<PAGE> 1
As filed with the Securities and Exchange Commission on May 21, 1997
Registration No. 333-22239
- --------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 3 TO
FORM SB-2
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
AEROCENTURY IV, INC.
(Formerly "AEROCENTURY FUND IV, INC.")
A California Corporation
(Exact name of registrant as specified in its charter)
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
(415) 696-3900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Neal D. Crispin
1440 Chapin Avenue, Suite 310
Burlingame, California 94010
(415) 696-3900
(Address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Stephen C. Ryan, Esq.
Landels, Ripley & Diamond
350 The Embarcadero
San Francisco, California 94105-1250
Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of this Registration Statement
If any of the securities being registered on this Form are to be offered
on a delayed or continuing basis pursuant to Rule 415
under the Securities Act of 1933 check the following box [ X ]
- --------------------------------------------------------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE> 2
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this Pre-
Effective Amendment No. 3 to Registration Statement to be signed on its behalf
by the undersigned, in the City of Burlingame, State of California on May 21,
1997.
AEROCENTURY IV, INC.
A California Corporation
By: /s/ Neal D. Crispin
--------------------
Neal D. Crispin, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
and on the dates stated.
Signature Title Date
/s/ Neal D. Crispin President, Director May 21, 1997
- --------------------
Neal D. Crispin
/s/ Marc J. Anderson Chief Operating Officer May 21, 1997
- --------------------
Marc J. Anderson
/s/ Frank Duckstein Vice President May 21, 1997
- --------------------
Frank Duckstein
1
<PAGE> 1
EXHIBIT 24.2
CONSENT OF VOCKER KRISTOFFERSON AND CO.
<PAGE> 2
CONSENT OF VOCKER KRISTOFFERSON AND CO.
We hereby consent to the use of our report, dated February 18, 1997, with
respect to the balance sheet of AeroCentury IV, Inc. in the Prospectus and
Registration Statement filed on Form SB-2 for AeroCentury IV, Inc. We also
consent to the reference to our firm under the caption "EXPERTS" in the
Prospectus.
/s/ Vocker Kristofferson and Co.
--------------------------
VOCKER KRISTOFFERSON AND CO.
May 15, 1997