UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 811-8985
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CUSIP NUMBER
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(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [X] Form N-CSR
For Period Ended: September 30, 2003
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
[ ] Transition Report on Form N-CSR
For the Transition Period Ended: __________________
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Citigroup Investments Corporate Loan Fund Inc.
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Full Name of Registrant
Travelers Corporate Loan Fund Inc.
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Former Name of Registrant if Applicable
125 Broad Street
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Address of Principal Executive Office (Street and Number)
New York, New York 10004
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate) [X]
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form 10-Q, or
portion thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
Recent Developments
The Fund has received the following information from Citigroup Asset Management
("CAM"), the Citigroup business unit which includes the Fund's Investment
Manager and other investment advisory companies, all of which are indirect,
wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an
affiliate, into the transfer agent business in the period 1997-1999. As CAM
currently understands the facts, at the time CAM decided to enter the transfer
agent business, CAM sub-contracted for a period of five years certain of the
transfer agency services to a third party and also concluded a revenue guarantee
agreement with this sub-contractor providing that the sub-contractor would
guarantee certain benefits to CAM or its affiliates (the "Revenue Guarantee
Agreement"). In connection with the subsequent purchase of the sub-contractor's
business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by
CAM on many of the funds it manages, this Revenue Guarantee Agreement was
amended eliminating those benefits in exchange for arrangements that included a
one-time payment from the subcontractor.
The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue
Guarantee Agreement with the sub-contractor at the time the Boards considered
and approved the transfer agent arrangements. Nor were the Boards informed of
the subsequent amendment to the Revenue Guarantee Agreement when that occurred.
CAM has begun to take corrective actions. CAM will pay to the applicable funds
$16 million (plus interest) that CAM and its affiliates received from the
Revenue Guarantee Agreement and its amendment. CAM also plans an independent
review to verify that the transfer agency fees charged by CAM were fairly priced
as compared to competitive alternatives. CAM is instituting new procedures and
making changes designed to ensure no similar arrangements are entered into in
the future.
CAM has briefed the SEC, the New York State Attorney General and other
regulators with respect to this matter, as well as the U.S. Attorney who is
investigating the matter. CAM is cooperating with governmental authorities on
this matter.
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Because of the intervening Thanksgiving holiday, KPMG LLP, the Fund's
independent auditor, has determined that it is unable to complete its audit
procedures with respect to this matter, including discussing with the Fund's
Audit Committee the matters raised by the events disclosed above, prior to the
required filing date for the Forms referenced herein (the "Forms") -- November
29, 2003. As a result, the reason causing the inability to file timely (i.e.,
the absence of the audit report) could not be eliminated by the registrant
without unreasonable effort or expense. Nevertheless, the Forms will be filed no
later than the fifteenth calendar day following the proscribed due date for such
filings.
Attached to this Form as Exhibit A is a statement of KPMG LLP explaining their
inability to furnish the required report on or before the date such Forms were
due to be filed.
PART IV-OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Thomas C. Mandia
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(Name)
(203) 890-7038
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(Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [ ] Yes [X] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate or the results cannot be made.
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Citigroup Investments Corporate Loan Fund Inc.
(Name of the Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 28, 2003
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By: /s/ Thomas C. Mandia
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EXHIBIT A TO FORM 12b-25
filed by Citigroup Investments Corporate Loan Fund Inc. on November 28, 2003
Statement of KPMG LLP
On November 25, 2003, we were notified by Citigroup Asset Management of the
matters described in Part III to this Form 12b-25. Because of the timing of this
notification, in conjunction with the Thanksgiving holiday, we have not been
able to complete our audit procedures with respect to this matter. As a result,
we will be unable to furnish our audit report until after the due date for the
Funds' Form filings.
This statement is provided as of the 28th day of November, 2003.
/s/ KPMG LLP
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