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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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))
[_] Definitive Proxy Statement
[X] 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:
______________________________________________________________________
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TIS Mortgage Investment Company
655 Montgomery Street, Suite 800
San Francisco, California 94111
June 14, 1999
Dear Stockholder:
The annual meeting of stockholders held June 11, 1999, was 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 will reconvene on July 2, 1999, at 9:00 a.m., at the Park
Hyatt Hotel located at 333 Battery Street, San Francisco, California. You are
cordially invited to attend. At the meeting, stockholders will be asked to elect
two Class I directors, two Class II directors and two Class III directors. We
will also conduct any other business that may properly come before the meeting.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
RECONVENED MEETING, TO ASSURE YOUR REPRESENTATION WE URGE YOU TO SIGN, DATE AND
RETURN OUR WHITE PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID
ENVELOPE ENCLOSED WITH OUR WHITE PROXY CARD FOR THAT PURPOSE.
As we previously advised you, Frederick G. Tobin has attempted to nominate
himself and five other individuals (collectively, the "Tobin Committee") for
election as directors. WE STRONGLY OPPOSE MR. TOBIN'S ATTEMPT TO NOMINATE SIX
DIRECTORS TO THE COMPANY'S BOARD, AND WE PROPOSE THE ELECTION OF ALL SIX CURRENT
DIRECTORS. We believe that his nominations are not valid, because Mr. Tobin was
not a stockholder of record at the times required by our bylaws to be eligible
to nominate directors. IRRESPECTIVE OF THE VALIDITY OF MR. TOBIN'S NOMINATIONS,
WE BELIEVE THAT MR. TOBIN AND HIS OTHER NOMINEES DO NOT MERIT ELECTION AS
DIRECTORS OF THE COMPANY.
WE STRONGLY RECOMMEND THAT YOU NOT SIGN ANY PROXY CARD SENT TO YOU BY THE
TOBIN COMMITTEE. DO NOT TURN CONTROL OF YOUR COMPANY OVER TO THIS GROUP WHO
HAVE NEVER HAD A MEETING, HAVE NOT EVEN INDICATED WHAT THEY WOULD DO IF ELECTED,
DO NOT KNOW ONE ANOTHER AND APPEAR TO SHOW MORE INTEREST IN BEING ELECTED
DIRECTORS THAN IN WHAT THEY WILL DO IF ELECTED.
In connection with the California litigation described in the Company's
proxy statement dated June 3, 1999, the plaintiff, Henry G. Elkins, Jr., one of
Mr. Tobin's nominees, had filed a motion for further injunctive relief asking
the court to enjoin the Company from rejecting Mr. Tobin's nominations. On June
9, 1999, the court denied Mr. Elkins' motion for injunctive relief on the basis
that the relief requested was not properly before the court.
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OUR BOARD IS INTIMATELY FAMILIAR WITH THE COMPANY AND THE REAL ESTATE
INDUSTRY. WE BELIEVE THAT A CHANGE IN THE BOARD AT THIS TIME WOULD BE HIGHLY
DISRUPTIVE TO THE STRATEGY THE COMPANY IS ACTIVELY PURSUING. We are fully
committed to returning the Company to profitability by changing its core
business from investment in mortgage instruments to investment in a variety of
real properties, such as multi-family housing, shopping centers and other
development projects. To assist in the implementation of the Company's business
strategy, we have revitalized the Board by accepting the resignations of five
directors and reducing the number of directors from nine to six. We have also
filled the resulting vacancies with two new directors, who we believe will
advance our stockholders' interests through their energy, skills and expertise.
AGAIN, YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE
RECONVENED MEETING, TO ASSURE YOUR REPRESENTATION, WE URGE YOU TO SIGN, DATE AND
RETURN OUR WHITE PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID
ENVELOPE ENCLOSED WITH OUR WHITE PROXY CARD FOR THAT PURPOSE. WE ALSO STRONGLY
RECOMMEND THAT YOU NOT SIGN ANY PROXY CARD SENT BY THE TOBIN COMMITTEE.
We thank you for your continued support.
Sincerely yours,
/s/ Douglas B. Fletcher
Douglas B. Fletcher
Chairman of the Board
/s/ Lorraine O. Legg
Lorraine O. Legg
President and Chief Executive Officer
/s/ Anthony H. Barash
Anthony H. Barash
Director
/s/ Patricia M. Howe
Patricia M. Howe
Director
/s/ Robert W. Ledoux
Robert W. Ledoux
Director
/s/ J. David Schemel
J. David Schemel
Director
