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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities 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)
872527106
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(CUSIP Number)
Lorraine O. Legg
655 Montgomery Street, Suite 800
San Francisco, California 94111
Telephone No. (415) 393-8000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 2, 1999
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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 (S)(S) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S) 240.13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages) (Page 1 of 11 Pages)
___________
*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).
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SCHEDULE 13D
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CUSIP NO. 872527106 PAGE 2 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pacific Securitization, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,613,070
OWNED BY
-----------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
9
PERSON WITH
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,613,070
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,613,070
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.1%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 872527106 PAGE 3 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E & L Associates, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,613,070
OWNED BY
-----------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
9
PERSON WITH
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,613,070
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,613,070
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.1%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 872527106 PAGE 4 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Corporate Capital Investment Advisors
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California
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SOLE VOTING POWER
7
NUMBER OF
0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,613,070
OWNED BY
-----------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
9
PERSON WITH
0
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,613,070
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,613,070
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
18.1%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 872527106 PAGE 5 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lorraine O. Legg
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
206,700
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,613,070
OWNED BY
-----------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
9
PERSON WITH
206,700
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,613,070
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,819,770
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.1%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 872527106 PAGE 6 OF 11 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patricia M. Howe
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF
154,820
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
1,613,070
OWNED BY
-----------------------------------------------------------
EACH REPORTING SOLE DISPOSITIVE POWER
9
PERSON WITH
154,820
-----------------------------------------------------------
SHARED DISPOSITIVE POWER
10
1,613,070
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,767,890
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
19.6%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
Common Stock, par value $.001 per share, of TIS Mortgage Investment Company (the
"Issuer"). The principal executive offices of the Issuer are located at 655
Montgomery Street, Suite 800, San Francisco, California 94111. For purposes of
this statement, based upon information provided by the Issuer, the reporting
persons believe that the number of shares of Issuer Common Stock outstanding on
this date is 8,893,250 shares.
Item 2. Identity and Background.
This statement is being filed jointly by Pacific Securitization, Inc.,
a California corporation ("Pacific"), E & L Associates, Inc., a California
corporation and the sole shareholder of Pacific ("E&L"), Corporate Capital
Investment Advisors, a California corporation and the sole shareholder of E&L
("CCIA"), Lorraine O. Legg, a United States citizen and a principal shareholder
of CCIA, and Patricia M. Howe, a United States citizen and a principal
shareholder of CCIA. Ms. Legg is the Chief Executive Officer, Chief Financial
Officer, Secretary and sole director of Pacific. The directors of E&L are Ms.
Legg and Ms. Howe, and its executive officers are Ms. Howe, Chair of the
Board, Ms. Legg, President and Chief Executive Officer, and Beverly Hoffman,
Secretary and Treasurer. The directors of CCIA are Ms. Legg, Ms. Howe and
Norbert W. Markus, Jr. and its executive officers are Ms. Legg, President and
Secretary, and John E. Castello, Chief Financial Officer. The business address
of each of Pacific, E&L, CCIA, Ms. Legg, Ms. Howe and the other directors and
executive officers of E&L and CCIA is 655 Montgomery Street, Suite 800, San
Francisco, California 94111.
Ms. Legg's principal occupation is President, Chief Executive Officer
and a director of the Issuer. Ms. Howe's principal occupation is asset manager
for TIS Asset Management, Inc., located at 655 Montgomery Street, Suite 800, San
Francisco, California 94111. She is also a director of the Issuer. Ms. Hoffman's
principal occupation is Chief Financial Officer for Sutter Securities,
Incorporated, located at One Sansome Street, San Francisco, California 94111.
Mr. Markus's principal occupation is financial advisor for Ellmark Associates,
located at 655 Montgomery Street, Suite 800, San Francisco, California 94111.
Mr. Castello's principal occupation is Executive Vice President and Chief
Financial Officer of the Issuer.
None of Pacific, E&L, CCIA, Ms. Legg, Ms. Howe or the other directors
or executive officers of E&L or CCIA has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On February 2, 1999, Pacific exchanged all the outstanding shares of
Novato Markets, Inc., a California corporation and then wholly-owned subsidiary
of Pacific ("Novato"), for 1,613,070 shares (the "Shares") of Issuer Common
Stock, pursuant to an Agreement and Plan of Reorganization dated as of February
1, 1999, between Pacific and the Issuer. Through a wholly-
Page 7 of 11
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owned subsidiary, Novato owns a shopping center located in Rohnert Park,
California (named Mountain Shadows Plaza), and leases a shopping center located
in Petaluma, California (named Midtown Center). No cash consideration was paid
for the Shares.
The exchange transaction was approved by the Issuer's Board of
Directors and, specifically, by directors with no financial interest in or other
relationship with Pacific or its affiliates. After being given a full
opportunity to discuss and assess the exchange transaction, the disinterested
directors concluded that the market value of the Novato shares substantially
exceeded the market value of the Shares.
Item 4. Purpose of Transaction.
All of the Shares were acquired for purposes of investment.
Ms. Legg expects to continue serving as the President, Chief Executive
Officer and a director of the Issuer, and Ms. Howe expects to continue serving
as a director of the Issuer. As such, Ms. Legg and Ms. Howe expect to
participate with the other directors of the Issuer to call the annual meeting of
the shareholders of the Issuer as soon as reasonably practicable following the
filing of the Issuer's Annual Report on Form 10-K. At the annual meeting, in
addition to the election of directors, other matters may be presented to the
shareholders for their consideration and vote including certain charter
amendments related to the protection of the Issuer's net operating loss
carryforward, to the authority of the Issuer's Board of Directors to change the
Issuer's real estate investment trust status and to changes in the Issuer's
capital structure and name. It is further expected that Ms. Legg and Ms. Howe
will continue, in their capacities as an executive officer and directors, to
work with the other executive officer and directors of the Issuer to present and
evaluate various means and methods of better positioning the Issuer for long-
term growth and profitability. Such could include seeking additional
investments in the Issuer by others (which, depending upon the circumstances may
require an increase in the number of directors and/or the appointment of new
director(s) to serve on the Issuer's Board, to permit any such investor
representation on the Issuer's Board), seeking properties or other assets for
the Issuer to acquire and recommending new directors or management in the event
any director or executive officer of the Issuer should retire or terminate his
or her position.
Pacific, CCIA, Ms. Legg and Ms. Howe intend to continuously review
their position in the Issuer and may, depending upon their evaluation of
developments, the price of the shares of Issuer Common Stock and other factors,
determine to purchase or sell any shares held or otherwise determine to
increase, decrease of eliminate their position in the Issuer.
Except as disclosed herein, none of Pacific, CCIA, Ms. Legg or Ms. Howe
is formally considering any plans or proposals that relate to or would result in
any of the following: (a) the acquisition by any person of additional securities
of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the
Page 8 of 11
<PAGE>
Issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any person; (h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Pacific directly, and E&L and CCIA indirectly (through their direct
and indirect ownership of Pacific), own 1,613,070 shares (or approximately 18.1%
of the outstanding shares) of Issuer Common Stock. Ms. Legg owns 56,700 shares
of Issuer Common Stock either directly or indirectly through certain trusts or
an IRA account, has the currently exercisable right to acquire 150,000 shares of
Issuer Common Stock (at an exercise price of $2.25 per share) under options
granted to her by the Issuer, and indirectly beneficially owns the 1,613,070
shares of Issuer Common Stock owned by Pacific. The total number of shares that
Ms. Legg directly or indirectly beneficially owns is 1,819,770 shares (or
approximately 20.1% of the outstanding shares) of Issuer Common Stock. Ms. Howe
owns 53,820 shares of Issuer Common Stock either directly or indirectly through
an IRA account, has the currently exercisable right to acquire 100,000 shares of
Issuer Common Stock (at an exercise price of $2.25 per share) under options
granted to her by the Issuer, has the currently exercisable right to acquire
1,000 shares of Issuer Common Stock (at an exercise price of $1.2513 per share)
under options granted to her by the Issuer, and indirectly beneficially owns the
1,613,070 shares of Issuer Common Stock owned by Pacific. The total number of
shares that Ms. Howe directly or indirectly beneficially owns is 1,767,890
shares (or approximately 19.6% of the outstanding shares) of Issuer Common
Stock.
(b) Pacific, E&L, CCIA, Ms. Legg and Ms. Howe have shared voting and
shared dispositive power with respect to the 1,613,070 shares of Issuer Common
Stock held by Pacific. Ms. Legg has sole voting and sole dispositive power with
respect to the other shares and options held by her. Ms. Howe has sole voting
and sole dispositive power with respect to the other shares and others held by
her.
(c) Except for the acquisition of the Shares, none of Pacific, E&L,
CCIA, Ms. Legg or Ms. Howe has effected any transactions in Issuer Common Stock
in the last 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to
Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
EXHIBIT "A" - Joint Filing Agreement
Page 9 of 11
<PAGE>
SIGNATURE
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: February 12, 1999
Pacific Securitization, Inc.
By /s/ Lorraine O. Legg
--------------------
Lorraine O. Legg, President
E & L Associates, Inc.
By /s/ Lorraine O. Legg
---------------------
Lorraine O. Legg, President
Corporate Capital Investment Advisors
By /s/ Lorraine O. Legg
---------------------
Lorraine O. Legg, President
/s/ Lorraine O. Legg
---------------------
Lorraine O. Legg
/s/ Patricia M. Howe
--------------------
Patricia M. Howe
Page 10 of 11
<PAGE>
EXHIBIT "A"
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them of
a statement on Schedule 13D (including amendments thereto) with respect to the
Common Stock of TIS Mortgage Investment Company and further agree that this
agreement be included as an exhibit to such filing. Each party to the agreement
expressly authorizes each other party to file on its behalf any and all
amendments to such statement. Each party to this agreement agrees that this
joint filing agreement may be signed in counterparts.
IN WITNESS WHEREOF, the undersigned have caused this agreement to be executed
on their behalf as of the 12th day of February, 1999.
Pacific Securitization, Inc.
By /s/ Lorraine O. Legg
--------------------
Lorraine O. Legg, President
E & L Associates, Inc.
By /s/ Lorraine O. Legg
---------------------
Lorraine O. Legg, President
Corporate Capital Investment Advisors
By /s/ Lorraine O. Legg
---------------------
Lorraine O. Legg, President
/s/ Lorraine O. Legg
---------------------
Lorraine O. Legg
/s/ Patricia M. Howe
--------------------
Patricia M. Howe
Page 11 of 11
