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Commonwealth Income & Growth Fund III
Cumulative Supplement Dated February 23, 1998
To
Prospectus Dated July 25, 1997
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated July 25, 1997. This cumulative supplement replaces all prior
supplements to the Prospectus. The purpose of cumulative supplements is to
report on the status of the offering, describe equipment acquisitions by the
Partnership, provide updated industry information, as applicable, describe any
amendments to the prospectus, update prior performance of certain diversified
equipment leasing programs sponsored by the General Partner and provide updated
financial statements of the Partnership and General Partner.
Completion of Minimum Offering
On January 27, 1998, the Partnership received and accepted subscription proceeds
of $1,526,000, which exceeded the minimum offering amount of $1,500,000 and the
funds were released from escrow.
Equipment Acquisitions
As of February 23, 1998, the Partnership committed to purchase three leases
totaling $857,000 (66%) of the $1,290,960 available for investment of
equipment, after fees. Details on these acquisition commitments are as
follows:
The Partnership has committed to purchase twelve (12) SUN SERVERS for
approximately $258,000. The Equipment is subject to a 29 month lease with
Lucent Technology. The monthly rental during the term of the lease is to be
approximately $7,500.
The Partnership has committed to purchase twelve (12) SUN WORKSTATIONS for
approximately $143,000. The Equipment is subject to a 33 months lease with
Lucent Technology. The monthly rental during the term of the lease is to be
approximately $3,900.
The Partnership has committed to purchase thirty (30) SUN SERVERS for
approximately $456,000. The Equipment is subject to a 33 month lease with
Lucent Technology. The monthly rental during the term of the lease is to be
approximately $12,100.
Prior Performance
The General Partner has previously sponsored two publicly-registered equipment
leasing programs, Commonwealth Income & Growth Fund I and Commonwealth Income &
Growth Fund II, limited partnerships, which are registered securities under the
Securities Act of 1933 and which have investment objectives substantially
identical to the current Partnership. Commonwealth Income & Growth Fund I
terminated its offering of units on May 11, 1995 and Commonwealth Income &
Growth Fund II terminated its offering of units on May 12, 1997, with
$12,624,153 and $9,235,185 respectively, raised from investors.
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Commonwealth Income & Growth Fund I's net offering proceeds were fully
utilized in the purchase of computer peripheral equipment on December 8,
1995. Commonwealth Income & Growth Fund II's net offering proceeds were fully
utilized in the purchase of computer peripheral equipment on June 30, 1997.
All equipment was new when acquired. Additional specific details on prior
performance is available in the prospectus.
Addition To Subscription Document
The Partnership has offered investors an additional alternative for mailing of
cash distributions. Through Section 6 of the amended Subscription Document
(attached). investors may now request to have their distributions sent directly
to PNC Bank, Escrow Agent, for investment in additional units of the
Partnership. These additional units will be closed in on a monthly basis. All
subscriptions are subject to acceptance by the General Partner. This would
enable investors to accumulate additional units THROUGH THE OFFERING PERIOD
ONLY. Once the "Offering Period" has terminated, investors will receive their
cash distributions, as indicated on their subscription document. All existing
investors have the option to "re-execute" the attached subscription document, if
interested. The amended Subscription Document will also be shown as part of the
Post Effective Amendment.
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$1,500,000 - minimum
Commonwealth Income & Growth Fund III
(a Pennsylvania Limited Partnership)
SUBSCRIPTION AGREEMENT,
SIGNATURE PAGE &
POWER OF ATTORNEY
750,000 Units - $20.00 per Unit
Minimum Purchase - 125 Units ($2,500)
50 Units ($1,000) for IRAs, Keoghs and Pension Plans
(Minimum purchase may be higher in certain states)
PLEASE CAREFULLY READ this Subscription Agreement and the Terms and
Conditions (on the back of the Signature Page) before completing this
document. TO SUBSCRIBE FOR UNITS, please complete and sign the Signature
Page and deliver the Subscription Agreement to your Financial Consultant.
ALL ITEMS ON THIS AGREEMENT MUST BE COMPLETED IN ORDER FOR YOUR
SUBSCRIPTION TO BE PROCESSED, including any additional information
necessary to complete Item 6(c) of the Section entitled "Terms and
Conditions".
Commonwealth Capital Securities Corp.
(800)497-4554
Please make checks payable to:
PNC Bank, Escrow Agent,
(Commonwealth Income & Growth Fund III)
Mailing Address:
Commonwealth Capital Securities Corp.
P.O. Box 535
Paoli, PA 19301-0535
Subscription Questions:
(800)497-4554
Fax (610)647-8858
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COMMONWEALTH INCOME & GROWTH FUND III
SUBSCRIPTION AGREEMENT, SIGNATURE PAGE AND POWER OF ATTORNEY
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1. Units Purchased: x $20.00 Per Unit = $ (Total Capital Contribution)
- ---------------------------------------------------------------------------------------------------------------------
INITIAL INVESTMENT / / ADDITIONAL INVESTMENT / / (IN THIS FUND)
DO YOU WISH TO RECEIVE QUARTERLY OR MONTHLY DISTRIBUTIONS? / / QUARTERLY / / MONTHLY
- ---------------------------------------------------------------------------------------------------------------------
ARE YOU AN EMPLOYEE OF A SELECTED AGENT, IS THIS A NAV PURCHASE? / / YES / / NO
- ---------------------------------------------------------------------------------------------------------------------
2. REGISTRATION INFORMATION - INVESTOR'S ACCOUNT NUMBER: __________________
(with broker's firm, if applicable)
- ---------------------------------------------------------------------------------------------------------------------
Legal Account Title:
INVESTORS NAME(S) OR
TRUSTEE(S) OR CUSTODIAN(S)
- ---------------------------------------------------------------------------------------------------------------------
INVESTOR DATE OF TRUST/IRA
NAME(S) AND/OR IRA NUMBER:
- ---------------------------------------------------------------------------------------------------------------------
SOCIAL SECURITY NUMBER: CORPORATE/CUSTODIAL TAX I.D.
(REQUIRED ALSO FOR IRA/QUALIFIED PLAN INVESTORS)
- ---------------------------------------------------------------------------------------------------------------------
LEGAL RESIDENT/BUSINESS/CUSTODIAL ADDRESS:
- ---------------------------------------------------------------------------------------------------------------------
CITY/STATE BUSINESS/CUSTODIAL
ZIP + 4 HOME PHONE: PHONE:
- ---------------------------------------------------------------------------------------------------------------------
ADDITIONAL MAILING ADDRESS - If Different from Above (Or Investor Address if Custodial Account) - Must Complete to
Receive Copies of Statements & Reports.
Street City State Zip + 4
- ---------------------------------------------------------------------------------------------------------------------
3. PLEASE INDICATE CITIZENSHIP STATUS: (please review "Investor Suitability Standards" in the Prospectus)
US CITIZEN / / RESIDENT ALIEN / / NON-RESIDENT ALIEN (Attach IRA Form W8) / /
- ---------------------------------------------------------------------------------------------------------------------
If Corporation or Partnership: U.S. / / or FOREIGN (Attach IRA Form W8) / /
- ---------------------------------------------------------------------------------------------------------------------
4. TYPE OF REGISTRATION (CHECK ONE):
/ / INDIVIDUAL / / JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
/ / IRA / / PARTNERSHIP
/ / OTHER TAX-EXEMPT ENTITY / / QUALIFIED PLAN
/ / CORPORATION / / UNIFORM GIFT TO MINORS ACT STATE OF _____
/ / TENANTS IN COMMON / / TRUST (SPECIFY) _________________________
/ / COMMUNITY PROPERTY / / OTHER (SPECIFY) _________________________
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5. SIGNATURE: I certify that (1) I have received the Prospectus relating to
Commonwealth Income & Growth Fund III as supplemented (the "Prospectus" and
the "Limited Partnership Agreement"), (2) I agree to the provisions on the
reverse hereof, (3) by executing this Subscription Agreement, I am entering
into a limited partnership agreement and agreeing to invest money, (4) the
information set forth in this Subscription Agreement, Signature Page and
Power of Attorney is true and correct, (5) I meet the minimum financial
suitability standards described in the Prospectus under "Investor Suitability
Standards", and, I declare under penalty of perjury that (6) I have entered
my correct taxpayer identification or social security number on this form and
(7) I verify that I am not subject to withholding either because I have not
been notified that I am subject to backup withholding as result of a failure
to report all interests or dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding (if the
undersigned is subject to backup withholding, they shall strike out the
language in clause (7) before signing below), and (8) I acknowledge that this
investment is not liquid.
X _________________________________ X ____________________________________
SUBSCRIBER'S SIGNATURE DATE CO-SUBSCRIBER'S SIGNATURE OR DATE
AUTHORIZED/CUSTODIAL REPRESENTATIVE
If Financial Consultant and Branch Manager are executing the signature page,
both must sign below. Authorized custodian signature required for
IRA/custodian accounts. Financial Consultant and Branch Managers may not
sign on behalf of residents of Florida, Iowa, Maine, Michigan, Minnesota,
Missouri, Nebraska, North Carolina, Oregon, and Tennessee. (NOTE: Not to be
executed until Subscriber(s) has (have) acknowledged receipt of final
Prospectus.)
X _____________________________________ X ____________________________________
FINANCIAL CONSULTANT'S SIGNATURE DATE BRANCH MANAGER'S SIGNATURE DATE
6. SPECIAL PAYMENT INSTRUCTIONS: Payment to other individual or entity as
designated below. Investor must complete this section if they want cash
distributions made to anyone other than the records holder. Investors
requesting direct deposit of distribution checks to another financial
institution or mutual fund please complete below:
Please Check if: ______ You wish Distributions of the Partnership to be
reinvested in additional Units during the Offering
Period.
______ You wish Distributions to be sent to the Payee and
Address listed below. Please complete the
following information.
Payee Name:___________________________________________________________________
For Account Of: __________________________ Account Number: _________________
Street Address: ________________________________ City/State/Zip+4: _______
Phone Number: ___________________________________
7. BROKER/DEALER DATA: Completed by selling Financial Consultant (PLEASE
ENTER YOUR OFFICE ADDRESS HERE)
_____________________________ _________________________________
FINANCIAL CONSULTANT(S) NAME ADDRESS
_____________________________ _________________________________
BROKER/DEALER FIRM NAME CITY/STATE/ZIP + 4
_____________________________ _________________________________
FINANCIAL CONSULTANT'S PHONE NUMBER FAX NUMBER
BY SELLING FINANCIAL CONSULTANT: In compliance with Section (3)b and 4(d) of
Appendix F of Article III, Section 34 of the NASD Rules of Fair Practice, I
represent that I have reasonable grounds to believe, based on information
from the investor(s) concerning investment objectives, other investments,
financial situation and needs, and any other information known by me, that
investment in the Partnership is suitable for such investor(s) and that I
have informed the investor(s) of the lack of liquidity and marketability of
the investment and confirm that the investor(s) signatures appears above.
(Signatures of both representatives required if joint account.)
X ______________________________________ X ________________________________
FINANCIAL CONSULTANT'S SIGNATURE DATE BRANCH MANAGER'S SIGNATURE DATE
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THIS SUBSCRIPTION AGREEMENT, SIGNATURE PAGE AND POWER __________________ _________________
OF ATTORNEY WILL NOT BE AN EFFECTIVE AGREEMENT UNTIL IT RESERVATION NUMBER CCSC RECEIPT DATE
IS ACCEPTED BY THE GENERAL PARTNER OF COMMONWEALTH __________________ _________________
INCOME & GROWTH FUND III. FC NUMBER DATE INTO ESCROW
__________________ _________________
AGREED TO AND ACCEPTED BY: _______________________________ ACCOUNT NUMBER CLOSING NUMBER
(GENERAL PARTNER)
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SUBSCRIPTION AGREEMENT
COMMONWEALTH INCOME & GROWTH FUND III
TERMS AND CONDITIONS
Each person or entity named as a registered owner on the Subscription
Agreement (the "Subscriber") desires to become a limited partner (a "Limited
Partner") of Commonwealth Income & Growth Fund III (the "Partnership") and to
purchase units of a limited partnership interest (the "Units") of the
Partnership in accordance with the terms and conditions of the final
prospectus pursuant to which the Partnership will offer Units to the public
including any amendments and supplements thereto (the "Prospectus"), and of
the Partnership's Amended and Restated Agreement of Limited Partnership (the
"Partnership Agreement"), attached as Exhibit 1 to the Prospectus. BY
EXECUTING THIS AGREEMENT, A SUBSCRIBER DOES NOT WAIVE ANY RIGHTS HE MAY HAVE
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 or
any State Securities or Blue Sky law. In connection herewith, the Subscriber
represents, warrants, and agrees as follows:
1. Subscription. The Subscriber agrees to purchase the number of Units
set forth in the space provided on the Signature Page of this Subscription
Agreement and delivers herewith the full amount required to purchase such Units.
2. Acceptance. The Subscriber hereby acknowledges and agrees that the
general partner of the Partnership (the "General Partner") may in its sole and
absolute discretion accept or reject the Subscriber's subscription, in whole or
in part, and that, if rejected, the amount of the Subscriber's subscription
which is rejected will be promptly returned to Subscriber, without interest.
The General Partner may not complete the sale of a Unit to a Subscriber until at
least five business days after the date the Subscriber received the Prospectus.
3. No Revocation. The Subscriber hereby acknowledges and agrees that he
will not be entitled to revoke or withdraw his subscription, except during the
five business days following the subscriber's receipt of the prospectus.
4. Adoption of Partnership Agreement. The Subscriber hereby accepts,
adopts and agrees to be bound by each and every provision contained in the
Partnership Agreement and agrees to become a Limited Partner thereunder.
5. Power of Attorney. The Subscriber hereby irrevocably makes,
constitutes and appoints the General Partner, with full power of substitution
and ratification, its true and lawful attorney-in-fact for the purposes and in
the manner provided in the Partnership Agreement.
6. Representation and Warranties. The Subscriber (which, for this
purpose, includes any Financial Consultant and Branch Manager executing this
Subscription Agreement on behalf of the Subscriber) represents and warrants to
the Partnership, the General Partner, the affiliates, agents and representatives
of the Partnership or the General Partner, and any broker-dealer involved in the
offering of Units for sale that:
(a) the Subscriber has received the Prospectus;
(b) the Subscriber has received the form of Partnership Agreement;
(c) the Subscriber meets the minimum financial suitability standards set
forth in the Prospectus under "Investor Suitability Standards,"
as well as any additional minimum financial suitability standards
required by state securities authorities which are applicable to the
Subscriber.
(d) the Subscriber is subscribing for Units in his own account or for the
account or benefit of a family member or members or in a
fiduciary capacity for the account of another person; and
(e) the Subscriber has received no representations or warranties from the
Partnership, the General Partner, or any affiliates, agents or
representatives of the Partnership or the General Partner other than
those contained in the Prospectus, except as follows:
The Partnership reserves the right to assert these representations as a
defense in any subsequent litigation in which one or more of the representations
is in issue; provided, however, that the representations contained in Paragraph
6(e) shall not be binding on any Subscriber resident in Arizona, Maine,
Minnesota, Missouri, Nebraska, Pennsylvania, Tennessee or Texas. Subscribers in
Arizona, Michigan, Missouri, Nebraska, and Texas are required to sign or initial
each representation contained in paragraph (6) above.
Notice to all Investors:
(a) The purchase of Units for an IRA or Keogh plan does not itself create
the plan.
(b) Section 1446 of the Internal Revenue Code provides that a
partnership must pay a withholding tax to the Internal Revenue Service with
respect to a partner's allocable share of such effectively connected taxable
income if the partner is a person, and the Partnership Agreement authorizes
the Partnership to withhold any required amounts from distribution otherwise
payable to any foreign person.
