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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
October 31, 2006 (October 27, 2006)
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Newcastle Investment Corp.
(Exact Name of Registrant as Specified in Charter)
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Maryland 001-31458 81-0559116
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1345 Avenue of the Americas, New York, NY 10105
(Address of Principal Executive Offices) (Zip Code)
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(212) 798-6100
Registrant's telephone number, including area code
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Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
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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))
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ITEM 8.01 OTHER EVENTS
On October 27, 2006, Newcastle Investment Corp. (the "Company") entered
into an Underwriting Agreement and a Terms Agreement among the Company, Fortress
Investment Group LLC and Banc of America Securities LLC for the issuance and
sale by the Company of 1,700,000 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
(d) Exhibits
1.1 Underwriting Agreement, dated October 27, 2006, by and among
Newcastle Investment Corp., Fortress Investment Group LLC and
Banc of America Securities LLC.
1.2 Terms Agreement, dated October 27, 2006, by and among Newcastle
Investment Corp., Fortress Investment Group LLC and Banc of
America Securities 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.
(Registrant)
Date: October 31, 2006 By: /s/ Debra A. Hess
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Name: Debra A. Hess
Title: Chief Financial Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1.1 Underwriting Agreement, dated October 27, 2006, by and
among Newcastle Investment Corp., Fortress Investment
Group LLC and Banc of America Securities LLC.
1.2 Terms Agreement, dated October 27, 2006, by and among
Newcastle Investment Corp., Fortress Investment Group LLC
and Banc of America Securities LLC