AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 13, 2003 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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) ---------------- -------------- ------------- ------------------ -------------------- 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 ------------------------------- 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 --------- ----- ---- /s/ WESLEY R. EDENS Chief Executive Officer and March 13, 2003 ------------------- Wesley R. Edens Chairman of the Board /s/ KENNETH M. RIIS President March 13, 2003 ------------------- Kenneth M. Riis /s/ MICHAEL I. WIRTH Chief Financial Officer March 13, 2003 -------------------- Michael I. Wirth (Principal Financial and Accounting Officer) * Director March 13, 2003 ---------------------- David J. Grain * Director March 13, 2003 ---------------------- Stuart A. McFarland Director ----------------------- David K. McKown * Director March 13, 2003 ---------------------- Peter M. Miller *By: /s/ Randal A. Nardone ---------------------- Name: Randal A. Nardone Title: Attorney-in-Fact
EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 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*
- -------------- * (Incorporated by reference to the Registrant's Registration Statement on Form S-11 (File No. 333-103598)).