-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RI3WuXXNpL5lJjdCq1DaVCJqVy3tZtQTL255eQvcrhZ6C80O91HoasKmrbZxRkLP lXJjVSlvjqkIPVONgTrY/w== 0000950123-03-013137.txt : 20031125 0000950123-03-013137.hdr.sgml : 20031125 20031124204337 ACCESSION NUMBER: 0000950123-03-013137 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031124 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE INVESTMENT CORP CENTRAL INDEX KEY: 0001175483 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 810559116 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31458 FILM NUMBER: 031021778 BUSINESS ADDRESS: STREET 1: C/O FORTRESS STREET 2: 1251 AVENUE OF THE AMERICAS 16TH FL CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2127986100 MAIL ADDRESS: STREET 1: C/O FORTRESS STREET 2: 1251 AVENUE OF THE AMERICAS 16TH FL CITY: NEW YORK STATE: NY ZIP: 10020 8-K 1 y92074e8vk.txt NEWCASTLE INVESTMENT CORP 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 24, 2003 (November 21, 2003) 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On November 21, 2003, Newcastle Investment Corp. (the "Company") entered into a purchase agreement with Cohen & Steers Capital Management, Inc. ("Cohen & Steers") and certain client accounts of Cohen & Steers, as set forth in the purchase agreement, for the issuance and sale by the Company of 3,282,276 shares of its common stock. The common stock was sold pursuant to an effective shelf registration statement. A copy of the purchase agreement is attached hereto as Exhibit 1.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits
Exhibit Reference Number Exhibit Description ------------------------ ------------------- 1.1 Purchase Agreement, dated November 21, 2003, by and among Newcastle Investment Corp., Cohen & Steers Capital Management, Inc. (Cohen & Steers) and the client accounts of Cohen & Steers as set forth on Schedule A thereto.
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: November 24, 2003 By: /s/ Randal A. Nardone --------------------------- Name: Randal A. Nardone Title: Secretary EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 1.1 Purchase Agreement, dated November 21, 2003, by and among Newcastle Investment Corp., Cohen & Steers Capital Management, Inc. (Cohen & Steers) and the client accounts of Cohen & Steers as set forth on Schedule A thereto.
EX-1.1 3 y92074exv1w1.txt PURCHASE AGREEMENT PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"), dated as of November 21, 2003, is by and among Cohen & Steers Capital Management, Inc. ("Cohen & Steers"), the client accounts of Cohen & Steers, as set forth on Schedule A (each a "Purchaser" and collectively, the "Purchasers"), and Newcastle Investment Corp.(the "Seller"). WHEREAS, the Purchasers desire to purchase from Seller, and Seller desires to issue and sell to the Purchasers, 3,282,276 shares of common stock, par value $.01 per share (the "Shares"); NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows: 1. Purchase and Sale. Subject to the terms and conditions hereof, the Purchasers hereby agree to purchase from Seller, and Seller agrees to issue and sell to the Purchasers, the Shares at a price per share of $22.85 for an aggregate purchase price of $ 75,000,006.60 (the "Purchase Price"). 2. Representations and Warranties of Purchaser. Each Purchaser represents and warrants that: (a) Due Authorization. Such Purchaser is duly authorized to purchase the Shares. This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes a legal, valid and binding agreement of such Purchaser, or of Cohen & Steers on behalf of such Purchaser, enforceable against such Purchaser in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and discretion of the court before which any proceeding therefor may be brought. (b) Prospectus and Prospectus Supplement. Such Purchaser has received a copy of Seller's Prospectus dated October 29,2003, and Prospectus Supplement dated November 24, 2003 (collectively, the "Prospectus"). (c) Not a Party in Interest; Disqualified Person. With respect to Seller, such Purchaser is not a "party in interest" as such phrase is used in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "disqualified person" as such phrase is used in the Internal Revenue Code of 1986, as amended ("Code"). (d) Not a Prohibited Transaction. The purchase of the Shares from Seller will not give rise to a nonexempt "prohibited transaction" under ERISA or the Code. 3. Representations and Warranties of Seller. Seller represents and warrants that: (a) Due Authorization. This Agreement has been duly authorized, executed and delivered by Seller and constitutes a legal, valid and binding agreement of Seller, enforceable against Seller in accordance with its terms except as may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law and the discretion of the court before which any proceeding therefor may be brought. (b) Organization and Authority. Seller has been duly organized and is validly existing in good standing under the laws of Maryland, with full power and authority to own or lease and occupy its properties and conduct its business as described in the Prospectus. (c) Issuance of the Shares. The Shares have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, will be fully paid and nonassessable and will be listed, subject to notice of issuance, on the New York Stock Exchange effective as of the Closing (as defined in Paragraph 6 of this Agreement). (d) Absence of Conflicts. The execution, delivery and performance of this Agreement and the consummation of transactions contemplated herein do not and will not result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Seller. 4. Representation and Warranty of Cohen & Steers. Cohen & Steers hereby represents and warrants that it has been duly authorized to act as investment adviser on behalf of each Purchaser, and that it has the power and authority to enter into this Agreement on behalf of each Purchaser. 5. Conditions to Obligations of the Parties. The obligations of the parties hereto to effect the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver at or prior to the Closing Time of the following conditions: (a) each of the representations and warranties of the parties hereto shall be true and correct in all respects; (b) at Closing (as defined below), the Purchaser shall have received the favorable opinion of counsel to the Seller and a certificate of the officers of the Seller, dated as of the Closing, in form and substance reasonably satisfactory to the Purchaser. 6. Closing. The transactions contemplated hereby shall be consummated on December 1, 2003 (such time and date of payment and delivery being herein called the "Closing") on a delivery versus payment basis in accordance with the "DTC ID System" through a broker dealer, or any appropriate affiliate thereof. 7. Governing Law. This Agreement shall be construed in accordance with and governed by the substantive laws of the State of New York. 8. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject mater hereof and may be amended only in a writing that is executed by each of the parties hereto. 9. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, and all of which together shall be deemed to constitute one and the same instrument. 2 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written. Seller By: /s/ Wesley R. Edens -------------------------------- Name: Wesley R. Edens Title: Chief Executive Officer COHEN & STEERS CAPITAL MANAGEMENT, INC., on behalf of itself and on behalf of the Purchasers specified on Schedule A By: /s/ Greg E. Brooks -------------------------------- Name: Greg E. Brooks Title: Senior Vice President 3 SCHEDULE A
Name of Client Number of Shares - -------------- ----------------
4 -----END PRIVACY-ENHANCED MESSAGE-----