Filed Pursuant to Rule 424(b)(3) Registration No. 333-38486 Supplement to Prospectus Dated June 27, 2001 AMENDMENT TO THE ISTAR FINANCIAL INC. DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN The iStar Financial Inc. Dividend Reinvestment and Direct Stock Purchase Plan is hereby amended as of this 3rd day of August, 2001. 1. Page 6. "Summary of the Plan -- Purchase Date." The first paragraph is replaced by the following language: "When the Administrator purchases shares of common stock from us through optional cash investments, such purchases shall be made on the "Purchase Date" in each month. If the Administrator is buying shares of common stock directly from us through optional cash investments of up to $10,000, then the Purchase Date will occur on the last trading day of each month. If the Administrator is buying shares of common stock directly from us through an optional cash investment in excess of $10,000, then the Administrator will purchase the common stock each month over a ten day pricing period, with each day being considered a Purchase Date, as more fully discussed below. If the Administrator purchases shares of common stock directly from us through dividend reinvestment, then the Purchase Date will occur on the dividend payment date (or if such date is not a trading day, then the first trading day immediately preceding such date.)" 2. Page 6. "Summary of the Plan -- Purchase Price." The second sentence of the second paragraph is replaced by the following language: "The ten day pricing period is the ten consecutive trading days ending on the last trading day of each month." 3. Page 12. "The Plan -- Investment Options -- AUTOMATIC INVESTMENTS." The third paragraph is replaced by the following language: "Once automatic deductions begin, funds will be withdrawn from your bank account on the third business day preceding each monthly Purchase Date." 4. Page 14. "The Plan - Purchase Date." The first sentence of the second bullet point is replaced by the following language: "Optional Cash Investments up to $10,000: If the Administrator purchases the shares directly from us, the Purchase Date for optional cash investments up to $10,000 will be on the last trading day of each month." The second paragraph of the third bullet point is replaced by the following language: "The Pricing Period" is the period encompassing the ten consecutive trading days ending on the last trading day of each month. For your reference we've attached as Exhibit A to this prospectus a list of the expected Pricing Period commencement and conclusion dates." Please see the reverse side of this amendment for an updated list of expected Pricing Period commencement and conclusion dates. (OVER) 5. Page 27. "Exhibit A." Exhibit A is replaced by the following: ISTAR FINANCIAL INC. (EXHIBIT A) MINIMUM WAIVER PRICE/WAIVER WAIVER CASH PRICING PERIOD DISCOUNT PAYMENT DUE COMMENCEMENT PRICING PERIOD DATE DATE DATE CONCLUSION DATE ------------------------ --------------------------- ---------------------------- ------------------------- August 15, 2001 August 17, 2001 August 20, 2001 August 31, 2001 September 12, 2001 September 14, 2001 September 17, 2001 September 28, 2001 October 15, 2001 October 17, 2001 October 18, 2001 October 31, 2001 November 13, 2001 November 15, 2001 November 16, 2001 November 30, 2001 December 12, 2001 December 14, 2001 December 17, 2001 December 31, 2001 January 15, 2002 January 17, 2002 January 18, 2002 January 31, 2002 February 11, 2002 February 13, 2002 February 14, 2002 February 28, 2002 March 12, 2002 March 14, 2002 March 15, 2002 March 29, 2002 April 12, 2002 April 16, 2002 April 17, 2002 April 30, 2002 May 14, 2002 May 16, 2002 May 17, 2002 May 31, 2002 June 12, 2002 June 14, 2002 June 17, 2002 June 28, 2002 July 15, 2002 July 17, 2002 July 18, 2002 July 31, 2002 August 13, 2002 August 16, 2002 August 19, 2002 August 30, 2002 September 12, 2002 September 16, 2002 September 17, 2002 September 30, 2002 October 15, 2002 October 17, 2002 October 18, 2002 October 31, 2002 November 12, 2002 November 14, 2002 November 15, 2002 November 29, 2002 December 12, 2002 December 16, 2002 December 17, 2002 December 31, 2002