SC 13D 1 doc1.txt SCHEDULE 13D (Page 1 of 5 Pages) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________ SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO PURSUANT TO RULE 13d-2(a) (Amendment No. 1) INTERNATIONAL AIRLINE SUPPORT GROUP, INC. ----------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 458865201 --------- (CUSIP Number) Alexius Dyer, III 1954 Airport Road, Suite 200 Atlanta, GA 30341 (770) 455-7575 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Philip A. Theodore King & Spalding 191 Peachtree Street, N.E. Atlanta, Georgia 30303-1764 (404) 572-4676 _________________ ----------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(y), check the following box: Note: Schedule filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) CUSIP No. 458865201 13D ------------------- --- NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 Alexius A. Dyer, III - ----------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) 2 (b) - --- SEC USE ONLY 3 SOURCE OF FUNDS 4 PF - -- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEM 2(d) or 2(e) - ------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - -------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 495,480 ------------ - ---------------------------- SHARED VOTING POWER -0- 8 - 9 SOLE DISPOSITIVE POWER 495,480 - --------------------------------- 10 SHARED DISPOSITIVE POWER -0- -- ------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 495,480 -- -------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES --------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 20.57% -- ------ TYPE OF REPORTING PERSON 14 IN -- -- .. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the common stock, par value $.001 per share (the "Common Stock"), of International Airline Support Group, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 1954 Airport Road, Suite 200, Atlanta, Georgia 30341. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) This Schedule 13D is filed on behalf of Alexius Dyer, III, an individual (the "Reporting Person"). The Reporting Person's address is 1954 Airport Road, Suite 200, Atlanta, Georgia 30341. The Reporting Person's principal occupation is Chairman, Chief Executive Officer and President of the Issuer. (d)-(e) During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, become subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of funds was the Reporting Person's personal funds in the amount of $92,768.75. ITEM 4. PURPOSE OF TRANSACTION The Reporting Person has acquired the shares of Common Stock for investment purposes only. The Reporting Person may acquire additional shares of Common Stock, dispose of all or some of such shares from time to time, in each case in open market transactions, block sales or purchases or otherwise, or may continue to hold such shares. The Reporting Person has no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a)-(j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) The Reporting Person beneficially owns 495,480 shares of Common Stock, or approximately 20.57% of the shares of Common Stock outstanding. This percentage is based on 2,146,498 shares of Common Stock outstanding, plus 262,724 shares represented by options held by the Reporting Person that are exercisable presently or within sixty days. The Reporting Person has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, 495,480 shares of Common Stock. The number of shares beneficially owned by the Reporting Person includes 262,724 shares that are subject to options that are exercisable presently or within sixty days. (c) The transactions in the shares of Common Stock that were effected since the date of the Reporting Person's most recent filing on Schedule 13D involved the following: OPEN MARKET PURCHASES: ----------------------- Date of Purchase Amount of Shares Price Per Share Purchase Price ------------------ ------------------ --------------- -------------- April 15, 1999 10,000 $ 3.75 $ 37,500.00 June 24, 1999 500 $ 4.1875 $ 2,093.75 June 25, 1999 2,000 $ 4.125 $ 8,250.00 June 25, 1999 5,000 $ 4.0625 $ 20,312.50 July 13, 1999 900 $ 4.50 $ 4,050.00 September 29, 1999 1,000 $ 4.375 $ 4,375.00 January 18, 2000 3,200 $ 3.4375 $ 11,000.00 January 18, 2000 1,000 $ 3.3125 $ 3,312.50 January 23, 2001 2,000 $ 0.9375 $ 1,875.00 OPTION GRANTS: -------------- Date of Purchase Amount of Shares Exercise Price Per Share ------------------ ------------------ --------------------------- October 3, 1996 57,878 $ 3.00 October 3, 1996 166,665 $ 3.00 December 3, 1998 38,000 $ 3.31 December 3, 1998 41,000 $ 3.31 December 24, 2001 75,000 $ 0.55 The Reporting Person exercised options to acquire 115,819 shares of Common Stock prior to the date of the Reporting Person's original filing on Schedule 13D on January 22, 1999 at an aggregate cost of $352,364.20. RESTRICTED STOCK GRANT: ------------------------ The Reporting Person received a grant of 50,000 shares of the Issuer's Common Stock pursuant to the Issuer's Broad Based Restricted Stock Plan on September 26, 2001. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has no contracts, arrangements, understandings or relations (legal or otherwise) with any person with respect to the Common Stock. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS None. ------ SIGNATURES ---------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 15, 2002 /s/ Alexius Dyer, III -------------------------- Alexius Dyer, III