SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)(1)
BesiCorp Ltd.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
086339108
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(CUSIP Number)
William J. Poltarak, Zeichner, Ellman & Krause,
575 Lexington Avenue,
NY, NY 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 22, 1999
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 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
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
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(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 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 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>
CUSIP No. SCHEDULE 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Louis W. Pierro, Independent Special Trustee of the Zinn Family Charitable
Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
10,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |X|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
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14 TYPE OF REPORTING PERSON*
OO Charitable Remainder Trust
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. Security and Issuer.
Common stock, par value $.01 per share (the "Shares") of Besicorp
Ltd. (the "Issuer"). The address of the principal executive offices of the
Issuer is: 1151 Flatbush Road, Kingston, New York 12401.
ITEM 2. Identity and Background.
The person filing this statement is Louis W. Pierro, Independent
Special Trustee of the Zinn Family Charitable Trust, a charitable remainder
trust (the "Trust") created by a Declaration of Trust dated December 11, 1998
(the "Declaration"). The Trustee of the Trust is Michael F. Zinn. However, the
Declaration provides that an Independent Special Trustee exclusively exercise
the investment decisions, including, where appropriate, voting decisions, for
certain assets of the Trust, including the Shares it holds. Louis W. Pierro is
the Independent Special Trustee.
I. Information Concerning the Trust
(a) The Zinn Family Charitable Trust, Michael F. Zinn, Trustee, Louis W.
Pierro, Independent Special Trustee
(b) Address.
c/o Louis W. Pierro, Pierro & Associates, LLC, 80 State Street,
Albany, New York 12207.
(c) Certain Criminal Proceedings. None.
(d) Certain Civil Proceedings. None.
(e) Domicile.
The Trust was formed pursuant to the laws of New York.
II. Information Concerning the Independent Special Trustee.
(a) The Independent Special Trustee is Louis W. Pierro, Esq..
(b) Business Address: Pierro & Associates, LLC, 80 State Street, Albany,
New York 12207.
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(c) Certain Criminal Proceedings: None.
(d) Certain Civil Proceedings: None.
(e) Certain Civil Penalties: None.
(f) Citizenship: United States.
Item 3. Source and Amount of funds or Other Consideration.
Michael F. Zinn donated 126,984 shares of the common stock of
Besicorp Group, Inc. ("BGI") to the Trust in December, 1998 and 123,016 shares
of the common stock of BGI in February, 1999. On March 22, 1999, the Trust
received all of the Shares it owns as part of a distribution by BGI of all of
the outstanding Shares of the Issuer to the holders of BGI's Common Stock, on a
pro rata basis. Consequently, the Trust did not directly purchase the Shares it
owns.
Item 4. Purpose of Transaction.
Reference is made to Item 3. The Trust did not purchase the Shares
it owns. Shares of the common stock of BGI were donated to the Trust in
December, 1998, and in February, 1999 pro rata, In March, 1999 BGI distributed
the Shares to the Trust as part of a distribution of the Issuer's common stock
to all of BGI's shareholders.
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Not Applicable
(e) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
(i) Not Applicable
(j) Not Applicable
Item 5. Interest in Securities of the Issuer.
(a) As of March 22, 1999, the Trust holds beneficially and of record
10,000 Shares, which constitutes approximately 8.2% of the class of
Shares outstanding (based upon post-effective Amendment No. 2 to
Form 10-SB of the issuer, SEC File No. 000-25209).
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<PAGE>
Michael Zinn, Trustee and income recipient of the Trust,
individually owns approximately 57,969 shares (or approximately 51%
of the class outstanding), and has disclaimed beneficial ownership
of the shares owned by the Trust.
Louis W. Pierro, Independent Special Trustee individually for his
own account owns no Shares.
(b) Reference is made to Item 2.II. Pursuant to the Declaration, The
Independent Special Trustee holds the sole power to vote and to
direct the disposition of the Shares. Pursuant to the Declaration,
Michael F. Zinn, as Trustee, retains the power to dismiss and
appoint Independent Special Trustees.
(c) Reference is made to Items 3, 4 and 5.
(d) Proceeds from the sale of the Shares, if cash or readily marketable
securities or other similar assets, would, pursuant to the
Declaration, be under the control of Michael F. Zinn, as Trustee.
(e) Not applicable
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reference is made to Items 2, 3 and 5.
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
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.
September, 1999
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(Date)
/s/ Louis W. Pierro,
Independent Special Trustee
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(Signature)
/s/ Louis W. Pierro
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Louis W. Pierro
Independent Special Trustee
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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