set forth in this Appendix A, neither the TIS Committee
nor any of its nominees nor any "associate" of any of the foregoing persons or
any other person who may be deemed a "participant" in the Proxy Solicitation is
the beneficial or record owner of any Shares. Except as otherwise set forth in
this Appendix A, neither the TIS Committee nor any of its nominees nor any
"associate" of the foregong persons or any other person who may be deemed a
"participant" in the Proxy Solicitation has purchased or sold any Shares within
the past two years, borrowed any funds for the purpose of acquiring or holding
any Shares or is or was within the past year a party to any contract or
arrangement or understanding with any person with respect to any Shares. There
has not been any transaction since the beginning of the Company's last fiscal
year and there is not currently any proposed transaction to which the Company is
a party, in which the Fund or any "associate" of the TIS Committee or any of its
nominees or immediate family member of any of the foregoing persons or any other
person who may be deemed a "participant" in the Proxy Solicitation had or will
have a direct material interest.
A2
<PAGE>
IMPORTANT
Your vote is important. No matter how many or how few TIS shares you own,
please vote FOR the TIS Committee's nominees by signing, dating and mailing the
enclosed BLUE Proxy Card today. The TIS Committee urges you NOT to return any
proxy cards sent to you by the Board of Directors of TIS.
If you have already returned a Board of Directors' proxy card before
receiving this proxy statement, you have every right to change your vote by
signing and returning the enclosed BLUE Proxy Card. Only your latest dated
properly executed proxy will count at the Annual Meeting.
If you own your TIS Shares in the name of a brokerage firm, your broker
cannot vote such shares unless he received your specific instructions. Please
sign, date and return the enclosed BLUE Proxy Card in the postage-paid envelope
that has been provided.
If you have any questions about how to vote your TIS Shares, please call
our proxy solicitor:
Beacon Hill Partners
90 Broad Street
New York, NY 10004
Telephone: 1-800-854-9486
<PAGE>
TOTALLY IGNORED STOCKHOLDERS COMMITTEE
SUPPLEMENT TO PROXY STATEMENT
DATED MAY 6, 1997
TIS FILES LAWSUIT AGAINST TIS COMMITTEE
On May 6, 1997, after the printing of the Proxy Statement of the TIS
Committee to which this Supplement is attached, TIS Mortgage Investment Company
("TIS") filed a complaint in U. S. Federal District Court in San Francisco,
California, against the TIS Committee, Turkey Vulture Fund XIII, Ltd. (the
"Fund"), and Richard M. Osborne, Christopher L. Jarratt and James G. Lewis, the
three nominees of the TIS Committee. The allegations of the Complaint are as
follows:
1. That the Committee does not have the right to nominate persons to be
elected to the Board of TIS, because the Fund did not have record ownership
of shares of TIS on April 21, 1997, when the Fund gave TIS notice of intent
to nominate persons as directors pursuant to the Amended and Restated By-
Laws of TIS (the "By-Laws"). The By-Laws state that only stockholders of record
may nominate directors.
2. That the Schedule 13D filings made by the Fund with the Securities and
Exchange Commission ("SEC") on April 7 and April 14, 1997 are misleading
and therefore violate the Securities Exchange Act of 1934 (the "Exchange
Act"), because they do not disclose the Fund's intent to nominate
directors.
3. That the Proxy Statement of the TIS Committee is misleading and
therefore violates the Exchange Act, because it does not disclose that the
Fund was not a record stockholder on April 21, 1997 and therefore the TIS
Committee does not have the right to nominate directors pursuant to the
By-Laws of TIS.
4. That the Schedule 13D filings made by the Fund with the SEC are
misleading and therefore violate the Exchange Act, because they do not
disclose the intention of the Fund to merge TIS with Pacific Gateway
Properties, Inc. ("Pacific"), in order to take advantage of the net
operating losses of TIS and thereafter to liquidate the assets of TIS and
Pacific. The Fund is a major shareholder of Pacific, a real estate company
headquartered in San Francisco, and Pacific has agreed to appoint Messrs.
Osborne and Jarratt to its Board.
The complaint asks the court to enter an order (a) declaring that the Fund
was not a stockholder of record on April 21,1997, (b) declaring that the Fund's
notice of intent to nominate directors is defective, (c) prohibiting the Fund
from soliciting proxies for the TIS Annual Meeting, (d) requiring the filing by
the Fund of an amended Schedule 13D to declare its intentions to merge TIS and
Pacific and liquidate their assets and (e) ordering the defendants to pay the
costs of suit including attorneys fees.
The Committee believes that, since it owned TIS shares prior to April 21,
1997, it has the right to nominate directors and that it has valid defenses to
all the other allegations of the complaint, and the Committee, its nominees and
the Fund intend to file an answer to the complaint denying its allegations and
setting forth its defenses.
This lawsuit is merely an effort to entrench the current directors and the
TIS Committee intends to continue to solicit proxies for the Annual Meeting and
urges Stockholders to return the BLUE proxy statement of the TIS Committee.
May 7, 1997
<PAGE>
PROXY
SOLICITED ON BEHALF OF TIS MORTGAGE INVESTMENT PROXY SOLICITED IN
TOTALLY IGNORED COMPANY OPPOSITION
STOCKHOLDERS 1997 ANNUAL MEETING OF TO THE BOARD OF DIRECTORS
COMMITTEE STOCKHOLDERS
Unless otherwise specified, this proxy will be voted FOR Item 1 and will be
voted in the discretion of the proxies on such other matters as may properly
come before the meeting or any adjournment(s) or postponement(s) thereof.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS
/ / FOR / / WITHHOLD
The Committee nominees are:
Richard M. Osborne, Christopher L. Jarratt and James G. Lewis
(Authority to vote for any nominee(s) may be withheld by lining through or otherwise striking out the name of such
nominee(s).)
The Proxy revokes all prior proxies and voting instructions.
THE TOTALLY IGNORED STOCKHOLDERS COMMITTEE RECOMMENDS A VOTE FOR ITEM 1.
</TABLE>
<PAGE>
The undersigned hereby appoints Richard M. Osborne and Christopher J.
Jarratt, and each of them, with full power of substitution, as proxies for the
undersigned, to represent and vote, as designated on the reverse side, all
shares of common stock of TIS to which the undersigned is entitled to vote at
the 1997 Annual Meeting of Stockholders of TIS scheduled to be held on May 29,
1997, and at any adjournment(s) or postponement(s) thereof, and revokes all
prior proxies with respect to the matters covered by this proxy.
Date: ______________________, 1997
Signature: _______________________
Signature: _______________________
Title or Authority: ______________
(Please sign exactly as name
appears, indicating title or
representation capacity, where
applicable)
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
If you have any questions on voting, please call:
Beacon Hill Partners at 1-800-854-9486
