<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))
[X] Definitive Proxy Statement
[_] 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)
Committee to Save Our TIS Investment
___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant):
[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:
Shares of Common Stock, par value $001 per share
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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<PAGE>
[_] 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:
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(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>
PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF DIRECTORS OF
TIS MORTGAGE INVESTMENT COMPANY
ANNUAL MEETING OF STOCKHOLDERS
SCHEDULED FOR JUNE 11, 1999
THE COMMITTEE TO SAVE OUR TIS INVESTMENT
TO ALL STOCKHOLDERS
OF TIS MORTGAGE
INVESTMENT COMPANY:
This Proxy Statement is furnished by The Committee To Save Our
TIS Investment ("TIS Committee") in connection with its solicitation of proxies
to be used at the Annual Meeting of Stockholders of TIS Mortgage Investment
Company ("TIS" or the "Company"). The meeting was first scheduled to be held on
Friday, June 11, 1999 at 10:00 a.m., local time, at The Park Hyatt Hotel located
at 333 Battery Street, San Francisco, California. The annual meeting was held on
June 11, 1999 and adjourned without transacting any business because the number
of shares of common stock present in person and represented by proxy was not
sufficient to establish a quorum. The meeting currently is scheduled to be
convened on July 15, 1999 at 9:00 a.m. at the Park Hyatt Hotel located at 333
Battery Street, San Francisco. This Proxy Statement and the accompanying BLUE
Proxy Card are first being sent to the Company's Stockholders on or about July
2, 1999.
The Company has set April 19, 1999, as the record date for
determination of Stockholders entitled to notice of, and to vote at, the Annual
Meeting. According to the Company's most recent filing with the Securities and
Exchange Commission, as of April 19, 1999, there were outstanding and entitled
to vote at the Annual Meeting a total of 8,893,250 shares of Common Stock, $.001
par value (the "Shares"). Each Share is entitled to one vote on all matters
submitted to a vote at the Annual Meeting. The affirmative vote of the holders
of a plurality of the Shares cast at the Annual Meeting is required for the
election of Directors.
VALIDITY OF THE TIS COMMITTEE'S NOMINATIONS
The Company had taken the position that the nominations that
are the subject of this proxy solicitation, those of Mr. Frederick G. Tobin on
behalf of the TIS Committee, are not valid because of the Company's view that
Mr. Tobin was not a "stockholder of record" on April 19, 1999, the record date.
Section 1.9 of the Company's bylaws contains language that can be read to
preclude nominations by a shareholder that is not a "shareholder of record" on
the record
1.
<PAGE>
date. The Company moved for a preliminary injunction in Federal District Court
for the District of Rhode Island seeking, among other things, a determination
that Mr. Tobin's nominations are invalid and requesting a preliminary injunction
against solicitations of proxies by Mr. Tobin. The Court denied the motion for
a preliminary injunction, though it did not make a final determination on the
issue. The Company subsequently dismissed the Rhode Island case.
The TIS Committee also believes that in fairness the Company
should have recognized the nominations as valid. Mr. Tobin's actual ownership of
shares was demonstrated, inter alia, in the Rhode Island action. Mr. Tobin has
now had share certificates of TIS stock issued in his name. The TIS Committee
believes that allowing all shareholders to vote on Mr. Tobin's nominations is by
far the most fair and reasonable approach.
Mr. Elkins, a member of the TIS Committee, requested that the
California Superior Court set a new record date and move the annual meeting.
When the Superior Court indicated its intention to grant that motion, the
Company then stipulated it would recognize as valid the nominations of Mr.
Tobin.
THE TIS COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE
ENCLOSED BLUE PROXY CARD TO VOTE FOR THE ELECTION OF THE TIS COMMITTEE'S
NOMINEES AS DIRECTORS. A POSTAGE-PAID ENVELOPE HAS BEEN PROVIDED FOR YOUR
CONVENIENCE.
REASONS FOR SOLICITATION
The TIS Committee is soliciting your proxy vote in order to
endeavor to protect the investments of the shareholders of TIS Mortgage
Investment Company ("the Company") and ensure that the rights of the TIS
shareholders are respected and that the proper democratic corporate formalities
are followed. The TIS Committee believes that in recent years the Board of
Directors has consistently disregarded its obligations to ensure that proper
corporate procedures are observed. The Board, in the TIS Committee's opinion,
has refused to honor the rights of shareholders to elect directors, to
participate in annual corporate meetings, and to receive timely, complete
financial information. The TIS Committee believes the poor financial performance
of the company in recent years has caused the Board to fear facing the TIS
shareholders and allowing the shareholders to exercise their voting rights.
The following are among the reasons the TIS Committee believes
the current board should be replaced.
(1) The Board did not hold an annual meeting at all in the
year 1998 -- in clear disregard of, among other things, the requirements of
the Company's by-laws and state laws.
(2) Despite the inquiry of TIS shareholders, the Company made
no announcement of any plan to hold an annual shareholder meeting in 1999,
despite the
2.
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requirement of the by laws that it hold an annual meeting in May. The TIS
Committee believes that the reason the Board announced an annual meeting for
1999 was because a lawsuit was filed by a TIS shareholder demanding that a
California court order the Company to comply with state laws protecting
shareholders' rights by conducting an annual meeting.
There is currently a California Court Order in effect
obligating the Company to hold an annual meeting of Shareholders.
(3) When the Company was faced in 1997 with a shareholder
proxy solicitation by shareholders not associated with the then-existing Board
of Directors, it filed a lawsuit attempting to block the nomination of
candidates not selected by the existing Board and spending corporate funds.
In the TIS Committee's opinion, the Board did not want to allow the TIS
shareholders themselves to elect the directors, but wanted to control that
decision themselves.
(4) After a TIS shareholder filed the action to compel the
Company to hold an annual meeting, the Company purchased the shares of a
previously dissenting group of shareholders (the Turkey Vulture Fund) for $2.50
per share, at a time when the stock was trading at $0.81 per share. You had no
vote.
SOLUTIONS TO THE PROBLEMS
The nominees the TIS Committee is recommending and soliciting
proxies for are both (a) an experienced, capable, well-rounded group of business
people who are suited to manage and direct the company's real estate and other
investments and (b) are individuals committed to directing the company in a
fair, democratic, and responsible manner. The nominees (who were nominated
through a TIS Committee member acting at the behest of the TIS Committee as a
whole) will respect the rights of ALL shareholders.
The nominees have not, as of the date of this proxy statement,
met as a group. The nominees only made the decision to pursue membership on the
Board of Directors after the Company's preliminary proxy statement, first filed
on April 16, 1999, was available electronically on EDGAR on April 19, 1999.
Before May 27, 1999, Mr. Tobin had only spoken directly with one of the
individuals he nominated as a director. Mr. Tobin relied primarily upon the
biographical information as to the nominees of the Committe as provided in this
proxy statement in making his determination that these nominations would be
beneficial for the company.
While the Committee has not had the opportunity to formulate
proposed solutions to the business problems the Company has faced, the Committee
believes that the nominees are
3.
<PAGE>
well qualified and the Committee believes, if elected, the nominees will
increase shareholder value. While no specific plans have been developed, the
nominees expect to review the effectiveness of current management (though no
plans have been made to change management). Again, however, no specific plans
have been considered by the Committee to date.
Moreover, The nominees are committed to:
(1) Holding in a timely fashion annual shareholder meetings
and encouraging shareholder input, opinions, and ideas with respect to the
operation of the company to help protect shareholders' TIS investment, and by
instituting procedures by which shareholders can raise significant issues with
Company management, and encouraging resort to ss.1.10 of the bylaws to
raise important issues for discussion at the annual meetings;
(2) Regularly disseminating complete financial information,
such as annual reports and 10-K and 10-Q disclosures, through a website to be
established and implementing a continuous, effective stockholder relations
program (which will include the creation and continuous update of a company
website, and the assignment of company personnel to return shareholders
telephone calls and otherwise respond to all reasonable shareholder inquiries)
to keep shareholders informed about the Company;
(3) Using the nominees' breadth of experience and
wide-ranging skills to maximize the performance of the Company's real estate
investments and other assets; and
(4) Inviting the participation of all shareholders in
directing the future of the company and providing feedback to the Board of
Directors.
Finally, because the entire Board of Directors is subject to
election (by court order) due to the Company's failure to hold an annual meeting
in 1998, if our nominees are elected they can effect immediate change in the
fair and democratic participation by shareholders in the Company and implement
the above solutions without delay.
OUR PROMISE TO STOCKHOLDERS
(1) We have no plans to fire any employees and pledge that we
will NOT terminate employees simply for the sake of cutting costs; our grievance
is with the Company's Directors, not its professional staff. We trust that with
stability, a coherent business plan, professional management and stockholder
oversight, their talents can be put to profitable use. Nor do we have any plans
to retain new management or hire new employees, though the TIS Committee intends
to evaluate the ability of current management to effectively return the Company
to profitability and increase shareholder value, if elected. If elected, our
replacement board will assess the company's needs before any such decisions are
made.
(2) We will NOT increase the pay and benefits of officers or
reward them with grants of options on Shares or "golden parachutes" at a time
when the price of Shares of TIS is little more than $1.00.
4.
<PAGE>
WHY THE TIS COMMITTEE BELIEVES STOCKHOLDERS INVESTMENT
WILL BE LOST IF BOARD IS NOT CHANGED
Unless the shareholders of the Company elect the nominees of
the TIS Committee, it appears that business as usual will continue.
Unfortunately, business as usual under the past several Board of Directors for
the Company, in the TIS Committee's opinion, consists of a string of set-backs
and failures. For example:
A. There Has Been a Significant Decline in the Share Price of
TIS
In the last quarter of 1988, TIS shares traded as high as
$10.00 per share. The poor financial performance of the Company since then
caused the stock to decline considerably in price and to be traded during the
calendar year of 1997 for between $1.00 and $1.875 per share. In 1998, the
shares traded as high as $2.375 per share, but dropped to well beneath $1.00 per
share by mid-year. As of January 19, 1999, the closing sales price of the
company stock was only $0.53 per share. As of February 2 the share price was
$0.81.
B. Both the New York Stock Exchange and the Pacific Stock
Exchange Conducted Reviews to Determine Compliance with their Respective Listing
Requirements.
Up until approximately August, 1998, the company was listed on
both the New York Stock Exchange ("NYSE") and the Pacific Exchange. However, TIS
was delisted from the NYSE because it failed to meet the continued listing
requirements. Although the company continues to be listed on the Pacific
Exchange, it was recently subjected to a review by the Exchange's Equity Listing
Committee in August of 1998. This review has since been completed, and the
Company was permitted to continue listing its quotes on the Pacific Exchange.
C. The Company's Failure to Hold an Annual Meeting in 1998
Resulted in Several Members of the Board of Directors Serving Without the
Express Consent of the Shareholders.
Section 1.1 of the Company's by-laws requires that the annual
shareholders' meeting be held in May. Notwithstanding the requirement of its own
by-laws and the listing requirements of the Pacific Exchange, the Company failed
to hold an annual shareholders' meeting in 1998. The last shareholders' meeting
was held in May 1997 -- more than two years ago. The Company received at least
three requests that the required meeting be held, including a letter from Mr.
Elkins and requests from Mr. Tobin. Nonetheless, the Company steadfastly refused
to hold such a meeting or explain why no such meeting was being held. As a
result of the Company's failure to hold the required annual shareholders'
meeting in 1998, three directors whose terms were to expire pursuant to the by-
laws (including the Chairman and President/CEO of the company) continued to
serve on the Board of Directors without the shareholders' express consent.
5.
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THE COMMITTEE TO SAVE OUR TIS INVESTMENT
The members of the Committee to Save Our TIS Investment
(hereafter "TIS Committee") are Frederick G. Tobin, Thomas Hedrick, Henry
Elkins, John Finn, Howard A. Shiebler, and Chris Kostanecki. As of the record
date, members of the TIS Committee beneficially owned 183,100 Shares,
representing approximately 2% of the outstanding Shares.
In addition to the members of the Committee to Save Our TIS
Investment, the TIS Committee also is identifying as participants in the
solicitation Mr. Tim Poulin, who made a financial contribution of over $500, and
Mr. David Unsworth, who is a stockbroker in San Francisco.
Additional information concerning the TIS Committee and the
individuals identified as participants is set forth in Appendix A hereto.
WE ARE STOCKHOLDERS
The TIS Committee, and any of the participants in this
solicitation, are not attempting to benefit themselves at the expense of any
other Stockholders. Rather, the TIS Committee is seeking to increase value to
all Stockholders. Neither the TIS Committee, nor its nominees or other
participants, will acquire any of the operations or assets of TIS or be
compensated either as principal or agent in transactions relating to the
redeployment of the assets of TIS, or earn any profits, commissions or other
fees from TIS for their services in connection therewith, other than (1) such
compensation, if any, as might be payable to any of the nominees solely in their
capacities as Directors of TIS, (2) payments received by TIS Committee members
in their capacity as holders of stock of TIS, (3) reimbursement from TIS of the
expenses of the solicitation of proxies or (4) in any transaction approved by a
majority of TIS stockholders.
NOMINEES FOR ELECTION AS DIRECTORS
The Company's Board of Directors is presently composed of six
Directors, divided into three classes of Directors who serve for three-year
terms. At the annual meeting, Company stockholders will (i) elect two Class III
directors to serve until the 2000 annual meeting of stockholders and until their
successors are elected and qualify, (ii) elect two Class I directors to serve
until the 2001 annual meeting of stockholders and until their successors are
elected and qualify, and (iii) elect two Class II directors to serve until the
2002 annual meeting of stockholders and until their successors are elected and
qualify. In opposition to the incumbent Class of the Board of Directors the TIS
Committee is proposing a slate of six experienced and, the TIS Committee
believes, well-qualified nominees for election as Directors of the Company.
These individuals were nominated by TIS Committee member Frederick G. Tobin at
the direction of the Committee as a whole.
Each nominee named below has consented to serve as a director
of the Company if elected. The TIS Committee does not expect that any of the
nominees will be unable to stand for election but, in the event that a vacancy
in the slate of nominees should occur unexpectedly,
6.
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the Shares represented by the enclosed BLUE Proxy Card will be voted for a
substitute candidate selected by the TIS Committee.
The TIS Committee (through Mr. Tobin) is nominating, and
recommending the election of, the following persons to serve as directors of the
Company in the classes indicated below until the annual meetings of stockholders
in the years indicated below and until their successors are elected and
qualify:
Name Class
---- -----
Frederick G. Tobin II
Thomas Hedrick II
Henry Elkins I
John Finn I
Howard A. Shiebler III
Chris Kostanecki III
The following information concerning business address, age,
and principal occupation has been furnished by the Committee to Save Our TIS
Investment's nominees.
Coventry, RI 02816 Mr. Tobin is an attorney with a general
360 Town Farm Road practice in the state of Rhode Island. He
Frederick G. Tobin has been in practice since 1972. Mr. Tobin
is also the attorney for the Coventry
School Department, a position he has held
since 1987. As well as maintaining his
legal practice, Mr. Tobin has been
actively involved in his community and has
served as both the Town Council President
and Town Solicitor for the Town of
Coventry. Mr. Tobin is 51 years old.
Thomas Hedrick Thomas Hedrick is a Portfolio Manager in
101 Lincoln Centre Dr. Northern California for the Western Region
Foster City, CA 94404 Commercial Industrial Division of Lincoln
Property Company. Mr. Hedrick oversees the
management and marketing of a $3.9M S.F.
industrial, research and development program,
and office portfolio worth $200M. He handles
all lease negotiations and marketing programs.
Mr. Hedrick maintains fiduciary relationships
with institutional partners, corporate
investors, and LPC ownership entities and
manages broker relationships on the Peninsula
and in Silicon Valley. Prior to joining LPC,
7.
<PAGE>
Mr. Hedrick worked for CB Commercial Real
Estate Services and Trammel Crow Company. His
key assignments include the implementation and
oversight of the project marketing programs,
warehouse research and development and office
leases, build-to-suits and assisting in new
business development for existing clients. Mr.
Hedrick provides monthly operations, marketing
and budget reports to various financial
partners, investor clients, and senior
management. His key clients are Ehrenkranz &
Ehrenkranz LLP, The Archon Group, The Principal
Financial Group, J.P. Morgan, LPC/Whitehall
Realty. Mr. Hedrick is 35 years old.
Henry Elkins Henry Elkins is a sociologist (International
430 Park Avenue Public Health) and a software developer. Mr.
New York, NY 10022 Elkins has been developing health sector
software for Blackberry Technologies since
1998. Prior to joining Blackberry Technologies,
Mr. Elkins was president of Henry Elkins and
Associates, a software development and
consulting company. Mr. Elkins received his BA
from Yale and his MA and Ph.D. (Sociology) from
the University of Chicago. Mr. Elkins is 62
years old.
John Finn John Finn is Vice President of Braman & White
3372 Valley Road LLC. Mr. Finn entered the financial service
Middleton, RI 02840 business in 1986. At Braman & White, Mr. Finn
specializes in business succession planning,
employee benefit planning, estate planning and
retirement planning. Mr. Finn is thirty-eight
years old.
Howard A. Shiebler Howard Shiebler is a Senior Vice President for
525 Market St., Ste. 3500 Mellon U.S. Leasing, a wholly owned subsidiary
San Francisco, CA 94105 of Mellon Bank. Headquartered in San Francisco,
Mr. Shiebler is responsible for a nationwide
sales force of 75 and 1.7 Billion in leased
assets. Prior to joining Mellon, Mr. Shiebler
held various senior marketing and sales
positions with General Electric. Mr. Shiebler
is thirty-eight years old.
8.
<PAGE>
Chris Kostanecki Chris Kostanecki is a Retail Property
750 Battery St., Ste. 500 Investment Sales Specialist with Marcus &
San Francisco, CA 94111 Millichap of San Francisco. Over his eleven
years in the business, Mr. Kostanecki has
become a leading broker in the industry selling
single tenant rental properties and anchored
shopping centers. Mr. Kostanecki also serves a
board member for several divisions of Marcus &
Millichap which include the single Tenant
Specialty Division, Anchored Retail Specialty
Division and the Market and Research Division.
Mr. Kostanecki is thirty-five years old.
None of the nominees or other participants has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
during the past ten years.
The TIS Committee also is identifying as participants in this
solicitation:
Tim Poulin Mr. Poulin is a Regional Manager at Vittia
3725 Webster Street Technologies, Inc., 500 Ellis Avenue, Mountain
San Francisco, CA 94123 View, California. Mr. Poulin is forty-one years
old and an owner of 20,000 shares of TIS common
stock.
David W. Unsworth, Jr. Mr. Unsworth is a stockholder with Broadmark
2627 Broderick Street Capital Corporation, 601 California Street, San
San Francisco, CA 94108 Francisco, California. Mr. Unsworth is thirty-
five years old and he and his associate/spouse
are owners of 188,000 shares of TIS common
stock.
VOTING OF PROXIES
Unless otherwise indicated, the persons named in the
accompanying BLUE Proxy Card will vote properly executed and duly returned
proxies (i) FOR the election of six TIS Committee nominees as members of the
Class of the Board of Directors of the Company to serve for the term of the
number of years corresponding to the classes listed above and until their
successors are elected and qualified, and (ii) in accordance with their judgment
on such other business as may be properly presented to the meeting and any
adjournment or postponement thereof.
BLUE Proxy Cards should be signed, dated and returned in the
postage-paid envelope provided. Execution of the enclosed BLUE Proxy Card will
not affect a stockholders' right to attend the Annual Meeting and vote in
person. A stockholder who has given a proxy may revoke it at any time before
such proxy is voted either by a later dated proxy or by voting in person at the
Annual Meeting. Attendance at the Annual Meeting will not in and of itself
constitute a revocation. If you were a stockholder of record on the Record Date,
you will retain the voting rights in connection with the Annual Meeting even if
you sell or sold such Shares after the
9.
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Record Date. Accordingly, it is important that you vote the Shares held by you
on the Record Date or grant a proxy to vote such Shares whether or not you still
own such Shares.
Stockholders cannot select Directors from among those proposed
by the Company and the Committee to Save Our TIS Investment. Therefore, if you
wish to support the TIS Committee's nominees, your last dated properly executed
proxy must be a BLUE Proxy Card.
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by mail, telephone, telecopier and
personal solicitation. Any of the members of the Committee to Save Our TIS
Investment and any regular employee of Beacon Hill Partners may be used to
solicit proxies, and will not receive additional compensation therefor. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
requested to forward the soliciting material of the TIS Committee to their
customers for whom they hold shares and the TIS Committee will reimburse them
for their reasonable out-of-pocket expenses.
The TIS Committee has retained Beacon Hill Partners, 90 Broad
Street, New York, New York, 10004, to assist in the solicitation of proxies. The
TIS Committee has agreed to pay Beacon Hill Partners a fee of $25,000 and to
reimburse it for its reasonable out-of-pocket expenses. Approximately 25 people
will be used by Beacon Hill Partners in its solicitation efforts.
The TIS Committee anticipates that its total expenditures
relating to the solicitation will be approximately $150,000; total expenses
to date have been approximately $100,000. The entire expense of preparing,
assembling, printing and mailing this Proxy Statement and related materials and
the cost of soliciting proxies for the nominees proposed by the TIS Committee
will be borne by the Committee to Save Our TIS Investment in a manner to be
determined by the Committee to Save Our TIS Investment. The Committee to Save
Our TIS Investment will seek reimbursement from the company for those expenses
and does not intend to seek stockholder approval for such reimbursement at a
subsequent meeting unless such approval is required under applicable state
law.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
In order to be included in the Company proxy statement for the
2000 Annual Meeting, any stockholder proposal to be presented at the 2000 Annual
Meeting must be received in the office of the Secretary of the Company at its
principal executive offices by the date specified in the Company proxy statement
for this year's Annual Meeting.
OTHER MATTERS
The TIS Committee is not aware of any other matters to be
considered at the Annual Meeting other than the election of Directors. However,
if any other matters properly come before the meeting, the persons named in the
enclosed BLUE Proxy Card will have
10.
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discretionary authority to vote all proxies
with respect to such matters in accordance with their judgment.
Sincerely,
COMMITTEE TO SAVE OUR TIS INVESTMENT
11.
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APPENDIX A
On the date hereof, the following committee members are the
beneficial owners of 183,100 Shares, representing approximately 2% of the Common
Shares outstanding.
In the operation of the TIS Committee, Frederick Tobin, as the
Chairman of the TIS Committee, makes all decisions concerning the business and
affairs of the TIS Committee in consultation with the TIS Committee members. The
TIS Committee also is identifying Mr. Tim Poulin and Mr. David Unsworth as
participants in this proxy solicitation. The TIS Committee members and other
participants, and any "associates," are the owners of approximately 4.4% of the
Common Shares according to the most recently available filing by the Company
with the Securities and Exchange Commission.
Under Rule 13d-3 promulgated by the Securities and Exchange
Commission, "a beneficial owner of a security includes any person, who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares:
(1) Voting power which includes the power, to vote, or to
direct the voting of, such security, and/or
(2) Investment power which includes the power to dispose,
or to direct the disposition of, such security."
Because the members of the TIS Committee lack any of the requisite powers of
beneficial ownership over the shares held by other members, none of them are
beneficial owners of the Shares solely because of their membership on the TIS
Committee.
The table below sets forth all Shares purchased and sold by
the Members of the Committee to Save Our TIS Investment and Messrs. Poulin and
Unsworth within the past two years, the dates on which such purchases or sales
were made.
12.
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<TABLE>
<CAPTION>
NAME NO. OF SHARES NO. OF SHARES SOLD DATE
------------- ------------------ ----
PURCHASED
---------
<S> <C> <C> <C>
Frederick G. Tobin 7,400 03/17/98
7,500 03/25/98
3,400 05/26/98
1,700 05/28/98
5,000 07/28/98
Thomas Hedrick 1,500 03/03/98
2,500 03/05/98
5,000 03/10/98
10,000 03/19/98
6,000 05/18/98
2,000 05/20/98
3,000 06/01/98
5,000 03/09/99
5,000 03/19/99
Henry Elkins 10,000 03/17/98
20,000 03/18/98
15,000 03/19/98
13,000 08/26/98
5,000 12/16/98
5,000 01/06/99
3,000 03/08/99
John Finn 0 _______
Howard Shiebler 20,000 03/17/98
20,000 03/18/98
</TABLE>
13.
<PAGE>
<TABLE>
<CAPTION>
NAME NO. OF SHARES NO. OF SHARES SOLD DATE
------------- ------------------ ----
PURCHASED
---------
<S> <C> <C> <C>
15,000 03/19/98
7,500 03/20/98
7,500 03/20/98
3,000 06/01/98
3,000 08/26/98
5,000 09/30/98
5,000 09/30/98
5,000 09/30/98
3,000 10/06/98
10,000 11/04/98
67,500 12/14/98
Chris Kostanecki 7,500 10/28/98
5,000 10/28/98
16,000 10/30/98
100 10/31/98
Tim Poulin
David Unsworth, Jr. 1,300 04/22/98
10,000 10/21/98
10,000 12/10/98
25,000 12/16/98
10,000 12/22/98
10,000 12/24/98
7,500 12/24/98
7,500 12/24/98
12,500 12/28/98
9,500 12/29/98
23,000 12/31/98
4,000 01/12/99
</TABLE>
14.
<PAGE>
<TABLE>
<CAPTION>
NAME NO. OF SHARES NO. OF SHARES SOLD DATE
------------- ------------------ ----
PURCHASED
---------
<S> <C> <C> <C>
2,400 01/03/98
4,000 02/19/99
8,000 01/25/99
Mary Unsworth 5,000 11/10/98
(spouse of David
Unsworth, same
residential address)
3,300 03/16/98
1,500 11/23/98
2,500 12/04/98
5,000 12/10/98
4,000 01/20/99
4,000 01/22/99
5,000 03/30/99
10,000 04/13/99
</TABLE>
Except as otherwise set forth in this Appendix A, neither the
TIS Committee nor any "associate" of any of the foregoing persons or any other
person who may be deemed a "participant" in the Proxy Solicitation is the
beneficial or record owner of any Shares. Except as otherwise set forth in this
Appendix A, neither any "associate" nor any other person who may be deemed a
"participant" in the Proxy Solicitation has purchased or sold any Shares within
the past two years, borrowed any funds for the purpose of acquiring or holding
any Shares or is or was within the past year a party to any contract or
arrangement or understanding with any person with respect to any Shares. There
has not been any transaction since the beginning of the Company's last fiscal
year and there is not currently any proposed transaction to which the Company is
a party, in which any "associate" or immediate family member of any of the
foregoing persons or any other person who may be deemed a "participant" in the
Proxy Solicitation had or will have a direct material interest.
15.
<PAGE>
[BACK COVER PAGE]
IMPORTANT
Your vote is important. No matter how many or how few shares
you own, please vote FOR the TIS Committee's nominee's by signing, dating and
mailing the enclosed BLUE
Proxy Card today. The TIS Committee urges you NOT to return any proxy card sent
to you by the Board of Directors of TIS.
If you have already returned a Board of Directors' proxy card
before receiving this proxy statement, you have every right to change your vote
by signing and returning the enclosed BLUE Proxy Card. Only your latest dated
properly executed proxy will count at the annual meeting.
If you own your shares in the name of a brokerage firm, your
broker cannot vote such shares unless he received your specific instructions.
Please sign, date and turn the enclosed BLUE Proxy Card in the postage-paid
envelope that has been provided.
If you have any questions about how to vote your shares,
please call our proxy solicitor:
Beacon Hill Partners
90 Broad Street
New York, NY 10004
Telephone: (800) 755-5001
<PAGE>
TIS MORTGAGE INVESTMENT COMPANY
PROXY FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 11, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE
TO SAVE OUR TIS INVESTMENT.
The undersigned stockholder of TIS Mortgage Investment
Company, a Maryland corporation (the "Company") hereby appoints Frederick G.
Tobin and Howard Shiebler, or any one of 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 share of common stock of the Company at
the Company's annual meeting of stockholders to be held at the Park Hyatt,
located at 333 Battery Street, San Francisco, California, Friday, June 11, 1999,
at 10:00 a.m., local time, and at the adjournment thereto to July 15, 1999.
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, SEE THE ACCOMPANYING PROXY STATEMENT. THIS PROXY
REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED.
(Continued and to be signed and dated on the other side.)
1.
<PAGE>
/X/ Please mark your votes as in this example
THE COMMITTEE RECOMMENDS A VOTE FOR EACH OF THE NOMINEES
LISTED BELOW FOR DIRECTOR.
(1) ELECTION OF DIRECTORS
/ / FOR all nominees listed at right (except as indicated
to the contrary below)
Frederick G. Tobin
Thomas Hedrick
Henry Elkins
John Finn
Howard Shiebler
Chris Kostanecki
/ / WITHHOLD AUTHORITY to vote for all nominees listed at
right
(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 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.
2.
