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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 - -------------------------------------------------------------------------------- NOVEMBER 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 JURISDICTION (COMMISSION (IRS EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER) 1114 AVENUE OF THE AMERICAS, 27TH FLOOR NEW YORK, NEW YORK 10036 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (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 September 30, 2002 filed by iStar Financial Inc. on November 14, 2002 was accompanied by certifications of iStar Financial's 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 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. 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: November 14, 2002 By: /s/ JAY SUGARMAN ------------------------------------ Jay Sugarman Chairman and Chief Executive Officer Date: November 14, 2002 By: /s/ SPENCER B. HABER -------------------------------------- Spencer B. Haber President and Chief Financial Officer
EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SS.906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, the 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 September 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: Chief Executive Officer 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 September 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