Withdrawal of Registration Statement (rw)
23 April 2016 - 1:37AM
Edgar (US Regulatory)
New Canterbury Park Holding Corporation
1100 Canterbury Road
Shakopee, Minnesota 55379
April 22, 2016
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street N.W.
Washington, D.C. 20549
Re:
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New Canterbury
Park Holding Corporation - Form RW Application for Withdrawal of
Registration
Statement on Form S-4, Registration No. 333-210758
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Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities
Act of 1933, as amended (the “
Securities Act
”), New Canterbury Park Holding Corporation (“
New
Canterbury
”) hereby respectfully requests that the Securities and Exchange Commission (the “
Commission
”)
consent to the withdrawal, effective as of the date hereof, of its Registration Statement on Form S-4 (File No. 333-210758),
together with all exhibits thereto, filed on April 14, 2016 (collectively, the “
Registration Statement
”).
We are requesting the withdrawal of the
Registration Statement because it was filed, mistakenly, under the Central Index Key (“CIK”) of its parent
company Canterbury Park Holding Corporation (“
CPHC
”), an SEC smaller reporting company filer
(Commission File No. 001-31569). New Canterbury has today applied for its own CIK, and, upon receiving the CIK for New Canterbury,
we intend to promptly file an S-4 registration statement (the “
New Registration Statement
”) using
New Canterbury’s CIK. The content of the New Registration Statement will be virtually identical to the content in
the Registration Statement we are hereby withdrawing.
New Canterbury hereby confirms that the Registration
Statement has not been declared effective and that no securities have been or will be sold pursuant to the Registration Statement.
New Canterbury, as the Registrant filing
the Registration Statement and as the wholly-owned subsidiary of CPHC, hereby requests that, in accordance with Rule 457(p)
under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be
offset against the filing fee payable upon filing of the New Registration Statement by New Canterbury.
Please send copies of the written order granting
withdrawal of the Registration Statement to Randall D. Sampson, President and Chief Financial Officer of New Canterbury at the
address indicated above, facsimile number (952) 496-6444, with a copy to Richard A. Primuth, Lindquist & Vennum LLP, 4200
IDS Center, 80 S. 8th St., Minneapolis, MN 55402, facsimile number (612) 371-3207.
If you have any questions with respect to this
matter, please contact Richard A. Primuth of Lindquist & Vennum LLP at (612) 371-3260.
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Sincerely,
New Canterbury Park Holding Corporation
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/s/ Randall D. Sampson
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Randall D. Sampson
President and Chief Executive Officer
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