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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Name of Issuer: International Airline Support Group Inc.
Title of Class of Securities: Common Stock, $.001 par value
CUSIP Number: 458865 201
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Hannah H. Strasser
Cardinal Capital Management, L.L.C.
One Fawcett Place
Greenwich, Connecticut 06830
(Date of Event which Requires Filing of this Statement)
October 4, 1996
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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
class. See Rule 13d-7).
*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 the purpose 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).
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CUSIP No. 458865 201
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cardinal Capital Management, L.L.C.
2. Check the appropriate box if a member of a group
a.
b. x
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
530,588.02
9. Sole Dispositive Power
10. Shared Dispositive Power
530,588.02
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
22.15%
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
14. Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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CUSIP No. 458865 201
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Cardinal Recovery Partners, L.P.
2. Check the appropriate box if a member of a group
a.
b. x
3. SEC Use Only
4. SOURCE OF FUNDS
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) of 2(e)
6. Citizenship or Place of Organization
Delaware
7. Sole Voting Power
8. Shared Voting Power
493,538.92
9. Sole Dispositive Power
10. Shared Dispositive Power
493,538.92
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
20.60%
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
14. Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES
TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE,
AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This statement relates to shares of Common Stock, $.001
par value, (the "Shares") of International Airline Support Group
Inc. (the "Company"), a Delaware corporation. The principal
executive office of the Company is located at 8095 NW 64th
Street, Miami, Florida 33166.
Item 2. Identity and Background
This statement is being filed on behalf of Cardinal Capital
Management, L.L.C. ("Cardinal Capital"), a Delaware limited
liability company, and Cardinal Recovery Partners, L.P. (the
"Partnership"), a Delaware limited partnership (Cardinal Capital
and the Partnership will be referred to collectively as the
"Reporting Persons"). Cardinal Capital serves as the general
partner of the Partnership. The members of Cardinal Capital are
Hannah H. Strasser, Amy K. Minella and Anne C. Yobage. The
Reporting Persons' principal office is located at One Fawcett
Place, Greenwich, Connecticut 06830.
None of the Reporting Persons or any member of Cardinal
Capital has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors). None of the Reporting Persons or any member of
Cardinal Capital has, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in a judgment, decree or
final order enjoining future violations of, or prohibiting or
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mandating activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Each of the members of Cardinal Capital is a citizen of
the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, Cardinal Capital is deemed to be
the beneficial owner of 530,588.02 Shares, 493,538.92 Shares of
which are held by the Partnership and the remaining 37,049.1
Shares of which are held by investment management clients of
Cardinal Capital. All of the Shares were acquired from the
Company in exchange for the Company's 8% Convertible Subordinated
Debentures due August 31, 2003 (the "Convertible Debentures")
that were held by the Partnership and Cardinal Capital's
investment management clients. No consideration was paid to the
Company in connection with the exchange pursuant to which the
Company issused 224.54 Shares for each $1,000 of principal amount
of Convertible Debentures held. The funds for the purchase of
the Convertible Debentures came from capital contributions to the
Partnership by its general and limited partners and from the
contributions of Cardinal Capital's investment management
clients.
Item 4. Purpose of Transaction
The Shares of which the Reporting Persons are deemed to
be the beneficial owner were acquired for, and are being held
for, investment purposes. The Reporting Persons may acquire
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additional Shares, dispose of all or some of those Shares from
time to time, in each case in open market transactions, block
sales or purchases or otherwise, or may continue to hold those
Shares.
The Reporting Person does not have any plan or proposal
which relates to, or would result in, any of the actions
enumerated in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Cardinal Capital is deemed to be
the beneficial owner 530,588.02 of Shares and the Partnership is
deemed to be one beneficial owner of 493,538.92 Shares. Based on
publicly available information, there are believed to be
2,395,104 Shares outstanding. Therefore, Cardinal Capital and
the Partnership are deemed to be the beneficial owners of 22.15%
and 20.60% of the outstanding Shares, respectively. Cardinal
Capital and the Partnership share the power to vote and direct
the vote and to dispose of or direct the disposition of all of
the 493,538.92 Shares of which the Partnership is currently
deemed to be the beneficial owner. Cardinal Capital has the power
to vote and direct the vote and to dispose of or direct the
disposition of the 37,049.1 Shares held by investment management
clients of Cardinal Capital.
The only transactions in the Shares that were effected
during the past 60 days by the Reporting Persons were the
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acquisition of the Shares from the Company pursuant to the
exchange offer described in Item 3.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
The Reporting Persons do not have any contract,
arrangement, understanding or relationship with any person with
respect to the Shares.
Item 7. Material to Be Filed as Exhibits
Attached to this Schedule as Exhibit A is a copy of the
written agreement required by Rule 13d-1(f) entered into by
Cardinal Capital and the Partnership relating to the filing of a
joint acquisition statement.
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Signature
Each of the undersigned, after reasonable inquiry and to
the best of each of their knowledge and belief, certifies that
the information set forth in this statement is true, complete and
correct.
October 14, 1996
Cardinal Capital Management, L.L.C.
By: /s/ Anne C. Yobage
Cardinal Recovery Partners, L.P.
By: Cardinal Capital Management, L.L.C.,
General Partner
By: /s/ Anne C. Yobage
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01269001.AD7
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
October 14, 1996 relating to the shares of common stock of
International Airline Support Group Inc. should be filed on
behalf of the undersigned.
Cardinal Capital Management, L.L.C.
By: /s/ Anne C. Yobage
Cardinal Recovery Partners, L.P.
By: Cardinal Capital Management,
L.L.C., General Partner
By: /s/ Anne C. Yobage
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01269001.AD7
