8-K 1 d262213.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): September 23, 2004 CITIGROUP MORTGAGE LOAN TRUST INC. (as depositor under the Pooling and Servicing Agreement, dated as of September 1, 2004, providing for the issuance of Carrington Mortgage Loan Trust, Series 2004-NC2 Asset Backed Pass-Through Certificates) Citigroup Mortgage Loan Trust Inc. ---------------------------------- (Exact name of registrant as specified in its charter) --------------------------------------------------------------------------------

Registrant's telephone number, including area code: (212) 816-6000 -------------- ================================================================================ 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)) Section 2 - Completion of Acquisition or Disposition of Assets Item 2.01 Completion of Acquisition or Disposition of Assets Item 2. Acquisition or Disposition of Assets ------------------------------------ Description of the Certificates and the Mortgage Pools On September 9, 2004, a single series of certificates, entitled Carrington Mortgage Loan Trust, Series 2004-NC2, Asset Backed Pass-Through Certificates (the "Certificates"), were issued pursuant to a pooling and servicing agreement, dated as of September 1, 2004 (the "Agreement"), attached hereto as Exhibit 4.1, among Citigroup Mortgage Loan Trust Inc. (the "Depositor"), New Century Mortgage Corporation (the "Servicer") and Deutsche Bank National Trust Company (the "Trustee"). The Certificates consist of thirteen classes of certificates (collectively, the "Certificates"), designated as the "Class A-1 Certificates," the "Class A-2A Certificates," the "Class A-2B Certificates," the "Class A-2C Certificates," the "Class M-1 Certificates," the "Class M-2 Certificates," the "Class M-3 Certificates," the "Class M-4 Certificates," the "Class M-5 Certificates," the "Class M-6 Certificates," the "Class CE Certificates," the "Class P 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, adjustable-rate and fixed-rate, first lien and second 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 $336,792,818.26 as of May 1, 2004 (the "Cut-off Date"). The Mortgage Loans were purchased pursuant to the Mortgage Loan Purchase Agreement, dated May 17, 2004(the "Mortgage Loan Purchase Agreement"), among the Depositor, NC Capital Corporation (the "Responsible Party") and Carrington Asset Acceptance Company, L.L.C. (the "Seller"). The Certificates (other than the Class M-6 Certificates, Class P Certificates, Class CE Certificates and Class R Certificates) were sold by the Depositor to Citigroup Global Markets Inc. (in such capacity, the "Representative"), pursuant to an Underwriting Agreement, dated May 17, 2004, between the Depositor and the Representative. 2 The Certificates have the following initial Certificate Balances and Pass-Through Rates: INITIAL CERTIFICATE CLASS PRINCIPAL BALANCE PASS-THROUGH RATE ----- ----------------- ----------------- A-1 $ 100,000,000.00 Variable A-2A $ 66,410,000.00 Variable A-2B $ 85,320,000.00 Variable A-2C $ 15,683,000.00 Variable M-1 $ 22,734,000.00 Variable M-2 $ 17,681,000.00 Variable M-3 $ 5,894,000.00 Variable M-4 $ 5,052,000.00 Variable M-5 $ 4,210,000.00 Variable M-6 $ 3,536,000.00 Variable CE $ 10,272,718.26 Variable P $ 100.00 N/A R 100% Percentage Interest N/A The Certificates, other than the Class CE, the Class P and the Class R Certificates, and the Mortgage Loans are more particularly described in the Prospectus, dated February 9, 2004, and the Prospectus Supplement, dated May 17, 2004, as previously filed with the Securities and Exchange Commission pursuant to Rule 424(b). The Class CE, the Class P and the Class R 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. 3 Item 7. Financial Statements and Exhibits --------------------------------- (a) Not applicable (b) Not applicable (c) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- 4.1 Pooling and Servicing Agreement, dated as of May 1, 2004, among Citigroup Mortgage Loan Trust Inc. as Depositor, New Century Mortgage Corporation as Servicer and Deutsche Bank National Trust Company as Trustee, relating to the Series 2004-NC1 Certificates. 4 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: May 20, 2004 CITIGROUP MORTGAGE LOAN TRUST INC. By: /s/ Matthew Bollo ----------------------------- Name: Matthew Bollo Title: Assistant Vice President 5 Index to Exhibits -----------------

6 Exhibit 4.1

CITIGROUP MORTGAGE LOAN TRUST INC CARRINGTON MORTGAGE LOAN TRUST, SERIES 2004-NC2 8-K