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NEWCASTLE INVESTMENT CORP FILES (8-K) Disclosing Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

August 19, 2014



Item 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information regarding the reverse stock split contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.



As previously disclosed in a press release dated August 7, 2014, the Board of Directors of Newcastle Investment Corp. (the "Company") approved a 3-for-1 reverse stock split of its common stock.

On August 18, 2014, the Company filed Articles of Amendment to its charter (the "Amendment") with the State Department of Assessments and Taxation of Maryland, which has effected a 3-for-1 reverse stock split of its common stock.

As a result of the reverse stock split, every three shares of the Company's issued and outstanding common stock was converted into one share of common stock, reducing the number of issued and outstanding shares of the Company's common stock from approximately 392 million to approximately 131 million.

No fractional shares will be issued in connection with the reverse stock split. Each stockholder who would otherwise be entitled to receive a fractional share of the Company's common stock will be entitled to receive a cash payment in lieu of a fractional share following the sale of all fractional shares on the open market by the transfer agent for the reverse stock split.

The reverse stock split did not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the Company's common stock or preferred stock.

The above description of the Amendment and the reverse stock split is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1.

Trading of the Company's common stock on the New York Stock Exchange on a split-adjusted basis is expected to begin at the opening of trading on August 19, 2014.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 3.1 Articles of Amendment of Newcastle Investment Corp., as filed with the State Department of Assessments and Taxation of Maryland on August 18, 2014 2



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Source: Edgar Glimpses


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