<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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-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:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(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):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / 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:
------------------------------------------------------------------------
(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>
TOTALLY IGNORED STOCKHOLDERS COMMITTEE
OF
TIS MORTGAGE INVESTMENT COMPANY
C/O TURKEY VULTURE FUND XIII, LTD.
7001 CENTER STREET
MENTOR, OHIO 44060
MAY 13, 1997
NO THANKSGIVING FOR THIS TURKEY
TIS recently sent you a letter stating that: "A vote on the white proxy card
will protect your investment". The graph on the following pages shows how the
current Directors of TIS, seven of whom have been in office since 1988 when TIS
began operations, have failed completely to protect your investment.
Turn the page and ask yourself: IS THIS A RECORD WORTHY OF SUPPORT?
<PAGE>
TIS MORTGAGE
INVESTMENT COMPANY
STOCK
[STOCK PRICE GRAPH]
<TABLE>
<CAPTION>
12/31/88 12/31/89 12/31/90 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- -------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$10.00 $8.625 $7.50 $9.375 $4.375 $2.25 $2.25 $2.25 $0.9375
</TABLE>
IT'S TIME FOR
A CHANGE -- VOTE THE BLUE
PROXY - PLEASE MAIL YOUR BLUE PROXY BEFORE MAY 23.
<PAGE>
WE CAN BENEFIT ALL STOCKHOLDERS
The TIS May 9 letter accused Richard M. Osborne and his investment fund,
Turkey Vulture Fund, XIII, Ltd., of being interested only in personal profit
at the expense of TIS stockholders. LET'S LOOK AT THE RECORD on some of Mr.
Osborne's previous investments:
1. Brandywine Realty Trust is a REIT trading on the American Stock
Exchange. In January 1996, Mr. Osborne bought more than 500,000 shares at a
time when the stock was trading at $11.40 - $12.75 (adjusted for a 1-for-3
stock split). Brandywine named Mr. Osborne to its Board on February 9, 1996.
On May 9, 1997, Brandywine's stock closed at $19.25 per share. Mr. Osborne
was reelected to the Brandywine Board at its Annual Meeting on May 12, 1997.
According to Brandywine's 1996 Annual Report, Brandywine was the Number One
performing office REIT in the U. S. in 1996, "...with a total shareholder
return (consisting of both share appreciation and dividend distributions) of
91.6% for the twelve month period ended December 31, 1996..."
2. Haverfield Corporation is a financial services holding company
trading on the NASDAQ system. Mr. Osborne bought his first shares in
November 1995 at $13.875 per share. As early as February 1996, Mr. Osborne
began pressing management of Haverfield to take action to maximize
shareholder value. On April 22, 1997, Haverfield signed an agreement to
merge with Charter One Financial, Inc. in a stock-for-stock exchange in which
the stockholders of Haverfield will receive stock valued at $27.00.
There is one fact common to both these companies - ALL THE STOCKHOLDERS
BENEFITED along with Mr. Osborne following his investment.
The TIS Committee believes that the TIS Board also needs to be pressured
to increase shareholder value and that ALL its stockholders will benefit from
a change in the Board of Directors. We urge you to vote for the three
nominees of the TIS Committee by returning the BLUE proxy card.
<PAGE>
Your vote is important. No matter how many or how few shares you own, please
vote for the TIS Committee's nominees by
SIGNING, DATING and MAILING the enclosed
BLUE proxy card TODAY in the postage paid
envelope provided.
The TIS Committee urges you NOT TO RETURN
ANY WHITE PROXY CARD sent to you by the
incumbent Board of Directors
If you own shares in the name of a brokerage firm, you will not be able to
vote your shares in person at the Annual Meeting. Moreover, your broker
cannot vote your shares unless he receives your specific instructions.
Please sign, date and return the BLUE PROXY CARD in the envelope that has
been provided by your broker.
Sincerely,
Totally Ignored Stockholders Committee
IF YOU HAVE ANY QUESTIONS ABOUT HOW TO VOTE YOUR SHARES, PLEASE CALL OUR
PROXY SOLICITOR AT 1-800-854-9486.
Beacon Hill Partners
90 Broad Street
New York, NY 10004
1-800-854-9486
