UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2004 (May 19, 2004)
Newcastle Investment Corp.
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(Exact Name of Registrant as Specified in Charter)
Maryland 001-31458 81-0559116
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1251 Avenue of the Americas, 16th Floor, New York, NY 10020
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 798-6100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On May 19, 2004, Newcastle Investment Corp. (the "Company") entered
into an Underwriting Agreement and a Terms Agreement among the Company, Fortress
Investment Group LLC and Bear, Stearns & Co. Inc. for the issuance and sale by
the Company of 3,000,000 shares of its common stock and an option to purchase up
to 450,000 additional shares of common stock on the same terms and conditions,
solely to cover over-allotments, if any. The common stock is being sold pursuant
to an effective shelf registration statement. Copies of the underwriting
agreement and the terms agreement are filed as Exhibits 1.1 and 1.2 hereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Reference Number Exhibit Description
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1.1 Underwriting Agreement, dated May 19, 2004,
by and among Newcastle Investment Corp.,
Fortress Investment Group LLC and Bear,
Stearns & Co. Inc.
1.2 Terms Agreement, dated May 19, 2004, by and
among Newcastle Investment Corp., Fortress
Investment Group LLC and Bear, Stearns & Co.
Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEWCASTLE INVESTMENT CORP.
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(Registrant)
Date: May 24, 2004 By: /s/ Randal A. Nardone
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Name: Randal A. Nardone
Title: Secretary
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated May 19, 2004, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Bear, Stearns & Co. Inc.
1.2 Terms Agreement, dated May 19, 2004, by and among Newcastle
Investment Corp., Fortress Investment Group LLC and Bear,
Stearns & Co. Inc.