TIS MORTGAGE INVESTMENT CO
8-K, 1997-04-10
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported):  April 9, 1997
 


                        TIS MORTGAGE INVESTMENT COMPANY

______________________________________________________________________________
            (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                           <C>
      Maryland                           1-10004                          94-3067889
________________________           _______________________       _______________________________
(State or other jurisdiction of    (Commission File Number)      (I.R.S. Employer Identification
 incorporation or organization)                                               Number)
</TABLE>


<TABLE>
<S>                                                     <C>
 655 Montgomery Street, Suite 800                       
    San Francisco, California                          94111
 _______________________________                     _________
 (Address of principal executive office)             (Zip Code)
                
</TABLE>



                                (415) 393-8000
______________________________________________________________________________
             (Revgistrant's telephone number, including area code)

                                Not applicable.
______________________________________________________________________________
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>
 
                        TIS MORTGAGE INVESTMENT COMPANY

ITEM 5.  OTHER EVENTS

         On April 9, 1997, TIS Mortgage Investment Company announced that its
Annual Meeting of Stockholders will be held on May 29, 1997, at 10:00 a.m.,
local time, at the Hyatt Burlingame in Burlingame, California.  The Company also
announced that the Record Date for the Annual Meeting will be April 23, 1997,
and that any stockholder desiring to nominate directors or propose business to
be considered at the 1997 Annual Meeting must deliver written notice, in a form
complying with the By-Laws of the Company, that is received by the Company no
later than the close of business on April 21, 1997.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
<TABLE> 
<CAPTION> 
<S>                    <C> 
EXHIBIT NO.            DESCRIPTION OF EXHIBITS
- -----------            -----------------------

99.1                   Press Release dated April 9, 1997

</TABLE> 

                                 SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                         TIS MORTGAGE INVESTMENT COMPANY


Dated: April 10, 1997  By /s/ John E. Castello
                          --------------------------------------------------
                              JOHN E. CASTELLO, Executive Vice President and
                              Chief Financial Officer
<PAGE>
 
                                 EXHIBIT INDEX

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<CAPTION> 
<S>                    <C>                                             <C>    
EXHIBIT NO.            ITEM                                            PAGE NO.
- -----------            ----                                            --------

99.1                   Press Release dated April 9, 1997                      4

</TABLE> 

<PAGE>
 
                                                                    EXHIBIT 99.1
                                                              (NYSE:TIS)
CONTACT:  John Castello
          (415) 393-8000

          FOR IMMEDIATE RELEASE
          ---------------------

TIS MORTGAGE INVESTMENT COMPANY SETS DATE OF 1997 ANNUAL MEETING OF STOCKHOLDERS

          SAN FRANCISCO, CALIFORNIA, April 9, 1997, -- TIS Mortgage Investment
Company (NYSE Symbol:  TIS, the "Company") announced today that the 1997 Annual
Meeting of Stockholders will be held on May 29, 1997, at 10:00 a.m., local time,
at the Hyatt Burlingame in Burlingame, California.  The Record Date for the
Annual Meeting will be April 23, 1997.  The election of three directors to the
Company's Board of Directors and the ratification of the Company's auditors will
be considered at the 1997 Annual Meeting of Stockholders.

          Pursuant to the terms of the Company's By-Laws, any stockholder
desiring to nominate directors or propose business to be considered at the 1997
Annual Meeting of Stockholders must deliver written notice in a form complying
with the By-Laws, and such notice must be received by the Company no later than
the close of business on April 21, 1997.  Nominations and business not proposed
in accordance with the Company's By-Laws will not be considered at the 1997
Annual Meeting of Stockholders.

               TIS Mortgage Investment Company is a San Francisco-based Real
Estate Investment Trust.

          This news release may contain forward-looking statements that involve
risks and uncertainties detailed from time to time in the reports filed by the
Company with the U.S. Securities and Exchange Commission, including reports on
Forms 10-Q and 10-K.


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