[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).
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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>
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>
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
<Page
Page 8 of 8 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
None of the persons identified in Item 2 above is a party to any
contract, arrangement, understanding or relationship with respect to any
securities of the Issuer.
ITEM 7. MATERIAL 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: October 8, 1999
Cohanzick Partners, L.P.
By: Cohanzick Capital, L.P.
its sole General Partner
By: 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
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