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SCHEDULE 13E-4/A
TENDER OFFER STATEMENT PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND RULE 13E-4 THEREUNDER
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 3)
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INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Name of Issuer)
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(Name of Person(s) Filing Statement)
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE AUGUST 31, 2003
(Title of Class of Securities)
NONE
CUSIP (Number of Class of Securities)
ALEXIUS A. DYER III
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
8095 N.W. 64TH STREET
MIAMI, FL 33166
(305) 593-2658
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) filing Statement)
AUGUST 29, 1996
(Date Tender Offer First Published, Sent or Given to Security-Holders)
CALCULATION OF FILING FEE
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<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$3,333,333.33 $666.67
</TABLE>
* Calculated pursuant to Rule 0-11(b)(2) based upon one-third of the principal
amount of the Convertible Debentures as of July 11, 1996, the latest
practicable date prior to the date of filing.
/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $1,149.43
Form or Registration No.: Registration Statement on Form S-4
Filing Party: International Airline Support Group, Inc.
Date Filed: July 12, 1996
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This Amendment No. 3 to Schedule 13E-4 is filed pursuant to
Rule 13e-4(c)(3) and amends the Schedule 13E-4 originally filed July 12, 1996 as
first amended on August 16, 1996 and as further amended on August 29, 1996.
ITEM 8. ADDITIONAL INFORMATION.
On Thursday, October 3, 1996, the Company accepted for exchange 100% of
the outstanding 8% Convertible Subordinated Debentures.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(e) Form of Press Release dated September 30, 1996.
(f) Form of Press Release dated October 1, 1996.
(g) Form of Press Release dated October 4, 1996.
2
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SIGNATURE
After due 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: October 9, 1996
/s/ GEORGE MURNANE III
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George Murnane III
Executive Vice President and Chief
Financial Officer
3
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(BW) (INTL-AIRLINE-SUPPORT) (IASG) International Airline Support Group Inc.
announces extension of exchange offer
Business Editors
MIAMI -- (BUSINESS WIRE) -- Sept. 30, 1996 -- International Airline Support
Group Inc. (Pink Sheets:IASG) announced Monday that it had extended the
Expiration Date of its Exchange Offer, previously scheduled to expire on Friday,
Sept. 27, 1996, until 12:00 midnight, New York City time on Monday, Sept. 30,
1996, unless further extended.
As of 5:00 p.m. Friday, the company had received tenders pursuant to the
Exchange Offer of 100% of the principal amount of Convertible Debentures subject
of the Exchange Offer. Alexius A. Dyer, the company's chief executive officer,
commented that the purpose of the extension was to resolve minor outstanding
issues relating to certain of the conditions to the Restructuring. The
company's Special Meeting of Stockholders, however, will continue to be held on
Sept. 30, 1996.
International Airline Support Group Inc., located in Miami, is a worldwide
supplier of aircraft spare parts to the aviation redistribution market.
CONTACT: International Airline Support Group Inc., Miami
George Murnane III, Chief Financial Officer
305/593-2658
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(BW) (INTL-AIRLINE-SUPPORT) (IASG) International Airline Support Group Inc.
announces second extension of Exchange Offer
Business Editors
MIAMI -- (BUSINESS WIRE) -- Oct. 1, 1996 -- International Airline Support
Group Inc. announced Tuesday that it had extended the Expiration Date of its
Exchange Offer, previously scheduled to expire on Monday, Sept. 30, 1996, until
12:00 midnight, New York City time on Tuesday, Oct. 1, 1996, unless further
extended.
As of 5:00 p.m. Monday, the company had received tenders pursuant to the
Exchange Offer of 100% of the principal amount of Convertible Debentures subject
of the Exchange Offer. Alexius A. Dyer III, the company's chief executive
officer, commented that the purpose of the second extension was to resolve minor
outstanding issues relating to certain of the conditions to the Restructuring.
The company's Special Meeting of Stockholders was held on Sept. 30, 1996, during
which the company's stockholders approved (i) a 1 for 27 reverse stock split,
(ii) certain amendments to the company's Certificate of Incorporation and (iii)
the adoption of a stock option plan for the company's directors, officers and
employees.
International Airline Support Group Inc., located in Miami, is a worldwide
supplier of aircraft spare parts to the aviation redistribution market.
CONTACT: International Airline Support Group Inc., Miami
George Murnane III, Chief Financial Officer
305/593-2658
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FOR: INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
APPROVED: ALEXIUS A. DYER, CHIEF EXECUTIVE OFFICER
CONTACT: GEORGE MURNANE III
CHIEF FINANCIAL OFFICER
INTERNATIONAL AIRLINE SUPPORT GROUP, INC.
(305) 593-2658
FOR IMMEDIATE RELEASE:
INTERNATIONAL AIRLINE SUPPORT GROUP, INC. ANNOUNCES COMPLETION OF
FINANCIAL RESTRUCTURING.
Miami, Florida--October 4, 1996: International Airline Support Group,
Inc. announced today the completion of its financial restructuring, which
included three related transactions: a 1-for-27 reverse stock split; the
issuance of approximately 2.2 million shares of Common Stock for 100% of the
outstanding principal amount of its 8% Convertible Subordinated Debentures due
2003; and the redemption of its 12% Senior Secured Notes due 1997 with an
advance pursuant to a new credit agreement entered into with BNY Financial
Corporation. Completion of the financial restructuring cured all defaults with
respect to the Company's indebtedness and eliminated the Company's stockholder's
deficit.
The Company's Common Stock will begin trading on a post-reverse-split-
basis on Tuesday, October 8, 1996, under the symbol "IFLY." Following the
reverse split, the Company has approximately 3 million shares of Common Stock
outstanding.
Lex Dyer, Chairman and Chief Executive Officer of the Company, stated,
regarding the successful completion of the restructuring, "The Company is
extremely pleased with the response to its financial restructuring proposals.
Of the approximately 90% of the outstanding stock voted, close to 95% was voted
in favor of the reverse-stock-split and we had 100% acceptance of the
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exchange offer for the Convertible Debentures. We consider this response a
validation of our efforts to revitalize IASG."
The Company is a worldwide supplier of aircraft spare parts to the
aviation redistribution market. During its last fiscal year, the Company
supplied parts to over 771 customers worldwide and reported operating revenues
of $23.2 million, income from operations of approximately $4.5 million and net
income of approximately $2.3 million.
