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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
AEROCENTURY CORP.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
007737
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(CUSIP Number)
Christopher Tigno, Esq., General Counsel,
JetFleet Management Corp.
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
(415) 696-3900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 16, 1998
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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 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 [ ].
*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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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON JetFleet Management Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3195342
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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 WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION State of California
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7 SOLE VOTING POWER 150,000
NUMBER OF
SHARES ----------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER -0-
OWNED BY
EACH ----------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 150,000
PERSON
WITH ----------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,000
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.2882%
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14 TYPE OF REPORTING PERSON (See Instructions) CO
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</TABLE>
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Item 1. Security and Issuer.
This statement relates to the Common Stock, $.001 par value (the "Common
Stock") of AeroCentury Corp. (the "Issuer").
Item 2. Identity and Background
This statement is being filed by JMC, which is a corporation organized
under the laws of the State of California. It conducts its principal business
operations in Burlingame, California 94010.
JMC is an aircraft leasing and management company. JMC is a service
provider to the Issuer under a Management Agreement.
JMC has not during the last five years been (i) convicted in a criminal
proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to judgment, decree and 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.
Item 3. Source and Amount of Funds or Other Consideration
JMC provided the initial capital to organize the Issuer and cover certain
expenses incurred by the Issuer in connection with the solicitation of consents
to the consolidation of JetFleet Aircraft, L.P. and JetFleet Aircraft II, L.P.
with and into the Issuer as described in the Registration Statement on Form
S-4, as amended (Registration No. 333-24743) filed with the Securities and
Exchange Commission and declared effective on September 23, 1997. JMC purchased
a total of 150,000 shares of Common Stock for a price of $150,000 via a stock
purchase agreement (the "Agreement") between JMC and the Issuer dated March 1,
1997.
The source of JMC's consideration under the Agreement was JMC's working
capital. JMC did not purchase any of the Common Stock with borrowed funds.
Item 4. Purpose of Transaction
JMC acquired the Common Stock as an investment. JMC may sell the Common
Stock from time to time in the open market or in privately negotiated
transactions, subject to applicable laws.
Except as set forth in this Item 4 and in Item 5, JMC has no present
intent or proposals that
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relate to or would result in: (i) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (ii)
an extraordinary corporate transaction, such as a merger, reorganizations or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) 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 vacancies on the Board; (v) any material change in the
capitalization or dividend policy of the Issuer; (vi) any other material change
in the Issuer's business or corporate structure; (vii) 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; (viii)
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;
(ix) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
or (x) any action similar to those enumerated above.
JMC reserves the right to determine in the future whether to change
the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. Interest in Securities of the Issuer
JMC will have sole voting power and sole dispositive power over the
Common Stock it holds. JMC has not been a party to any transaction in the
Common Stock other than the Agreement, in the last 60 days.
JMC granted certain JMC employees options to purchase forty three
thousand five hundred (43,500) shares of the Issuer's Common Stock held by JMC
under the JetFleet Management Corp. 1997 - ACY Equity Incentive Plan adopted on
April 1, 1997 (the "Plan").
Item 6. Contracts, Agreements, Understanding or Relationships with Respect to
Securities of the Issuer
On March 1, 1997, JMC and the Issuer entered into the Agreement,
whereby JMC purchased a total of 150,000 shares of Common Stock for $150,000
(see Item 5).
Item 7. Materials to be Filed as Exhibits
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 13D is true, complete and
correct.
JetFleet Management Corp.
Date: January 26, 1998 By:/s/Neal D. Crispin
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Neal D. Crispin
Title: President
