8-K 1 file001.htm FORM 8-K


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                       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 10, 2005
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                  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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                                       N/A
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          (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 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 June 2005, a single series of certificates, expected
to be entitled, Citigroup Commercial Mortgage Trust 2005-C3, Commercial Mortgage
Pass-Through Certificates, Series 2005-C3 (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 one or more
underwriters (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(s).

     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 Exhibits 99.1 and 99.2 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.







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           Computational Materials and ABS Term Sheets prepared by Citigroup
               Global Markets Inc.

99.2           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 11, 2005


                                                   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.

99.2         Computational Materials and ABS Term Sheets prepared by Citigroup
             Global Markets Inc.