SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DT INDUSTRIES INC [ DTIIQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 04/01/2004(2) J4(1) 1,037,480(1) D (1) 751,279(1)(2)(3) I By Subsidiary(1)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
7.16% Convertible Preferred Securities (4) 04/01/2004(2) 4J(1) 116,000(1) (4) (4) Common Stock 414,282 (4) 84,000(1)(2)(3) I By Subsidiary(1)(3)
1. Name and Address of Reporting Person*
CITIGROUP INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIGROUP INVESTMENTS INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
CITIGROUP ALTERNATIVE INVESTMENTS INC

(Last) (First) (Middle)
399 PARK AVENUE

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See General Remarks.
1. Name and Address of Reporting Person*
ASSOCIATED MADISON COMPANIES INC

(Last) (First) (Middle)
153 EAST 53RD ST.

(Street)
NEW YORK NY 10043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 3.
1. Name and Address of Reporting Person*
CITIGROUP INSURANCE HOLDING CORP

(Last) (First) (Middle)
3120 BRECKINRIDGE BOULEVARD

(Street)
DULUTH GA 30199

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 3.
1. Name and Address of Reporting Person*
TRAVELERS INSURANCE CO

(Last) (First) (Middle)
ONE TOWER SQUARE

(Street)
HARTFORD CT 06183

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 3.
Explanation of Responses:
1. See General Remarks.
2. This Form 5 is being filed to report certain transactions that occurred during the Issuer's fiscal year that ends June 27, 2004 that have not previously been reported on Form 4. The amount of shares beneficially owned reflects holdings as of April 1, 2004. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interests therein.
3. Represents 751,279 shares of the Issuer's common stock (the "Common Stock") and 84,000 shares of the Issuer's 7.16% Convertible Preferred Stock (the "Preferred Stock") directly beneficially owned by The Travelers Insurance Company ("TIC") as of April 1, 2004. TIC is a wholly owned subsidiary of Citigroup Insurance Holding Corporation ("Citigroup Insurance"), which is a wholly owned subsidiary of Associated Madison Companies, Inc. ("Associated Madison"), which is a wholly owned subsidiary of Citigroup Inc. ("Citigroup").
4. The Preferred Stock has an expiration date of May 31, 2008 and is immediately convertible into approximately 300,000 shares of Common Stock at a conversion price of $14.00 per share. The Common Stock that TIC has a right to acquire upon the exercise of the Preferred Stock is subject to change from time to time, pursuant to the terms of an Exchange Agreement between TIC and the Issuer.
Remarks:
Prior to the merger between The St. Paul's Companies, Inc. ("St. Paul's") and Travelers Property Casualty Corp. ("TAP") effective as of April 1, 2004 (the "Merger"), Citigroup Alternative Investments LLC ("CAI") managed investments on behalf of The Travelers Indemnity Company ("Travelers Indemnity"), a wholly owned subsidiary of TAP, including 1,037,480 shares of Common Stock and 116,000 shares of Preferred Stock. Upon completion of the Merger, CAI no longer managed investments on behalf of Travelers Indemnity and no longer beneficially owned any of the Issuer's securities. CAI is a wholly owned subsidiary of Citigroup Investments Inc. ("CII"), which is a wholly owned subsidiary of Citigroup.
Citigroup Inc., By: David C. Goldberg, Assistant Secretary 06/04/2004
Citigroup Investments Inc., By: Andrew E. Feldman, Assistant Secretary 06/04/2004
Citigroup Alternative Investments LLC, By: Andrew E. Feldman, Assistant Secretary 06/04/2004
Associated Madison Companies, Inc. By: David C. Goldberg, Assistant Secretary 06/04/2004
Citigroup Insurance Holding Corporation, By: David C. Goldberg, Assistant Secretary 06/04/2004
The Travelers Insurance Company, By: David C. Goldberg, Assistant Secretary 06/04/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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