CANADIAN IMPERIAL BANK OF COMMERCE /CAN/
SC 13G/A, 2000-03-10
COMMERCIAL BANKS, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------


                                 SCHEDULE 13G/A
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 2)*


                              Global Crossing Ltd.
- ------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- ------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    G3921A100
- ------------------------------------------------------------------------------
                                 (CUSIP Number)


                                February 15, 2000
- ------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  [ ] Rule 13d-1(b)

                  [ ] Rule 13d-1(c)

                  |X| Rule 13d-1(d)




- -----------------------------------
       * 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 the disclosures provided in a prior cover page.

     The  information  required in 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 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).



<PAGE>




CUSIP No.          G3921A100           13G             Page 2 of 5 Pages
- --------------------------------------------------------------------------------

1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         Canadian Imperial Bank of Commerce

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*       (a) [ ]
                                                                 (b) [X]
3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

              Canada


        NUMBER OF           5.     SOLE VOTING POWER                    0
          SHARES
       BENEFICIALLY         6.     SHARED VOTING POWER         75,537,827
         OWNED BY
           EACH             7.     SOLE DISPOSITIVE POWER             0
        REPORTING
       PERSON WITH          8.     SHARED DISPOSITIVE POWER    75,537,827

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              75,537,827

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
         CERTAIN SHARES*                                             [  ]


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
              9.7%

12.      TYPE OF REPORTING PERSON*
              CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



<PAGE>


                                                              Page 3 of 5 Pages


                         AMENDMENT NO. 2 TO SCHEDULE 13G

         This  Amendment  No. 2 to the  Schedule  13G filed on February 16, 1999
(the "Schedule 13G") is on behalf of Canadian Imperial Bank of Commerce,  a bank
organized under the Bank Act of Canada.  The disclosure set forth in Items 4 and
6 in the  Schedule  13G is hereby  amended and  restated in its  entirety in the
manner set forth herein. The disclosure set forth in Items  1,2,3,5,7,8,9 and 10
of the Schedule 13G remains unchanged and is only restated herein.

Item 1.

    (a)      Name of Issuer: Global Crossing Ltd. (the "Company")

    (b)      Address of Issuer's Principal Executive Offices: 110 East 59th
             Street, New York, New York 10022

Item 2.

    (a)      Name of Person Filing:  This Statement on Schedule 13G is
             being filed by Canadian Imperial Bank of Commerce ("CIBC").

    (b)      Address of Principal Business Office:  The principal business
             address of CIBC is Commerce Court, Toronto, Canada M5L 1A2.

    (c)      Citizenship: CIBC is a bank organized under the Bank Act of
             Canada.

    (d)      Title of Class of Securities: Common Stock

    (e)      CUSIP Number: G3921A100

Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
         or (c), Check Whether the Person Filing is a:

    (a)   [ ] Broker or dealer registered under Section 15 of the Exchange Act;

    (b)   [ ] Bank as defined in Section 3(a)(6) of the Exchange Act;

    (c)   [ ] Insurance company as defined in Section 3(a)(19) of the Exchange
              Act;

    (d)   [ ] Investment company registered under Section 8 of the Investment
              Company Act;

    (e)   [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

    (f)   [ ] An employee benefit plan or endowment fund in accordance with
              Rule 13d-1(b)(1)(ii)(G);




<PAGE>


                                                              Page 4 of 5 Pages


   (g)    [ ]  A parent holding company or control person in accordance with
               Rule 13d-1(b)(1)(ii)(G);

   (h)    [ ]  A savings association as defined in Section 3(b) of the Federal
               Deposit Insurance Act;

   (i)    [ ]  A  church  plan  that  is  excluded  from  the definition of an
               investment  company  under Section 3(c)(14) of the Investment
               Company Act;

   (j)    [ ]  Group, in accordance with Rule 13d-1(b)(I)(ii)(J);

     If this statement is filed pursuant to Rule 13d-1(c), check this box.  [ ]

Item 4.  Ownership.

         On February 15, 2000,  CIBC WG Argosy Merchant Fund 3, L.P., the direct
         beneficial  holder of  15,656,351  of the  88,438,623  shares of Common
         Stcok beneficially owned by CIBC at that time,  distributed  12,900,796
         shares of Common Stock to its limited partners. Upon such distribution,
         such shares were no longer deemed beneficially owned by CIBC.

         After  giving  effect  to such  distribution,  CIBC  may be  deemed  to
         beneficially  own 75,537,827  shares of the Company's Common Stock, par
         value $.01 per share (the "Common  Stock"),  which are directly held by
         subsidiaries  and  affiliates of CIBC.  CIBC may be deemed to share the
         voting and  dispositive  power with respect to such Common  Stock.  See
         Item 6. Jay R.  Bloom and Dean C.  Kehler,  directors  of the  Company,
         share voting and dispositive power with respect to 11,453,529 shares of
         the Common Stock held by certain  affilaites  of CIBC and may be deemed
         to beneficially own such shares,  though each disclaims such beneficial
         ownership  except to the  extent of their  pecuniary  interest  in such
         Common Stock.

         (a)   Amount Beneficially Owned: 75,537,827 shares of Common Stock.

         (b)   Percent of Class: 9.7% (based on 780,557,017  shares of Common
               Stock reported outstanding as of March 3, 2000).

         (c)   Number of shares as to which such person has:

               (i)    sole power to vote or to direct the vote:    0

               (ii)   shared power to vote or to direct the vote: 75,537,827

               (iii)  sole power to dispose or to direct the disposition of:  0

               (iv)   shared power to dispose or to direct the disposition of:
                      75,537,827



<PAGE>


                                                             Page 5 of 5 Pages

Item 5.  Ownership of Five Percent or Less of a Class.

         Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

         As noted  above,  CIBC may be deemed to have direct or indirect  voting
         and/or  investment  discretion over 75,537,827  shares of the Company's
         Common  Stock  which  are  held for the  benefit  of  subsidiaries  and
         affiliates of CIBC. Such  subsidiaries and affiliates have the right to
         receive  dividends as well as the proceeds  from the sale of the Common
         Stock.  The interests of each of such persons and entities  (other than
         Global  Crossing Ltd. LDC, a  wholly-owned  subsidiary of CIBC),  taken
         individually,  do not  exceed  more than five  percent  of the class of
         Common Stock.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company.

         Not applicable.

Item 8.  Identification and Classification of Members of the Group.

         Not applicable.

Item 9.  Notice of Dissolution of Group.

         Not applicable.

Item 10.  Certifications.

         Not applicable.

                                    SIGNATURE


         After  reasonable  inquiry and to the best of its knowledge and belief,
the  undersigned  certifies that the  information set forth in this statement is
true, complete and correct.


Date: March 10, 2000


                                    CANADIAN IMPERIAL BANK OF COMMERCE


                                    By:    /s/ Christopher Greene
                                        ----------------------------------
                                        Name: Christopher Greene
                                        Title:   Vice President




<PAGE>




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