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================================================================================ 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 ---------------------- AUGUST 14, 2002 (DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)) ISTAR FINANCIAL INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND 1-15371 95-6881527 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NUMBER) OF INCORPORATION) 1114 AVENUE OF THE AMERICAS, 27TH FLOOR 10036 NEW YORK, NEW YORK (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (212) 930-9400 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 9. REGULATION FD DISCLOSURE The Quarterly Report on Form 10-Q for the Quarter ended June 30, 2002 filed by iStar Financial Inc. on August 14, 2002 was accompanied by certifications of iStar Financial's Chairman and Chief Executive Officer and its Chief Financial Officer, as required by 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002. Copies of the certifications are furnished as Exhibit 99.1 to this report. ITEM 7 EXHIBITS 99.1 Certifications of Chairman and Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, together with Securities and Exchange Commission transmittal letter. Page 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. iSTAR FINANCIAL INC. Date: August 14, 2002 By: /s/ JAY SUGARMAN -------------------- Jay Sugarman Chairman and Chief Executive Officer Date: August 14, 2002 By: /s/ SPENCER B. HABER -------------------- Spencer B. Haber President and Chief Financial Officer Page 3
EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SS.906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, the Chairman and Chief Executive Officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to ss.906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ JAY SUGARMAN -------------------------------------------- Name: Jay Sugarman Title: Chairman and Chief Executive Officer Ex-1 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SS.906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, the Chief Financial Officer of iStar Financial Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to ss.906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (the "Form 10-Q"), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company. By: /s/ SPENCER B. HABER -------------------------------------------- Name: Spencer B. Haber Title: Chief Financial Officer Ex-2 August 14, 2002 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: iStar Financial Inc. (File No. 1-15371) Ladies and Gentlemen: We enclose for filing the Quarterly Report on Form 10-Q of iStar Financial Inc. for the quarter ended June 30, 2002. Also accompanying this filing are the certifications of iStar Financial's Chairman and Chief Executive Officer and its Chief Financial Officer pursuant to ss.906 of The Sarbanes-Oxley Act of 2002. These certifications are being furnished solely for purposes of complying with ss.906 of The Sarbanes-Oxley Act, and on the understanding that they are subject to the specific knowledge standards contained in ss.906. If you have any questions, please contact me at 212-878-8526. Very truly yours, /s/ KATHLEEN L. WERNER ------------------ Kathleen L. Werner encls.