SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
STARWOOD FINANCIAL INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PROXY
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
STARWOOD FINANCIAL INC.
1114 AVENUE OF THE AMERICAS, 27TH FLOOR
NEW YORK, NEW YORK 10036
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2000. TO VOTE
AT THE ANNUAL MEETING IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS OF STARWOOD FINANCIAL INC., SIGN AND DATE THE REVERSE SIDE OF THIS
CARD WITHOUT CHECKING ANY BOX.
The undersigned holder of shares of common stock, 9.375% Series B Cumulative
Redeemable Preferred Stock, 9.20% Series C Cumulative Redeemable Preferred Stock
and/or 8.00% Series D Cumulative Redeemable Preferred Stock of Starwood
Financial Inc., a Maryland corporation (the "Company"), hereby appoints Jay
Sugarman and Spencer B. Haber, or either of them, with full power of
substitution in each, to attend and to cast all votes which the undersigned
shareholder is entitled to cast at the annual meeting of shareholders (the
"Annual Meeting") to be held on May 23, 2000, at 9:00 a.m. local time, at The
Sheraton New York Hotel & Towers, 811 Seventh Avenue, New York, New York, 10019
and at any adjournments or postponements thereof, and otherwise to represent the
undersigned at the meeting with all powers possessed by the undersigned if
personally present at the meeting, upon the following matters. The undersigned
shareholder hereby revokes any proxy or proxies heretofore given with respect to
such meeting. Capitalized terms not otherwise defined have the meanings given in
the proxy statement to which this proxy relates.
1. The election of eight members to the Board of Directors.
/_/ FOR all nominees listed below (except as marked to the contrary
below)
/_/ WITHHOLD AUTHORITY to vote for all nominees listed below
Jeffrey G. Dishner Robin Josephs
Jonathan D. Eilian Merrick R. Kleeman
Madison F. Grose George R. Puskar
Robert W. Holman, Jr. Michael G. Medzigian
TO WITHHOLD AUTHORITY FOR ANY NOMINEE, STRIKE A LINE THROUGH SUCH NOMINEE'S
NAME. If a nominee becomes unavailable for election or unable to serve as a
Director, the votes will be cast for a person that will be designated by the
Board of Directors of the Company.
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
independent auditors of the Company for the fiscal year ending December
31, 2000.
/_/ For /_/ Against /_/ Abstain
In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the annual meeting, or any adjournments thereof and
which the Company did not know, a reasonable time before the annual meeting,
would be presented at the annual meeting or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. UNLESS CONTRARY DIRECTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2 AND IN ACCORDANCE WITH THE UNANIMOUS
DETERMINATION OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS. The undersigned
shareholder may revoke this proxy at any time before it is voted by delivering
to the Secretary of the Company either a written revocation of the proxy or a
duly executed proxy bearing a later date, or by appearing at the annual meeting
and voting in person. The undersigned shareholder hereby acknowledges receipt of
the notice of annual meeting of shareholders and proxy statement.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
ENVELOPE. If you receive more than one proxy card, please sign and return ALL
cards in the enclosed envelope.
DATED:
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Signature
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Signature (if held jointly)
Please date and sign exactly as the name
appears hereon. When signing as
executor, administrator, trustee,
guardian, attorney-in-fact or other
fiduciary, please give title as such.
When signing as corporation, please sign
in full corporate name by President or
other authorized officer. If you sign
for a partnership, please sign in
partnership name by an authorized
person.