SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NUMBER 1) iSTAR FINANCIAL INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 85569R 104 (CUSIP Number) Marjorie L. Reifenberg General Counsel Lazard Freres Real Estate Investors L.L.C. 30 Rockefeller Center New York, New York 10020 (212) 632-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 8, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.[X] *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 85569R 104 13D Page 2 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres Real Estate Fund II L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER 546,131.29 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 546,131.29 PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,131.29 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .51% 14 TYPE OF REPORTING PERSON* PN
CUSIP No. 85569R 104 13D Page 3 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres Real Estate Offshore Fund II L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 345,349.39 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 345,349.39 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 345,349.39 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .32% 14 TYPE OF REPORTING PERSON* PN
CUSIP No. 85569R 104 13D Page 4 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LF Offshore Investment L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* -- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 209,812.51 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 209,812.51 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 209,812.51 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .20% 14 TYPE OF REPORTING PERSON* PN
CUSIP No. 85569R 104 13D Page 5 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres Real Estate Investors L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* -- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 546,131.29 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 546,131.29 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,131.29 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .51% 14 TYPE OF REPORTING PERSON* OO (limited liability company)
CUSIP No. 85569R 104 13D Page 6 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LF Real Estate Investors Company 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* -- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 555,161.90 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 555,161.90 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,161.90 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .52% 14 TYPE OF REPORTING PERSON* OO
CUSIP No. 85569R 104 13D Page 7 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lazard Freres & Co. LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* -- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 546,131.29 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 546,131.29 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 546,131.29 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .51% 14 TYPE OF REPORTING PERSON* OO (limited liability company)
CUSIP No. 85569R 104 13D Page 8 of 12 Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eurazeo (successor by merger) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* -- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF 7 SOLE VOTING POWER SHARES 555,161.90 BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 555,161.90 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,161.90 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .52% 14 TYPE OF REPORTING PERSON* CO
CUSIP No. 85569R 104 13D Page 9 of 12 Pages AMENDMENT NUMBER 1 TO SCHEDULE 13D This Amendment No. 1 to Schedule 13D is filed by each of the Reporting Persons (as defined in Section 2(a) below). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Schedule 13D dated November 30, 1999, filed by the Reporting Persons (the "Initial Schedule 13D"). This Amendment No. 1 hereby amends and supplements the Initial Schedule 13D. ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of Common Stock, par value $0.001 per share (the "Common Stock"), of iStar Financial Inc. ("iStar"). The principal executive offices of iStar are located at 1114 Avenue of the Americas, 27th Floor, New York, New York 10036. ITEM 2. IDENTITY AND BACKGROUND. (A) NAMES OF PERSONS FILING: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) Lazard Freres Real Estate Fund II L.P. ("Onshore"), a Delaware limited partnership; (ii) Lazard Freres Real Estate Offshore Fund II L.P. ("Offshore I"), a Delaware limited partnership; (iii) LF Offshore Investment L.P. ("Offshore II"), a Delaware limited partnership; (iv) Lazard Freres Real Estate Investors L.L.C. ("LFREI"), a New York limited liability company and the sole general partner of Onshore; (v) LF Real Estate Investors Company ("LFREIC"), a Cayman Islands exempted company and the sole general partner of Offshore I and Offshore II; (vi) Lazard Freres & Co. LLC ("LFC"), a New York limited liability company and the managing member of LFREI; and (vii) Eurazeo, a French company and the sole owner of LFREIC ("Eurazeo"). Eurazeo was formerly known as Eurafrance and is a successor by merger to Compagnie Francaise de Participations et d'Assurances. (B) ADDRESS OF THE REPORTING PERSONS: The address of the principal business and the principal office of Onshore, LFREI and LFC is 30 Rockefeller Center, New York, New York 10020.
CUSIP No. 85569R 104 13D Page 10 of 12 Pages The address of the principal business and the principal office of Offshore I, Offshore II and LFREIC is care of Maples and Calder, Attorneys-at-Law, Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, British West Indies. The address of the principal business and the principal office of Eurazeo is 3 rue Jacques Bingen, 75017 Paris, France. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) On April 8, 2004, Onshore exercised its right to acquire shares of common stock of the Issuer using the cashless net exercise method set forth in that certain warrant dated December 15, 1998 (the "Onshore Warrant"). Onshore surrendered the Onshore Warrant for cancellation and received in exchange therefor 546,131.29 shares representing (x) the total number of shares specified in the Onshore Warrant, as adjusted (i.e., 3,031,519.29) less (y) the number of shares with a fair market value (as defined in the Onshore Warrant) equal to the aggregate exercise price that would have been payable for the number of shares in clause (x) absent the use of the cashless net exercise method (i.e., 2,485,388 shares with a fair market value of $41.9005 per share representing an aggregate exercise price of $104,139,000). On April 8, 2004, Offshore I exercised its right to acquire shares of common stock of the Issuer using the cashless net exercise method set forth in that certain warrant dated December 15, 1998 (the "Offshore I Warrant"). Offshore I surrendered the Offshore I Warrant for cancellation and received in exchange therefor 345,349.39 shares representing (x) the total number of shares specified in the Offshore I Warrant, as adjusted (i.e., 1,916,999.37) less (y) the number of shares with a fair market value (as defined in the Offshore I Warrant) equal to the aggregate exercise price that would have been payable for the number of shares in clause (x) absent the use of the cashless net exercise method (i.e., 1,571,649.98 shares with a fair market value of $41.9005 per share representing an aggregate exercise price of $65,852,920). On April 8, 2004, Offshore II exercised its right to acquire shares of common stock of the Issuer using the cashless net exercise method set forth in that certain warrant dated December 15, 1998 (the "Offshore II Warrant"). Offshore II surrendered the Offshore II Warrant for cancellation and received in exchange therefor 209,812.51 shares representing (x) the total number of shares specified in the Offshore II Warrant, as adjusted (i.e., 1,164,647.89) less (y) the number of shares with a fair market value (as defined in the Offshore II Warrant) equal to the aggregate exercise price that would have been payable for the number of shares in clause (x) absent the use of the cashless net exercise method (i.e., 954,835.38 shares with a fair market value of $41.9005 per share representing an aggregate exercise price of $40,008,080). As of the date hereof, the Reporting Persons own those shares of Common Stock set forth on the cover pages hereto. They have ceased to be the beneficial owners of more than five percent of such class of securities of the Issuer. (b) Other than as set forth in Item 5(a) above, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days.
CUSIP No. 85569R 104 13D Page 11 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: April 22, 2004 LAZARD FRERES REAL ESTATE FUND II L.P. By: Lazard Freres Real Estate Investors L.L.C., General Partner By: /s/ Matthew J. Lustig --------------------------------------- Name: Matthew J. Lustig Title: Managing Principal LAZARD FRERES REAL ESTATE OFFSHORE FUND II L.P. By: LF Real Estate Investors Company, General Partner By: /s/ Gary Ickowicz --------------------------------------- Name: Gary Ickowicz Title: Director LF OFFSHORE INVESTMENT L.P. By: LF Real Estate Investors Company, General Partner By: /s/ Gary Ickowicz --------------------------------------- Name: Gary Ickowicz Title: Director LAZARD FRERES REAL ESTATE INVESTORS L.L.C. By: /s/ Matthew J. Lustig --------------------------------------- Name: Matthew J. Lustig Title: Managing Principal LF REAL ESTATE INVESTORS COMPANY By: /s/ Gary Ickowicz --------------------------------------- Name: Gary Ickowicz Title: Director
CUSIP No. 85569R 104 13D Page 12 of 12 Pages LAZARD FRERES & CO. LLC By: /s/ Scott D. Hoffman --------------------------------------- Name: Scott D. Hoffman Title: Managing Director EURAZEO By: /s/ Patrick Sayer --------------------------------------- Name: Patrick Sayer Title: President du Directoire (Chief Executive Officer)