TIS MORTGAGE INVESTMENT CO
8-K, 2001-01-17
REAL ESTATE INVESTMENT TRUSTS
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                       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

                                 January 9, 2001
                          -----------------------------
                        (Date of earliest event reported)

                           Commission File No. 1-10004

                         TIS MORTGAGE INVESTMENT COMPANY
                          -----------------------------
             (Exact name of Registrant as specified in its Charter)

             1-10004                                       94-3067889
          ------------                                    ------------
   (Commission File Number)                    (IRS Employer Identification No.)


             655 Montgomery Street, San Francisco, California 94111
                          -----------------------------
                    (Address of principal executive offices)


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


                                 Not Applicable
                          -----------------------------
          (Former name or former address, if changes since last report

<PAGE>

Item 4. Changes in Registrants Certifying Accountant.
      ----------------------------------------------

(a) On January 16, 2001, as recommended  by the audit  committee and approved by
the Board of Directors,  TIS Mortgage  Investment Company engaged the accounting
firm of Burr,  Pilger & Mayer as independent  accountants for the Registrant for
the year of 2000 and 2001. The client-auditor  relationship between TIS Mortgage
Investment  Company and Arthur Andersen LLP was terminated on January 9, 2001 as
a result of Arthur Andersen LLP's resignation.


(b) During the two most recent fiscal years ended December 31, 1999,  there have
been no  disagreements  with  Arthur  Andersen  LLP on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure  or any  reportable  events.  Note that the  registrant  has not filed
financial statements for the interim periods during 2000.

(c) Arthur Andersen LLP's report on the financial  statements for the year ended
December 31, 1999 was qualified for the uncertainty  regarding substantial doubt
about the registrant's  ability to continue as a going concern.  Arthur Andersen
LLP's report on the financial  statements  for the year ended  December 31, 1998
contained no adverse  opinion or  disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles.

(d) The  registrant  has  requested  that Arthur  Andersen LLP furnish it with a
letter addressed to the SEC stating whether it agrees with the above statements.
A copy of Arthur  Andersen  LLP's letter to the SEC,  Dated January 16, 2001, is
filed as Exhibit 16 to the Form 8-K.

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


                                          By:  /s/ John E. Castello
                                                     John E. Castello
                          Executive Vice President and
                                                     Chief Financial Officer


Date:  January 16, 2001



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