SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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. 1)*
TeleBanc Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
87925R 0 109
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(CUSIP Number)
December 31, 1999
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(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)
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* 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. 87925R 0 109 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 1,365,180
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,365,180
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,365,180
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 5 Pages
AMENDMENT NO. 1 TO SCHEDULE 13G
This Amendment No. 1 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: TeleBanc Financial Corporation (the "Company")
(b) Address of Issuer's Principal Executive Offices:
1111 North Highland Street, Arlington, Virginia 22201
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: 87925R 0 109
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);
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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.
CIBC may be deemed to beneficially own 1,179,680 shares of the
Company's Common Stock, par value $.01 per share (the "Common Stock"),
and a warrant to purchase 185,500 shares of Common Stock which is
exercisable within 60 days of the date hereof (the "Securities"), which
are directly held by a subsidiary and an affiliate of CIBC. CIBC may be
deemed to share the voting and dispositive power with respect to such
Securities. See Item 6. Dean C. Kehler, a director of the Company, and
Jay R. Bloom and Andrew Heyer, are officers of an affiliate of CIBC and
share voting and dispositive power with respect to the Securities and
may be deemed to beneficially own them.
(a) Amount Beneficially Owned: 1,179,680 shares of Common Stock,
as of the date of this Statement, plus warrants to acquire an
additional 185,500 shares of Common Stock.
(b) Percent of Class: 4.0% (based on 33,641,074 shares of Common
Stock reported outstanding as of December 31, 1999, plus the
exercise of warrants to purchase 185,500 shares of Common
Stock held by CIBC). As of the date hereof, CIBC beneficially
owns less than 5% of the equity securities of the Company and
accordingly is no longer subject to the reporting requirements
of Regulation 13D-G of the Securities Exchange Act of 1934, as
amended.
(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: 1,365,180
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition
of: 1,365,180
<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 1,365,180 shares of the Company's
Common Stock which are held for the benefit of a subsidiary and an
affiliate of CIBC. Such entities have the right to receive dividends as
well as the proceeds from the sale of the Securities. The interests of
each of such entities, 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: February 15, 2000
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Patricia A. Bourdon
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Name: Patricia A. Bourdon
Title: Assistant Secretary
