UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1 )*
TIS Mortgage Investment Company
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
8725-27-10
- --------------------------------------------------------------------------------
(CUSIP Number)
James G. Lewis, Esq., Third Capital, LLC, Ninth Floor, 314 Church Street,
Nashville, Tennessee 37201, (615) 255-3199
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 22, 1998
- --------------------------------------------------------------------------------
(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).
<PAGE>
<TABLE>
<CAPTION>
CUSIP No. 8725-27-10
SCHEDULE 13D
<S> <C>
- -------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Capital, LLC
- -------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- -------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- -------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
- -------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
- -------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------------------------
8 SHARED VOTING POWER
760,000 (see Items 3 and 5)
-----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
760,000 (see Items 3 and 5)
-----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,000 (see Items 3 and 5)
- --------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
- --------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.38% (see item 5)
- --------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------------------------------------------
Page 2 of 8
<PAGE>
CUSIP No. 8725-27-10
SCHEDULE 13D
- --------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher L. Jarratt
- --------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 20,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------------------------
8 SHARED VOTING POWER
None
-----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
20,000
-----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
- --------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
- --------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%
- --------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------------------------------------------
Page 3 of 8
<PAGE>
CUSIP No. 8725-27-10
SCHEDULE 13D
- --------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James G. Lewis
- --------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ X ]
(b) [ ]
- --------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
- --------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
- --------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------------------------------
8 SHARED VOTING POWER
None
-----------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
12,000
-----------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
- --------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,000
- --------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
- --------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15% (see item 5)
- --------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4 of 8
<PAGE>
CUSIP No. 8725-27-10
This Amendment No.1 to Schedule 13D is filed on behalf of Third Capital,
LLC, a Tennessee limited liability company ("Third Capital"), Christopher L.
Jarratt ("Jarratt") and James G. Lewis ("Lewis"), for the purpose of reporting
the following amendment and supplement to Item 4 by Third Capital, Jarratt and
Lewis regarding TIS Mortgage Investment Company, a Maryland corporation ("TIS"
or the "Company").
Item 4. Purpose of Transaction.
----------------------
Item 4 of Schedule 13D is hereby amended and supplemented as follows:
On April 22, 1998, Jarratt sent a letter to Lorraine O. Legg, President of
TIS, demanding that the Directors of TIS call and schedule an annual meeting of
the shareholders of TIS as soon as possible. The last annual meeting was held on
May 29, 1997, and no election of directors has taken place since that date. As
set forth in the letter, Section 1.1 of the By-laws of TIS requires that an
annual meeting of shareholders take place within the month of May each year. As
of the date of this filing, Jarratt has received no response to his demand. A
copy of Jarratt's April 22, 1998 letter is attached hereto as Exhibit 7.4 and is
hereby incorporated by reference.
Also, on April 22, 1998, Third Capital, Jarratt and Lewis (collectively,
the "Investors") sent a letter to the Board of Directors of TIS repeating the
demand in Jarratt's letter to Ms. Legg that an annual meeting of shareholders of
TIS be called. The letter reminded the Board that the company's shareholders
ousted Ms. Legg as Chairman and a Director of TIS at last year's annual
shareholders meeting by an overwhelming vote of 77% to 23%. This vote was
against Ms. Legg and in favor of individuals comprising the Totally Ignored
Shareholders' Committee, including Messrs. Jarratt, and Lewis. In ignoring this
shareholder vote, and immediately appointing Ms. Legg as a director and electing
to continue her position as President of TIS, the Investors believe that the TIS
Board of Directors has shown a blatant disregard for the wishes of the
shareholders and has wasted corporate assets.
In addition to the By-law requirement for shareholder annual meetings, the
Investors stated 3 reasons why the Board should immediately call a meeting:
/bullet/ TIS is not in compliance with the NYSE continued listing requirements
and is in jeopardy of losing its NYSE listing unless new management
develops a strategic plan acceptable to the NYSE that will bring TIS
into compliance with NYSE requirements. Management has shown an
unwillingness to develop such a plan. Further, TIS, in a violation of
its disclosure requirements, failed to inform its shareholders, on a
timely basis, of the potential loss of the NYSE listing.
/bullet/ TIS' general and administrative expenses, which increased again to
$1,443,000 in 1997, are much too high for a real estate company
having a book value of only $10,629,000; TIS needs to take immediate
action to reduce these expenses before TIS becomes insolvent.
Page 5 of 8
<PAGE>
CUSIP No. 8725-27-10
/bullet/ The Investors have been contacted by stockholders, which, when
combined with the Investors' stock ownership and voting rights,
constitute over 35% of TIS' outstanding stock. Such stockholders
have expressed a desire to hold the annual meeting immediately and
have indicated they would like to vote in favor individuals selected
by the Investors to fill the three (3) Class I directorships to be
elected at the May annual meeting.
The letter concluded that if the Board does not call for the annual meeting
of shareholders before May 1, 1998, the Investors will have no choice but to
take all action legally available to the Investors to protect the shareholders'
interest and prevent the further waste of corporate assets. A copy of the
Investor's April 22, 1998, letter is attached hereto as Exhibit 7.3 and is
hereby incorporated by reference.
Page 6 of 8
<PAGE>
CUSIP No. 8725-27-10
Copies of such correspondence are attached hereto and incorporated herein
as Exhibits 7.3 and 7.4.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit 7.3 Correspondence to Directors dated April 22, 1998
Exhibit 7.4 Correspondence to Lorraine O. Legg from Jarratt dated
April 22, 1998, demanding an annual meeting of
shareholders be called and scheduled
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the
Page 7 of 8
<PAGE>
CUSIP No. 8725-27-10
information set forth in this statement is true, complete and correct.
Dated: April 23, 1998 THIRD CAPITAL, LLC
By: /s/ C. L. Jarratt
--------------------------------
C. L. Jarratt, Chief Manager
Page 8 of 8
THIRD CAPITAL, LLC
NINTH FLOOR
314 CHURCH STREET
NASHVILLE, TENNESSEE 37201
FAX: 615.255.3190
615.255.3199
April 22, 1998
Board of Directors
TIS Mortgage Investment Company
(see attached distribution list)
Re: TIS Mortgage Investment Company ("TIS" or the "Company")
Ladies and Gentlemen:
As you know, we have been trying for the past several months to convince the
Board of Directors to call the Annual Meeting of TIS in order to elect three (3)
Class I directors as provided in the Company's Articles of Incorporation and By-
Laws.
This has been a futile attempt and we are now convinced that, in spite of the
desires of 4 of the 9 current directors of Company, the remaining 5 directors
will not take any action unless it is approved by Lorraine O. Legg.
The shareholders ousted Ms. Legg as Chairman and a Director of the Company at
last year's annual shareholders meeting by an overwhelming vote of 77% to 23%.
This vote was against Ms. Legg and in favor of individuals comprising the
Totally Ignored Shareholders' Committee. In ignoring this shareholder vote, and
immediately appointing Ms. Legg as a director and electing to continue her
position as President of TIS, this Board has shown a blatant disregard for the
wishes of the shareholders and has wasted corporate assets.
In our capacity as fiduciaries of TIS, we feel it is our duty to ask the Board
once more to call the Annual Meeting of Shareholders and forego the needless
waste of corporate assets which will be used in a protracted proxy contest
and/or legal battle.
As a reminder, the reasons we are demanding that the Board of Directors
immediately call the Annual Meeting are as follows:
/bullet/ Section 1.1 of the By-Laws of TIS require that the Company hold its
annual meeting of the stockholders within the month of May; any
<PAGE>
stockholder relying on this provision could hold the Company and its
Board of Directors responsible for not taking the action specified.
/bullet/ The Company is not in compliance with the NYSE continued listing
requirements and is in jeopardy of losing its NYSE listing unless new
management develops a strategic plan acceptable to the NYSE that will
bring the Company into compliance with NYSE requirements. Management
has shown an unwillingness to develop such a plan. Further, the
Company, in a violation of its disclosure requirements, failed to
inform its shareholders, on a timely basis, of the potential loss of
the NYSE listing.
/bullet/ The Company's general and administrative expenses, which increased
again to $1,443,000 in 1997, are much too high for a real estate
company having a book value of only $10,629,000; we need to take
immediate action to reduce these expenses before the Company becomes
insolvent.
/bullet/ We have been contacted by stockholders, which, when combined with our
stock ownership and voting rights, constitute over 35% of the
Company's outstanding stock. They have expressed a desire to hold the
Annual Meeting immediately and have indicated they would like to vote
in favor individuals selected by us to fill the 3 Class I
directorships to be elected in the May Annual Meeting.
The shareholder support in favor of us and against management was overwhelming
last year and we expect the same support this year. In light of the current
status of the Company, and the various facts of the past few years (many of
which are outlined in this letter), we believe the inaction of the other 5
directors constitutes a gross neglect of their duty to the shareholders of TIS.
Further inaction will only serve to delay the recovery of TIS and expose the
entire Board to liability for breach of fiduciary duty, failure to follow the
Company's own By-Laws, and corporate waste.
If the Board of Directors does not call for the Annual Meeting of the Company's
shareholders before Friday, May 1, 1998, we will have no choice but to take all
action legally available to us to protect the shareholders' interests and
prevent the further waste of corporate assets.
Very Truly Yours,
/s/ James G. Lewis
---------------------
James G. Lewis
2
CHRISTOPHER L. JARRATT
314 Church Street
Nashville, Tennessee 37201
Fax: 615.255.3190
615.255.3199
April 22, 1998
Ms. Lorraine O. Legg, President
TIS Mortgage Investment Company
655 Montgomery Street, Suite 800
San Francisco, CA 94111
Dear Ms. Legg:
The undersigned, as a record shareholder of TIS Mortgage Investment
Company ("TIS"), a Director of TIS, and the proxy holder to vote 760,000 shares
of TIS' common stock at the next annual meeting for the election of Directors,
hereby demands that the Directors of TIS call and schedule an annual meeting of
shareholders as soon as possible. The last annual meeting was held on May 29,
1997, and no election of Directors has taken place since that date.
The By-laws of TIS, in Section 1.1, require that an annual meeting of
shareholders take place within the month of May of each year.
Please advise James G. Lewis (615) 255-3199 of Third Capital, LLC., 9th
Floor, 314 Church Street, Nashville, TN 37201, by Friday, May 1, 1998, as to
your response to this demand.
Sincerely,
/s/ Christopher L. Jarratt
--------------------------
Christopher L. Jarratt
