TIS MORTGAGE INVESTMENT CO
8-K, 2000-05-16
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 28, 2000

                         TIS MORTGAGE INVESTMENT COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Maryland                 1-1004                     94-30678
 ---------------------------   ----------------------    ----------------------
(State or other jurisdiction  (Commission File Number)  (I.R.S. Employer Number)
    of incorporation or
      organization)

655 Montgomery Street, Suite 800
San Francisco, California                                     94111
- --------------------------------------                       --------
(Address of principal executive office)                     (Zip Code)


                                (415) 393-8000
 ------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                                Not applicable.
 ------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

                         TIS MORTGAGE INVESTMENT COMPANY

ITEM 5. OTHER EVENTS

On May 1, 2000, TIS Mortgage Investment Company announced that an indirect
wholly owned subsidiary, P-SUB I, Inc., which owns and operates two shopping
centers in San Francisco's North Bay area, filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code on April 28, 2000.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

EXHIBIT NO.     DESCRIPTION OF EXHIBITS
- ----------      -----------------------
99.1            Press Release dated May 1, 2000


                                   SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                        TIS MORTGAGE INVESTMENT COMPANY

     Dated: May 16, 2000               By /s/ John E. Castello
                                          ----------------------------------
                                       JOHN E. CASTELLO, Executive Vice
                                       President and Chief Financial Officer
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION OF EXHIBITS                PAGE NO.
- ----------     -----------------------                --------
99.1           Press Release dated May 1, 2000        4

<PAGE>

                                                                    EXHIBIT 99.1

TIs Mortgage Investment Company

NEWS RELEASE
================================================================================

FOR RELEASE:   Immediately
DATE:          May 1, 2000
CONTACT:       John E. Castello
               (415) 393-8000

          P-SUB I ANNOUNCES VOLUNTARY PETITION FOR CHAPTER 11 RELIEF


     SAN FRANCISCO, May 1, 2000, - TIS Mortgage Investment Company (Pacific
Exchange: TIS) today announced that P-SUB I, Inc., an indirect wholly owned
subsidiary which owns and operates two shopping centers in San Francisco's North
Bay area, filed on Friday April 28, 2000, a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. This action was taken by P-SUB
I in order to protect the shareholders equity pending a resolution of the
Company's differences with its major lender, Ocwen Federal Bank.

     Ocwen Federal Bank purchased a secured financing by P-SUB I, Inc., from a
previous lender in January of this year. P-SUB I and Ocwen disagree about the
maturity of the loan. P-SUB I believes that the maturity is June 1, 2000 and
Ocwen asserts that the loan matured in January and is now in default. The two
parties have been unable to reach agreement on this matter. P-SUB I is in
discussions with possible sources of replacement financing for the loan and in
order to protect its rights and interests it has elected to seek Chapter 11
relief.

     This news release contains forward-looking statements that involve risks
and uncertainties. Other risks and uncertainties associated with the Company's
business and prospects are identified in the Company's filings with the
Securities and Exchange Commission. The Company does not undertake to revise
these forward-looking statements to reflect events or circumstances occurring in
the future.

     TIS Mortgage Investment Company is a San Francisco-based real estate
investment trust (REIT) that, through its subsidiary companies, owns and
operates apartment communities, located in California's Central Valley, and
shopping centers in San Francisco's North Bay area.

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