UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
TIS Mortgage Investment Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
8725-27-10
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(CUSIP Number)
James G. Lewis, Esq., Third Capital, LLC, Ninth Floor, 314 Church Street,
Nashville, Tennessee 37201, (615) 255-3199
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 16, 1998
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(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>
CUSIP No. 8725-27-10
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Capital, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
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Page 2 of 11
<PAGE>
CUSIP No. 8725-27-10
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WITH
8 SHARED VOTING POWER
760,000 (see Items 3 and 5)
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9 SOLE DISPOSITIVE POWER
760,000 (see Items 3 and 5)
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,000 (see Items 3 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.38% (see item 5)
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher L. Jarratt
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
Page 3 of 11
<PAGE>
CUSIP No. 8725-27-10
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(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES 20,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
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Page 4 of 11
<PAGE>
CUSIP No. 8725-27-10
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20,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.25%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James G. Lewis
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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Page 5 of 11
<PAGE>
CUSIP No. 8725-27-10
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PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES 12,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
12,000
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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Page 6 of 11
<PAGE>
CUSIP No. 8725-27-10
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PERSON
12,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[---]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.15% (see item 5)
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14 TYPE OF REPORTING PERSON*
IN
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This original Schedule 13D Statement 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 ownership by Jarratt and Lewis of common stock, $0.001 par
value per share, of TIS Mortgage Investment Company, a Maryland corporation
("TIS" or the "Company"), and the acquisition by Third Capital of certain rights
to acquire shares of common stock, $0.001 par value per share, of TIS.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of Common Stock,
$0.001 par value per share (the "Shares"), of TIS Mortgage Investment Company, a
Maryland corporation ("TIS"), which has its principal executive offices at 655
Montgomery Street, Suite 800, San Francisco, California 94111.
Item 2. Identity and Background.
(a) The persons filing this Schedule 13D is Third Capital, LLC, a
Tennessee limited liability company ("Third Capital"), Christopher L. Jarratt
and James G. Lewis. Christopher L. Jarratt is the Chief Manager of Third
Capital. Mr. Jarratt and Mr. Lewis are the only members of Third Capital. Mr.
Jarratt and Mr. Lewis are Directors of TIS.
(b) The principal business address of Third Capital, Mr. Jarratt and Mr.
Lewis is 314 Church Street, Ninth Floor, Nashville, Tennessee 37201.
(c) The principal business of Third Capital, Mr. Jarratt and Mr. Lewis is
to acquire, hold, sell or otherwise invest in all types of real estate and
related securities, and to conduct various real estate advisory activities.
Page 7 of 11
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CUSIP No. 8725-27-10
(d) Negative with respect to Third Capital, Mr. Jarratt and Mr. Lewis.
(e) Negative with respect to Third Capital, Mr. Jarratt and Mr. Lewis.
(f) Third Capital, LLC is a limited liability company organized under
the laws of the State of Tennessee. Mr. Jarratt and Mr. Lewis are citizens of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the terms of an option agreement which is attached hereto as
Exhibit 7.1 (the "Option"), Turkey Vulture Fund XIII, Ltd., an Ohio limited
liability company (the "Fund") granted Third Capital the right to purchase from
the Fund 760,000 shares of common stock, $0.001 par value, of TIS Mortgage
Investment Company, a Maryland corporation. If the Option is exercised prior to
August 1, 1998, the exercise price shall be equal to the greater of $2.00 per
common share or the then "current market price" (as defined in the Option). If
the Option is exercised thereafter during the option term, the exercise price
shall be equal to the greater of $2.25 per common share or the then "current
market price". The Option expires on the earlier of (i) March 31, 1999, or (ii)
120 days following the Company's next annual meeting at which a minimum of 3
directors are elected to serve on the Company's Board of Directors; subject to
earlier termination under certain conditions described in the Option.
The Shares reported herein as having been acquired by Mr. Jarratt were
purchased for the aggregate purchase price of approximately $22,500.00 with Mr.
Jarratt's personal funds.
The Shares reported herein as having been acquired by Mr. Lewis were
purchased for the aggregate purchase price of approximately $13,500.00 with Mr.
Lewis' personal funds.
Item 4. Purpose of Transaction.
As part of this transaction, the Fund executed an Irrevocable Proxy
(which is attached hereto as part of Exhibit 7.1) granting Christopher L.
Jarratt, or in his absence, James G. Lewis, the right to vote 760,000 shares of
common stock of the Company for the limited purpose of voting as the Fund's
proxy for the election of individuals to serve as directors for the Company. The
Irrevocable Proxy expires on the earlier of (i) March 31, 1999, or (ii) 120 days
following the Company's next annual meeting at which a minimum of 3 directors
are elected to serve on the Company's Board of Directors; subject to earlier
expiration under certain conditions described in the Irrevocable Proxy.
Third Capital, Mr. Jarratt and Mr. Lewis purchased the common stock and
acquired the rights described herein for the purpose of investment and to effect
the management, business strategies and operations of TIS Mortgage Investment
Company.
Mr. Jarratt and Mr. Lewis were members of the Totally Ignored
Stockholders Committee ("TIS Committee"), a committee formed in April, 1997, by
the Fund, Mr. Jarratt and Mr. Lewis
Page 8 of 11
<PAGE>
CUSIP No. 8725-27-10
to implement changes in the management and Board of Directors of the Company in
order to enhance shareholder value. In May, 1997, Mr. Jarratt and Mr. Lewis were
elected by the shareholders of TIS to serve as Directors for the Company.
Mr. Jarratt and Mr. Lewis have had discussions with the Board of
Directors of TIS and Lorraine O. Legg (the Company's President and recently
appointed Director) regarding the Company's management and business strategies.
These discussions primarily related to the filing group's opinion that in order
to enhance shareholder value: (1) there should be a change of management at the
Company, (2) substantial steps should be taken to reduce overhead expenses of
the Company, and (3) the Company should be recapitalized in a manner that would
(i) bring the Company into compliance with the continued listing standards for
NYSE listed companies, (ii) not jeopardize the use of the Company's net
operating loss carryforwards, and (iii) not jeopardize the Company's REIT
status.
The filing group intends to continue discussions with the management
and Board of Directors of the Company concerning ways to enhance shareholder
value. The terms, conditions and structure of any recapitalization or management
change will depend on, among other things, (1) the reactions of management and
the Board of Directors to the filing group's proposals, (2) the filing group's
completion of its due diligence regarding the Company, and (3) other relevant
factors. There can be no assurance that any recapitalization, management change
or other transaction will occur.
In the event that the filing group is unsuccessful in its attempt to
implement the changes described above through discussions with management and
the Board of Directors, the filing group intends to nominate individuals to
serve as Directors on the Company's Board of Directors at the next meeting of
the Company's shareholders.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item 4, neither Third
Capital, Mr. Jarratt nor Mr. Lewis presently has plans or proposals that relate
to or would result in any of the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving TIS;
(ii) the sale or disposition of a material amount of assets of the TIS;
(iii) a material change in the present capitalization or dividend policy
of TIS;
(iv) a material change in the business or corporate structure of TIS;
(v) a change to the Articles of Incorporation or Bylaws of TIS or an
impediment to the acquisition of control of TIS by any person;
(vi) the delisting from any national securities exchange of the Shares;
Page 9 of 11
<PAGE>
CUSIP No. 8725-27-10
(vii) a class of equity securities of TIS becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(viii) any action similar to any of those enumerated in (i) through
(vii) above.
Third Capital, Mr. Jarratt and Mr. Lewis reserve the right to modify
their plans and proposals described in this Item 4. Further, subject to
applicable laws and regulations, they may formulate plans and proposals that may
result in the occurrence of an event set forth in (i) through (viii) above or in
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by TIS, there are 8,105,880 Shares outstanding.
In the event Third Capital exercises all of its rights to purchase
Shares under the Option, Third Capital will own 760,000 Shares, or approximately
9.38% of the outstanding Shares. Mr. Jarratt, as Chief Manager of Third Capital,
may be deemed to beneficially own such Shares.
Christopher L. Jarratt currently owns 20,000 Shares, or
approximately 0.25% of the outstanding Shares. James G. Lewis currently owns
12,000 Shares, or approximately 0.15% of the outstanding Shares.
Because Mr. Jarratt is the Chief Manager of Third Capital and Mr.
Jarratt and Mr. Lewis are both members of Third Capital, Third Capital, Mr.
Jarratt and Mr. Lewis may be deemed members of a group under Rule 13D-5 of
the Exchange Act. Together, Third Capital, Mr. Jarratt and Mr. Lewis
beneficially own 792,000 Shares, or approximately 9.77% of the outstanding
Shares.
(b) Mr. Jarratt, or in his absence Mr. Lewis, has been granted an
irrovacable proxy by the Fund to vote 760,000 Shares, or approximately 9.38% of
the outstanding Shares for the limited purpose of voting as the Fund's proxy for
the election of individuals to serve as directors for the Company. The terms and
conditions of this proxy are fully set forth in the agreement which is attached
hereto as Exhibit 7.1. If Third Capital exercises the Option, Mr. Jarratt, as
Chief Manager of Third Capital, will have the sole power to vote, or to direct
the voting of, and the sole power to dispose or to direct the disposition of the
760,000 Shares subject to the Option. Mr. Jarratt has the sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, all Shares owned by him. Mr. Lewis has the sole power to vote,
or to direct the voting of, and the sole power to dispose or to direct the
disposition of, all Shares owned by him.
(c) During the past 60 days, Third Capital has acquired the right to
purchase 760,000 Shares pursuant to the terms of the option agreement which is
attached hereto as Exhibit 7.1. Neither Mr. Jarratt nor Mr. Lewis acquired any
Shares in the past 60 days.
Page 10 of 11
<PAGE>
CUSIP No. 8725-27-10
(d) No person other than Third Capital and its members have the right to
receive or the power to direct the receipt of dividends or the proceeds from the
sale of the securities being reported herein.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as described in Items 3 and 4, Third Capital has no contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any security of TIS, including, but not limited to, transfer or
voting of any securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Option Agreement and Irrevocable Proxy
Exhibit 7.2 Agreement of Joint Filing
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 19, 1998 THIRD CAPITAL, LLC
By: /s/ C. L. Jarratt
--------------------------------
C. L. Jarratt, Chief Manager
Page 11 of 11
THIRD CAPITAL, LLC
NINTH FLOOR
314 CHURCH STREET
NASHVILLE, TENNESSEE 37201
FAX: 615.255.3190
615.255.3199
OPTION TO PURCHASE 760,000 COMMON SHARES
OF
TIS MORTGAGE INVESTMENT COMPANY
This Agreement entered into on March 16, 1998, is executed by and between Third
Capital, LLC ("Third Capital") and Turkey Vulture Fund XIII, Ltd. (the "Fund")
regarding certain shares of stock the Fund owns in TIS Mortgage Investment
Company ("TIS" or the "Company").
NOW THEREFORE, in consideration of good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:
1. The Fund owns a minimum of 760,000 shares of common stock of TIS (the
"Shares").
2. The Fund hereby grants Third Capital the option to purchase the Shares
at any time prior to March 31, 1999. If this option is exercised prior to
August 1, 1998, the exercise price shall be equal to the greater of $2.00
per common share or the then "current market price". If this option is
exercised thereafter during the option term (as defined in paragraph 7
hereof), the exercise price shall be equal to the greater of $2.25 per
common share or the then "current market price". Third Capital shall notify
the Fund in writing of its exercise of the option granted herein and
payment for the Shares shall be due in cash or wire transfer at closing.
"Current market price" shall mean the average of the last reported sale
price of TIS common stock on the ten trading days prior to the exercise of
the option.
3. The Fund hereby agrees that it will not sell, gift or otherwise transfer
the Shares (or any rights related thereto) so long as the option rights set
forth above shall remain outstanding.
4. The Fund hereby agrees to execute the Irrevocable Proxy attached hereto
as Exhibit A, which grants Christopher L. Jarratt the right to vote the
Shares for the election of Directors at the Company's next annual meeting.
5. Representations and Warranties of Third Capital.
A. Organization, Power and Good Standing. Third Capital is a limited
liability company duly organized, validly existing and in good standing
under the laws of the State of Tennessee, and has all requisite power and
authority to carry on its business as now conducted.
B. Authority. Third Capital has all necessary power and authority,
corporate and otherwise, to make, execute and deliver this Agreement and
all other agreements and documents to be executed and delivered by it
pursuant to this Agreement; and Third Capital has taken all necessary
actions required to be taken to authorize it to execute and deliver this
Agreement and such other agreements, and to perform all of its obligations,
undertakings and agreements
<PAGE>
to be observed and performed by it under this Agreement. This Agreement has
been duly executed and delivered by Third Capital, and constitutes the
valid and binding agreement of Third Capital enforceable against Third
Capital in accordance with its terms.
C. No Violation. The execution and delivery of this Agreement and the
consummation of the transaction contemplated by this Agreement will not
constitute a violation of, or be in conflict with, or result in a
cancellation of, or constitute a default under: (i) any term or provision
of the articles of organization or operating agreement (or other
organizational documents) of Third Capital; (ii) any judgment, decree,
order, regulation or rule of any court or governmental authority; (iii) any
statute or law; (iv) any contract, agreement, indenture, lease or other
commitment to which Third Capital is a party or by which it is bound; or
(v) cause any material change in the rights or obligations of any party
under any such contract, agreement, indenture, lease or commitment.
D. Material Facts. Representatives of Third Capital have disclosed to
representatives of the Fund all material facts regarding the Company, and
no such disclosure contains any untrue statement of a material fact or
omits to state a material fact necessary to make the statements therein not
misleading.
6. Representations and Warranties of the Fund.
A. Organization, Power and Good Standing. The Fund is a limited liability
company duly organized, validly existing and in good standing under the
laws of the State of Ohio, and has all requisite power and authority to
carry on its business as now conducted.
B. Authority. The Fund has all necessary power and authority, corporate and
otherwise, to make, execute and deliver this Agreement and all other
agreements and documents to be executed and delivered by it pursuant to
this Agreement; and the Fund has taken all necessary actions required to be
taken to authorize it to execute and deliver this Agreement and such other
agreements, and to perform all of its obligations, undertakings and
agreements to be observed and performed by it under this Agreement. This
Agreement has been duly executed and delivered by the Fund, and constitutes
the valid and binding agreement of the Fund enforceable against the Fund in
accordance with its terms.
C. No Violation. The execution and delivery of this Agreement and the
consummation of the transaction contemplated by this Agreement will not
constitute a violation of, or be in conflict with, or result in a
cancellation of, or constitute a default under: (i) any term or provision
of the articles of organization or operating agreement (or other
organizational documents) of Third Capital; (ii) any judgment, decree,
order, regulation or rule of any court or governmental authority; (iii) any
statute or law; (iv) any contract, agreement, indenture, lease or other
commitment to which Third Capital is a party or by which it is bound; or
(v) cause any material change in the rights or obligations of any party
under any such contract, agreement, indenture, lease or commitment.
2
<PAGE>
7. This agreement shall expire on the earlier of: (i) March 31, 1999, or
(ii) 120 days following the Company's next annual meeting at which a
minimum of 3 directors are elected to serve on the Company's Board of
Directors; provided that if by September 1, 1998, (i) Third Capital has not
filed a Schedule 14A regarding the election such directors with the
Securities and Exchange Commission, (ii) Third Capital has not commenced
legal proceedings to cause the Company to hold a meeting for the election
of directors, or (iii) as determined by the Fund in its sole discretion,
Third Capital has not taken substantial steps to require the Company to
hold a meeting for the election of such directors, the term of this option
shall expire automatically on September 1, 1998.
8. The parties agree that the normal rules of construction interpreting
documents against the drafter thereof shall not apply to this agreement
since both parties have been represented by legal counsel with respect to
the negotiation and drafting of this Agreement.
9. This Agreement will be binding upon and inure to the benefit of and be
enforceable by the respective heirs, legal representatives, successors and
permitted assigns of the parities hereto; provided, however, that none of
the rights or obligations of Third Capital may be assigned without the
prior written consent of the Fund, which consent may be withheld in the
Fund's sole discretion.
10. If any provision contained in this Agreement is invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of such provision in every other respect and of the
remaining provisions of the Agreement will not be in any way impaired.
11. This Agreement may be executed in two or more counterparts, each of
which will be deemed an original, but all of which together will constitute
one and the same instrument.
12. This Agreement will be governed, construed and enforced in accordance with
the internal laws of the State of Ohio, excluding any choice of law rules
which may direct the application of the laws of another jurisdiction.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the
date first above written.
THIRD CAPITAL:
Third Capital, LLC
By: /s/ C. L. Jarratt
------------------------------
C. L. Jarratt, Chief Manager
FUND:
Turkey Vulture Fund XIII, Ltd.
By: /s/ Richard M. Osborne
------------------------------
Richard M. Osborne, Manager
3
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
THIRD CAPITAL, LLC
By:/s/ Christopher L. Jarratt
---------------------------------------
Christopher L. Jarratt, Chief Manager
/s/ Christopher L. Jarratt
---------------------------------------
CHRISTOPHER L. JARRATT
/s/ James G. Lewis
---------------------------------------
JAMES G. LEWIS
