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)