================================================================================ 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) December 3, 2004 Citigroup Commercial Mortgage Securities Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 333-108125 13-3439681 ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 388 Greenwich Street, New York, New York 10013 ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 816-6000 -------------- N/A -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 8 -- Other Events --------- ------------ Item 8.01. Other Events. ---------- ------------ It is expected that during December 2004, a single series of certificates, expected to be titled Citigroup Commercial Mortgage Trust 2004-C2, Commercial Mortgage Pass-Through Certificates, Series 2004-C2 (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 and a trustee. 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 PNC Capital Markets, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc. (each an "Underwriter") including Citigroup Global Markets Inc. ("CGMI"), pursuant to an underwriting agreement (the "Underwriting Agreement") to be entered into by and between the Registrant and the Underwriter. In connection with the expected sale of the Underwritten Certificates, the Registrant has been advised that one or more prospective investors have been furnished with certain information attached hereto as Exhibit 99.1, that constitute "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/or "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 one or more of the Underwriters. The information in such Computational Materials and/or 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/or ABS Term Sheets previously filed by the Registrant with respect to the Underwritten Certificates are inconsistent with the Computational Materials and/or ABS Term Sheets attached hereto, such previously filed Computational Materials and ABS Term Sheets are superseded by the Computational Materials and/or ABS Term Sheets attached hereto. Section 9 -- Financial Statements and Exhibits. --------- ---------------------------------- Item 9.01. Financial Statements and Exhibits. ---------- --------------------------------- (a) Financial statements of businesses acquired: -------------------------------------------- Not applicable. (b) Pro forma financial information: -------------------------------- Not applicable. (c) Exhibits: --------- Exhibit No. Description 99.1 Certain materials constituting ABS Term Sheets prepared and disseminated in connection with the expected sale of the Underwritten Certificates. 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: December 7, 2004 CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. By: /s/ Angela Vleck ---------------------------------- Name: Angela Vleck Title: Managing Director EXHIBIT INDEX The following exhibits are filed herewith: Exhibit No. ----------- 99.1 Certain materials constituting ABS Term Sheets prepared and disseminated in connection with the expected sale of the Underwritten Certificates.