NEW YORK BANCORP INC. NEW YORK BANCORP CAPITAL TRUST
c/o NEW YORK BANCORP INC.
241-02 Northern Boulevard
Douglaston, New York 11362
(718) 631-8100
November 19, 1997
VIA EDGAR
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Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Application for Withdrawal of (i) Registration
Statement on Form S-3 (Nos. 333-34675 and 333-
34675-01) of New York Bancorp Inc. and New York
Bancorp Capital Trust and (ii) Registration
Statement of Form 8-A (No. 001-13435) of New York
Bancorp Capital Trust
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Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the
"Securities Act") and Rule 12d2-2 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), application hereby is made by New York Bancorp
Inc., a Delaware corporation (the "Company") and by New York Bancorp Capital
Trust, a business trust created under the laws of the State of Delaware (the
"Trust"), to withdraw the following:
(a) the Registration Statement on Form S-3 (Nos. 333-34675 and
333-34675-01), filed by the Company and the Trust with the Securities and
Exchange Commission (the "Commission"), together with Amendment No. 1,
Post-Effective Amendment No. 1 and all exhibits thereto (the "S-3 Registration
Statement"), relating to $50,000,000 aggregate liquidation amount of 8.00%
Convertible Trust Preferred Securities (the "Capital Securities") of the Trust,
the guarantee with respect to the Capital Securities to be executed and
delivered by the Company for the benefit of the holders from time to time of the
Capital Securities, and $51,550,000 aggregate principal amount of Junior
Convertible Subordinated Debentures of the Company. The S-3 Registration
Statement, as amended by Amendment No. 1 thereto, was declared
<PAGE>
Securities and Exchange Commission
November 19, 1997
Page 2
effective by the Commission on September 19, 1997. Post-Effective
Amendment No. 1 to the S-3 Registration Statement was declared
effective by the Commission on October 17, 1997. None of the
Capital Securities covered by the S-3 Registration Statement have
been issued by the Trust as of the date hereof.
(b) the Registration Statement on Form 8-A (No. 001-13435), filed by
the Trust with the Commission, relating to the Capital Securities (the "8-A
Registration Statement").
The basis upon which this application for withdrawal is made is as
follows:
The net proceeds to the Company from the proposed sale of the Capital
Securities was intended to be used by the Company for general corporate
purposes, including the purchases from time to time of the Company's outstanding
shares of common stock and the making of advances and contributions to its
subsidiary, Home Federal Savings Bank, as well as in connection with one or more
possible future acquisitions by the Company. The Capital Securities were
initially offered in a subscription offering (the "Subscription Offering") to
existing holders of common stock of the Company, by means of a prospectus dated
September 22, 1997. The Subscription Offering was to expire on October 14, 1997.
All Capital Securities unsold in the Subscription Offering were proposed to be
offered to the public in a public offering (the "Public Offering"), in
connection with which the Company and the Trust filed Post-Effective Amendment
No. 1 to the S-3 Registration Statement. The actual issuance of all of the
Capital Securities was proposed to have taken place upon the completion of both
the Subscription Offering and the Public Offering (collectively, the
"Offerings").
On October 7, 1997, an Agreement and Plan of Merger (the "Merger
Agreement") was entered into between the Company and North Fork Bancorporation,
Inc., a Delaware corporation ("North Fork"), pursuant to which at the effective
time of the merger (the "Merger"), the Company will merge with and into North
Fork, with North Fork remaining as the surviving corporation in the Merger.
In light of the planned Merger, in which, as stated above, North Fork
will be the surviving corporation, the Company has determined that the Offerings
are no longer desirable or in the best interests of the Company and, effective
on October 9, 1997,
<PAGE>
Securities and Exchange Commission
November 19, 1997
Page 3
terminated the Subscription Offering prior to the issuance of any Capital
Securities by the Trust pursuant thereto.
Accordingly, the Company and the Trust hereby respectfully request the
Commission to (i) grant the application of the Company and the Trust to have (a)
the S-3 Registration Statement, as amended by Amendment No. 1 and Post-Effective
Amendment No. 1 thereto, withdrawn pursuant to Rule 477 under the Securities
Act, and (b) the 8-A Registration Statement withdrawn pursuant to Rule 12d2-2
under the Exchange Act and (ii) issue an appropriate order to be included in
each of the files for the S-3 Registration Statement (Nos. 333-34675 and
333-34675-01) and the 8-A Registration Statement (No. 001-13435) to the effect
that the S-3 Registration Statement and the 8-A Registration Statement,
respectively, have been "Withdrawn upon the request of the Registrant(s), the
Commission consenting thereto."
Very truly yours,
NEW YORK BANCORP INC.
By: /s/ Michael A. McManus, Jr.
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Michael A. McManus, Jr.
President and Chief
Executive Officer
NEW YORK BANCORP CAPITAL TRUST
By: NEW YORK BANCORP INC.,
as Sponsor
By: /s/ Michael A. McManus, Jr.
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Michael A. McManus, Jr.
President and Chief
Executive Officer
cc: Securities and Exchange Commission
David Sparks
New York Stock Exchange, Inc.
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