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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)**
HDFC Bank Limited
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(Name of Issuer)
Equity Shares par value INR 10***
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(Title of Class of Securities)
40415F101
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(CUSIP Number)
February 28, 2003
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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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
** This is an amendment to Schedule 13G Amendment No. 1 filed by CIBC World
Market Corp. and is being filed by Canadian Imperial Bank of Commerce, the
ultimate parent company of CIBC World Markets Corp. and The India Private
Equity Fund (Mauritius), and therefore is deemed to be the beneficial owner of
the shares.
*** Approximately 13.04% of the Issuer's equity shares are traded on the New
York Stock Exchange in the form of American Depository Shares (ADS), each ADS
representing three (3) equity shares. The cusip number is for ADSs only.
(Continued on following page(s))
Page 1 of 5 Pages
CUSIP NO. 13G Page 2 of 5 Pages
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1) Names of Reporting persons: Canadian Imperial Bank of Commerce I.R.S.
Identification Nos. of Above Persons (entities only): 13-1942440
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2) Check the appropriate Box if a Member of a Group (See Instructions)
(b)
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3) SEC Use Only
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4) Citizenship of Place of Organization: Canada
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Number of Shares
Beneficially Owned by (5) Sole Voting Power: 11,620,886
Each Reporting Person
With
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(6) Shared Voting Power: -0-
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(7) Sole Dispositive Power: 11,620,886
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(8) Shared Dispositive Power: -0-
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9) Aggregate Amount Beneficially Owned by Each Reporting Person: 11,620,886
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see
Instructions):
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11) Percent of Class Represented by Amount in Row 9: 4.06
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12) Type of Reporting Person (See Instruction): HC
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CUSIP NO. 13G Page 3 of 5 Pages
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Item 1(a): Name of Issuer:
HDFC Bank Limited
Item 1(b): Address of Issuer's Principal Executive Offices:
HDFC Bank Limited
Senapati Bapat Road
Lower Parel (West)
Mumbai
India K7 400013
Item 2(a): Name of Person Filing:
Canadian Imperial Bank of Commerce
Item 2(b): Address of Principal Business Office or, if none, Residence:
199 Bay Street, Toronto, Ontario M5L 1A2 Canada
Item 2(c): Citizenship:
Canada
Item 2(d): Title of Class of Securities:
Equity Shares, par value INR 10
Item 2(e): CUSIP Number:
40415F101
Item 3:
Item 4(a): Amount Beneficially Owned:
11,620,886
Item 4(b): Percent of Class:
4.06
CUSIP NO. 13G Page 4 of 5 Pages
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Item 4(c): Number of Shares as to Which Such Person Has:
(i) Sole power to vote or direct the vote:
11,620,886*
(ii) Shared power to vote or direct the vote:
-0-
(iii) Sole power to dispose or direct the disposition of:
11,620,886*
(iv) Shared power to dispose or direct the disposition of:
-0-
* CIBC World Markets Corp. ("CIBC World Markets"), a wholly-owned, indirect
subsidiary of Canadian Imperial Bank of Commerce, indirectly through various
entities, may be deemed to have "control" over the General Partner of the
controlling shareholder of IPEF for purposes of Section 13 of the Securities
Exchange Act of 1934 (the "Act"). CIBC World Markets is the Managing Member of
Oppenheimer India Management I LDC. Oppenheimer India Management I LDC is the
General Partner of India Ventures L.P. India Ventures L.P. is the General
Partner of The India Private Equity Fund L.P., The India Private Equity
Holdings L.P. and The India Private Equity Fund (Mauritius) ("IPEF").
Consequently, CIBC World Markets may be deemed to possess voting power and/or
investment power over the securities described in this Schedule owned by IPEF,
and may therefore be deemed a "beneficial owner" of said securities pursuant
to Rule 13d-3 of the Act. Neither the present filing nor anything contained
herein shall be construed as an admission that CIBC World Markets and IPEF
constitute a "person" or "group" under Section 13(d) of the Act. CIBC World
Markets disclaims control or beneficial ownership of these securities pursuant
to Rule 13d-4 of the Act (except for CIBC World Markets' pro rata interest in
1,011,971 of the Ordinary Shares of HDFC Bank owned by IPEF), and neither the
present filing nor anything contained herein shall be construed as an
admission otherwise.
** In addition to the ordinary shares beneficially owned by IPEF, as disclosed
above, IPEF may be deemed to have shared power to (i) vote, or direct the
vote, and (ii) dispose, or direct the disposition of, shares beneficially
owned by Indocean Financial Holding Limited as a consequence of a Sponsors
Agreement (more fully described below). Any disclosure made herein with
respect to shareholdings of Indocean Financial Holding Limited are made upon
information and belief.
IFHL and The India Private Equity Fund (Mauritius) entered into a Sponsors
Agreement, dated as of April 28, 1999, wherein the parties (the "Sponsors")
set forth certain reciprocal rights and obligations in connection with their
acquisition and ownership of shares of the Issuer. In particular, the Sponsors
Agreement (i) grants to each Sponsor tag along rights in connection with the
proposed transfer of shares of the Issuer by the other Sponsor, other than
transfers to affiliates or the Overseas Private Investment Corporation (OPIC);
(ii) delineates the Sponsors' respective rights and obligations with respect
to the right of first negotiation that each Sponsor granted to The Chase
Manhattan Bank in connection with any proposed sale of shares of the Issuer;
(iii) provides for cooperation between the Sponsors in respect of any
application for government or regulatory approvals that may be required for
the purchase or sale of shares of the Issuer; and (iv) sets forth the
agreement of the Sponsors that (x) if the Sponsors are entitled to appoint two
directors, each Sponsor shall appoint one director, (y) if the Sponsors are
entitled to appoint only one director, then the Sponsor owning the most equity
shares shall appoint that director and (z) each Sponsor's appointed director
shall consult with and inform the designated representative of the other
Sponsor with respect to board actions.
As a result of the Sponsors Agreement, IPEF and Indocean Financial Holding
Limited may be deemed to constitute a "group" within the meaning of Section
13(d) of the Securities and Exchange Act of 1934, as amended. Neither the
present filing nor anything contained herein shall be construed as an
admission that IPEF and Indocean Financial Holding Limited constitute a
"person" or "group" under Section 13(d) of the Exchange Act. IPEF disclaims
beneficial ownership of any shares beneficially owned by Indocean Financial
Holding Limited pursuant to Rule 13d-4 of the Act, and neither the present
filing nor anything contained herein shall be construed as an admission
otherwise.
Item 5: Ownership of Five Percent or Less of a Class:
This statement is being filed to report the fact that as of the
event date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities.
Item 6: Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7: Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company:
CIBC World Markets Corp. (BD)
The India Private Equity Fund (Mauritius) (CO)
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
CUSIP NO. 13G Page 5 of 5 Pages
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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.
Date: February 14, 2005 CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ Antonio Molestina
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Name: Antonio Molestina
Title: Senior Vice President
Deputy General Counsel