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) ---------------------------------- Newcastle Investment Corp. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Maryland 001-31458 81-0559116 -------- --------- ---------- (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation) 1251 Avenue of the Americas, 16th Floor, New York, NY 10020 - ----------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 798-6100 -------------- Not Applicable ------------------------------------------------------------- (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. -------------------------- (Registrant) Date: January 12, 2005 By: /s/ Randal A. Nardone ------------------------ Name: Randal A. Nardone Title: Secretary EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 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.