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) NOVEMBER 22, 2004 (NOVEMBER 16,
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
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NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On November 16, 2004, Newcastle Investment Corp. (the "Company")
entered into an Underwriting Agreement and a Terms Agreement among the Company,
Fortress Investment Group LLC and Lehman Brothers Inc. for the issuance and sale
by the Company of 1,625,000 shares of its common stock. 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1.1 Underwriting Agreement, dated November 16, 2004, by
and among Newcastle Investment Corp., Fortress
Investment Group LLC and Lehman Brothers Inc.
1.2 Terms Agreement, dated November 16, 2004, by and
among Newcastle Investment Corp., Fortress Investment
Group LLC and Lehman Brothers 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: November 22, 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 November 16, 2004, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Lehman Brothers Inc.
1.2 Terms Agreement, dated November 16, 2004, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Lehman Brothers Inc.