8-K 1 d244068.txt CITIGROUP MORTGAGE LOAN TRUST INC ================================================================================ UNITED STATES 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): June 29, 2004 CITIGROUP MORTGAGE LOAN TRUST INC. (as depositor under the Pooling and Servicing Agreement, dated as of June 1, 2004, providing for the issuance of Mortgage Pass-Through Certificates, 2004-NCM1) Citigroup Mortgage Loan Trust Inc. ---------------------------------- (Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (212) 816-6000 -------------- ================================================================================ -2- 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 (see General Instruction A.2. below): [ ] 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(b)) [ ] 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)) -3- Item 8.01. Other Events ------------ Description of the Certificates and the Mortgage Pools On June 29, 2004, a single series of certificates, entitled Citigroup Mortgage Loan Trust Inc., Mortgage Pass-Through Certificates, Series 2004-NCM1 (the "Certificates"), were issued pursuant to a pooling and servicing agreement, dated as of June 1, 2004 (the "Agreement"), attached hereto as Exhibit 4.1, among Citigroup Mortgage Loan Trust Inc. as depositor (the "Depositor"), National City Mortgage Co. as master servicer (the "Master Servicer") and U.S. Bank National Association as trustee (the "Trustee"). The Certificates consist of sixteen classes of certificates (collectively, the "Certificates"), designated as the "Class IA-1 Certificates," the "Class IA-2 Certificates," the "Class IA-3, Certificates,"the "Class IIA-1 Certificates," the "Class IIA-2 Certificates," the "Class IIA-3, Certificates,"the "Class IIIA-1 Certificates," the "Class IIIA-2 Certificates," the "Class XS-1 Certificates," the "Class XS-2 Certificates," the "Class XS-3 Certificates," the "Class XS-4 Certificates," the "Class PO-1 Certificates," the "Class PO-2 Certificates," the "Class PO-3 Certificates," the "Class PO-4 Certificates," the "Class B-1 Certificates," the "Class B-2 Certificates," the "Class B-3 Certificates," the "Class B-4 Certificates," the "Class B-5 Certificates," the "Class B-6 Certificates" and the "Class R Certificates." The Certificates evidence in the aggregate the entire beneficial ownership interest in a trust fund (the "Trust Fund"), consisting primarily of a segregated pool (the "Mortgage Pool") of conventional, one- to four-family, fixed-rate, first lien mortgage loans having original terms to maturity up to 30 years (the "Mortgage Loans"). The Mortgage Pool consists of Mortgage Loans having an aggregate principal balance of $482,464,531 as of June 1, 2004 (the "Cut-off Date"). The Mortgage Loans were purchased pursuant to the Mortgage Loan Purchase Agreement, dated June 28, 2004 (the "Mortgage Loan Purchase Agreement"), between the Depositor and National City Mortgage Co.. The Class IA-1, Class IA-2, Class IA-3, Class IIA-1, Class IIA-2, Class IIA-3, Class IIIA-1, Class IIIA-2, Class XS-1, Class XS-2. Class XS-3, Class XS-4, Class PO-1, Class PO-2, Class PO-3, Class PO-4, Class R, Class B-1, Class B-2 and Class B-3 Certificates were sold by the Depositor to Citigroup Global Markets Inc. (in such capacity, the "Representative"), pursuant to an Underwriting Agreement, dated June 28, 2004, between the Depositor and the Representative. The Certificates have the following initial Certificate Balances and Pass-Through Rates:

The Certificates, other than the Class B-4, Class B-5 and Class B-6 Certificates, and the Mortgage Loans are more particularly described in the Prospectus, dated February 9, 2004, and the Prospectus Supplement, dated June 28, 2004, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class B-4, Class B-5 and Class B-6 Certificates have not been and will not be publicly offered by the Depositor. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Prospectus Supplement. Item 9.01. Financial Statements and Exhibits --------------------------------- (a) Not applicable (b) Not applicable (c) Exhibits Exhibit No. Description ----------- ----------- 4.1 Pooling and Servicing Agreement, dated as of June 1, 2004, by and among Citigroup Mortgage Loan Trust Inc. as Depositor, National City Mortgage Co. as Master Servicer and U.S. Bank National Association as Trustee, relating to the Series 2004-NCM1 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. Dated: September 8, 2004 CITIGROUP MORTGAGE LOAN TRUST INC. By: /s/ Matt Bollo ------------------------------- Name: Matt Bollo Title: Assistant Vice President Index to Exhibits -----------------

Exhibit 4.1

Citigroup Mortgage Loan Trust Inc. Mortgage Pass-Through Certificates, Series 2004-NCM1 8-K