AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEWCASTLE INVESTMENT CORP.
(Exact Name of Registrant as Specified in its Charter)
1251 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(212) 798-6100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
RANDAL A. NARDONE
SECRETARY
NEWCASTLE INVESTMENT CORP.
C/O FORTRESS INVESTMENT GROUP LLC
1251 AVENUE OF THE AMERICAS
NEW YORK, NY 10020
(2120 798-6100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
COPIES TO:
DAVID J. GOLDSCHMIDT J. GERARD CUMMINS
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP JAMES O'CONNOR
4 TIMES SQUARE SIDLEY AUSTIN BROWN & WOOD LLP
NEW YORK, NEW YORK 10036-6522 787 SEVENTH AVENUE
(212) 735-3000 NEW YORK, NEW YORK 10019
(212) 839-5300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-103598
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE (3)
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9.75% Series B Cumulative Redeemable
Preferred Stock, par value $0.01 per 345,000 shares $25.00 $8,625,000 $697.76
share
(1) Includes 45,000 shares which the Underwriters have the option to purchase
from the Company to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933
solely on the basis of $25.00, the Price to the Public set forth on the cover
page of the Registrant's Prospectus dated March 13, 2003 relating to its public
offering pursuant to the Company's Registration Statement on Form S-11 (File No.
333-103598).
(3) $123,408.76 was previously paid in connection with the registration
statement (No. 333-63061) filed by Newcastle Investment Holdings Corp. (formerly
Fortress Investment Corp.), the parent corporation of the issuer, which was
withdrawn.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of 9.75% Series B Cumulative Redeemable Preferred Stock,
par value $0.01 per share, of Newcastle Investment Corp, a Maryland
corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of the earlier effective registration statement
(File No. 333-103598) are incorporated in this registration statement by
reference.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on March 13, 2003.
NEWCASTLE INVESTMENT CORP.
By: /s/ WESLEY R. EDENS
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Name: Wesley R. Edens
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ WESLEY R. EDENS Chief Executive Officer and March 13, 2003
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Wesley R. Edens Chairman of the Board
/s/ KENNETH M. RIIS President March 13, 2003
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Kenneth M. Riis
/s/ MICHAEL I. WIRTH Chief Financial Officer March 13, 2003
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Michael I. Wirth (Principal Financial and
Accounting Officer)
* Director March 13, 2003
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David J. Grain
* Director March 13, 2003
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Stuart A. McFarland
Director
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David K. McKown
* Director March 13, 2003
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Peter M. Miller
*By: /s/ Randal A. Nardone
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Name: Randal A. Nardone
Title: Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description
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5.1 -- Opinion of Piper Rudnick LLP
8.1 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 -- Consent of Piper Rudnick LLP (included in Exhibit 5.1)
23.2 -- Consent of Ernst & Young
24 -- Powers of Attorney*
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* (Incorporated by reference to the Registrant's Registration Statement on Form
S-11 (File No. 333-103598)).