UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
AEROCENTURY CORP.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
007737-10-9
(CUSIP Number)
December 31, 2002
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 ("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 1 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PAL-BRO PARTNERS, LLC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
O (ON 1/01/02) 0 (1/02/02 AND THEREAFTER)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,400 (ON 1/01/02) 0 (1/02/02 AND THEREAFTER)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
11.28% (ON 1/01/02) 0 (1/02/02 AND THEREAFTER)
12. TYPE OF REPORTING PERSON: HC
Page 2 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HBH SPECIALISTS LLC
13-4162280
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 (ON 1/01/02) 142,400 (1/02/02 AND THEREAFTER)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0% (ON 1/01/02) 11.28% (1/02/02 AND THEREAFTER)
12. TYPE OF REPORTING PERSON: BD
Page 3 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BEAR HUNTER HOLDINGS LLC
13-4094425
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON: HC
Page 4 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BEAR WAGNER SPECIALISTS LLC
13-4094426
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON: HC; BD
Page 5 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ESTATE OF EMERIC HARVEY
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON: 00
Page 6 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HARVEY, JENNIFER L.
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON: IN
Page 7 of 17
CUSIP NUMBER 007737-10-9
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HYY SPECIALISTS LLC
13-3917560
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
0
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11. PERCENT OF THE CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12. TYPE OF REPORTING PERSON: BD; HC
Page 8 of 17
CUSIP NUMBER 007737-10-9
Item 1.
(a) Name of Issuer: AEROCENTURY CORP.
(b) Address of Issuer's Principal Executive Offices:
1440 Chapin Avenue, Suite 310
Burllingame, CA 94019
Item 2.
(a) Name of Persons Filing:
(i) PAL-BRO PARTNERS, LLC
(ii) HBH SPECIALISTS LLC
(iii) BEAR HUNTER HOLDINGS LLC
(iv) BEAR WAGNER SPECIALISTS LLC
(v) HARVEY, ESTATE OF EMERIC
(vi) HARVEY, JENNIFER L.
(vii) HYY SPECIALISTS LLC
(b) Address of Principal Business Office:
(i):
Two Rector Street, 16th Floor
New York, NY 10006
(ii), (iii) and (iv):
40 WALL STREET - 42ND FLOOR
NEW YORK, NEW YORK 10005
(v), (vi) and (vii):
39 BROADWAY, 32nd FLOOR
NEW YORK, NEW YORK 10004
(c) Place of Organization or Citizenship:
(i) New York
(ii) New York
(iii) Delaware
(iv) Delaware
(v) USA
(vi) New York
(vii) New York
Page 9 of 17
(d) Title of Class of Securities:
Common Stock
(e) CUSIP NUMBER:
0007737-10-9
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance with Sections 240.13d-1
(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Sections 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Sections 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [X] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
This Amendment No. 2 is filed pursuant to Section 240.13d-2(b) of the Securities
and Exchange Act of 1934. The statement on this amended Schedule 13G relates to
an aggregate total of 142,400 shares of the outstanding common shares of the
issuer, Aerocentury Corp., beneficially owned as of December 31, 2002,
representing 11.28% of the class (the "Shares").
On January 30, 1999, PAL-BRO PARTNERS, LLC ("Pal-Bro"), a registered
broker-dealer and American Stock Exchange, Inc.
Page 10 of 17
specialist member organization, acquired a position in the Shares in excess of
5% of the issuer's outstanding common shares in the normal course of its duty to
maintain a fair and orderly market as the designated specialist in the common
stock of Aerocentury Corp.
On January 2, 2002, Pal-Bro transferred its entire specialist business,
including the Shares, to a subsidiary in which Pal-Bro has a minority interest,
HBH Specialists LLC ("HBH"). HBH acquired the Shares as Pal-Bro's
successor-in-interest to Pal-Bro's specialist security positions. Subsequent to
the transfer, Pal-Bro ceased engaging in business as a broker-dealer.
All persons other than HBH identified on this Schedule 13G,represent, as of
January 2, 2002, a parent holding company or a control person of HBH in
accordance with 17 CFR 240.13d-1(b)(1)(ii)(G)(collectively, the "Control
Persons"). Parent holding companies that do not have voting or dispositive power
over the Shares pursuant to agreement are not identified herein.
Only Pal-Bro, and its successor-in-interest, HBH, have held the Shares since
their acquisition. Some or all of the Control Persons of HBH who are identified
in this Schedule may have shared or share with HBH the power to vote, direct the
vote, dispose, or direct the disposition of, the Shares, during some or all of
the reporting period.
Pal-Bro, HBH and the Control Persons (which includes Pal-Bro effective on
January 2, 2002) are of the view that they are not acting as a "group" for
purposes of Section 13(d) or 13(g) under the 1934 Act and that they are not
otherwise required to attribute to each other the "beneficial ownership" of the
Shares held by Pal-Bro, and then by HBH as Pal-Bro's successor-in-interest.
Neither Pal-Bro's nor HBH's position in the Shares has changed by 5% or more
from the position held by Pal-Bro on January 30, 1999. Neither HBH nor Pal-Bro
has made a Section 16(b) filing under the Securities & Exchange Act pursuant to
the exemption set forth in Section 16(d).
(a) Amount Beneficially Owned:
142,400 shares as of December 31, 2002
(b) Percent of Class:
11.28%
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote: 142,400
Page 11 of 17
(iii) sole power to dispose or to direct the disposition of:
0
(iv) shared power to dispose or to direct the disposition of:
142,400
Item 5. Ownership of five percent or less of a class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ].
Item 6. Ownership of more than five percent on behalf of another person.
Not applicable.
Item 7: Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported by the Parent Holding Company.
Not applicable.
Item 8: Identification and Classification of Members of the Group.
See response to Item 4 above. Type of reporting person is disclosed
in response to Item 12 of the Cover Page for each such reporting
person.
Item 9: Notice of Dissolution of Group
Not Applicable.
Item 10: Certification. The following certification shall be included if the
statement is filed pursuant to Section240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
Page 12 of 17
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.
Date: February 12, 2003
PAL-BRO PARTNERS LLC
By: /s/ Joseph Palmeri
--------------------------------
Joseph Palmeri
Member-Manager
HBH SPECIALISTS LLC
By: /s/ Joseph Palmeri
--------------------------------
Name: Joseph Palmeri
Title: Chief Executive Officer
BEAR HUNTER HOLDINGS LLC
By: /s/ Michael Winchell
--------------------------------
Name: Michael Winchell
Title: Managing Member
BEAR WAGNER SPECIALISTS LLC
By: /s/ Michael Winchell
---------------------------------
Name: Michael Winchell
Title: Chief Operations Officer
ESTATE OF EMERIC HARVEY
By: /s/ Jennifer L. Harvey
---------------------------------
Jennifer L. Harvey
Personal Representative
/s/ Jennifer L. Harvey
------------------------------------
JENNIFER L. HARVEY
Page 13 of 17
HYY SPECIALISTS LLC
By: /s/ Jennifer L. Harvey
--------------------------------
Jennifer L. Harvey
Authorized Representative
Page 14 of 17