Canadian Imperial Bank of Commerce/CAN – ‘SC 13D/A’ on 5/14/04 re: Global Payments Inc

On:  Friday, 5/14/04, at 4:00pm ET   ·   Accession #:  893750-4-262   ·   File #:  5-61363

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Schedule 13D Amendment No. 4                           5     25K 
 2: EX-6        Underwriting Agreement                                55    191K 
 3: EX-7        Opinion re: Liquidation Preference                    46    186K 
 4: EX-8        Opinion re: Tax Matters                               15     51K 
 5: EX-9        Voting Trust Agreement                                 6     28K 

SC 13D/A   —   Schedule 13D Amendment No. 4
Document Table of Contents

SC 13D/A
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UNITED STATES   
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC 20549
----------------

SCHEDULE 13D  
Under the Securities Exchange Act of 1934 
(Amendment No. 4)*  

Global Payments Inc.  
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, no par value  
--------------------------------------------------------------------------------
(Title of Class of Securities)

37940X 10 2   
--------------------------------------------------------------------------------
(CUSIP Number)

Antonio Molestina, Esq.   
Senior Vice President and Deputy General Counsel  
Canadian Imperial Bank of Commerce  
245 Park Avenue, 42nd Floor   
New York, NY 10167  
(917) 332-4307  

Copy to:  

Lee Meyerson, Esq.  
Simpson Thacher & Bartlett LLP  
425 Lexington Avenue  
New York, NY 10017  
(212) 455-2000  
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications) 

May 11, 2004  
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),   
check the following box [_].                                                    

Note: Schedules filed in paper format shall include a signed original and five  
copies of the schedule, including all exhibits. See Section 240.13d-7 for       
other parties to whom copies are to be sent.                                    

* The remainder of this cover page shall be filled out for a reporting          
person's initial filing on this form with respect to the subject class of       
securities, and for any subsequent amendment containing information which       
would alter disclosures provided in a prior cover page.                         

The information required on the remainder of this cover page shall not be       
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

SC 13D/A
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CUSIP No.37940X 10 2                  13D                   Page 2 of 5 Pages   

________________________________________________________________________________
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Canadian Imperial Bank of Commerce                                    

________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                          
                                                          (a)  [_]
                                                          (b)  [_]

________________________________________________________________________________
3    SEC USE ONLY                                                               

________________________________________________________________________________
4    SOURCE OF FUNDS*                                                           

SC (See Item 3 of Initial Schedule 13D)                               

________________________________________________________________________________
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
PURSUANT TO ITEMS 2(d) OR 2(e)                                   [_]  

________________________________________________________________________________
6    CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Canadian Imperial Bank of Commerce is a bank organized under the      
Bank Act (Canada)                                                     

________________________________________________________________________________
7    SOLE VOTING POWER                            

NUMBER OF         6,000,000                                                 

   SHARES      _________________________________________________________________
8    SHARED VOTING POWER                          
BENEFICIALLY                                                                    
0                                       
OWNED BY                                                                    
               _________________________________________________________________
EACH       9    SOLE DISPOSITIVE POWER                                  

REPORTING         6,000,000                                                 

   PERSON      _________________________________________________________________
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
0                                       

________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

6,000,000                                                             

________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

                                                               [_]

________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

15.8%                                                                 

________________________________________________________________________________
14   TYPE OF REPORTING PERSON*                                                  

CO                                                                    

________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT! 

SC 13D/A
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Schedule 13D                                                Page 3 of 5 Pages   

Item 1.  Security and Issuer                                                    

       This Amendment No. 4 is filed by Canadian Imperial Bank of Commerce
("CIBC"). Capitalized terms used herein but not defined herein shall have the   
meanings ascribed thereto in the Schedule 13D filed on March 30, 2001 by CIBC   
(the "Initial Schedule 13D"), as amended and supplemented. This Amendment No.   
4 hereby amends and supplements the Initial Schedule 13D, Amendment No. 1       
thereto filed on June 13, 2001 by CIBC, Amendment No. 2 thereto filed on        
October 6, 2003 by CIBC and Amendment No. 3 thereto filed on May 5, 2004 by     
CIBC. All items or responses not described herein remain as previously          
reported in the Initial Schedule 13D, as amended by Amendments Nos. 1, 2 and 3  
thereto.                                                                        

Item 4.  Purpose of Transaction                                                 

On May 11, 2004, (i) Global Payments Inc. ("GPI"), (ii) CIBC
Investments Limited, a wholly-owned subsidiary of CIBC, (iii) Citibank, N.A.,   
and (iv) the several underwriters for whom Citigroup Global Markets Inc. and    
CIBC World Markets Corp. are acting as representatives, entered into an         
underwriting agreement (the "Underwriting Agreement"). Pursuant to the          
Underwriting Agreement, CIBC agreed to sell to a syndicate of underwriters      
2,327,755 shares of GPI Common Stock that CIBC beneficially owns at a price of  
$42.48 per share.                                                               

       In addition, on May 11, 2004, CIBC Investments Limited entered into
a zero-cost collar arrangement with Citibank, N.A. which is intended to         
confine CIBC Investments Limited's economic exposure to changes in the price    
of the remaining 6,000,000 shares of GPI Common Stock it beneficially owns to   
a specified range that surrounds the per share public offering price of the     
underwritten offering, less the underwriting discount, described above. In      
this arrangement, CIBC Investments Limited entered into a series of five        
options with Citibank, N.A whereby CIBC Investments Limited will forego         
increases in the price of the GPI Common Stock above the top of the range,      
while protecting itself against decreases below the range. The options will     
settle over five quarters beginning in March 2006 (subject to early             
termination at the option of CIBC Investments Limited) and the strike prices    
of the put rights of the selling shareholder will range from $41.59 to $43.54   
and the strike prices of the call rights of Citibank, N.A. will range from      
$45.84 to $47.79. The option transactions may be settled, at the option of      
CIBC Investments Limited, by delivery of shares of GPI Common Stock, by cash    
payments or by a combination of the two methods. The terms of the scheduled     
expiration dates, the strike prices for the option transactions and other       
terms are set forth in a master terms and conditions for collar transactions    
(the "Master Terms and Conditions for Collar Transactions") and related         
supplemental confirmations (together with the Master Terms and Conditions for   
Collar Transactions, the "Derivative Agreements").                              

 In order to secure the performance of the obligations of CIBC
Investments Limited under the Derivative Agreements, CIBC Investments Limited   
and Citibank, N.A. have also entered into a master pledge agreement dated May   
11, 2004 (the "Pledge Agreement"), pursuant to which CIBC Investments Limited   
will deliver collateral to secure all of its obligations to Citibank, N.A.      
under the Pledge Agreement and the Derivatives Agreements. To further secure    
CIBC Investments Limited's obligations under the Derivative Agreements, CIBC    
and Citibank, N.A., have entered into a guaranty dated May 11, 2004 (the        
"Guaranty") whereby CIBC agreed to guarantee all payment or delivery            
obligations of CIBC Investments Limited to Citibank, N.A. (and each of its      
branches wherever located) and each subsidiary or affiliate of Citibank, N.A.   

A copy of the Underwriting Agreement, the Master Terms and  
Conditions for Collar Transactions and the related supplemental confirmations,  
the Pledge Agreement and the Guaranty are attached hereto as Exhibits 6, 7, 8   
and 9, respectively, and are incorporated herein by reference.                  

SC 13D/A
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Schedule 13D                                                Page 4 of 5 Pages   

Item 5.  Interest in Securities of the Issuer                                   

After completion of the underwritten offering, CIBC will    
beneficially own 6,000,000 shares of GPI Common Stock (representing             
approximately 15.8% of the outstanding shares of GPI Common Stock). All         
6,000,000 of the remaining shares of GPI Common Stock that CIBC beneficially    
owns will be pledged to an affiliate of Citigroup Global Markets                
Inc. pursuant to the Pledge Agreement. CIBC has the sole power to vote and      
dispose of such shares, subject to certain restrictions described in Item 6 of  
the Initial Schedule 13D and, with respect to the shares pledged pursuant to    
the Pledge Agreement, the terms of such agreement. To the extent that the       
option transactions are settled by physical delivery of shares of GPI Common    
Stock by CIBC to an affiliate of Citigroup Global Markets Inc. rather than by   
cash settlement, the number of shares of GPI Common Stock beneficially owned    
by CIBC will be reduced accordingly.                                            

        CIBC Investments Limited is required by the Derivative Agreements to
pay to Citibank, N.A. any dividends it receives on the shares of GPN Common     
Stock which are covered by the Derivative Agreements.                           

See also Item 4 above.                                      

Item 6.   Contracts, Arrangements, Understandings or Relationships with         
Respect to the Securities of the Issuer                     

See Item 4 above.                                           

Item 7.   Material to be Filed as Exhibits                                      

        The exhibit list set forth in the Initial Schedule 13D is amended by
adding the following:                                                           

Exhibit:                                                    

  6.      Underwriting Agreement dated as of May 11, 2004, among
             Global Payments Inc., CIBC Investments Limited, Citigroup
        Global Markets Inc. and CIBC World Markets Corp., as
              representatives of the several underwriters, and Citibank,
N.A.                                        

        7.      Master Terms and Conditions for Collar Transactions dated as
                of May 11, 2004, between Citibank, N.A. and CIBC Investments
      Limited and the related supplemental confirmations

     8.      Master Pledge Agreement dated as of May 11, 2004, between
Citibank, N.A. and CIBC Investments Limited 

        9.      Guaranty dated as of May 11, 2004, by Canadian Imperial Bank
          of Commerce in favor of Citibank N.A. (and each of its
               branches wherever located) and each subsidiary or affiliate
of Citibank N.A.                            

SC 13D/A
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Schedule 13D                                                Page 5 of 5 Pages   

SIGNATURE 

      After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete    
and correct.                                                                    

                            CANADIAN IMPERIAL BANK OF COMMERCE

               /s/ Antonio Molestina
                          --------------------------------
                 Name: Antonio Molestina
                          Title: Senior Vice President and
                                  Deputy General Counsel

Date: May 14, 2004                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/14/04		5					8-K
		5/11/04		1		4			4
		5/5/04		3					424B3,  6-K,  SC 13D/A
		10/6/03		3					SC 13D/A
		6/13/01		3					SC 13D/A
		3/30/01		3					SC 13D
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