Form SC-13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GPhO87DzKeOypKntGGUmjlJOPQy67kl1pe/TxB27bFfCNkd+1HK03vbfMjVJyOZj MmmUT6nOBJ9ly02HdJoLDA== 0000902561-05-000282.txt : 20050829 0000902561-05-000282.hdr.sgml : 20050829 20050829162137 ACCESSION NUMBER: 0000902561-05-000282 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050829 DATE AS OF CHANGE: 20050829 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL PAYMENTS INC CENTRAL INDEX KEY: 0001123360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 582567903 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61363 FILM NUMBER: 051055740 BUSINESS ADDRESS: STREET 1: 10 GLENLAKE PARKWAY STREET 2: NORTH TOWER CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 7708298238 MAIL ADDRESS: STREET 1: 10 GLENLAKE PARKWAY STREET 2: NORTH TOWER CITY: ATLANTA STATE: GA ZIP: 30328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN IMPERIAL BANK OF COMMERCE /CAN/ CENTRAL INDEX KEY: 0001045520 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 770, SUITE 4440 STREET 2: BCE PLACE, 181 BAY STREET CITY: TORONTO ONTARIO STATE: A6 ZIP: A6 M5L 1A2 BUSINESS PHONE: 2128563612 MAIL ADDRESS: STREET 1: COMMERCE CT CITY: TORONTO ONTARIO STATE: A6 ZIP: A6 M5L 1A2 SC 13D/A 1 sc13da.htm Form SC-13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB Approval
	OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.............15

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Global Payments Inc.
(Name of Issuer)

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

37940X102
(CUSIP Number)

Antonio Molestina, Esq. Senior Vice President and Deputy General Counsel Canadian Imperial Bank of Commerce 300 Madison Avenue New York, NY 10017 (212) 667-8314
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2005
(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 §§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 §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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 37940X102
__________________________________________________________________________________________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

            Canadian Imperial Bank of Commerce
            13-1942440
__________________________________________________________________________________________
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)
__________________________________________________________________________________________
5.         Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
__________________________________________________________________________________________
6.         Citizenship or Place of Organization   Canada
__________________________________________________________________________________________

Number of Shares Beneficially Owned by Each Reporting Person With	7. Sole Voting Power .....-0-
	8. Shared Voting Power ......-0-
	9. Sole Dispositive Power ....-0-
	10. Shared Dispositive Power ..-0- .

11.       Aggregate Amount Beneficially Owned by Each Reporting Person .............................................-0-
__________________________________________________________________________________________
12.       Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
__________________________________________________________________________________________
13.       Percent of Class Represented by Amount in Row (11) ....................................................................-0-
__________________________________________________________________________________________
14.       Type of Reporting Person (See Instructions)
            CO, HC, BK

Item 1. Security and Issuer

Common Stock, no par value

Global Payments Inc.
10 Glenlake Parkway
North Tower
Atlanta, GA 30328

Item 2. Identity and Background

This Amendment No. 5 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. 5 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, Amendment No. 3 thereto filed on May 5, 2004 by CIBC, and Amendment No. 4 thereto filed on May 11, 2004. All items or responses not described herein remain as previously reported in the Initial Schedule 13D, as amended by Amendment Nos. 1, 2, 3 and 4 thereto.

Item 3. Source and Amount of Funds or Other Consideration

None.

Item 4. Purpose of Transaction

On May 11, 2004, CIBC Investments Limited (“CIBCIL”), a wholly-owned subsidiary of CIBC, entered into a “zero-cost collar” arrangement with Citibank, N.A. pursuant to which the options could settle in multiple tranches over five quarters at the option of CIBCIL, by delivery of shares of common stock, by cash payments, or by a combination of the two methods. Each option was comprised of 20 components, which were to expire and were to be exercisable over a 20 consecutive trading day period beginning on March 28, 2006. Each component of the option was attributable to 60,000 shares. On August 24, 2005, the terms of the options were amended to revise the call option strike prices and to reset the expiration dates of all the options to August 24, 2005. The call options were exercised on August 24, 2005 and the shares were delivered by CIBCIL to Citibank, N.A.

Item 5. Interest in Securities of the Issuer

None.

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

A copy of the Amendment to Confirmations for Collar Transactions is attached hereto as Exhibit 10 and is incorporated herein by reference.

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:
10. Amendment to Confirmations for Collar Transactions dated as of August 24, 2005, between Citibank, N.A. and CIBC Investments Limited.

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.

August 29, 2005
Date

/s/ Antonio Molestina
Signature

Antonio Molestina, Senior Vice President and Deputy General Counsel
Name/Title

EX-10 2 ex-10.htm Exhibit 10

EXECUTION COPY

AMENDMENT TO
CONFIRMATIONS FOR COLLAR TRANSACTIONS

THIS AMENDMENT is made as of this 24th day of August 2005, between CIBC Investments Limited (“Counterparty”) and Citibank, N.A. (“Citibank”).

WHEREAS, Counterparty and Citibank entered into collar transactions (each, a “Transaction” and collectively, the “Transactions”) relating to shares of common stock, no par value (or security entitlements in respect thereof), of Global Payments Inc. pursuant to a Master Terms and Conditions for Collar Transactions dated as of May 11, 2004, which supplements, forms part of and is subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency - Cross border), as published by the International Swaps and Derivatives Association, Inc., and incorporates by reference certain definitions as set forth therein (the “Master Confirmation”) and Supplemental Confirmations No. 1, No. 2, No. 3, No. 4 and No. 5, each dated as of May 11, 2004 (each, a “Supplemental Confirmation” and each Supplemental Confirmation together with the Master Confirmation, a “Confirmation”);

WHEREAS, Counterparty has requested and Citibank is willing, on the terms and conditions set forth below, to consent to the acceleration of the Expiration Date for each Component (as defined in the relevant Confirmation) of each Transaction and to the amendments of effected hereby;

NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto agree as follows:

Section 1. Terms Used but Not Defined Herein. Terms used but not defined herein shall have the respective meanings given to them in the relevant Confirmation.

Section 2. Amendment to the Confirmations.

(a) Supplemental Confirmation No. 1 is hereby amended by replacing the definitions of the Call Strike Price and the Expiration Date therein with the following:

Call Strike Price: USD 44.552395

Expiration Date: For each Component, August 24, 2005.

(b) Supplemental Confirmation No. 2 is hereby amended by replacing the definitions of the Call Strike Price and the Expiration Date therein with the following:

Cell Strike Price: USD 44.389376

Expiration Date: For each Component, August 24, 2005.

(c) Supplemental Confirmation No. 3 is hereby amended by replacing the definitions of the Call Strike Price and the Expiration Date therein with the following,

Call Strike Price: USD 44.273641

Expiration Date: For each Component, August 24, 2005.

(d) Supplemental Confirmation No. 4 is hereby amended by replacing the definitions of the Call Strike Price and the Expiration Date therein with the following:

Call Strike Price: USD 44.176509

Expiration Date: For each Component August 24, 2005.

(e) Supplemental Confirmation No. 5 is hereby amended by replacing the definitions of the Call Strike Price and the Expiration Date therein with the following:

Call Strike Price: USD 44.098175

Expiration Date: For each Component, August 24, 2005.

Section 3. Payments and Deliveries. The parties acknowledge and agree that, as a result of Section 11(i) of the Master Confirmation, settlement of the Transactions on the Settlement Date will be effected through two equal (subject to rounding by the Calculation Agent to eliminate fractional Shares) deliveries of Shares against two equal payments, each on a delivery versus payment basis, separated by an amount of time as reasonably requested by Citibank.

Section 4. Non-reliance. Counterparty hereby makes the representations and acknowledgments contained in Sections 13.1, 13.2 and 13.4 of the 2002 Definitions; provided that each reference therein to “a Transaction” or “such Transaction” shall be deemed a reference to this Amendment.

Section 5. Effectiveness. This Amendment shall become effective on the date hereof if and only if both Counterparty and Citibank have duly executed counterparts of this Amendment.

Section 6. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.

Section 7. Governing Law. This amendment shall be governed by and construed in accordance with the laws of the State of New York.

Section 8. Confirmation of Agreements. Except as amended hereby, all the terms of each Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.

IN WITNESS WHEREOF, the parties have signed this Amendment as of the date and year first above written.

                                                                                                CIBC INVESTMENTS LIMITED

                                                                                                By:
                                                                                                       Name:
                                                                                                       Title:

                                                                                                CITIBANK, NA,

                                                                                                By:
                                                                                                      Authorized Representative

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