UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 18, 2006
---------------------------
COMMONWEALTH INCOME & GROWTH FUND IV
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Pennsylvania
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
333-62526 23-3080409
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
470 John Young Way, Ste.300, Exton, PA 19341
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
800-249-3700
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
The Company learned on April 18, 2006 that George S. Springsteen,
founder of the Commonwealth family of companies, passed away during the night of
April 17, 2006.
Mr. Springsteen had been the Chairman of the Board, Chief Executive
Officer and Treasurer of the general partner's parent company, Commonwealth
Capital Corporation ("CCC"), since its founding in 1978. Mr. Springsteen had
also been serving at the time of his passing as the Chairman of the Board, Chief
Executive Officer and Treasurer of the Company's general partner, Commonwealth
Income & Growth Fund, Inc. ("CIGF, Inc.") and a broker-dealer wholly owned by
CCC, Commonwealth Capital Securities Corp. ("CCSC").
By action of the board of directors of CCC and CIGF, Inc. taken April
24, 2006, the following changes in the management of CIGF, Inc., CCC and CCSC
have been adopted:
Officer Changes
- ---------------
Mr. Springsteen's spouse, Kimberly A. Springsteen, has been appointed
as Chairman of the Board, Chief Executive Officer and Treasurer of CCC, CIGF,
Inc. and CCSC, and remains a director and Chief Operating Officer of each. Prior
to the date hereof, Ms. Springsteen had been President of CCC, CIGF, Inc. and
CCSC. Ms. Springsteen, age 46, joined Commonwealth in 1997, as a founding
registered principal and Chief Compliance Officer of CCSC. Ms. Springsteen has
been responsible for oversight of daily operations, due diligence and business
development. Ms. Springsteen also has overseen the Portfolio Advisory Committee,
the Audit Committee, the Disaster Recovery Committee and the Facilities
Committee. Ms. Springsteen holds her NASD Series 7, 63 and 39 licenses and is a
member of the Equipment Leasing Association, the Financial Planners Association
and serves on the Board of Trustees for the Investment Program Association.
Henry J. Abbott, age 55, has been appointed as President of CCC and
CIGF, Inc., and remains a Director of CCC, CIGF, Inc. and CCSC. Mr. Abbott
joined Commonwealth in 1998 and had served until April 18, 2006 as Senior Vice
President and Portfolio Manager of CCC, CIGF, Inc. and CCSC. Mr. Abbott attended
St. John's University and holds his NASD Series 7, 63 and 24 licenses. Mr.
Abbott is a member of the Equipment Leasing Association and the Investment
Program Association.
Jay M. Dugan, age 58, has been appointed as Executive Vice President of
CCC, CIGF, Inc. and CCSC. Mr. Dugan is Chief Technology Officer and had served
until April 18, 2006 as Senior Vice President of CCC, CIGF, Inc. and CCSC. Mr.
Dugan joined Commonwealth in 2002. Prior to Commonwealth, Mr. Dugan founded
First Securities USA, an NASD member firm, in 1988 and operated that firm
through 1998. From 1999 until 2002, Mr. Dugan was an independent due diligence
consultant until he came to Commonwealth to develop that area of the firm. Mr.
Dugan is a senior member of the Disaster Recovery Committee, as well as
oversight member of the Website Committee.
Lynn A. Franceschina, age 34, has been appointed as Executive Vice
President of CCC, CICG, Inc. and CCSC. Ms. Franceschina joined Commonwealth in
2001 and serves as Controller of CCC, CIGF, Inc. and CCSC. Ms. Franceschina is
responsible for the oversight of all accounting, cash management, financial
reporting and audit and tax preparation functions. During the period of March
2004 to October 2004, Ms. Franceschina was employed with Wilmington Trust Corp.,
where she played a part in the development of policies and procedures related to
the Sarbanes Oxley Act and its documentation. Prior to Commonwealth, in 1994
until 1999, Ms. Franceschina served as a Senior Accountant with Duquesne
University, and from 1999 to 2000, a Senior Financial Analyst for Environ
Products. Ms. Franceschina attended Robert Morris University and holds a
Bachelor of Science in Accounting. Ms. Franceschina serves on the Portfolio
Advisory Committee, the Audit Committee and the Disaster Recovery Committee, as
well as a member of the Equipment Leasing Association, the Investment Program
Association and the Institute of Management Accountants.
James Pruett, age 40, has been appointed as a Vice President of CCC,
CIGF, Inc. and CCSC. Mr. Pruett joined Commonwealth in 2002 and also serves as a
Compliance Officer of CCC and its affiliates. Mr. Pruett is responsible for
management of regulatory policies and procedures, assisting in compliance
internal audit, associate regulatory filings, broker/dealer registrations, state
and broker/dealer financial regulatory reporting requirements. Mr. Pruett holds
his NASD Series 22 and 63 licenses. Prior to joining Commonwealth, Mr. Pruett
served as Managing Editor/Associate Publisher for Caliber Entertainment, a
publishing and entertainment licensing company. Mr. Pruett is a member of the
Equipment Leasing Association and the Investment Program Association.
Donnamarie D. Abbott, age 46, has been appointed as a Vice President of
CCC, CIGF, Inc. and CCSC. Ms. Abbott joined Commonwealth in 2001 and also serves
as Investor Services Manager of CCC its affiliates. Ms. Abbott is responsible
for management of daily operations in Investor Services, from pre-formation
stage through issuance of investors' final distribution, communication, audited
financial report, including fund masters, blue sky coordination, subscription
processing, distributions, transfers of interest, redemptions, reporting and tax
reporting. Ms. Abbott holds her NASD Series 22 and 63 licenses. Ms. Abbott is a
member of the Equipment Leasing Association and a member of the Investment
Program Association.
Board of Directors Changes
- --------------------------
Effective as of April 18, 2006, Jay M. Dugan, Katrina M. Mason and Lynn
A. Franceschina are joining Ms. Springsteen and Mr. Abbott on the board of
directors of CCC and CIGF, Inc. Ms. Springsteen has been appointed as the
Chairman of the Board of Directors.
Katrina M. Mason, age 33, has been appointed President of CCSC,
effective as of the date hereof. Mr. Mason joined Commonwealth in 2002 and
served until April 18, 2006 as Senior Vice President, Broker/Dealer Relations
Manager and Due Diligence Manager of CCC, and CIGF, Inc. and CCSC. Ms. Mason is
also a registered principal of CCSC. Ms. Mason serves on CCC's Disaster Recovery
Committee and the Website Committee. Prior to Commonwealth, Ms. Mason worked at
ICON Securities, an equipment leasing sponsor, from 1997 to 2002 and served as
President from 2001 to 2002. Prior to that, Ms. Mason served as a Regional
Marketing Director of Textainer Capital, an equipment-leasing sponsor. Ms. Mason
attended the University of California at Santa Barbara and holds a Bachelor of
Arts and also attended University of San Francisco and holds an MBA. Ms. Mason
holds her NASD Series 7, 22, 63 & 24 licenses. Ms. Mason is a member of the
Equipment Leasing Association, the Financial Planners Association and the
Investment Program Association.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMMONWEALTH INCOME & GROWTH FUND IV
By: Commonwealth Income & Growth Fund, Inc.,
Its General Partner
By: /s/ Kimberly A. Springsteen
--------------------------------
Kimberly A. Springsteen,
Chief Executive Officer
Date: April 24, 2006