SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
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.
427 Bedford Road, Suite 230, Pleasantville, NY 10570 (914) 741-9600
(Name, address and telephone number of person
authorized to receive notices and communications)
March 21, 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 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.
(Continued on following pages)
(Page 1 of 7 Pages)
________________
* 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).
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 167,000
OWNED BY EACH
9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 167,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.64%
14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 167,000
OWNED BY EACH
9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 167,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.64%
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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 167,000
OWNED BY EACH
9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 167,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.64%
14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
CUSIP No. 458865201 Page 5 of 8 Pages
---------
1 NAME OF REPORTING PERSON Cohanzick Partners, L.P.
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 167,000
OWNED BY EACH
9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON
WITH 10 SHARED DISPOSITIVE POWER 167,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 167,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.64%
14 TYPE OF REPORTING PERSON* PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 8 Pages
Item 1. SECURITY AND ISSUER.
Item 1 is hereby amended and restated as follows:
The Schedule 13D initially filed on October 8, 1999 (the "Schedule 13D")
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 (the "Common Stock"), of International Airline Support Group, Inc. (the
"Company") is hereby amended by this Amendment No. 1 to the Schedule 13D.
The Company's principal executive offices are located at 1954 Airport Road,
Suite 200, Atlanta, GA 30341.
Item 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and restated as follows:
(a) This Statement is filed jointly by (a) David K. Sherman ("Mr.
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
427 Bedford Road, Suite 230, Pleasantville, NY 10570.
(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. Mr. 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.
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 $778,723.12 Such shares were
purchased with Cohanzick Partners' investment capital. Mr. Sherman,
Sunnyside and Cohanzick Capital do not directly own any of such shares.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated as follows:
Page 7 of 8 Pages
(a) Based upon an aggregate of 2,187,198 shares of Common Stock
outstanding, as set forth in the Issuer's Quarterly Report on Form 10-Q for
the fiscal quarter ended November 30, 1999, as of the close of business on
January 10, 2000:
(i) Cohanzick Partners beneficially owns 167,000 shares of Common
Stock, constituting approximately 7.64% 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 167,000 shares
of Common Stock owned by Cohanzick Partners, constituting approximately 7.64%
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
167,000 shares of Common Stock owned by Cohanzick Partners, constituting
approximately 7.64% 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 167,000
shares owned by Cohanzick Partners, constituting approximately 7.64% 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) Listed below are transactions with respect to the Reporting Persons.
Since the time of the filing of the original Schedule 13D, which includes
the period during the sixty days prior to and including March 30, 2000, 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
---- ------ -------- --------
12/31/99 Bought 3,000 $3.6600
01/10/00 Bought 6,000 $3.6471
03/03/00 Bought 4,000 $3.6588
03/06/00 Bought 2,000 $3.6625
Page 8 of 8 Pages
03/07/00 Bought 3,000 $3.7850
03/08/00 Bought 2,000 $3.7875
03/20/00 Bought 3,000 $3.9100
03/21/00 Bought 7,500 $3.9070
(d) Not Applicable
(e) Not Applicable
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: March 30, 2000
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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