AEROCENTURY CORP
SC 13G, 2000-02-03
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ---------------

                                 SCHEDULE 13G
                                (RULE 13d-102)


       INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
        13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
                                 RULE 13d-2(b)


                           (AMENDMENT NO.     )(1)
                                          ----


                               AeroCentury Corp.
- --------------------------------------------------------------------------------
                               (Name of Issuer)




                                 common stock
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)




                                 007737-10-9
- --------------------------------------------------------------------------------
                                (CUSIP Number)




                                July 30, 1999
- --------------------------------------------------------------------------------
           (Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

    [ x ]  Rule 13d-1(b)
    [   ]  Rule 13d-1(c)
    [   ]  Rule 13d-1(d)


- ---------------
        (1)  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 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>   2

CUSIP NO.   007737-10-9                 13G            PAGE   1   OF   5   PAGES
         ---------------------                              -----    -----

  (1)     NAMES OF REPORTING PERSONS   Pal-Bro Partners, LLC
          I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
               06-1264005
          ---------------------------------------------------------------------

  (2)     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a)   [   ]
                                                                    (b)   [ x ]

          ---------------------------------------------------------------------

  (3)     SEC USE ONLY

          ---------------------------------------------------------------------

  (4)     CITIZENSHIP OR PLACE OF ORGANIZATION
                          New York
          ---------------------------------------------------------------------

                       (5)     SOLE VOTING POWER
  NUMBER OF                    123,468
   SHARES              --------------------------------------------------------
 BENEFICIALLY          (6)     SHARED VOTING POWER
  OWNED BY                            0
    EACH               --------------------------------------------------------
  REPORTING            (7)     SOLE DISPOSITIVE POWER
 PERSON WITH                   123,468
                       --------------------------------------------------------
                       (8)     SHARED DISPOSITIVE POWER
                                      0
                       --------------------------------------------------------

  (9)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                    123,468
          ---------------------------------------------------------------------

 (10)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
          SHARES*                                                         [   ]

          ---------------------------------------------------------------------

 (11)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                   7.97%
          ---------------------------------------------------------------------

 (12)     TYPE OF REPORTING PERSON*
              BD
          ---------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT!





<PAGE>   3
                                                         Page  2  of  5  Pages
                                                              ---    ---



Item 1.    (a).    Name of Issuer:

                    AeroCentury Corp.

           (b).    Address of Issuer's Principal Executive Offices:


                    1440 Chapin Avenue, Suite 310
                    Burlingame, CA 94010

Item 2.    (a).    Name of Person Filing:

                     Pal-Bro Partners, LLC


           (b).    Address of Principal Business Office:

                     2 Rector Street, 16th Floor
                     New York, New York 10006





<PAGE>   4
                                                         Page  3  of  5  Pages
                                                              ---    ---


Item 2.    (c).    Citizenship:

                   New York


           (d).    Title of Class of Securities:

                    Common Stock

           (e).    CUSIP Number:

                    007737-10-9

Item 3.            This statement is filed pursuant to Rule 13d-1(b by BD


Item 4.            Ownership.

           (a).    Amount Beneficially Owned

                     123,468

           (b).    Percent of Class:

                     7.97%

           (c).    Number of Shares as to which Pal-Bro Partners, LLC has:

                   (i)      sole power to vote or to direct the vote 123,468

                   (ii)     shared power to vote or to direct the vote 0

                   (iii)    sole power to dispose or to direct the  123,468
                            disposition of

                   (iv)     shared power to dispose or to direct the   0
                            disposition of







<PAGE>   5
                                                         Page  4  of  5  Pages
                                                              ---    ---


Item 5.            Ownership of Five Percent or Less of a Class:

                         N/A



Item 6.            Ownership of More Than Five Percent on Behalf of Another
                   Person:

                         N/A


Item 7.            Identification and Classification of Subsidiaries which
                   Acquired the Security Being Reported on by the Parent
                   Holding Company:


                          N/A


Item 8.            Identification and Classification of Members of the Group:


                          N/A




<PAGE>   6
                                                         Page  5   of 5   Pages
                                                              ---    ---


Item 9.            Notice of Dissolution of Group:

                      N/A


Item 10.           Certification:

                   By signing below I certify that, to the best of my knowledge
                   and belief, the securities referred to above were acquired
                   in the ordinary course of business and were not acquired for
                   the purpose of and do not have the effect of changing or
                   influencing the control of the issuer of such securities and
                   were not acquired in connection with or as a participant in
                   any transaction having such purpose or effect.


                   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.







                                          By:  /s/ Joe Palmeri
                                               ------------------------
                                                       Joe Palmeri
                                               Title:  Managing Member





Dated:    February 1, 2000








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