Schedule 13D Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Global Payments Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
37940X 10 2
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 5, 2004
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(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).
Schedule 13D Page 2 of 9
CUSIP No. 37940X 10 2
________________________________________________________________________________
1 NAMES 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 (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (See Instructions)
SC (See Item 3 of Initial Schedule 13D)
________________________________________________________________________________
5 CHECK 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
8,327,755
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
8,327,755
PERSON _________________________________________________________________
WITH
Schedule 13D Page 3 of 9
10 SHARED DISPOSITIVE POWER
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,327,755
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.998%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (See Instructions)
CO
Schedule 13D Page 4 of 9
Item 1. Security and Issuer
This Amendment No. 3 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"). This Amendment No. 3 hereby supplements and
amends the Initial Schedule 13D, Amendment No. 1 thereto filed on June 13,
2001 by CIBC and Amendment No. 2 thereto filed on October 6, 2003 by CIBC. All
items or responses not described herein remain as previously reported in the
Initial Schedule 13D, as amended by Amendments Nos. 1 and 2 thereto.
The address of the principal executive offices of Global Payments Inc., a
Georgia corporation ("GPI"), is 10 Glenlake Parkway, North Tower, Atlanta,
Georgia 30328.
Item 2. Identity and Background
Schedule I to the Initial Schedule 13D is amended by the attached
Schedule I. All other responses to Item 2 as reported in the Initial Schedule
13D shall remain the same.
Item 4. Purpose of Transaction
On May 5, 2004, CIBC issued a press release announcing that it was
commencing a registered public offering and proposing to enter into a related
derivative transaction with respect to the shares of GPI Common Stock that it
beneficially owns. The public offering would involve the sale by CIBC to a
syndicate of underwriters, for whom Citigroup Global Markets Inc. and CIBC
World Markets Corp. would be acting as lead managers, of 1,327,755 shares of
GPI Common Stock. In addition, CIBC would grant the underwriters an option to
purchase from CIBC up to an additional 1,000,000 shares of GPI Common Stock to
cover over-allotments.
The derivative transaction would be executed with an affiliate of
Citigroup Global Markets Inc. and would cover the remaining 6,000,000 shares
of GPI Common Stock beneficially owned by CIBC. The derivative transaction
would settle in multiple tranches over five quarters beginning in April 2006
that would provide CIBC with the opportunity to share in a portion of any
increases in the market price of GPI Common Stock over that period while
protecting CIBC against significant market price decreases.
A copy of CIBC's May 5, 2004 press release is attached as Exhibit 5
hereto and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
CIBC, through its wholly-owned subsidiary CIBC Investments Limited, is
the beneficial owner of 8,327,755 shares of GPI Common Stock and has the sole
power to vote and dispose of such shares, subject to certain restrictions
described in Item 6 of the Initial Schedule 13D. Between October 3, 2003 and
February 24, 2004, CIBC sold a total of 690,000 shares of GPI Common Stock in
open market sales pursuant to Rule 144 under the Securities Act.
After completion of the underwritten offering, CIBC will beneficially own
7,000,000 shares of GPI Common Stock, or 6,000,000 shares of GPI Common Stock
if the underwriters' over-allotment option is fully exercised (representing
approximately 18% or 16%, respectively, of the outstanding shares of GPI
Common Stock). Of the remaining shares of GPI Common Stock that CIBC
beneficially owns, 6,000,000 will be pledged to an affiliate of Citigroup
Global Markets Inc. to secure CIBC's obligations under the derivative
transaction. The derivative transaction will settle in multiple tranches over
five quarters beginning in April 2006, and may be settled, at CIBC's option,
by delivery of shares, by cash payments, or by a combination of the two
methods. To the extent that the derivative transaction is 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.
Schedule 13D Page 5 of 9
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:
5. CIBC Press Release dated May 5, 2004
Schedule 13D Page 6 of 9
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 5, 2004
Schedule 13D Page 7 of 9
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF CIBC
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
CIBC who has been added to the Board of Directors or has had a change in
occupation or address since the Initial Schedule 13D. Except as indicated
below, each person is a Canadian citizen, and the business address of each
person is c/o Canadian Imperial Bank of Commerce, Commerce Court, Toronto,
Ontario, Canada M5L 1A2.
Board of Directors Occupation/Address
Gary F. Colter President, CRS Inc. (a corporate restructuring
management consulting company)
Suite 3510, Scotia Plaza
40 King Street West
Toronto, Ontario
Canada M5H 3Y2
Ivan E. H. Duvar President and Chief Executive Officer, MIJAC Inc.
(a private investment company)
180 Victoria Street East
Amherst, Nova Scotia
Canada B4H 1Y5
William A. Etherington Chairman of the Board, CIBC
199 Bay Street
Commerce Court West, 44th Floor
Toronto, Ontario
Canada M5L 1A2
A. L. Flood Company Director, CIBC
25 King Street West
Commerce Court North, 26th Floor
Toronto, Ontario
Canada M5L 1A2
Margot A. Franssen President and Partner, The Body Shop Canada
(a chain of retail stores)
469 A King Street West
Toronto, Ontario
Canada M5V 3M4
Schedule 13D Page 8 of 9
Hon. Gordon D. Giffin Senior Partner, McKenna Long & Aldridge LLP
(an Atlanta, Georgia based law firm)
303 Peachtree Street, Suite 5300
Atlanta, Georgia
USA 30308
Citizen: United States
John S. Hunkin President and Chief Executive Officer, CIBC
199 Bay Street
Commerce Court West, 56th Floor
Toronto, Ontario
Canada M5L 1A2
Charles Sirios Chairman and Chief Executive Officer, Telesystem
Ltd. (a private holding company)
1250 Rene-Levesque Boulevard West, 38th Floor
Montreal, Quebec
Canada H3B 4W8
Ronald W. Tysoe Vice-Chairman, Federated Department Stores, Inc.
(a department store company in the United States)
7 West Seventh Street
Cincinnati, Ohio
USA 45202-2471
Citizen: Canada and the United States
Executive Officers Who Are Not Directors
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S.A. Baxendale Senior Executive Vice-President, Wealth
Management, CIBC
G.H. Denham Vice-Chair, Retail Markets, CIBC
R.A. Lalonde Senior Executive Vice-President and Chief
Administrative Officer, Administration, CIBC
G.T. McCaughey Vice-Chair, Wealth Management, CIBC;
and Chairman and Chief Executive Officer, CIBC
World Markets
M.D.Woeller Vice-Chair and Chief Information Officer,
Technology and Operations, Credit Cards and
Collections, CIBC
T.D. Woods Senior Executive Vice-President and Chief
Financial Officer, Finance, CIBC
Schedule 13D Page 9 of 9
The following list sets forth the name of each of the individuals named in
Schedule I of the Initial Schedule 13D who are no longer directors or
executive officers of CIBC.
Hon. Conrad M. Black
B.M. Cassidy
R.D. Fullerton
D.J. Kassie
Marie-Josee Kravis
R. M. Mark
I. David Marshall
W. Darcy McKeough
Arnold Naimark
Michael Pederson
Michael E.J. Phelps