<PAGE> 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.
<PAGE> 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.
<PAGE> 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
<PAGE> 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
<PAGE> 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
