From: Rich Lazarow (Americap Partners) [RLazarow@AmericapLLC.com]
Sent: Tuesday, January 14, 2003 8:28 PM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

Dear Mr. Katz:
 
It is extremely important that we shareholders be given a mechanism 
which allows us to protect our investments.

As we all know, ownership is (supposed to be ) control, however, in
 public companies, it is not.
 
The OWNERS need to be given the ability to nominate and elect our 
preferred director-representatives, without incurring material costs, 
and without fear of lawsuit from the company.  The owners demand it, 
and should not have to even ask for it.  Public companies should be 
run the way a private company is run, where there is separation of 
ownership and management.  In those cases, the managers are often 
very respectful of and responsive to the share owners; they can't 
overpay themselves, because the owners sign the checks and would not 
stand for it; --there is real oversight.
 
As public company shareholders, we have no real oversight or 
representation on our boards.  These handpicked, rubberstamp boards 
must be overhauled.  The time is now.
 
Please take a stand, and do the right thing.
 
Sincerely,
 

Richard Lazarow
Managing Partner
Americap Partners LP
237 Park Ave, Suite 900
NY, NY  10017
RLazarow@AmericapLLC.com
212/692-7649