-----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, O1FPdIPr8JPrcZT76Jp2M5GyKLrNGDbZf2BcUGfe5kkeU77IavXSr/02G4lZcKMY eR4kUsrh9SD3+LyJlY8LZQ== /in/edgar/work/20000912/0000950123-00-008459/0000950123-00-008459.txt : 20000922 0000950123-00-008459.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950123-00-008459 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000912 GROUP MEMBERS: COHANZICK CAPITAL LP 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: [5080 ] IRS NUMBER: 592223025 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42216 FILM NUMBER: 721332 BUSINESS ADDRESS: STREET 1: 1954 AIRPORT ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30341 BUSINESS PHONE: 7704557575 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/A BUSINESS ADDRESS: STREET 1: 427 BEDFORD RD STREET 2: SUITE 230 CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 2129536900 MAIL ADDRESS: STREET 1: 427 BEDFORD RD CITY: PLEASANTVILLE STATE: NY ZIP: 10570 SC 13D/A 1 y40331sc13da.txt AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* INTERNATIONAL AIRLINE SUPPORT GROUP, INC. --------------------------------------------------- (Name of Issuer) COMMON STOCK (PAR VALUE $.001 PER SHARE) --------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 458865201 -------------- (CUSIP Number) Mr. David K. Sherman Cohanzick Capital, L.P. 427 Bedford Road, Suite 230 Pleasantville, NY 10570 (914) 741-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 8, 2000 ------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Section Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) Rule 13d-1(b)(3) or (4), check the following box: o NOTE: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits, See Rule 240.13d-7 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 DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED ON THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR 2 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). - 2 - 3 SCHEDULE 13D (Amendment No. 2) CUSIP No. 458865201 1 Name of Reporting Person David K. Sherman - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if (a) [x] a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds 00 - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization U.S.A. - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 shares - -------------------------------------------------------------------------------- Number of Shares 8 Shared Voting Power 180,700 shares Beneficially Owned by ----------------------------------------------------- Reporting Person With 9 Sole Dispositive Power 0 shares ----------------------------------------------------- 10 Shared Dispositive Power 180,700 shares ----------------------------------------------------- 11 Aggregate Amount Beneficially 180,700 shares Owned By Each Reporting Person - -------------------------------------------------------------------------------- 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented Amount in Row (11) 8.25% - -------------------------------------------------------------------------------- 14 Type of Reporting Person IN - 3 - 4 SCHEDULE 13D (Amendment No. 2) CUSIP No. 458865201 1 Name of Reporting Person Sunnyside, L.L.C. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if (a) [x] a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds 00 - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 shares ----------------------------------------------------- Number of Shares 8 Shared Voting Power 180,700 shares Beneficially Owned by ----------------------------------------------------- Reporting Person With 9 Sole Dispositive Power 0 shares ----------------------------------------------------- 10 Shared Dispositive Power 180,700 shares ----------------------------------------------------- 11 Aggregate Amount Beneficially 180,700 shares Owned By Each Reporting Person - -------------------------------------------------------------------------------- 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented Amount in Row (11) 8.25% - -------------------------------------------------------------------------------- 14 Type of Reporting Person CO - 4 - 5 SCHEDULE 13D (Amendment No. 2) CUSIP No. 458865201 1 Name of Reporting Person Cohanzick Capital, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if (a) [x] a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds 00 - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 shares - -------------------------------------------------------------------------------- Number of Shares 8 Shared Voting Power 180,700 shares Beneficially Owned by ----------------------------------------------------- Reporting Person With 9 Sole Dispositive Power 0 shares ----------------------------------------------------- 10 Shared Dispositive Power 180,700 shares ----------------------------------------------------- 11 Aggregate Amount Beneficially 180,700 shares Owned By Each Reporting Person - -------------------------------------------------------------------------------- 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented Amount in Row (11) 8.25% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN - 5 - 6 SCHEDULE 13D (Amendment No. 2) CUSIP No. 458865201 1 Name of Reporting Person Cohanzick Partners, L.P. - -------------------------------------------------------------------------------- 2 Check the Appropriate Box if (a) [x] a Member of a Group (b) [ ] - -------------------------------------------------------------------------------- 3 SEC Use Only - -------------------------------------------------------------------------------- 4 Source of Funds 00 - -------------------------------------------------------------------------------- 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 shares ----------------------------------------------------- Number of Shares 8 Shared Voting Power 180,700 shares Beneficially Owned by ----------------------------------------------------- Reporting Person With 9 Sole Dispositive Power 0 shares ----------------------------------------------------- 10 Shared Dispositive Power 180,700 shares ----------------------------------------------------- 11 Aggregate Amount Beneficially 180,700 shares Owned By Each Reporting Person - -------------------------------------------------------------------------------- 12 Check box if the aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- 13 Percent of Class Represented Amount in Row (11) 8.25% - -------------------------------------------------------------------------------- 14 Type of Reporting Person PN - 6 - 7 Amendment No. 2 to Schedule 13D Item 1. Security and Issuer. Item 1 is hereby amended and restated as follows: The Schedule 13D initially filed on October 8, 1999 and the subsequent amendment thereto filed on March 30, 2000, (the "Schedule 13D") filed by Cohanzick Partners, L.P., a limited partnership organized under the laws of the State of Delaware ("Cohanzick Partners"); Cohanzick Capital, L.P., a limited partnership organized under the laws of the State of Delaware ("Cohanzick Capital"); Sunnyside, L.L.C., a limited liability company organized under the laws of the State of Delaware ("Sunnyside"); and David K. Sherman ("Mr. Sherman") relating to the common stock, par value $.001 per share (the "Common Stock"), of International Airline Support Group, Inc. (the "Company") is hereby amended by this Amendment No. 2 to the Schedule 13D to furnish the following information. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is hereby amended and restated as follows: The net investment cost (including commissions, if any) of the shares of Common Stock held by Cohanzick Partners is $819,571.89. Such shares were purchased with Cohanzick Partners' investment capital. Mr. Sherman, Sunnyside and Cohanzick Capital do not directly own any such shares. Item 4. Purpose of Transaction. Item 4 is hereby amended and restated as follows: On September 8, 2000, Cohanzick Partners, L.P. ("Cohanzick"), a Delaware limited partnership of which Cohanzick Capital, L.P., a Delaware limited partnership is the general partner, provided Issuer with a notice intended to comply with the Issuer's By-Laws ("Notice"), in order to submit business at the 2000 annual meeting of stockholders of Issuer ("Annual Meeting"). Cohanzick's Notice informed Issuer that the reason for conducting such business at the Annual Meeting is to nominate David K. Sherman for election to the board of directors of the Issuer. A copy of the Notice is attached hereto as Exhibit 1, and incorporated herein by reference in its entirety. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended and restated as follows: (a) Based upon an aggregate of 2,190,198 shares of Common Stock outstanding, as set forth in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on August 30, 2000, as of the close of business on September 8, 2000: - 7 - 8 (i) Cohanzick Partners beneficially owns 180,700 shares of Common Stock, constituting approximately 8.25 % of the shares of Common Stock; (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 Exchange Commission (" Rule 13d-3"), Cohanzick Capital may be deemed to beneficially own the 180,700 shares of Common Stock owned by Cohanzick Partners, constituting approximately 8.25% 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 of the provisions of the Rule 13d-3, Sunnyside may be deemed to beneficially own the 180,700 shares of Common Stock owned by Cohanzick Partners, constituting approximately 8.25% of the shares of Common Stock outstanding; and (iv) Mr. Sherman owns directly no shares of Common Stock. By reason of his position as general partner as managing member of Sunnyside, Mr. Sherman, under provisions of Rule 13d-3, may be deemed to beneficially own the 180,700 shares owned by Cohanzick Partners constituting approximately 8.25% of the shares of 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) Listed below are transactions with the respect to the Reporting Persons. Since the time of the most recent filing of the Schedule 13D, only Cohanzick Partners effected the transactions in the shares of the Common Stock in open market transactions with brokers, as follows:
Date Action Number of Shares Price per Share ---- ------ ---------------- --------------- 4/14/00 Bought 16,700 2.9059 6/21/00 Sold (3,000) (2.5599)
(d) Not applicable. (e) Not applicable. - 8 - 9 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer Item 6 is hereby amended to add the following: See Item 4. Item 7. Material to be Filed as Exhibits Exhibit 1- Notice of Stockholder Nominee, dated September 8, 2000 - 9 - 10 SIGNATURE --------- After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 12, 2000 Cohanzick Partners, L.P. By: /s/ David K. Sherman ------------------------ Cohanzick Capital, L.P., its sole General Partner By: /s/ David K. Sherman ------------------------ Sunnyside, L.L.C., its sole General Partner By: /s/ David K. Sherman ------------------------ David K. Sherman, Managing Member David K. Sherman /s/ David K. Sherman ------------------------ - 10 - EX-99.1 2 y40331ex99-1.txt NOTICE OF STOCKHOLDER NOMINEE 1 EXHIBIT 1 COHANZICK PARTNERS, L.P. 427 BEDFORD ROAD SUITE 230 PLEASANTVILLE, NEW YORK 10570 September 8, 2000 VIA TELECOPIER AND HAND DELIVERY - -------------------------------- International Airline Support Group, Inc. 1954 Airport Road Suite 200 Atlanta, Georgia 30341 Attention: Corporate Secretary Re: Notice of Stockholder Nominees ------------------------------------ Ladies and Gentlemen: Cohanzick Partners, L.P. ("Cohanzick") is hereby submitting this notice on the date hereof in order to comply with the requirements (the "By-law Requirements") set forth in Section 10 of the Amended and Restated By-Laws of International Airline Support Group, Inc. (the "Corporation") entitled "Notice of Stockholder Nominees." Cohanzick's address is 427 Bedford Road, Suite 230, Pleasantville, New York 10570. As of the close of business on September 8, 2000, Cohanzick is the record owner, beneficially, of 180,700 shares of common stock, par value $.01 per share, of the Corporation (the "Common Stock"), which constitutes approximately 8.25% of such class of securities (based upon the 2,190,198 shares of Common Stock stated to be outstanding as of August 30, 2000, by the Corporation in the Corporation's 10-K filing filed with the Securities and Exchange Commission). These shares were countersigned and registered in the stock transfer books of the Corporation in the name of "Cohanzick Partners, L.P." Cohanzick is a Delaware limited partnership whose principal business is to invest in securities of U.S. issuers. Cohanzick Capital, L.P. ("Cohanzick Capital"), a Delaware limited partnership, is the sole general partner of Cohanzick. Sunnyside, L.L.C. ("Sunnyside"), a limited liability company organized under the laws of the State of Delaware, is the sole general partner of Cohanzick Capital. David K. Sherman ("Mr. Sherman") is the sole managing member of Sunnyside. Neither Cohanzick Capital, Sunnyside nor Mr. Sherman directly own shares of Common Stock in the Corporation. By reason of their relationship to Cohanzick, however, under the provisions of Rule 13d-3 of the Securities and Exchange Commission, Cohanzick Capital, Sunnyside and Mr. Sherman may be deemed to beneficially own the Common Stock. 2 International Airline Support Group, Inc. September 8, 2000 - - Page 2- Cohanzick has the power to dispose of and to vote the shares of Common Stock, which power may be exercised by its general partner, Cohanzick Capital, its general partner, Sunnyside and ultimately Mr. Sherman, as managing member of Sunnyside. Cohanzick Capital, Sunnyside and Mr. Sherman have approved the giving of this notice by Cohanzick. Cohanzick hereby represents that it intends to appear at the 2000 annual meeting of the Corporation's stockholders (the "Annual Meeting") in person or by proxy to submit the business specified in this notice. Cohanzick is seeking at the Annual Meeting to elect the following person as a member of the Board of Directors of the Corporation and, in that regard, proposes to nominate David K. Sherman (the "Nominee"), as a nominee for election as director of the Corporation at the Annual Meeting. Cohanzick believes that as a large shareholder it is entitled to representation on the Board of Directors and to have representation and input with respect to the governance, business and strategic planning of the Corporation. If elected to the Board of Directors, Cohanzick believes that Mr. Sherman should serve on the audit, executive and compensation committees of the Board of Directors. Mr. Sherman has advised Cohanzick that he would waive any right to any compensation that may be payable to him in connection with his service on the Board of Directors of the Corporation. As required by the By-law Requirements, Cohanzick hereby advises you as follows with respect to the Nominee: (i) Name: David K. Sherman; Age: 35; Business Address: 427 Bedford Road, Suite 230, Pleasantville, New York 10570; Residential Address: 8 Round Hill Road, Chappaqua, New York 10514; (ii) Mr. Sherman is the founder of Cohanzick and is a member of Cohanzick Management, LLC ("Cohanzick Management"). Cohanzick focuses on buying public and private securities with an opportunistic, value-oriented approach. Cohanzick principally invests in U.S. public and private equities. Prior to forming Cohanzick Management, Mr. Sherman was employed by Leucadia National Corporation for ten years. At his departure from Leucadia, Mr. Sherman served as Vice President involved in investments and acquisitions and he was Treasurer of Leucadia's insurance companies. Mr. Sherman is graduated from Washington University with a Bachelor of Science in Business Administration; (iii) as set forth above, Mr. Sherman owns directly no shares of Common Stock. By reason of his position as the managing member of Sunnyside, Mr. Sherman may be deemed to beneficially own the 180,700 shares of Common Stock owned by Cohanzick; and (iv) a copy of the Nominee's written consent to act as a director of the Corporation is annexed hereto as Exhibit A. As required by the By-law Requirements, Cohanzick hereby advises you as follows with respect to Cohanzick: (i) Name and address: Cohanzick Partners, L.P., 427 Bedford Road, Suite 230, Pleasantville, New York 10570; and (ii) Class and Number of Shares: 180,700 shares of Common Stock of the Corporation. 3 International Airline Support Group, Inc. September 8, 2000 - - Page 3- Except as set forth herein, to the best knowledge of Cohanzick, (i) the Nominee does not own any securities of the Corporation or any parent or subsidiary of the Corporation, directly or indirectly, beneficially or of record, or has purchased or sold any securities of the Corporation within the past two years, and none of their associates beneficially owns, directly or indirectly, any securities of the Corporation, (ii) neither the Nominee, his associates nor any member of his immediate family, or Cohanzick or its associates, has any arrangement or understanding with any person (a) with respect to any future employment by the Corporation or its affiliates, or (b) with respect to future transactions to which the Corporation, or any of its affiliates, will or may be a party, or any material interest, direct or indirect, in any transaction, or series of similar transactions, that has occurred since January 1, 1999, or any currently proposed transaction, or series of similar transactions, to which the Corporation, or any of its subsidiaries, was or is to be a party and in which the amount involved exceeds $60,000, (iii) the Nominee is, or was within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies, (iv) the Nominee, nor any of his associates, has any arrangement or understanding with any person pursuant to which he was or is to be selected as a director, nominee or officer of the Corporation, and (v) there is no other information with respect to the Nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required by the rules and regulations of the Securities and Exchange Commission promulgated under the Securities Exchange Act of 1934, as amended. Matters disclosed in any part of this notice should be deemed disclosed for all purposes of this notice. The written consent of the Nominee, as required by the By-law Requirements, is attached as Annex A. Cohanzick and/or the Nominee will promptly provide any other information reasonably requested by the Corporation pursuant to the By-law Requirements. Please be advised, however, that, notwithstanding the compliance of Cohanzick and/or the Nominee with the By-law Requirements, neither the delivery of this notice in accordance with the terms of the By-law Requirements, nor the delivery of any additional information, if any, provided by Cohanzick, or any of its affiliates to the Corporation from and after the date hereof, shall be deemed to constitute an 4 International Airline Support Group, Inc. September 8, 2000 - - Page 4- admission by Cohanzick, or any of its affiliates, of the legality or enforceability of the By-law Requirements or a waiver by any such person or entity of its right to, in any way, contest or challenge the enforceability thereof. Very truly yours, COHANZICK PARTNERS, L.P. By: /s/ David K. Sherman ------------------------ David K. Sherman, a Managing Member of Sunnyside, LLC, which is a Managing Member of Cohanzick Capital, LLC, which is a General Partner of Cohanzick Partners, LP cc: Philip A. Theodore, Esq. King & Spalding 5 EXHIBIT A CONSENT OF NOMINEE The undersigned hereby consents to being named as a nominee for election as a director of International Airline Support Group, Inc. (the "Company") in the proxy statement and other materials concerning the undersigned's nomination in connection with the solicitation of proxies from stockholders of the Company to be voted at the 2000 annual meeting of stockholders of the Company and any adjournment thereof, and further consents to serve as a director of the Company, if elected. /s/ David K. Sherman -------------------- David K. Sherman Dated: September 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----