<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 4)
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TIS MORTGAGE INVESTMENT COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(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.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
<PAGE>
[FORM OF PROXY]
TIS MORTGAGE INVESTMENT COMPANY
PROXY FOR THE ADJOURNED
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned stockholder of TIS Mortgage Investment Company, a Maryland
corporation (the "Company") hereby appoints Douglas B. Fletcher, Lorraine O.
Legg and John E. Castello, or any one or more of them, each with full power of
substitution, as Proxies, to represent the undersigned and vote as directed on
the reverse hereof the undersigned's shares of common stock of the Company at
the Company's annual meeting of stockholders to be held at the Park Hyatt Hotel,
located at 333 Battery Street, San Francisco, California, on Thursday, July 15,
1999, at 9:00 a.m., local time, and at any and all adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER ON THE REVERSE HEREOF. IF NO DIRECTION IS GIVEN,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR LISTED ON
THE REVERSE HEREOF. THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE
UNDERSIGNED.
(Continued and to be signed and dated on the other side.)
<PAGE>
/X/ Please mark your vote as indicated in this example
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES FOR
DIRECTOR LISTED BELOW.
(1) ELECTION OF DIRECTORS.
<TABLE>
<CAPTION>
Nominees Class
<S> <C> <C>
/ / FOR ALL NOMINEES LISTED AT RIGHT (EXCEPT AS Patricia M. Howe 2000
INDICATED TO THE CONTRARY BELOW) Robert W. Ledoux 2000
Douglas B. Fletcher 2001
/ / WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED J. David Schemel 2001
AT RIGHT Anthony H. Barash 2002
Lorraine O. Legg 2002
</TABLE>
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE SPACE BELOW.)
(2) OTHER BUSINESS. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
FOR THE ELECTION OF SUCH SUBSTITUTE NOMINEE(S) FOR DIRECTOR AS THE BOARD OF
DIRECTORS SHALL SELECT IF ANY NOMINEE(S) NAMED ABOVE BECOME(S) UNABLE TO
SERVE AND UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL
MEETING AND ANY AND ALL ADJOURNMENTS OR POSTPONEMENTS THEREOF, INCLUDING,
AMONG OTHER THINGS, A MOTION TO ADJOURN THE ANNUAL MEETING TO ANOTHER TIME
OR PLACE FOR, AMONG OTHER THINGS, THE PURPOSE OF SOLICITING ADDITIONAL
PROXIES.
Please date this proxy and sign exactly as your name(s) appears hereon.
When signing as attorney, executor, administrator, trustee, guardian or other
representative, give your full title as such. If a corporation, sign the full
corporate name by an authorized officer, stating his or her title. If a
partnership, sign in partnership name by an authorized person.
Dated:________, 1999
_________________________
Signature
_________________________
Title
_________________________
Signature if held jointly
_________________________
Title
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE PROVIDED.
