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
Date of report (Date of earliest event reported) May 24, 2004
Citigroup Commercial Mortgage Securities Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 333-108125 13-3439681
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
388 Greenwich Street, New York, New York 10013
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 816-6000
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Required FD Disclosure.
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It is expected that during June 2004, a single series of certificates, expected
to be entitled, Citigroup Commercial Mortgage Trust 2004-C1, Commercial Mortgage
Pass-Through Certificates, Series 2004-C1 (the "Certificates"), will be issued
pursuant to a pooling and servicing agreement (the "Pooling and Servicing
Agreement"), to be entered into by and among Citigroup Commercial Mortgage
Securities Inc. (the "Registrant"), a master servicer, a special servicer, a
trustee and a fiscal agent. It is expected that certain classes of the
Certificates (the "Underwritten Certificates") will be registered under the
Registrant's registration statement on Form S-3 (no. 333-108125) and sold to
Citigroup Global Markets Inc. ("CGMI"), Wachovia Capital Markets LLC ("WCM"),
Caisse Des Depots Securities ("CDC") and Deutsche Bank Securities Inc. ("DBSI";
and together with CGMI, WCM and CDC, the "Underwriters") pursuant to an
underwriting agreement (the "Underwriting Agreement") to be entered into by and
between the Registrant and the Underwriters.
In connection with the expected sale of the Underwritten Certificates,
CGMI has advised the Registrant that it has furnished to prospective investors
certain information attached hereto as Exhibit 99.1 that may be considered
"Computational Materials" (as defined in the no-action letter dated May 20, 1994
issued by the Division of Corporation Finance of the Securities and Exchange
Commission (the "Commission") to Kidder, Peabody Acceptance Corporation I,
Kidder, Peabody & Co. Incorporated, and Kidder Structured Asset Corporation and
the no-action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association) and "ABS Term
Sheets" (as defined in the no-action letter dated February 17, 1995 issued by
the Division of Corporation Finance of the Commission to the Public Securities
Association).
The Computational Materials and ABS Term Sheets attached hereto have
been prepared and provided to the Registrant by CGMI. The information in such
Computational Materials and ABS Term Sheets is preliminary and will be
superseded by the final Prospectus Supplement relating to the Underwritten
Certificates and by any other information subsequently filed with the
Commission. To the extent any Computational Materials and ABS Term Sheets
previously filed by the Registrant with respect to the Underwritten Certificates
are inconsistent with the Computational Materials and ABS Term Sheets attached
hereto, such previously filed Computational Materials and ABS Term Sheets are
superseded by the Computational Materials and ABS Term Sheets attached hereto.
Item 7. Financial Statements and Exhibits.
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(a) Financial statements of businesses acquired:
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Not applicable.
(b) Pro forma financial information:
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Not applicable.
(c) Exhibits:
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Exhibit No. Description
99.1 Computational Materials and ABS Term Sheets prepared by
Citigroup Global Markets Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: May 26, 2004
CITIGROUP COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Angela Vleck
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Name: Angela Vleck
Title: Managing Director
EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No.
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99.1 Computational Materials and ABS Term Sheets prepared by
Citigroup Global Markets Inc.