<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ____)
AeroCentury Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
007737
(CUSIP Number)
Neal D. Crispin
1440 Chapin Avenue
Suite 310
Burlingame, California 94010
650-696-3900
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 16, 1998
(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(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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
disclosures provided in a prior cover page.
The information required on 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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SCHEDULE 13D
CUSIP NO. 893537 10 0 Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neal D. Crispin
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0 SHARES
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 194,394 shares of Common Stock
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0 SHARES
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
194,394 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,394 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP NO. 893537 10 0 Page 3 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Toni M. Perazzo
Social Security No. ###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(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
U.S.A.
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0 SHARES
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 194,394 shares of Common Stock
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0 SHARES
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
194,394 shares of Common Stock
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,394 shares of Common Stock
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Page 4 of 7 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is the
Common Stock, $0.001 par value ("Common Stock"), of AeroCentury Corp. ("ACY"),
a Delaware corporation, whose principal executive offices are located at 1440
Chapin Avenue, Suite 310, Burlingame, California 94010.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Neal D. Crispin and Toni M.
Perazzo, husband and wife. Mr. Crispin is President and Chairman of the Board
of ACY, and is also President and Chairman of the Board of JetFleet Management
Corp. and President and sole director of CMA Consolidated, Inc. Ms. Perazzo is
Vice President - Finance, Secretary and a Director of ACY and is also Vice
President - Finance, Secretary and a Director of JetFleet Management Corp. and
Vice President - Finance and Secretary of CMA Consolidated, Inc. The business
address of Mr. Crispin and Ms. Perazzo is 1440 Chapin Avenue, Suite 310,
Burlingame, California 94010.
During the last five years, neither Mr. Crispin nor Ms. Perazzo has
been (a) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (b) a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which either of
them was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
Mr. Crispin and Ms. Perazzo are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Crispin and Ms. Perazzo jointly acquired, as limited partners of
JetFleet Aircraft, L.P., an aggregate of 91 shares of Common Stock of ACY
pursuant to an Agreement and Plan of Merger dated January 1, 1998 (the "Merger
Agreement") among JetFleet Aircraft, L.P. ("JetFleet I"), JetFleet Aircraft II,
L.P. ("JetFleet II") and ACY. The Merger Agreement provided for the merger of
JetFleet I and JetFleet II into ACY, and as a result of such merger, Mr.
Crispin and Ms.Perazzo's JetFleet I limited partnership interests were
converted into 91 shares of Common Stock of ACY.
Mr. Crispin and Ms. Perazzo are the beneficial owners of approximately
60% of the Common Stock of JetFleet Management Corp. ("JMC") and are both
officers and directors of JMC. JMC owns 150,000 shares of Common Stock of ACY,
purchased upon the initial capitalization of ACY.
Capital Management Associates ("CMA") holds 44,119 shares of ACY Common
Stock. Initially, 67,793 shares of ACY Common Stock were distributed to CMA
Capital Group, Inc. ("Group"), the general partner of JetFleet I and JetFleet
II pursuant to the Merger Agreement, and distributed to Group's parent, CMA
Capital Corporation, and then to CMA, along with other creditors of CMA
Capital Corporation, as settlement of indebtedness of CMA Capital Corporation,
to CMA. Mr. Crispin is the sole shareholder and director of the parent of CMA.
Mr. Crispin and Ms. Perazzo, collectively were an individual creditor
of CMA Capital Corporation and as such received a total of 84 shares of ACY
Common Stock.
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Page 5 of 7 Pages
CMA Capital Management, Inc. ("CMACM") purchased on the open market 100
shares of ACY Common Stock on January 16, 1998, the opening day of trading,
using working capital. Mr. Crispin is the sole shareholder, director and
officer of CMA Consolidated, Inc., the 100% parent of CMACM.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Crispin and Ms. Perazzo jointly acquired beneficial ownership of
an aggregate of 194,394 shares of Common Stock of ACY for purposes of
investment and not for the purpose of changing the control of ACY.
Neither Mr. Crispin nor Ms. Perazzo has any plans which relate to or
would result in:
(a) the acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer; provided, however, that
they reserve the right to acquire additional securities of the issuer or
dispose of securities of the issuer from time to time;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the issuer;
(f) any other material change in the issuer's business or corporate
structure;
(g) changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
(h) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
(a) Mr. Crispin and Ms. Perazzo together are the beneficial owners of
an aggregate of 194,394 shares of Common Stock of ACY, representing
approximately 12.14% of the outstanding shares of Common Stock of ACY.
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Page 6 of 7 Pages
(b) The shares of Common Stock owned directly by Mr. Crispin and Ms.
Perazzo are registered jointly in their names, and, as such, they share jointly
the power to vote or to direct the vote of and to dispose or to direct the
disposition of the shares. Because Mr. Crispin and Ms. Perazzo are directors,
officers, principal shareholders and indirect beneficial owners of 60% of the
Common Stock of JMC, Mr. Crispin and Ms. Perazzo share jointly, along with
other shareholders, the power to vote or to direct the vote of and to dispose
or to direct the disposition of the shares held by JMC. Because Mr. Crispin is
a director and officer and Ms. Perazzo is an officer of each of Capital
Management Associates and CMA Capital Management, Inc., and Mr. Crispin is the
sole shareholder of CMA Consolidated, Inc., the 100% parent of Capital
Management Associates and CMA Capital Management, Inc., Mr. Crispin and Ms.
Perazzo share jointly the power to vote or to direct the vote of and to
dispose or to direct the disposition of the 44,119 shares of Common Stock held
by Capital Management Associates.
(c) Beneficial ownership of 91 shares was acquired by Mr. Crispin and
Ms. Perazzo pursuant to the Merger Agreement identified in Item 3 of this
Schedule 13D. Beneficial ownership of 150,000 shares of Common Stock by Mr.
Crispin and Ms. Perazzo arises out of their "controlling person" status of
JetFleet Management Corp, which owns directly 150,000 shares, as identified in
Item 3 of this Schedule 13D. Beneficial ownership of 44,119 shares was
acquired by Capital Management Associates as described in Item 3 of this
Schedule 13D. Beneficial ownership of 84 Shares of Common Stock was acquired
by Mr. Crispin and Ms. Perazzo as creditors of CMA Capital Corporation, as
described in Item 3 of this Schedule 13D. Beneficial ownership of 100 shares
was acquired through CMA Capital Management, Inc.'s purchase on the open
market as described in Item 3 of this Schedule 13D.
(d) To the knowledge and belief of Mr. Crispin and Ms. Perazzo, no
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the 194,394 shares
of Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Under JMC 1997-ACY Equity Incentive Plan (the "Plan"), JMC has granted
Mr. Crispin has an option to purchase 20,000 shares of ACY Common Stock held by
JMC, which vests over a three year period.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- JMC 1997 - ACY Equity Incentive Plan [TO BE FILED BY AMENDMENT].
Exhibit 99.2 -- Joint Filing Agreement
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Page 7 of 7 Pages
SIGNATURE
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.
/s/ Neal D. Crispin
-----------------------------------
Neal D. Crispin
/s/ Toni M. Perazzo
-----------------------------------
Toni M. Perazzo
Dated: January 26, 1998
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
99.2 Joint Filing Agreement
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EXHIBIT 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the undersigned hereby agree to the joint filing with all
other Reporting Persons (as such term is defined in the Schedule 13D referred
to below) on behalf of each of them of a statement on Schedule 13D (including
amendments thereto) with respect to the Common Stock, par value $0.001 per
share, of Common Stock of AeroCentury Corp. and that this Agreement be included
as an Exhibit to such joint filing. This Agreement may be executed in any
number of counterparts all of which taken together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
this 26th day of January 26th.
/s/ Neal D. Crispin
------------------------------------
NEAL D. CRISPIN
/s/ Toni M. Perazzo
------------------------------------
TONI M. PERAZZO
