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)
January 12, 2005 (January 6, 2005)
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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 January 6, 2004, Newcastle Investment Corp. (the "Company") entered
into an Underwriting Agreement and a Terms Agreement among the Company, Fortress
Investment Group LLC and Wachovia Capital Markets, LLC for the issuance and sale
by the Company of 3,300,000 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 January 6, 2005, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Wachovia Capital Markets, LLC.
1.2 Terms Agreement, dated January 6, 2005, by and among Newcastle
Investment Corp., Fortress Investment Group LLC and Wachovia
Capital Markets, LLC
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: January 12, 2005 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 January 6, 2005, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Wachovia Capital Markets, LLC.
1.2 Terms Agreement, dated January 6, 2005, by and among Newcastle
Investment Corp., Fortress Investment Group LLC and Wachovia
Capital Markets, LLC.