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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
TIS MORTGAGE INVESTMENT CO.
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part 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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Notes:
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TIS MORTGAGE INVESTMENT COMPANY
SUPPLEMENTAL MESSAGE TO SHAREHOLDERS
May 21, 1997
Dear Fellow Shareholder:
By now, you have received the blue proxy card mailed by Turkey Vulture Fund
XIII and its representatives (the "VULTURES"). Do not be fooled by their
reference to the "Totally Ignored Stockholders Committee." Two of the three
individuals on the "Stockholders" committee do not own any shares of the
Company, and the third owns his shares through TURKEY VULTURE FUND XIII, LTD.
It is clear to the Company that the VULTURES are attempting to conceal their
true identity (and self-serving purpose) by choosing a clever name to hide
behind rather than identifying themselves as the VULTURES they really are.
THE VULTURES DO NOT DENY THEY HAVE NO PLAN TO BENEFIT STOCKHOLDERS.
MANAGEMENT CONTINUES TO BELIEVE THAT THE VULTURES INTEND TO BENEFIT THEMSELVES
AT THE EXPENSE OF OTHER STOCKHOLDERS.
The VULTURES' public filings with the Securities and Exchange Commission
indicate that THE VULTURES HAVE NO PLAN TO BENEFIT THE COMPANY OR ITS
STOCKHOLDERS. Their attacks on the existing Board of Directors and management
are nothing more than empty rhetoric. They claim they will develop their plan
later if you trust them now with your vote.
THE VULTURES LIKE SPECIAL DEALS TO BENEFIT THEMSELVES
AT THE EXPENSE OF OTHER STOCKHOLDERS
The Vultures told you in earlier mailings they want your company to pay
their expenses to obtain Board seats and that they will not seek your approval
of these expenses unless required by law. They have a history of seeking
special deals at the expense of other stockholders such as their obtaining a
premium to market price for their shares of First Union Real Estate Equity and
Mortgage Investments when they settled a proxy contest with First Union. They
offer you no plan to benefit stockholders and use a flatly misleading
reference to "Totally Ignored Stockholders Committee" to hide the fact that
they are VULTURES.
CAN YOU TRUST THE VULTURES?
TIS management doesn't think so. Despite the VULTURES' accusations, the
Company is not spending "your money" on a lawsuit to keep you from having a
choice in the upcoming election of directors. Rather, funds are being spent to
protect the interest of all shareholders from the VULTURES. THE COMPANY
BELIEVES THE ACTIONS OF THE VULTURES VIOLATE APPLICABLE LAW, AND THAT THEY
SHOULD NOT BE ALLOWED TO PROCEED.
NO MATTER HOW MANY SHARES YOU HOLD, YOUR VOTE IS IMPORTANT.
IF YOU HAVE RETURNED A BLUE PROXY CARD, IT CAN BE REVOKED
BY RETURNING THE ENCLOSED WHITE PROXY BALLOT TODAY.
PLEASE VOTE USING THE ATTACHED WHITE PROXY CARD.
DO NOT VOTE THE BLUE CARD
A BLUE VOTE IS A VOTE FOR THE VULTURES
If you have any questions regarding how to vote your shares, please contact
the Company's proxy solicitor (MacKenzie Partners, Inc.) at 1-800-322-2885.
Sincerely,
Lorraine O. Legg
Chairman of the Board
President and Shareholder
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TIS MORTGAGE INVESTMENT COMPANY
SUPPLEMENTAL PROXY STATEMENT DISCLOSURE
May 21, 1997
This Supplemental Proxy Statement Disclosure, which is first being sent to
stockholders on or about May 22, 1997, is furnished by TIS Mortgage Investment
Company, a Maryland corporation (the "Company") to supplement its April 23,
1997, Proxy Statement (the "Proxy Statement") provided in connection with the
Company's Annual Meeting (the "Annual Meeting") scheduled for May 29, 1997, at
10:00 a.m., and any adjournments thereof, at the Hyatt Burlingame, Burlingame,
California. The Proxy Statement was provided in connection with the
solicitation by the Company's Board of Directors for use at the Annual
Meeting.
SOLICITATION
The costs of this proxy solicitation will be borne by the Company. Proxies
may be solicited by mail, personal interview, telephone, telefax and
advertisements. Proxies are expected to be solicited by directors and officers
of the Company. The directors and officers who assist in the solicitation will
not receive any additional compensation for such services and will perform
such services in addition to their usual duties. The Company has retained
MacKenzie Partners, Inc. ("MacKenzie") to assist in the solicitation of
proxies from brokers, nominees and individuals. MacKenzie's estimated fee for
this service is $50,000 plus reimbursement for out of pocket expenses. It is
estimated that MacKenzie will employ approximately 30 persons to solicit
proxies on behalf of the Board of Directors for the Annual Meeting. The
Company believes that it will incur additional expenses for attorneys' fees
and printing and other miscellaneous expenses in the approximate amount of
$50,000. The Company will also request brokers and other nominees who hold
stock of the Company to forward solicitation material to the beneficial owners
of the Common Stock held of record by them and will reimburse them for their
reasonable out of pocket expenses in forwarding such solicitation materials.
Certain information about the directors, director nominees, and officers of
the Company who may also solicit proxies is set forth in the attached Schedule
I. Schedule II sets forth certain information relating to shares of Common
Stock owned by such parties and certain transactions between any of them and
the Company.
By Order of the Board of Directors
John E. Castello,
Executive Vice President and
Chief Financial Officer
San Francisco, California
May 21, 1997
1
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SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS, DIRECTOR NOMINEES,
AND EXECUTIVE OFFICERS
The following table sets forth the name and the present principal occupation
or employment (except with respect to the directors, each of whose principal
occupation is set forth in the Proxy Statement filed April 23, 1997), and the
name, principal business and address of any corporation or other organization
in which such employment is carried on, of (1) the directors, director
nominees and executive officers of the Company and (2) certain employees of
the Company who may assist in soliciting proxies form stockholders of the
Company. Unless otherwise indicated below, the principal business address of
each such person is 655 Montgomery Street, Suite 800, San Francisco,
California 94111, and such person is an employee of the Company.
DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
NAME AND PRINCIPAL PRINCIPAL OCCUPATION OR
BUSINESS ADDRESS EMPLOYMENT
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<S> <C>
John D. Boyce.................................. (1)
Robert H. Edelstein............................ (1)
Patricia M. Howe............................... (1)
Douglas B. Fletcher............................ (1)
Robert W. Ledoux............................... (1)
Lorraine O. Legg............................... (1)
Melvin W. Petersen............................. (1)
Will M. Storey................................. (1)
John E. Castello............................... (2)
</TABLE>
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(1) Mrs. Howe and Legg, and Messrs. Boyce, Edelstein, Fletcher, Ledoux,
Petersen and Storey are currently directors of the Company. A complete
description of each directors' principal occupation or employment and the
principal business of any corporation or other organization in which such
employment is carried on is contained in the Proxy Statement.
(2) Mr. Castello is an executive officer of the Company, whose business
address is set forth above and whose principal occupation is Chief
Financial Officer of the Company.
I-1
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SCHEDULE II
SHARES HELD BY DIRECTORS, DIRECTOR NOMINEES AND
EXECUTIVE OFFICERS OF THE COMPANY AND
CERTAIN TRANSACTIONS BETWEEN ANY OF THEM AND THE COMPANY
The shares of common stock held by directors, including director nominees
and Mr. Castello are set forth in the Proxy Statement.
PURCHASES AND SALES OF SECURITIES
The following table sets forth information concerning all purchases and
sales of securities of the Company by directors, director nominees and
officers since May 9, 1995:
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
DIRECTORS AND DATE OF COMMON
DIRECTOR NOMINEES: TRANSACTION NATURE OF TRANSACTION STOCK
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<S> <C> <C> <C>
Robert H. Edelstein......... 03/09/96 Purchase of Common Stock 1,000
12/31/96 Dividend Reinvestment Program 24
Patricia M. Howe............ 03/25/96 Transfer from Estate 3,820
Douglas B. Fletcher......... 12/07/96 Purchase of Common Stock 2,500
12/20/96 Purchase of Common Stock 1,100
12/23/96 Purchase of Common Stock 3,900
Robert W. Ledoux............ 12/01/96 Purchase of Common Stock 2,500
Lorraine O. Legg............ 04/18/96 Purchase of Common Stock 3,000
04/30/96 Purchase of Common Stock 100
05/01/96 Purchase of Common Stock 600
05/30/96 Purchase of Common Stock 2,000
12/05/96 Purchase of Common Stock 5,000
12/05/96 Purchase of Common Stock 5,000
Melvin W. Petersen.......... 12/07/95 Purchase of Common Stock 5,000
12/11/95 Purchase of Common Stock 5,000
12/28/95 Purchase of Common Stock 3,800
01/02/96 Purchase of Common Stock 6,200
04/09/96 Purchase of Common Stock 3,500
04/10/96 Purchase of Common Stock 1,500
Will M. Storey.............. 12/31/96 Dividend Reinvestment Program 492
OFFICERS:
John Castello............... 02/29/96 Purchase of Common Stock 5,000
04/18/96 Purchase of Common Stock 2,000
05/18/96 Purchase of Common Stock 1,000
06/17/96 Purchase of Common Stock 1,000
06/28/96 Purchase of Common Stock 200
12/19/96 Purchase of Common Stock 4,000
12/31/96 Purchase of Common Stock 3,000
</TABLE>
Ms. Legg and Mr. Castello have an employment agreement with the Company. The
material terms of each agreement is set forth in the Company's previously
filed Definitive Proxy Statement. Ms. Legg, Mr. Castello and each non-employee
director of the Company receive stock options as set forth in the previously
filed Definitive Proxy Statement.
I-2
