================================================================================
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 10036
NEW YORK, NEW YORK (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 930-9400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
================================================================================
ITEM 7. EXHIBITS
The following exhibits are filed with this Report pursuant to Regulation
S-K Item 601 in lieu of filing the otherwise required exhibits to the
registration statements on Form S-3 of the Registrant, file nos. 333-83646 and
333-32946, under the Securities Act of 1933, as amended (the "Registration
Statement"), and which, as this Form 8-K filing is incorporated by reference in
the Registration Statement, are set forth in full in the Registration Statement.
1.1 Purchase Agreement dated November 14, 2002.
5.1 Opinion of Clifford Chance US LLP.
8 Opinion of Clifford Chance US LLP as to tax matters.
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: November 14, 2002 By: /s/ Jay Sugarman
----------------
Jay Sugarman
Chairman and Chief Executive Officer