March 21, 2006
Dear Commission and Staff:
Henry Investment Trust, L.P. ("Henry") was pleased to see that the Commission's Advisory Committee on Smaller Public Companies recommended amendment of Exchange Act Rule 12g5-1 to define holders of record to include actual beneficial owners, rather than just counting holders of record on an issuers' stock transfer books. This change is long overdue, as the incidence of investors actually holding physical stock certificates in their own names has declined dramatically in the last 40 years. However, Henry believes that this issue, which was first presented to the Commission in the summer of 2003, deserves a higher priority than that of a "secondary recommendation" and we urge the Commission and its staff to act promptly to amend Rule 12g5-1 to conform its definitions to the realities of "street name" individual share ownership that exist today.
The urgency of this matter to investors in smaller public companies can not be understated. In order to protect investors from the adverse effects of "going dark" transactions by issuers exploiting a 40 year old definition, we urge the Commission to assign a high priority to this recommendation.
Very truly yours,
David W. Wright