U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 40 - F
[Check One]
|_| REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
|X| ANNUAL REPORT PURSUANT TO SECTION 13 (a) or 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended October 31, 2002 Commission File Number: 1 - 14678
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CANADIAN IMPERIAL BANK OF COMMERCE
(Exact name of registrant as specified in its charter)
Canada 6029 Not Applicable
(province or other jurisdiction (Primary Standard Industrial I.R.S. Employer
of incorporation or organization Classification Code Number) Identification Number)
Commerce Court Michael G. Capatides
Toronto, Ontario Executive Vice-President
Canada, M5L 1A2 and General Counsel
(416) 980-2211 245 Park Avenue
(Address and telephone number of 42nd Floor
registrant's principal executive offices) New York, New York, 10167
(917) 332-4108
(Name, address (including zip
code) and telephone number
(including area code) of agent
for service in the United
States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Common Shares New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
Not Applicable
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
|X| Annual Information Form |X| Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report:
Common Shares ......................................... 359,064,369
Class A Preferred Shares:
Series 14 .............................................. 8,000,000
Series 15 .............................................. 12,000,000
Series 16 .............................................. 5,500,000
Series 17 .............................................. 6,500,000
Series 18 .............................................. 12,000,000
Series 19 .............................................. 8,000,000
Series 20 .............................................. 4,000,000
Series 21 .............................................. 8,000,000
Series 22 .............................................. 4,000,000
Series 23 .............................................. 16,000,000
Series 24 .............................................. 16,000,000
Series 25 .............................................. 16,000,000
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.
Yes |X| (82-103) No |_|
Indicate by each mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Exchange Act during the preceding 12
months (or for such period that the Registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90
days.
Yes |X| No |_|
UNDERTAKING
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities in relation to which the obligation to file an annual
report on Form 40-F arises.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies
that it meets all of the requirements for filing on Form 40-F, and has duly
caused this annual report to be signed on its behalf by the undersigned, thereto
duly authorized.
Date: January 15, 2003 CANADIAN IMPERIAL BANK OF COMMERCE
/s/ Paul T. Fisher
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Name: Paul T. Fisher
Title: Vice-President and
Corporate Secretary
/s/ C. Allen Logue
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Name: C. Allen Logue
Title: Vice President
CERTIFICATIONS
I, John S. Hunkin certify that:
1. I have reviewed this annual report on Form 40-F of Canadian Imperial Bank
of Commerce;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 15, 2003 /s/ John S. Hunkin
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John S. Hunkin
Chairman and Chief Executive Officer
I, Tom D. Woods, certify that:
1. I have reviewed this annual report on Form 40-F of Canadian Imperial Bank
of Commerce;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15D-14) for the registrant and
have:
(a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
(c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (and persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: January 15, 2003 /s/ Tom D. Woods
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Tom D. Woods
Executive Vice President and Chief
Financial Officer
EXHIBITS
1. Controls and Procedures
2. Annual Information Form
3. Management's Discussion and Analysis - Pages 19 - 70 of CIBC's 2002 Annual
Report
4. Consolidated Financial Statements - Pages 71 - 118 of CIBC's 2002 Annual
Report
5. Comments by Auditors on Canada - US Reporting Difference
6. Other Pages of Annual Report Incorporated in Annual Information Form
- "Selected Consolidated Financial Information" on pages 128 and 129,
"Directors and Board Committees" on pages 130, 133
7. Certificates pursuant to section 906 of Sarbanes-Oxley Act of 2002
8. Consent letters of Auditors