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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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Newcastle
Investment Corp.
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Common
Stock, par value $0.01 per share
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65105M108
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December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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| 1/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above. |
| The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
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CUSIP No.65105M108
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization.
Abrams
Capital, LLC – Delaware
Pamet
Capital Management, LLC – Delaware
Pamet
Capital Management, L.P. – Delaware
David
Abrams -- United States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
Abrams Capital, LLC – 0
shares
Pamet Capital Management, LLC – 0
shares
Pamet Capital Management, L.P. –
0 shares
David
Abrams – 0 shares
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6 Shared
Voting Power
Abrams Capital, LLC – 2,623,897
shares
Pamet Capital Management, LLC –
2,623,897 shares
Pamet Capital Management, L.P. –
2,623,897 shares
David
Abrams – 2,623,897 shares
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7 Sole
Dispositive Power
Abrams Capital, LLC – 0
shares
Pamet Capital Management, LLC – 0
shares
Pamet Capital Management, L.P. –
0 shares
David
Abrams – 0 shares
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8 Shared
Dispositive Power
Abrams Capital, LLC – 2,623,897
shares
Pamet Capital Management, LLC –
2,623,897 shares
Pamet Capital Management, L.P. –
2,623,897 shares
David
Abrams – 2,623,897 shares
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
Abrams Capital, LLC – 2,623,897
shares
Pamet Capital Management, LLC –
2,623,897 shares
Pamet Capital Management, L.P. –
2,623,897 shares
David
Abrams – 2,623,897 shares
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CUSIP No.65105M108
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
Not
applicable.
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11
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Percent
of Class Represented by Amount in Row (9)
Abrams Capital, LLC –
4.96%
Pamet Capital Management, LLC –
4.96%
Pamet
Capital Management, L.P. – 4.96%
David
Abrams – 4.96%
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12
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Type
of Reporting Person (See Instructions)
Abrams Capital, LLC
– OO (Limited Liability Company)
Pamet
Capital Management, LLC - OO (Limited Liability Company)
Pamet
Capital Management, L.P. – OO (Limited Partnership)
David
Abrams – IN
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Item 1.
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(a)
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Name
of Issuer
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Newcastle
Investment Corp.
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(b)
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Address
of Issuer's Principal Executive Offices
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1345
Avenue of the Americas, New York, NY,
10105
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Item 2.
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(a)
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Name
of Person Filing
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Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
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(b)
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Address
of Principal Business Office or, if none, Residence
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Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
c/o
Pamet Capital Management, L.P.
222
Berkeley Street, 22nd Floor
Boston,
MA 02116
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(c)
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Citizenship
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Abrams
Capital, LLC – Delaware
Pamet
Capital Management, LLC – Delaware
Pamet
Capital Management, L.P. – Delaware
David
Abrams – United States
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(d)
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Title
of Class of Securities
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CUSIP No.65105M108
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Common
Stock, par value $0.01 per share
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(e)
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CUSIP
Number
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65105M108
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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[
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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[
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Insurance
Company as defined in Section 3(a)(19) of the Act
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
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A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);Group, in
accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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Item 4.
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Ownership
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(a)
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Amount
Beneficially Owned
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Abrams Capital, LLC – 2,623,897
shares
Pamet Capital Management, LLC –
2,623,897 shares
Pamet Capital Management, L.P. –
2,623,897 shares
David
Abrams – 2,623,897 shares
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(b)
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Percent
of Class
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CUSIP No.65105M108
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Abrams Capital, LLC –
4.96%
Pamet Capital Management, LLC –
4.96%
Pamet
Capital Management, L.P. – 4.96%
David
Abrams – 4.96%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote
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Abrams
Capital, LLC – 0 shares
Pamet
Capital Management, LLC – 0 shares
Pamet
Capital Management, L.P. – 0 shares
David
Abrams – 0 shares
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(ii)
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shared
power to vote or to direct the vote
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Abrams
Capital, LLC – 2,623,897 shares
Pamet
Capital Management, LLC – 2,623,897 shares
Pamet
Capital Management, L.P. – 2,623,897 shares
David
Abrams – 2,623,897 shares
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(iii)
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sole
power to dispose or to direct the disposition of
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Abrams
Capital, LLC – 0 shares
Pamet
Capital Management, LLC -- 0 shares
Pamet
Capital Management, L.P. – 0 shares
David
Abrams -- 0 shares
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(iv)
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shared
power to dispose or to direct the disposition of
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Abrams
Capital, LLC – 2,623,897 shares
Pamet
Capital Management, LLC – 2,623,897 shares
Pamet
Capital Management, L.P. – 2,623,897 shares
David
Abrams – 2,623,897 shares
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Item 5.
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Ownership
of Five Percent or Less of a Class
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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CUSIP No.65105M108
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Item 8.
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Identification
and Classification of Members of the
Group
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Item 9.
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Notice
of Dissolution of Group
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Item 10.
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Certification
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CUSIP No.65105M108
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CUSIP No.65105M108
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| This Joint Filing Agreement, dated as of November 9, 2007, is by and between Abrams Capital, LLC, Pamet Capital Management, LLC, Pamet Capital Management, L.P. and David Abrams, an individual (the foregoing are collectively referred to herein as the “Abrams Filers”). |
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Each of the Abrams Filers may be required to file with the United States
Securities and Exchange Commission
a
statement on Schedule 13G and/or 13D with respect to shares of Common
Stock, par value $0.01 per share, of Newcastle Investment Corp.
beneficially owned by them from time to time.
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| Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Abrams Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule. |
| This Joint Filing Agreement may be terminated by either of the Abrams Filers upon one week’s prior written notice (or such lesser period of notice as the Abrams Filers may mutually agree) to the other party. |
| Executed and delivered as of the date first above written. |