<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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 28, 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(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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 007737 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JetFleet Holding Corp.
94-3195342
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
174,767 SHARES
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0 shares of Common Stock
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
174,767 SHARES
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 shares of Common Stock
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
174,767 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)
11.32%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
<PAGE> 3
Page 3 of 5 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 JetFleet Holding Corp. ("JHC")
which is a corporation organized under the laws of the State of California. It
conducts its principal business operations in Burlingame, California.
JHC is the parent company of the corporation that provides management
services to the issuer pursuant to a management agreement.
During the last five years, JHC has not 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
JHC acquired 150 shares of Common Stock of ACY upon JHC's founding of
ACY. In 1999, pursuant to a stock option incentive plan between JHC and its
employees, two employees exercised options to purchase an aggregate of 2,833
shares of ACY common stock held by JHC.
On January 28, 2000 and January 31, 2000, a subsidiary of JHC purchased
25,000 and 2,600 shares of ACY Common Stock on the open market, respectively,
causing JHC to beneficially own greater than 10% of the Common Stock of ACY. The
source of the subsidiary's consideration was working capital. Neither JHC nor
the subsidiary purchased any of the Common Stock with borrowed funds.
ITEM 4. PURPOSE OF TRANSACTION
The shares beneficially owned by JHC were acquired for purposes of
investment and not for the purpose of changing the control of ACY.
JHC has no plans that 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;
<PAGE> 4
Page 4 of 5 Pages
(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.
JHC will have sole voting power and sole dispositive power over the
Common Stock it holds. JHC has not been a party to any transaction in the Common
Stock other than that disclosed in this report.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
JHC granted certain of its employees options to purchase 43,500 shares
of ACY common stock held by JHC under the JHC 1997-ACY Equity Incentive Plan
adopted on April 1, 1997 (the "Plan").
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- JMC 1997 - ACY Equity Incentive Plan [Previously filed].
<PAGE> 5
Page 5 of 5 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.
JETFLEET HOLDING CORP.
/s/ Neal D. Crispin
-----------------------------------
BY: Neal D. Crispin, President
Dated: February 7, 2000
