-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MHEcVSJ8JfwS7R45mcJmnY8UmNsXeJTR8WnoaTl8MSRd96ans3dzZLCWWX+t6iY1 0f2MSU5pnykpbkULQE43kg== 0000902664-99-000561.txt : 19991018 0000902664-99-000561.hdr.sgml : 19991018 ACCESSION NUMBER: 0000902664-99-000561 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991008 GROUP MEMBERS: COHANZICK CAPITAL LP GROUP MEMBERS: COHANZICK CAPITAL, L.P. GROUP MEMBERS: COHANZICK PARTNERS, LP GROUP MEMBERS: DAVID K. SHERMAN GROUP MEMBERS: SUNNYSIDE, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL AIRLINE SUPPORT GROUP INC CENTRAL INDEX KEY: 0000859307 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MACHINERY, EQUIPMENT & SUPPLIES [5080] IRS NUMBER: 592223025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42216 FILM NUMBER: 99725383 BUSINESS ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30341 BUSINESS PHONE: 770-455-7575 MAIL ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30341 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHANZICK CAPITAL LP CENTRAL INDEX KEY: 0001096190 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 110 EAST 42ND ST STREET 2: STE 1305 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129536900 MAIL ADDRESS: STREET 1: 110 EAST 42ND ST STREET 2: STE 1305 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 [TYPE] SC 13D [DESCRIPTION]SCHEDULE 13D [TEXT] SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________ SCHEDULE 13D Under the Securities Exchange Act of 1934 International Airline Support Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 458865201 (CUSIP Number) Mr. David K. Sherman, Cohanzick Capital, L.P. 110 East 42nd Street, Suite 1305, New York, NY 10017 (212) 953-6900 (Name, address and telephone number of person authorized to receive notices and communications) September 29, 1999 (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13(d)-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 458865201 Page 2 of 8 Pages --------- 1 NAME OF REPORTING PERSON David K. Sherman 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 136,500 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 136,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.24% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 458865201 Page 3 of 8 Pages --------- 1 NAME OF REPORTING PERSON Sunnyside, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 136,500 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 136,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.24% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 458865201 Page 4 of 8 Pages --------- 1 NAME OF REPORTING PERSON Cohanzick Capital, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 136,500 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 136,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.24% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 458865201 Page 5 of 8 Pages --------- 1 NAME OF REPORTING PERSON Cohanzick Partners, LP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER 0 SHARES BENEFICIALLY 8 SHARED VOTING POWER 136,500 OWNED BY EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER 136,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 136,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.24% 14 TYPE OF REPORTING PERSON* PN Page 6 of 8 Pages ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D (the "Statement") filed with the Securities and Exchange Commission (the "SEC") by the persons named in Item 2 below relates to the shares of common stock, $.001 par value (the "Common Stock"), of International Airline Support Group, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 1954 Airport Road, Suite 200, Atlanta, GA 30341. ITEM 2. IDENTITY AND BACKGROUND. (a) This Statement is filed jointly by (a) David K. Sherman; (b) Sunnyside, L.L.C. ("Sunnyside"), (c) Cohanzick Capital, L.P. ("Cohanzick Capital"); and (d) Cohanzick Partners, L.P. ("Cohanzick Partners"); (the persons listed in clauses (a) through (d) above, are the "Reporting Persons"). (b) The principal business address of each of the Reporting Persons is 110 East 42nd Street, Suite 1305, New York, NY 10017. (c) Cohanzick Partners is a Delaware limited partnership whose principal business is to invest in securities of U.S. issuers. Cohanzick Capital, a Delaware limited partnership, is the sole general partner of Cohanzick Partners. Sunnyside, a Delaware limited liability company, is the sole general partner of Cohanzick Capital. David K. Sherman is a United States citizen and the sole managing member of Sunnyside. (d) Not Applicable (e) Not Applicable (f) See (c), above ITEM 3. SOURCE AND AMOUNT OF FUNDS. The net investment cost (including commissions, if any) of the shares of Common Stock held by Cohanzick Partners is $663,938.02 Such shares were purchased with Cohanzick Partners' investment capital. David K. Sherman, Sunnyside and Cohanzick Capital do not directly own any of such shares. ITEM 4. PURPOSE OF TRANSACTION. Cohanzick Partners acquired the shares of Common Stock as an investment. The Reporting Persons have no present plans or proposals that relate to or would result in any of the actions enumerated in Item 4 of the Special Instructions for Complying with Schedule 13D. The Reporting Persons reserve the right to buy additional securities of the Issuer or sell securities of the Issuer from time to time. Page 7 of 8 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Based upon an aggregate of 2,187,598 shares of Common Stock outstanding, as set forth in the Issuer's Annual Report on Form 10-K for the fiscal year ended May 31, 1999, as of the close of business on August 10, 1999: (i) Cohanzick Partners beneficially owns 136,500 shares of Common Stock, constituting approximately 6.24% of the shares of Common Stock outstanding; (ii) Cohanzick Capital owns directly no shares of Common Stock. By reason of its position as general partner of Cohanzick Partners, under the provisions of Rule 13d-3 of the Securities and Exchange Commission ("Rule 13d- 3"), Cohanzick Capital may be deemed to beneficially own the 136,500 shares of Common Stock owned by Cohanzick Partners, constituting approximately 6.24% of the shares of Common Stock outstanding; (iii) Sunnyside owns directly no shares of Common Stock. By reason of its position as general partner of Cohanzick Capital, under the provisions of Rule 13d-3, Sunnyside may be deemed to beneficially own the 136,500 shares of Common Stock owned by Cohanzick Partners, constituting approximately 6.24% of the shares of Common Stock outstanding; and (iv) Mr. Sherman owns directly no shares of Common Stock. By reason of his position as managing member of Sunnyside, Mr. Sherman, under provisions of Rule 13d-3, may be deemed to beneficially own the 136,500 shares owned by Cohanzick Partners, constituting approximately 6.24% of the shares of the Common Stock outstanding. (b) Cohanzick Partners has the power to dispose of and to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Cohanzick Capital, its general partner, Sunnyside and ultimately Mr. Sherman, as managing member of Sunnyside. Therefore each of the Reporting Persons shares the power, and does not have sole power, to dispose of and to vote the shares of Common Stock beneficially owned by it and the other Reporting Persons. (c) With respect to the Reporting Persons, during the sixty days prior to and including October 8, 1999, only Cohanzick Partners effected transactions in the shares of Common Stock in open market transactions with brokers, as follows: Number Price Date Action of Shares per Share ---- ------ -------- -------- 09/29/99 Bought 136,500 $4.864 (d) Not Applicable (e) Not Applicable -----END PRIVACY-ENHANCED MESSAGE-----