<PAGE> 1
Pursuant to Rule 424(b)(2)
Registration No. 333-04297
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 12, 1996)
5,000,000 Shares
[COMERICA LOGO]
Comerica Incorporated
FIXED/ADJUSTABLE RATE NONCUMULATIVE
PREFERRED STOCK, SERIES E
------------------
This Prospectus Supplement relates to the 5,000,000 shares of
Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E, $50 liquidation
preference per share (the "Series E Preferred Stock"), of Comerica Incorporated
("Comerica"). Dividends on the Series E Preferred Stock are payable quarterly on
January 1, April 1, July 1 and October 1 of each year, commencing October 1,
1996, at a rate of 6.84% per annum through July 1, 2001. Thereafter, the
dividend rate on the Series E Preferred Stock will be the Applicable Rate from
time to time in effect. The Applicable Rate per annum for any dividend period
beginning on or after July 1, 2001 will be equal to .625% plus the highest of
the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate (each as defined herein), as determined in advance of
such dividend period. The Applicable Rate per annum for any dividend period
beginning on or after July 1, 2001 will not be less than 7.34% nor greater than
13.34%. The amount of dividends payable in respect of the Series E Preferred
Stock will be adjusted in the event of certain amendments to the Internal
Revenue Code of 1986, as amended (the "Code"), in respect of the dividends
received deduction. See "Description of Series E Preferred Stock -- Dividends."
The Series E Preferred Stock is redeemable at any time on and after July 1,
2001, at the option of Comerica, in whole or in part, at $50 per share plus
accrued and unpaid dividends (whether or not declared) from the immediately
preceding Dividend Payment Date, as defined herein (but without any cumulation
for unpaid dividends for prior dividend periods) to the date fixed for
redemption. The Series E Preferred Stock may also be redeemed prior to July 1,
2001, in whole, at the option of Comerica, in the event of certain amendments to
the Code in respect of the dividends received deduction. See "Description of
Series E Preferred Stock -- Redemption." For a description of the rights and
preferences of the Series E Preferred Stock, see "Description of Series E
Preferred Stock."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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PRICE $50 A SHARE
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<TABLE>
<CAPTION>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC(1) AND COMMISSIONS(2) COMERICA(1)(3)
------------- ---------------------- --------------
<S> <C> <C> <C>
Per Share..................................... $50.000 $.625 $49.375
Total......................................... $250,000,000 $3,125,000 $246,875,000
</TABLE>
- ------------
(1) Plus accrued dividends, if any, from June 21, 1996 to the date of
delivery.
(2) Comerica has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of
1933.
(3) Before deducting expenses payable by Comerica estimated at $250,000.
------------------
The shares of Series E Preferred Stock are offered, subject to prior sale,
when, as and if accepted by the Underwriters and subject to approval of certain
legal matters by Skadden, Arps, Slate, Meagher & Flom, counsel for the
Underwriters. It is expected that delivery of the Series E Preferred Stock will
be made on or about June 21, 1996 at the office of Morgan Stanley & Co.
Incorporated, New York, New York, against payment therefor in immediately
available funds.
------------------
MERRILL LYNCH & CO. MORGAN STANLEY & CO.
Incorporated
June 18, 1996
<PAGE> 2
NO PERSON IS AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, AND IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY COMERICA OR BY ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY OTHER THAN THE SERIES E PREFERRED STOCK OFFERED HEREBY TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE ANY SUCH OFFER OR
SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT
AND THE PROSPECTUS NOR ANY SALE MADE HEREBY SHALL UNDER ANY CIRCUMSTANCE IMPLY
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE HEREOF.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT
PAGE
----
<S> <C>
Comerica............................... S-3
Summary Financial Data................. S-4
Consolidated Ratios of Earnings to
Fixed Charges Including Preferred
Stock Dividends...................... S-5
Use of Proceeds........................ S-5
Outstanding Capital Stock.............. S-5
Description of Series E Preferred
Stock................................ S-5
Recent Tax Proposals................... S-12
Underwriters........................... S-13
Legal Opinions......................... S-13
<CAPTION>
PROSPECTUS
PAGE
----
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
Comerica............................... 3
Regulatory Matters..................... 3
Use of Proceeds........................ 8
Consolidated Ratios of Earnings to
Fixed Charges Including Preferred
Stock Dividends...................... 8
Description of Comerica Capital
Stock................................ 8
The Comerica Rights Plan............... 10
Description of Preferred Stock......... 12
Plan of Distribution................... 15
Experts................................ 15
Legal Matters.......................... 16
</TABLE>
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES E
PREFERRED STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR
OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<PAGE> 3
COMERICA
Comerica Incorporated ("Comerica" or the "Company") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of March 31, 1996, Comerica
owned directly or indirectly all the outstanding common stock (except for
directors' qualifying shares, where applicable) of eight banking and thirty-nine
non-banking subsidiaries. At March 31, 1996, Comerica had total assets of
approximately $35.0 billion, total deposits of approximately $22.9 billion,
total loans (net of unearned income) of approximately $25.5 billion, and
shareholders' equity of approximately $2.7 billion. At March 31, 1996, Comerica
was the largest bank holding company headquartered in Michigan in terms of both
total assets and total deposits.
Comerica has strategically focused its operations on three major lines of
business: the Business Bank, the Individual Bank and the Investment Bank.
The Business Bank is comprised of middle market lending, large corporate
banking, international financial services and institutional trust. This line of
business meets the needs of medium-size businesses, multinational corporations,
and governmental entities by offering various products and services, including
commercial loans and lines of credit, deposits, cash management, corporate and
institutional trust, international trade finance, letters of credit and foreign
exchange management services.
The Individual Bank includes consumer lending, consumer deposit gathering,
mortgage loan origination and servicing, small business banking, and private
banking. This line of business offers a variety of consumer products, including
deposit accounts, direct and indirect installment loans, credit cards, home
equity lines of credit and residential mortgage loans. In addition, a full range
of financial services is provided to local companies with annual sales under $5
million, area merchants and municipalities. Private lending and personal trust
services are also provided to meet the personal financial needs of affluent
individuals (as defined by individual net income or wealth).
The Investment Bank is responsible for the sales of mutual fund and annuity
products, as well as life, disability, and long-term care insurance products.
This line of business also offers capital market products, manages loan
syndications and provides investment management and advisory services,
investment banking, and full and discount securities brokerage services.
Comerica has strategically focused its lines of business in each of
Comerica's four primary geographic markets: Michigan, Texas, California and
Florida. Comerica pursues all three lines of business in Michigan, Texas and
California, and has focused on the Individual Bank in Florida.
S-3
<PAGE> 4
SUMMARY FINANCIAL DATA
The following table sets forth, in summary form, certain financial data for
each of the years in the three-year period ended December 31, 1995 and for the
three months ended March 31, 1996 and March 31, 1995. This summary should be
read in conjunction with and is qualified in its entirety by the detailed
financial statements and other information included in the documents
incorporated by reference in the Prospectus. See "Incorporation of Certain
Documents by Reference" in the accompanying Prospectus. The consolidated
financial data at and for the three months ended March 31, 1996 and March 31,
1995 is derived from unaudited financial statements. The results for the three
months ended March 31, 1996 are not necessarily indicative of the results for
the full year or any other interim period.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
------------------ -----------------------------
1996 1995 1995 1994 1993
------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Net interest income............................ $ 349 $ 312 $ 1,300 $ 1,230 $ 1,134
Provision for loan losses...................... 28 12 87 56 69
------- ------- ------- ------- -------
Net interest income after provision for loan
losses.................................... 321 300 1,213 1,174 1,065
Noninterest income............................. 137 116 499 450 449
Noninterest expenses........................... 279 264 1,086 1,042 1,025
------- ------- ------- ------- -------
Income before income taxes..................... 179 152 626 582 489
Provision for income taxes..................... 62 52 213 195 148
------- ------- ------- ------- -------
Net income..................................... $ 117 $ 100 $ 413 $ 387 $ 341
======= ======= ======= ======= =======
Earnings per share:
Primary...................................... $ 0.98 $ 0.85 $ 3.54 $ 3.28 $ 2.85
Fully diluted................................ 0.98 0.85 3.52 3.28 2.85
Period-ended balances:
Total loans.................................. $25,549 $23,097 $24,442 $22,209 $19,100
Total assets................................. 35,023 34,109 35,470 33,430 30,295
Total deposits............................... 22,911 21,916 23,167 22,432 20,950
Total shareholders' equity................... 2,711 2,513 2,608 2,392 2,182
</TABLE>
S-4
<PAGE> 5
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
Comerica's ratios of earnings to combined fixed charges and preferred stock
dividends are set forth below for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated ratio of earnings to combined fixed
charges and preferred stock dividends (including
interest on deposits)........................... 1.56x 1.49x 1.47x 1.64x 1.70x 1.38x 1.30x
Consolidated ratio of earnings to combined fixed
charges and preferred stock dividends (excluding
interest on deposits)........................... 2.30x 2.09x 2.03x 2.61x 3.94x 3.20x 2.75x
</TABLE>
The ratio of earnings to combined fixed charges and preferred stock
dividends is computed by dividing income before income taxes and fixed charges
by fixed charges and pre-tax earnings required to cover preferred stock
dividends. Fixed charges are defined as interest expense and the portion of net
rental expense estimated to be representative of the interest factor.
USE OF PROCEEDS
The net proceeds from the sale of the Series E Preferred Stock will be
applied to Comerica's general funds to be utilized for such corporate purposes
as may be determined by management, which may include investments in, and
extensions of credit to, existing and future subsidiaries, the funding of
acquisitions of banking and nonbanking institutions (including the repurchase of
issued and outstanding shares of common stock of Comerica which may be used to
fund part or all of the acquisition consideration) and other general corporate
purposes.
OUTSTANDING CAPITAL STOCK
Comerica's total authorized capital stock currently consists of (i)
10,000,000 shares of preferred stock, without par value (the "Preferred Stock"),
and (ii) 250,000,000 shares of common stock, with a par value of $5.00 per share
(the "Common Stock"). As of May 31, 1996, there were 115,725,206 shares of
Common Stock outstanding. Of the 10,000,000 shares of Preferred Stock
authorized, 500,000 shares with no stated value have been designated as Series C
Participating Preferred Stock (the "Comerica Series C Preferred Stock"). All
shares of two former series of Preferred Stock, designated Adjustable Rate
Cumulative Preferred Stock, Series A and Series B Preferred Stock, have been
redeemed and restored to the status of authorized but unissued Preferred Stock.
All shares designated as Comerica Series C Preferred Stock have been reserved
for issuance in connection with the Comerica Rights Plan. For a description of
the Comerica Rights and the Comerica Rights Plan, see "The Comerica Rights Plan"
in the Prospectus. The Comerica Rights are not currently exercisable and no
shares of Comerica Series C Preferred Stock are outstanding.
DESCRIPTION OF SERIES E PREFERRED STOCK
The following description of the particular terms of the shares of Series E
Preferred Stock supplements, and to the extent inconsistent therewith replaces,
the description of the general terms and provisions of Preferred Stock set forth
in the accompanying Prospectus, to which description reference is hereby made.
The summary contained herein of the terms of the Series E Preferred Stock does
not purport to be complete and is subject to and qualified in its entirety by
reference to all of the provisions of Comerica's Restated Certificate of
Incorporation and Certificate of Designation relating to the Series E Preferred
Stock, copies of which are on
S-5
<PAGE> 6
file with the Securities and Exchange Commission. Certain terms not defined in
this description are defined in the Prospectus.
GENERAL. The Series E Preferred Stock is a single series consisting of
5,000,000 shares. The holders of Series E Preferred Stock will have no
preemptive rights. The Series E Preferred Stock, upon issuance against full
payment of the purchase price therefor, will be fully paid and nonassessable.
The Series E Preferred Stock will, on the date of original issuance, rank
on a parity as to payment of dividends and distribution of assets upon
dissolution, liquidation or winding up of Comerica with each other outstanding
series of Preferred Stock. See "Description of Preferred Stock" in the
Prospectus. The Series E Preferred Stock, together with each other series of
Preferred Stock, will rank prior to the Common Stock of Comerica as to the
payment of dividends and distribution of assets upon dissolution, liquidation or
winding up of Comerica.
The Series E Preferred Stock will not be convertible into shares of Common
Stock of Comerica and will not be subject to any sinking fund or other
obligation of Comerica to repurchase the Series E Preferred Stock.
DIVIDENDS.
General. Holders of shares of Series E Preferred Stock will be entitled to
receive cash dividends, as, if and when declared by the Board of Directors of
Comerica (the "Comerica Board") out of assets of Comerica legally available for
payment.
The initial dividend for the dividend period commencing on June 21, 1996 to
(but not including) October 1, 1996 will be $.95 per share and will be payable
on October 1, 1996. Thereafter, dividends on the Series E Preferred Stock will
be payable quarterly, as, if and when declared by the Comerica Board on January
1, April 1, July 1 and October 1 of each year (each a "Dividend Payment Date")
at the annual rate of 6.84% or $3.42 per share through July 1, 2001. After July
1, 2001, dividends on the Series E Preferred Stock will be payable quarterly,
as, if and when declared by the Comerica Board on each Dividend Payment Date at
the Applicable Rate from time to time in effect. The Applicable Rate per annum
for any dividend period beginning on or after July 1, 2001 will be equal to
.625% plus the highest of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Thirty Year Constant Maturity Rate (each as defined below under
"Adjustable Rate Dividends"), as determined in advance of such dividend period.
The Applicable Rate per annum for any dividend period beginning on or after July
1, 2001, will not be less than 7.34% nor greater than 13.34% (without taking
into account any adjustments as described below under "Changes in the Dividends
Received Percentage").
If a Dividend Payment Date is not a business day, dividends (if declared)
on the Series E Preferred Stock will be paid on the immediately succeeding
business day, without interest. A dividend period with respect to a Dividend
Payment Date is the period commencing on the immediately preceding Dividend
Payment Date and ending on the day immediately prior to the next succeeding
Dividend Payment Date. Each such dividend will be payable to holders of record
as they appear on the stock books of Comerica on such record dates, not more
than thirty nor less than fifteen days preceding the payment dates thereof, as
will be fixed by the Comerica Board.
Dividends on the Series E Preferred Stock will not be cumulative and no
rights will accrue to the holders of the Series E Preferred Stock by reason of
the fact that Comerica may fail to declare or pay dividends on the Series E
Preferred Stock in any amount in any year, whether or not the earnings of
Comerica in any year were sufficient to pay such dividends in whole or in part.
Adjustable Rate Dividends. Except as provided below in this paragraph, the
"Applicable Rate" per annum for any dividend period beginning on or after July
1, 2001 will be equal to .625% plus the Effective Rate (as defined below), but
not less than 7.34% nor greater than 13.34% (without taking into account any
adjustments as described below under "Changes in the Dividends Received
Percentage"). The "Effective Rate" for any dividend period beginning on or after
July 1, 2001 will be equal to the highest of the Treasury Bill Rate, the Ten
Year Constant Maturity Rate and the Thirty Year Constant Maturity Rate (each as
defined below) for such dividend period. In the event that Comerica determines
in good faith that for any
S-6
<PAGE> 7
reason: (i) any one of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate or the Thirty Year Constant Maturity Rate cannot be determined for any
dividend period, then the Effective Rate for such dividend period will be equal
to the higher of whichever two of such rates can be so determined; (ii) only one
of the Treasury Bill Rate, the Ten Year Constant Maturity Rate or the Thirty
Year Constant Maturity Rate can be determined for any dividend period, then the
Effective Rate for such dividend period will be equal to whichever such rate can
be so determined; or (iii) none of the Treasury Bill Rate, the Ten Year Constant
Maturity Rate or the Thirty Year Constant Maturity Rate can be determined for
any dividend period, then the Effective Rate for the preceding dividend period
will be continued for such dividend period.
Except as described below in this paragraph, the "Treasury Bill Rate" for
each dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate is published during the relevant Calendar
Period (as defined below)) for three-month U.S. Treasury bills, as published
weekly by the Federal Reserve Board (as defined below) during the Calendar
Period immediately preceding the last ten calendar days preceding the dividend
period for which the dividend rate on the Series E Preferred Stock is being
determined. In the event that the Federal Reserve Board does not publish such a
weekly per annum market discount rate during any such Calendar Period, then the
Treasury Bill Rate for such dividend period will be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate is published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Comerica. In the event that a per
annum market discount rate for three-month U.S. Treasury bills is not published
by the Federal Reserve Board or by any Federal Reserve Bank or by any U.S.
Government department or agency during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of the two
most recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate is published during the relevant
Calendar Period) for all of the U.S. Treasury bills then having remaining
maturities of not less than 80 nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
does not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by Comerica. In the event that Comerica
determines in good faith that for any reason no such U.S. Treasury bill rates
are published as provided above during such Calendar Period, then the Treasury
Bill Rate for such dividend period will be the arithmetic average of the per
annum market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable non-interest-bearing U.S. Treasury
securities with a remaining maturity of not less than 80 nor more than 100 days
from the date of each such quotation, as chosen and quoted daily for each
business day in New York City (or less frequently if daily quotations are not
generally available) to Comerica by at least three recognized dealers in U.S.
Government securities selected by Comerica. In the event that Comerica
determines in good faith that for any reason Comerica cannot determine the
Treasury Bill Rate for any dividend period as provided above in this paragraph,
the Treasury Bill Rate for such dividend period will be the arithmetic average
of the per annum market discount rates based upon the closing bids during such
Calendar Period for each of the issues of marketable interest-bearing U.S.
Treasury securities with a remaining maturity of not less than 80 or more than
100 days, as chosen and quoted daily for each business day in New York City (or
less frequently if daily quotations are not generally available) to Comerica by
at least three recognized dealers in U.S. Government securities selected by
Comerica.
Except as described below in this paragraph, the "Ten Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (as defined below) (or
the one weekly per annum Ten Year Average Yield, if only one such yield is
published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the dividend period for which the dividend rate on
the Series E Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Ten Year Average Yield
during such Calendar Period, then the Ten Year Constant Maturity Rate for such
dividend period will be the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year Average
Yield, if only one such yield is published during the relevant Calendar Period),
as published weekly during such Calendar Period by
S-7
<PAGE> 8
any Federal Reserve Bank or by any U.S. Government department or agency selected
by Comerica. In the event that a per annum Ten Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the Ten
Year Constant Maturity Rate for such dividend period will be the arithmetic
average of the two most recent weekly per annum average yields to maturity (or
the one weekly per annum average yield to maturity, if only one such yield is
published during the relevant Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities (as defined below)) then having remaining maturities of not less than
eight nor more than twelve years, as published during such Calendar Period by
the Federal Reserve Board or, if the Federal Reserve Board does not publish such
yields, by any Federal Reserve Bank or by any U.S. Government department or
agency selected by Comerica. In the event that Comerica determines in good faith
that for any reason Comerica cannot determine the Ten Year Constant Maturity
Rate for any dividend period as provided above in this paragraph, then the Ten
Year Constant Maturity Rate for such dividend period will be the arithmetic
average of the per annum average yields to maturity based upon the closing bids
during such Calendar Period for each of the issues of actively traded marketable
U.S. Treasury fixed interest rate securities (other than Special Securities)
with a final maturity date not less than eight nor more than twelve years from
the date of each such quotation, as chosen and quoted daily for each business
day in New York City (or less frequently if daily quotations are not generally
available) to Comerica by at least three recognized dealers in U.S. Government
securities selected by Comerica.
Except as described below in this paragraph, the "Thirty Year Constant
Maturity Rate" for each dividend period will be the arithmetic average of the
two most recent weekly per annum Thirty Year Average Yields (as defined below)
(or the one weekly per annum Thirty Year Average Yield, if only one such yield
is published during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately preceding the last
ten calendar days preceding the dividend period for which the dividend rate on
the Series E Preferred Stock is being determined. In the event that the Federal
Reserve Board does not publish such a weekly per annum Thirty Year Average Yield
during such Calendar Period, then the Thirty Year Constant Maturity Rate for
such dividend period will be the arithmetic average of the two most recent
weekly per annum Thirty Year Average Yields (or the one weekly per annum Thirty
Year Average Yield, if only one such yield is published during the relevant
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by
Comerica. In the event that a per annum Thirty Year Average Yield is not
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Thirty Year Constant Maturity Rate for such dividend period will be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly per annum average yield to maturity, if only one
such yield is published during the relevant Calendar Period) for all of the
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) then having remaining maturities of not less than
twenty-eight nor more than thirty years, as published during such Calendar
Period by the Federal Reserve Board or, if the Federal Reserve Board does not
publish such yields, by any Federal Reserve Bank or by any U.S. Government
department or agency selected by Comerica. In the event that Comerica determines
in good faith that for any reason Comerica cannot determine the Thirty Year
Constant Maturity Rate for any dividend period as provided above in this
paragraph, then the Thirty Year Constant Maturity Rate for such dividend period
will be the arithmetic average of the per annum average yields to maturity based
upon the closing bids during such Calendar Period for each of the issues of
actively traded marketable U.S. Treasury fixed interest rate securities (other
than Special Securities) with a final maturity date not less than twenty-eight
nor more than thirty years from the date of each such quotation, as chosen and
quoted daily for each business day in New York City (or less frequently if daily
quotations are not generally available) to Comerica by at least three recognized
dealers in U.S. Government securities selected by Comerica.
The Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate will each be rounded to the nearest five hundredths
of a percent.
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<PAGE> 9
The Applicable Rate with respect to each dividend period beginning on or
after July 1, 2001 will be calculated as promptly as practicable by Comerica
according to the appropriate method described above. Comerica will cause notice
of each Applicable Rate to be enclosed with the dividend payment checks next
mailed to the holders of Series E Preferred Stock.
As used above, the term "Calendar Period" means a period of fourteen
calendar days; the term "Federal Reserve Board" means the Board of Governors of
the Federal Reserve System; the term "Special Securities" means securities which
can, at the option of the holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the holder and are priced to
reflect such tax benefits or which were originally issued at a deep or
substantial discount; the term "Ten Year Average Yield" means the average yield
to maturity for actively traded marketable U.S. Treasury fixed interest rate
securities (adjusted to constant maturities of ten years); and the term "Thirty
Year Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to constant
maturities of thirty years).
Changes in the Dividends Received Percentage. If one or more amendments to
the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that
change the percentage of the dividends received deduction (currently 70%) as
specified in Section 243(a)(1) of the Code or any successor provision (the
"Dividends Received Percentage"), the amount of each dividend payable per share
of the Series E Preferred Stock for dividend payments made on or after the date
of enactment of such change will be adjusted by multiplying the amount of the
dividend payable determined as described above under "General" (before
adjustment) by a factor, which will be the number determined in accordance with
the following formula (the "DRD Formula"), and rounding the result to the
nearest cent:
1 - [.35 (1 - .70)]
---------------------
1 - [.35 (1 - DRP)]
For the purposes of the DRD Formula, "DRP" means the Dividends Received
Percentage applicable to the dividend in question. No amendment to the Code,
other than a change in the percentage of the dividends received deduction set
forth in Section 243(a)(1) of the Code or any successor provision, will give
rise to an adjustment. Notwithstanding the foregoing provisions, in the event
that, with respect to any such amendment, Comerica will receive either an
unqualified opinion of nationally recognized independent tax counsel selected by
Comerica and approved by Skadden, Arps, Slate, Meagher & Flom (which approval
will not be unreasonably withheld) or a private letter ruling or similar form of
authorization from the Internal Revenue Service to the effect that such an
amendment would not apply to dividends payable on the Series E Preferred Stock,
then any such amendment will not result in the adjustment provided for pursuant
to the DRD Formula. The opinion referenced in the previous sentence will be
based upon a specific exception in the legislation amending the DRP or upon a
published pronouncement of the Internal Revenue Service addressing such
legislation. Unless the context otherwise requires, references to dividends in
this Prospectus Supplement will mean dividends as adjusted by the DRD Formula.
Comerica's calculation of the dividends payable as so adjusted and as certified
accurate as to calculation and reasonable as to method by the independent
certified public accountants then regularly engaged by Comerica, will be final
and not subject to review.
If any amendment to the Code which reduces the Dividends Received
Percentage is enacted after a dividend payable on a Dividend Payment Date has
been declared, the amount of dividend payable on such Dividend Payment Date will
not be increased; but instead, an amount, equal to the excess of (x) the product
of the dividends paid by Comerica on such Dividend Payment Date and the DRD
Formula (where the DRP used in the DRD Formula would be equal to the reduced
Dividends Received Percentage) and (y) the dividends paid by Comerica on such
Dividend Payment Date, will be payable to holders of record on the next
succeeding Dividend Payment Date in addition to any other amounts payable on
such date.
In addition, if prior to January 2, 1997, an amendment to the Code is
enacted that reduces the Dividends Received Percentage and such reduction
retroactively applies to a Dividend Payment Date as to which Comerica previously
paid dividends on the Series E Preferred Stock (each an "Affected Dividend
Payment Date"), Comerica will pay (if declared) additional dividends (the
"Additional Dividends") on the
S-9
<PAGE> 10
next succeeding Dividend Payment Date (or if such amendment is enacted after the
dividend payable on such Dividend Payment Date has been declared, on the second
succeeding Dividend Payment Date following the date of enactment) to holders of
record on such succeeding Dividend Payment Date in an amount equal to the excess
of (x) the product of the dividends paid by Comerica on each Affected Dividend
Payment Date and the DRD Formula (where the DRP used in the DRD Formula would be
equal to the Dividends Received Percentage applied to each Affected Dividend
Payment Date) and (y) the dividends paid by Comerica on each Affected Dividend
Payment Date.
Additional Dividends will not be paid in respect of the enactment of any
amendment to the Code on or after January 2, 1997 which retroactively reduces
the Dividends Received Percentage, or if prior to January 2, 1997, such
amendment would not result in an adjustment due to Comerica having received
either an opinion of counsel or tax ruling referred to in the third preceding
paragraph. Comerica will only make one payment of Additional Dividends.
In the event that the amount of dividend payable per share of the Series E
Preferred Stock will be adjusted pursuant to the DRD Formula and/or Additional
Dividends are to be paid, Comerica will cause notice of each such adjustment
and, if applicable, any Additional Dividends, to be sent to the holders of the
Series E Preferred Stock.
In the event that the Dividends Received Percentage is reduced to 40% or
less, Comerica may at its option, redeem the Series E Preferred Stock as a whole
but not in part as described below. See "Redemption." See also "Recent Tax
Proposals" for a discussion of certain Proposals (as defined below) to reduce
the Dividends Received Percentage.
LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of Comerica, the holders of shares of
Series E Preferred Stock are entitled to receive out of assets of Comerica
available for distribution to stockholders, before any distribution of assets is
made to holders of Common Stock or of any other shares of stock of Comerica
ranking as to such a distribution junior to the shares of Series E Preferred
Stock, a liquidating distribution, in the amount of $50 per share plus accrued
and unpaid dividends (whether or not declared) from the immediately preceding
Dividend Payment Date (but without any cumulation for unpaid dividends for prior
dividend periods on the Series E Preferred Stock). After payment of such a
liquidating distribution, the holders of shares of Series E Preferred Stock will
not be entitled to any further participation in any distribution of assets by
Comerica.
VOTING RIGHTS. Holders of the Series E Preferred Stock will have no voting
rights except as set forth below or as otherwise from time to time required by
law.
Whenever dividends on the Series E Preferred Stock shall be unpaid for such
number of dividend periods, whether or not consecutive, which shall in the
aggregate contain not less than 540 days, the holders of outstanding shares of
the Series E Preferred Stock (voting separately as a class with holders of
shares of any one or more other series of preferred stock ranking on a parity
with the Series E Preferred Stock either as to dividends or the distribution of
assets upon liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are exercisable) will be entitled to vote for the
election of two additional directors on the terms set forth below. Such voting
rights will continue until all dividends on shares of Series E Preferred Stock
shall have been paid in full for at least one year. Upon payment in full of such
dividends, such voting rights shall terminate except as expressly provided by
law, subject to re-vesting in the event of each and every subsequent default in
the payment of dividends as aforesaid. Holders of all series of preferred stock
which are granted such voting rights (which rank on a parity with the Series E
Preferred Stock) will vote as a class, and each holder of shares of the Series E
Preferred Stock will have one vote for each share of stock held and each other
series will have such number of votes, if any, for each share of stock held as
may be granted to them. In the event the holders of shares of the Series E
Preferred Stock are entitled to vote as described in this paragraph, the
Comerica Board will automatically be increased by two directors, and the holders
of the Series E Preferred Stock will have the exclusive right, as outlined
above, to elect two directors at the next annual meeting of stockholders.
S-10
<PAGE> 11
Upon termination of the right of the holders of the Series E Preferred
Stock to vote for directors as discussed in the prior paragraph, the term of
office of all directors then in office elected by such holders will terminate
immediately. Whenever the term of office of the directors elected by such
holders ends and the related special voting rights expire, the number of
directors will automatically be decreased to such number as would otherwise
prevail.
So long as any shares of Series E Preferred Stock remain outstanding,
Comerica will not, without the affirmative vote or consent of the holders of at
least two-thirds of the shares of the preferred stock outstanding at the time
(voting as a class with all other series of preferred stock ranking on a parity
with the Series E Preferred Stock either as to dividends or the distribution of
assets upon liquidation, dissolution or winding up and upon which like voting
rights have been conferred and are then exercisable), given in person or by
proxy, either in writing or at a meeting, (i) authorize, create or issue, or
increase the authorized or issued amount, of any class or series of stock
ranking prior to the Series E Preferred Stock with respect to payment of
dividends or the distribution of assets upon liquidation, dissolution or winding
up; or (ii) amend, alter or repeal, whether by merger, consolidation or
otherwise, the provisions of Comerica's Restated Certificate of Incorporation,
as amended, or of the resolutions contained in the Certificate of Designation
designating such Series E Preferred Stock and the powers, preferences and
privileges, relative, participating, optional or other special rights and
qualifications, limitations and restrictions thereof, so as to materially and
adversely affect any right, preference, privilege or voting power of the Series
E Preferred Stock or the holders thereof; provided, however, that any increase
in the amount of the authorized preferred stock or the creation and issuance of
other series of preferred stock, or any increase in the amount of authorized
shares of Series E Preferred Stock, in each case ranking on a parity with or
junior to the Series E Preferred Stock with respect to the payment of dividends
and the distribution of assets upon liquidation, dissolution or winding up will
not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.
The foregoing voting provisions will not apply if all outstanding shares of
Series E Preferred Stock have been redeemed or sufficient funds have been
deposited in trust to effect such a redemption which is scheduled to be
consummated within three months after the time that such rights would otherwise
be exercisable.
REDEMPTION. The Series E Preferred Stock is not subject to any mandatory
redemption, sinking fund or other similar provisions. Prior to July 1, 2001, the
Series E Preferred Stock is not redeemable, except under certain limited
circumstances as described below and under "Description of Preferred
Stock--Redemption" in the Prospectus. On or after such date, shares of Series E
Preferred Stock will be redeemable, in whole or in part, at the option of
Comerica, at any time and from time to time upon not less than thirty nor more
than sixty days' notice, at $50 per share of Series E Preferred Stock, plus
accrued and unpaid dividends (whether or not declared) from the immediately
preceding Dividend Payment Date (but without any cumulation for unpaid dividends
for prior dividend periods on the Series E Preferred Stock) to the date fixed
for redemption, including any changes in dividends payable due to changes in the
Dividends Received Percentage and Additional Dividends, if any.
Notwithstanding the preceding paragraph, if the Dividends Received
Percentage is equal to or less than 40% and, as a result, the amount of
dividends on the Series E Preferred Stock payable on any Dividend Payment Date
will be or is adjusted upwards as described above under "Changes in the
Dividends Received Percentage," Comerica, at its option, may redeem all, but not
less than all, of the outstanding shares of the Series E Preferred Stock,
provided, that within sixty days of the date on which an amendment to the Code
is enacted which reduces the Dividends Received Percentage to 40% or less,
Comerica sends notice to holders of the Series E Preferred Stock of such
redemption. Any redemption of the Series E Preferred Stock pursuant to this
paragraph will take place on the date specified in the notice, which will not be
less than thirty nor more than sixty days' from the date such notice is sent to
holders of the Series E Preferred Stock. Any redemption of the Series E
Preferred Stock in accordance with this paragraph will be on notice as aforesaid
at the applicable redemption price set forth in the following table, in each
case plus accrued and unpaid dividends (whether or not declared) thereon from
the immediately preceding Dividend Payment Date (but without any cumulation for
unpaid dividends for prior dividend periods on the Series E Preferred Stock) to
the date fixed
S-11
<PAGE> 12
for redemption, including any changes in dividends payable due to changes in the
Dividends Received Percentage and Additional Dividends, if any.
<TABLE>
<CAPTION>
REDEMPTION PERIOD REDEMPTION PRICE PER SHARE
------------------------------------------------------- --------------------------
<S> <C>
June 21, 1996 to June 30, 1997......................... $52.50
July 1, 1997 to June 30, 1998.......................... 52.00
July 1, 1998 to June 30, 1999.......................... 51.50
July 1, 1999 to June 30, 2000.......................... 51.00
July 1, 2000 to June 30, 2001.......................... 50.50
On or after July 1, 2001............................... 50.00
</TABLE>
Under certain circumstances, Comerica may need the approval of the Federal
Reserve Board prior to exercising its right to redeem shares of Series E
Preferred Stock.
Holders of Series E Preferred Stock will have no right to require
redemption of the Series E Preferred Stock.
TRANSFER AGENT AND REGISTRAR. Norwest Bank, Minnesota, N.A. will be the
transfer agent, registrar, dividend disbursing agent and redemption agent for
the Series E Preferred Stock.
RECENT TAX PROPOSALS
On December 7, 1995, the Clinton Administration released a budget plan that
includes certain tax proposals (the "Proposals") that may affect holders of the
Series E Preferred Stock. The Proposals have not yet been introduced as
legislation and there can be no certainty that they will be enacted into law.
Under the Proposals, the Dividends Received Percentage that is currently
available to corporate shareholders for certain dividends received from another
corporation in which the shareholder owns less than 20% (by vote and value)
would be reduced from 70% to 50%. As proposed, this provision would be effective
for dividends paid after January 31, 1996. Additionally, under current law, the
dividends received deduction is allowed to a corporate shareholder only if the
shareholder satisfies a 46-day holding period for the dividend-paying stock (or
a 91-day period for certain dividends on preferred stock). The Proposals provide
that a taxpayer is not entitled to a dividends received deduction if the
taxpayer's holding period for the dividend-paying stock is not satisfied over a
period immediately before or immediately after the taxpayer becomes entitled to
receive the dividend. To the extent the Dividends Received Percentage is
changed, the amount of dividends payable per share will be adjusted. Due to the
inherently uncertain nature of proposed changes to the tax law such as the
Proposals, there can be no assurance as to whether, or in what form, the
Proposals may be enacted into law, or as to the effective dates of any such
changes to the law. See "Description of Series E Preferred Stock -- Dividends --
Changes in the Dividends Received Percentage."
S-12
<PAGE> 13
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and Comerica has agreed to sell to them, severally, the
respective number of shares of Series E Preferred Stock set forth opposite the
names of such Underwriters below.
<TABLE>
<CAPTION>
NUMBER
NAME OF SHARES
------------------------------------------------------------------- ---------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated.......................................... 2,500,000
Morgan Stanley & Co. Incorporated.................................. 2,500,000
---------
Total................................................. 5,000,000
========
</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Series E Preferred
Stock are subject to, among other things, the approval of certain legal matters
by counsel and to certain other conditions.
The Underwriters initially propose to offer part of the shares of Series E
Preferred Stock directly to the public at the public offering price set forth on
the cover page of this Prospectus Supplement, and part to certain dealers at a
price which represents a concession not in excess of $.3750 per share of Series
E Preferred Stock under the public offering price. The Underwriters may allow,
and such dealers may reallow, a discount not in excess of $.1875 per share to
certain other dealers. After the initial offering, the public offering price and
other selling terms may from time to time be varied by the Underwriters.
The shares of Series E Preferred Stock are new securities with no
established trading market. The Underwriters have advised Comerica that they
intend to make a market in the shares of Series E Preferred Stock. The
Underwriters will have no obligation to make a market in the shares of Series E
Preferred Stock, however, and may cease market making activities, if commenced,
at any time without notice. No assurance can be given as to the liquidity of the
trading market for the shares of Series E Preferred Stock.
Comerica has agreed to indemnify the Underwriters against, or contribute to
payments that the Underwriters may be required to make in respect of, certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
The Underwriters have provided, and may from time to time continue to
provide, investment banking and other financial services for Comerica and its
affiliates.
LEGAL OPINIONS
The validity of the Series E Preferred Stock will be passed upon for
Comerica by Bodman, Longley & Dahling LLP, Detroit, Michigan, and for the
Underwriters by Skadden, Arps, Slate, Meagher & Flom, New York, New York.
S-13
<PAGE> 14
PROSPECTUS
[COMERICA LOGO]
COMERICA INCORPORATED
PREFERRED STOCK
Comerica Incorporated ("Comerica"), directly or through agents designated
from time to time, or through dealers or underwriters also to be designated, may
offer from time to time in one or more series shares of its preferred stock (the
"Preferred Stock"). The Preferred Stock may be offered, in separate series in
amounts, at prices and on terms determined at the time of sale and set forth in
one or more supplements to this Prospectus (together, the "Prospectus
Supplement"). Pursuant to the terms of the Registration Statement of which this
Prospectus forms a part, Comerica's unsecured subordinated debt securities (the
"Debt Securities" and, together with the Preferred Stock, the "Securities") may
also be offered under such Registration Statement. In no event will the
aggregate initial offering price of the Preferred Stock and Debt Securities
issued under such Registration Statement exceed $600,000,000 (or its equivalent
based upon the applicable exchange rate at the time of the offering).
The Prospectus Supplement will also include the specific designation, the
aggregate number of shares offered, the dividend rate or method of calculation,
the dividend period and dividend payment dates, whether such dividends will be
cumulative or noncumulative, the liquidation preference and any terms for
redemption at the option of the holder or Comerica.
This Prospectus may not be used to consummate sales of the Preferred Stock
unless accompanied by a Prospectus Supplement. The delivery of this Prospectus
together with a Prospectus Supplement relating to particular Preferred Stock
shall not constitute an offer in any jurisdiction of any of the other Preferred
Stock covered by this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
If an agent of Comerica or a dealer or underwriter is involved in the sale
of the Preferred Stock in respect of which this Prospectus is being delivered,
the agent's commission, dealer's purchase price, or underwriter's discount will
be set forth in, or may be calculated from, the Prospectus Supplement and the
net proceeds to Comerica from such sale will be the purchase price of such
Preferred Stock less such commission in the case of an agent, the purchase price
of such Preferred Stock in the case of a dealer or the public offering price
less such discount in the case of an underwriter, and less, in each case, the
other attributable issuance expenses. The aggregate proceeds to Comerica from
all the Preferred Stock will be the purchase price of the Preferred Stock sold
less the aggregate of agents' commissions and underwriters' discounts and other
expenses of issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for the agents, dealers and underwriters.
The date of this Prospectus is June 12, 1996
<PAGE> 15
AVAILABLE INFORMATION
Comerica is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith Comerica files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, material filed by Comerica can be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Comerica has filed with the Commission a Registration Statement on Form S-3
(together with any amendments thereto, the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus does
not contain all the information set forth in the Registration Statement and the
exhibits thereto, certain parts of which are omitted in accordance with the
rules and regulations of the Commission. For further information, reference is
hereby made to said Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Comerica with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Comerica's Annual Report on Form 10-K for the fiscal year ended December
31, 1995;
2. Comerica's Quarterly Report on Form 10-Q for the period ended March 31,
1996; and
3. Comerica's Registration Statement on Form 8-A dated March 4, 1991, as
amended by an amendment on Form 8 dated November 1, 1991.
All documents filed by Comerica with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be made a part
hereof from their respective dates of filing. The documents incorporated by
reference or deemed to be incorporated by reference herein are sometimes
hereinafter called the "Incorporated Documents". Any statement contained herein
or in any Incorporated Documents shall be deemed to be modified or superseded
for all purposes of this Prospectus to the extent that a statement contained in
this Prospectus or in any subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The information relating to Comerica contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference herein;
accordingly, such information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction therewith.
Comerica hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered, upon
the written or oral request of any such person, a copy of any or all of the
Incorporated Documents, except exhibits that are specifically incorporated by
reference into the information that this Prospectus incorporates. Requests for
such copies should be directed to: Comerica Incorporated, 500 Woodward Avenue,
Detroit, Michigan 48226: Attention: Mark W. Yonkman, Vice President (telephone
(313) 222-3432).
2
<PAGE> 16
COMERICA
Comerica Incorporated ("Comerica" or the "Company") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of March 31, 1996, Comerica
owned directly or indirectly all the outstanding common stock (except for
directors' qualifying shares, where applicable) of eight banking and thirty-nine
non-banking subsidiaries. At March 31, 1996, Comerica had total assets of
approximately $35.0 billion, total deposits of approximately $22.9 billion,
total loans (net of unearned income) of approximately $25.5 billion, and
shareholders' equity of approximately $2.7 billion. At March 31, 1996, Comerica
was the largest bank holding company headquartered in Michigan in terms of both
total assets and total deposits.
Comerica has strategically focused its operations on three major lines of
business: the Business Bank, the Individual Bank and the Investment Bank.
The Business Bank is comprised of middle market lending, large corporate
banking, international financial services and institutional trust. This line of
business meets the needs of medium-size businesses, multinational corporations,
and governmental entities by offering various products and services, including
commercial loans and lines of credit, deposits, cash management, corporate and
institutional trust, international trade finance, letters of credit and foreign
exchange management services.
The Individual Bank includes consumer lending, consumer deposit gathering,
mortgage loan origination and servicing, small business banking, and private
banking. This line of business offers a variety of consumer products, including
deposit accounts, direct and indirect installment loans, credit cards, home
equity lines of credit and residential mortgage loans. In addition, a full range
of financial services is provided to local companies with annual sales under $5
million, area merchants and municipalities. Private lending and personal trust
services are also provided to meet the personal financial needs of affluent
individuals (as defined by individual net income or wealth).
The Investment Bank is responsible for the sales of mutual fund and annuity
products, as well as life, disability, and long-term care insurance products.
This line of business also offers capital market products, manages loan
syndications and provides investment management and advisory services,
investment banking, and full and discount securities brokerage services.
Comerica has strategically focused its lines of business in each of
Comerica's four primary geographic markets: Michigan, Texas, California and
Florida. Comerica pursues all three lines of business in Michigan, Texas and
California, and has focused on the Individual Bank in Florida.
Comerica's executive offices are located at Comerica Tower at Detroit
Center, 500 Woodward Avenue, Detroit, Michigan 48226 and its telephone number is
(313) 222-4000.
REGULATORY MATTERS
General. Comerica is a bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As a bank holding company, Comerica's activities and those of its
banking and nonbanking subsidiaries are limited to the business of banking and
activities closely related or incidental to banking, and Comerica may not
directly or indirectly acquire the ownership or control of more than five
percent of any class of voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve
Board.
Comerica Bank is chartered by the State of Michigan and is supervised and
regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency (the
"OCC"). Comerica Bank-California is chartered and regulated by
3
<PAGE> 17
the State of California. Comerica Bank & Trust, FSB is chartered under federal
law and subject to supervision and regulation by the Office of Thrift
Supervision (the "OTS"). Comerica Bank-Illinois is chartered by the State of
Illinois and is regulated by the State of Illinois Commissioner of Banks and
Trust Companies. Comerica Bank and Comerica Bank-Illinois are members of the
Federal Reserve System. State member banks are also regulated by the local
Federal Reserve Bank and state non-member banks are also regulated by the
Federal Deposit Insurance Corporation (the "FDIC"). Comerica Bank-Texas and
Comerica Bank-California are not members of the Federal Reserve System, and as
such, are also regulated by the FDIC. The FDIC also has back-up enforcement
authority with respect to the above banking subsidiaries. Comerica's banking
subsidiaries are also subject to requirements and restrictions under federal and
state law, including requirements to maintain reserves against deposits,
restrictions on the types and amounts of loans that may be made and the interest
that may be charged thereon, and limitations on the types of investments that
may be made and the types of services that may be offered. Various consumer laws
and regulations also affect the operations of Comerica's banking subsidiaries.
Supervision and regulation of bank holding companies and their subsidiaries
is intended primarily for the protection of depositors, the deposit insurance
funds of the FDIC and the banking system as a whole, not for the protection of
bank holding company shareholders or creditors.
The following description summarizes some of the laws to which Comerica and
its banking subsidiaries are subject. To the extent statutory or regulatory
provisions or proposals are described, the description is qualified in its
entirety by reference to the particular statutory or regulatory provisions or
proposals.
Regulatory Restrictions on Dividends. It is the policy of the Federal
Reserve Board that bank holding companies should pay cash dividends on common
stock only out of income available over the past year and only if prospective
earnings retention is consistent with the organization's expected future needs
and financial condition. The policy provides that bank holding companies should
not maintain a level of cash dividends that undermines the bank holding
company's ability to serve as a source of strength to its banking subsidiaries.
Principal sources of revenues for Comerica are dividends received from its banks
and other subsidiaries.
Each state bank that is a member of the Federal Reserve System and each
national bank is limited in the amount of dividends it may declare. Two
different calculations are performed to measure the amount of dividends that may
be paid: a recent earnings test and a cumulative net profit test. Under the
recent earnings test, a dividend may not be paid if the total of all dividends
declared by the bank in any calendar year is in excess of the current year's net
profits combined with the retained net profits of the two preceding years unless
the bank obtains the approval of the appropriate regulatory agency. Under the
cumulative net undivided profits test, a dividend may not be paid in excess of a
bank's cumulative net profits after deducting bad debts in excess of the reserve
for loan losses. Comerica's state bank subsidiaries that are not members of the
Federal Reserve System are also subject to limitations under state law regarding
the amount of earnings that may be paid out as dividends. In addition, the OTS
also limits the amount of earnings that may be paid out as dividends.
Under the foregoing dividend restrictions, at January 1, 1996 Comerica's
banking subsidiaries, without obtaining governmental approvals, could declare
aggregate dividends of approximately $279 million from retained net profits of
the preceding two years, plus an amount approximately equal to the net profits
(as measured under current regulations), if any, earned for the period from
January 1, 1996 through the date of declaration. Dividends paid to Comerica by
its subsidiary banks amounted to $184 million in 1995 and $293 million in 1994.
In addition, the federal regulatory agencies are authorized to prohibit a
banking institution or bank holding company from engaging in an unsafe or
unsound banking practice. Depending upon the circumstances, the agencies could
take the position that paying a dividend would constitute an unsafe or unsound
banking practice.
Holding Company Structure. Comerica's banking subsidiaries are subject to
restrictions under federal law which limit certain transactions by each of them
with Comerica and its nonbanking subsidiaries, including loans, other extensions
of credit, investments or asset purchases. Such transactions by any banking
subsidiary with Comerica or any of its nonbanking subsidiaries are limited in
amount to ten percent of such banking
4
<PAGE> 18
subsidiary's capital and surplus and, with respect to Comerica and all of its
nonbanking subsidiaries together, to an aggregate of twenty percent of such
banking subsidiary's capital and surplus. Furthermore, such loans and extensions
of credit, as well as certain other transactions, are required to be secured in
specified amounts. These and certain other transactions, including any payment
of money to Comerica, must be on terms and conditions that are or in good faith
would be offered to nonaffiliated companies.
Because Comerica is a legal entity separate and distinct from its
subsidiaries, its right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a liquidation
or other resolution of an insured depository institution, the claims of
depositors and other general or subordinated creditors are entitled to a
priority of payment over the claims of holders of any obligation of the
institution to its shareholders, including any depository institution holding
company (such as Comerica) or any shareholder or creditor thereof.
Cross-Guaranty and Holding Company Liability. A depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to a commonly controlled depository institution in danger
of default. Each of Comerica's banking subsidiaries is a commonly controlled
depository institution for this purpose. Cross-guarantee liability may result in
the ultimate failure or insolvency of other insured depository institutions in a
holding company structure. Any obligation or liability owed by a banking
subsidiary to its parent company or any of the banking subsidiary's other
affiliates is subordinate to the banking subsidiary's cross-guarantee liability.
Under Federal Reserve Board policy, a bank holding company is expected to
act as a source of financial strength to each of its banking subsidiaries and
commit resources to their support. Such support may be required at times when,
absent this Federal Reserve Board policy, a holding company may not be inclined
to provide it. As discussed below under "Prompt Corrective Action," a bank
holding company in certain circumstances could be required to guarantee the
capital plan of an undercapitalized banking subsidiary.
In the event of a bank holding company's bankruptcy under Chapter 11 of the
U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is required
to cure immediately any deficit under any commitment by the debtor holding
company to any of the federal banking agencies to maintain the capital of an
insured depository institution, and any claim for breach of such obligation will
generally have priority over most other unsecured claims.
Prompt Corrective Action. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), the federal banking agencies must take
prompt supervisory and regulatory actions against undercapitalized depository
institutions. Depository institutions are assigned one of five capital
categories: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized," and
subjected to differential regulation corresponding to the capital category
within which the institution falls. Under certain circumstances, a well
capitalized, adequately capitalized or undercapitalized institution may be
treated as if the institution were in the next lower capital category. A
depository institution is generally prohibited from making capital distributions
(including paying dividends) or paying management fees to a holding company if
the institution would thereafter be undercapitalized. Adequately capitalized
institutions cannot accept, renew or roll over brokered deposits except with a
waiver from the FDIC, and are subject to restrictions on the interest rates that
can be paid on such deposits. Undercapitalized institutions may not accept,
renew, or roll over brokered deposits.
The banking regulatory agencies are permitted or, in certain cases,
required to take certain actions with respect to institutions falling within one
of the three undercapitalized categories. Depending on the level of an
institution's capital, the agency's corrective powers include, among other
things: prohibiting the payment of principal and interest on subordinated debt;
prohibiting the holding company from making distributions without prior
regulatory approval; placing limits on asset growth and restrictions on
activities; placing additional restrictions on transactions with affiliates;
restricting the interest rate the institution may pay on deposits; prohibiting
the institution from accepting deposits from correspondent banks; and in the
most severe cases, appointing a conservator or receiver for the institution. A
banking institution that is undercapitalized is required to submit a capital
restoration plan, and such a plan will not be accepted unless, among other
things,
5
<PAGE> 19
the banking institution's holding company guarantees the plan up to a certain
specified amount. Any such guarantee from a depository institution's holding
company is entitled to a priority of payment in bankruptcy. As of December 31,
1995, all of Comerica's banking subsidiaries exceeded the required capital
ratios for classification as "well capitalized." See "Capital Adequacy."
Capital Adequacy. The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies. The minimum ratio of total capital to
risk-weighted assets (which are the credit risk equivalents of balance sheet
assets and certain off balance sheet items such as standby letters of credit) is
8.00 percent. At least half of the total capital must be composed of common
stockholders' equity (including retained earnings), qualifying non-cumulative
perpetual preferred stock (and, for bank holding companies only, a limited
amount of qualifying cumulative perpetual preferred stock), and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill,
other disallowed intangibles and disallowed deferred tax assets, among other
items ("Tier 1 capital"). The remainder may consist of a limited amount of
subordinated debt, other perpetual preferred stock, hybrid capital instruments,
mandatory convertible debt securities that meet certain requirements, as well as
a limited amount of reserves for loan losses ("Tier 2 capital"). The Federal
Reserve Board has also adopted a minimum leverage ratio for bank holding
companies, requiring Tier 1 capital of at least 3.00 percent of average total
consolidated assets.
The OCC, the FDIC, the Federal Reserve Board, and the OTS have also
established risk-based and leverage capital guidelines for banking institutions.
These regulations are generally similar to those established by the Federal
Reserve Board for bank holding companies.
The federal banking agencies' risk-based and leverage ratios are minimum
supervisory ratios generally applicable to banking organizations that meet
certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to operate
with capital positions well above the minimum ratios. The federal bank
regulatory agencies may set capital requirements for a particular banking
organization that are higher than the minimum ratios when circumstances warrant.
Federal Reserve Board guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets. In addition, the regulations
of the Federal Reserve Board provide that concentration of credit risk and
certain risks arising from nontraditional activities, as well as an
institution's ability to manage these risks, are important factors to be taken
into account by regulatory agencies in assessing an organization's overall
capital adequacy.
The Federal Reserve Board and the other federal banking agencies recently
adopted amendments to their risk-based capital regulations to provide for the
consideration of interest rate risk in the agencies' determination of a banking
institution's capital adequacy. The amendments require such institutions to
effectively measure and monitor their interest rate risk and to maintain capital
adequate for that risk. The agencies have also issued for comment a joint policy
statement that describes a framework that may be used by the agencies to measure
and monitor an institution's level of interest rate risk in the assessment of a
banking institution's capital adequacy. The agencies plan at some future date to
propose the establishment of an explicit minimum capital requirement to account
for interest rate risk.
As discussed below under "Enforcement Powers of the Federal Banking
Agencies," failure to meet the minimum regulatory capital requirements could
subject a banking institution to a variety of enforcement remedies available to
federal regulatory authorities, including, in the most severe cases, the
termination of deposit insurance by the FDIC and placing the institution into
conservatorship or receivership. As of December 31, 1995, Comerica exceeded the
minimum ratio of total capital to risk-weighted assets and the minimum leverage
ratio for bank holding companies.
Enforcement Powers of the Federal Banking Agencies. The Federal Reserve
Board and the other federal banking agencies have broad enforcement powers,
including the power to terminate deposit insurance, impose substantial fines and
other civil and criminal penalties and appoint a conservator or receiver.
Failure to comply with applicable laws, regulations and supervisory agreements
could subject Comerica or its banking subsidiaries, as well as officers,
directors and other institution-affiliated parties of these organizations, to
administrative sanctions and potentially substantial civil money penalties. In
addition to the grounds discussed
6
<PAGE> 20
under "Prompt Corrective Action," the appropriate federal banking agency may
appoint the FDIC as conservator or receiver for a banking institution (or the
FDIC may appoint itself, under certain circumstances) if any one or more of a
number of circumstances exist, including, without limitation, the fact that the
banking institution is undercapitalized and has no reasonable prospect of
becoming adequately capitalized; fails to become adequately capitalized when
required to do so; fails to submit a timely and acceptable capital restoration
plan; or materially fails to implement an accepted capital restoration plan.
FDIC Insurance Assessments. The deposits of all the banking subsidiaries
are insured by the Bank Insurance Fund (the "BIF") of the FDIC to the extent
provided by law, except that the deposits of Comerica Bank & Trust, FSB and
certain deposits of other banking subsidiaries that were acquired from insolvent
savings associations are insured by the FDIC's Savings Association Insurance
Fund (the "SAIF").
The FDIC has adopted a risk-based assessment system under which the
assessment rate for an insured depository institution varies according to the
level of risk involved in its activities. Under this risk-based insurance
system, effective January 1, 1996, the rate assessed for each of Comerica's
BIF-insured banking subsidiaries decreased from 4 cents per $100 of eligible
deposits to zero, subject to a minimum assessment of $2,000 per institution per
year.
Most thrift institutions are insured by the SAIF of the FDIC and are
currently assessed deposit insurance premiums higher than those assessed against
most BIF institutions. The deposits held by Comerica's federal savings bank in
Florida, as well as SAIF-insured deposits that were acquired from insolvent
savings associations by Comerica's subsidiary banks, are subject to this higher
premium.
In response to concerns that this insurance premium disparity would have a
negative effect on SAIF-insured institutions and the SAIF, Congress recently
passed legislation that would have, among other things, eliminated the deposit
insurance premium disparity and utilized BIF assessments to help fund debt
service on certain Financing Corporation (FICO) bonds, which could have resulted
in higher insurance premiums for BIF-insured institutions. This legislation was
vetoed by President Clinton in December 1995, but could reappear in subsequent
legislation. In addition, other bills to eliminate the BIF-SAIF assessment
disparity have been introduced in Congress. It cannot be predicted whether, when
or in what form any such legislation will be enacted, or what effect such
legislation will have on Comerica's banking subsidiaries.
Control Acquisitions. The Change in Bank Control Act (the "CBCA") prohibits
a person or group of persons from acquiring "control" of a bank holding company
unless the Federal Reserve Board has been notified and has not objected to the
transaction. Under a rebuttable presumption established by the Federal Reserve
Board, the acquisition of 10% or more of a class of voting stock of a bank
holding company with a class of securities registered under Section 12 of the
Exchange Act, such as Comerica, would, under the circumstances set forth in the
presumption, constitute acquisition of control of Comerica.
In addition, any company is required to obtain the approval of the Federal
Reserve Board under the BHCA before acquiring 25% (5% in the case of an acquiror
that is a bank holding company) or more of the outstanding Common Stock of
Comerica, or otherwise obtaining control or a "controlling influence" over
Comerica.
Effective September 24, 1995, the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 has permitted an adequately capitalized and
adequately managed bank holding company, with Federal Reserve Board approval, to
acquire banking institutions located in states other than the bank holding
company's home state without regard to whether the transaction is prohibited
under state law. In addition, effective June 1, 1997, national banks and state
banks with different home states will be permitted to merge across state lines,
with the approval of the appropriate federal banking agency, unless the home
state of a participating banking institution passes legislation prior to that
date that expressly prohibits interstate mergers. Of Comerica's primary markets,
Texas is the only state to date to have opted out of the interstate branching
provisions. Further, such interstate mergers may be effected prior to June 1,
1997 so long as the home state of each participating banking institution has
passed qualifying legislation that expressly permits such transactions.
Michigan, California, and Illinois have all passed early opt-in legislation. The
Michigan and California legislation is already effective. The Illinois
legislation will be effective as of January 6, 1997.
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<PAGE> 21
Future Legislation. Various legislation, including proposals to overhaul
the bank regulatory system, expand the powers of banking institutions and bank
holding companies and limit the investments that a depository institution may
make with insured funds, is from time to time introduced in Congress. Such
legislation may change banking statutes and the operating environment of
Comerica and its banking subsidiaries in substantial and unpredictable ways.
Comerica cannot determine the ultimate effect that potential legislation, if
enacted, or implementing regulations, would have upon the financial condition or
results of operations of Comerica or its subsidiaries.
USE OF PROCEEDS
Except as otherwise specified in a Prospectus Supplement, the net proceeds
from the sale of the Preferred Stock offered by this Prospectus will be applied
to Comerica's general funds to be utilized for such corporate purposes as may be
determined by management, which may include investments in, and extensions of
credit to, existing and future subsidiaries, the funding of acquisitions of
banking and nonbanking institutions (including the repurchase of issued and
outstanding shares of common stock of Comerica which may be used to fund part or
all of the acquisition consideration) and other general corporate purposes.
Except as otherwise indicated in a Prospectus Supplement, specific
allocations of the proceeds to such purposes will not have been made at the date
of the applicable Prospectus Supplement. The precise amount and timing of
investments in, and extensions of credit to, subsidiaries will depend upon their
funding requirements and the availability of other funds to Comerica and its
subsidiaries. Based upon the anticipated future financing requirements of
Comerica and its subsidiaries, Comerica expects that it will, from time to time,
engage in additional financings of a character and in an amount to be
determined.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
Comerica's ratios of earnings to combined fixed charges and preferred stock
dividends are set forth below for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH
31, YEAR ENDED DECEMBER 31,
------------ ------------------------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated ratio of earnings to combined fixed
charges and preferred stock dividends (including
interest on deposits)........................... 1.56x 1.49x 1.47x 1.64x 1.70x 1.38x 1.30x
Consolidated ratio of earnings to combined fixed
charges and preferred stock dividends (excluding
interest on deposits)........................... 2.30x 2.09x 2.03x 2.61x 3.94x 3.20x 2.75x
</TABLE>
The ratio of earnings to combined fixed charges and preferred stock
dividends is computed by dividing income before income taxes and fixed charges
by fixed charges and pre-tax earnings required to cover preferred stock
dividends. Fixed charges are defined as interest expense and the portion of net
rental expense estimated to be representative of the interest factor.
DESCRIPTION OF COMERICA CAPITAL STOCK
The following description contains a summary of all of the material
features of the capital stock of Comerica but does not purport to be complete
and is subject to and qualified in its entirety by reference to the Comerica
Restated Certificate of Incorporation, including the Certificate of Designation
for the Comerica Series C Preferred Stock (the "Comerica Charter"), both of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part and are incorporated herein by reference.
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<PAGE> 22
General. Comerica's total authorized capital stock currently consists of
(i) 10,000,000 shares of preferred stock, without par value (the "Preferred
Stock"), and (ii) 250,000,000 shares of common stock, with a par value of $5.00
per share (the "Common Stock").
Preferred Stock. For a general description of the Preferred Stock being
offered pursuant to this Prospectus, see "Description of Preferred Stock" below.
Of the 10,000,000 shares of Preferred Stock authorized, 500,000 shares with no
stated value have been designated as Series C Participating Preferred Stock (the
"Comerica Series C Preferred Stock"). All shares of two former series of
Preferred Stock, designated Adjustable Rate Cumulative Preferred Stock, Series A
and Series B Preferred Stock, have been redeemed and restored to the status of
authorized but unissued Preferred Stock. All shares designated as Comerica
Series C Preferred Stock have been reserved for issuance in connection with the
Comerica Rights Plan. For a description of the Comerica Rights and the Comerica
Rights Plan, see "The Comerica Rights Plan" below. The Comerica Rights are not
currently exercisable and no shares of Comerica Series C Preferred Stock are
outstanding.
Comerica Series C Preferred Stock. The Comerica Series C Preferred Stock is
issuable upon exercise of the Comerica Rights. The Comerica Rights are not
currently exercisable and no shares of Comerica Series C Preferred Stock are
outstanding. For a description of the Comerica Rights, see "The Comerica Rights
Plan" below. The Comerica Series C Preferred Stock carries a quarterly dividend
rate equal (rounded to the nearest cent) to the greater of (a) $10 or (b) a
multiple (the "Comerica Multiple") times the aggregate per share amount of all
cash dividends and the Comerica Multiple times the aggregate per share amount of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock, declared on the Common Stock during the period specified. Dividends on
the Comerica Series C Preferred Stock are cumulative. The Comerica Multiple,
which is subject to adjustment upon the occurrence of stock dividends on, or
splits or combinations of, outstanding Common Stock is 450. Unless all dividends
on the Comerica Series C Preferred Stock have been paid in full, no dividend may
be declared or paid on the Common Stock. If dividends shall be in arrears in an
amount equal to six quarterly dividends, the holders of the Comerica Series C
Preferred Stock shall have the right, voting as a class, to elect two directors.
Each share of Comerica Series C Preferred Stock is entitled to vote on all
matters submitted to a vote of the shareholders of Comerica, the number of votes
being subject to adjustment under the same circumstances which require an
adjustment of the Comerica Multiple but may not have more than one vote per
share. Except as otherwise required by the Comerica Charter or by law, the
holders of shares of Comerica Series C Preferred Stock and the holders of Common
Stock vote together as one class.
Upon any liquidation, dissolution or winding up of Comerica, each share of
Comerica Series C Preferred Stock is entitled, prior to any payment or
distribution in respect of the Common Stock, to a liquidation preference equal
to $100 plus any accrued and unpaid dividends. If sufficient assets of Comerica
remain after payment of the liquidation preference in respect of the Comerica
Series C Preferred Stock and certain payments to the holders of Common Stock,
the Comerica Series C Preferred Stock participates with the Common Stock in
respect of the remaining assets of Comerica based on a ratio.
The Series C Preferred Stock shall rank junior as to the payment of
dividends and as regards liquidation, dissolution and winding up and shall rank
junior to all other series of the Preferred Stock as to the payment of dividends
and as regards liquidation, dissolution and winding up, unless the terms of any
such series shall provide otherwise.
If Comerica enters into any consolidation, merger, combination or other
transaction in which Common Stock is exchanged for other stock, securities, cash
or other property, then the shares of Comerica Series C Preferred Stock will at
the same time be similarly exchanged in an amount per share, subject to certain
adjustments, equal to the Comerica Multiple times the aggregate amount of stock,
security, cash or other property into which or for which each share of Common
Stock is changed or exchanged.
Common Stock. Subject to the rights of any outstanding shares of Preferred
Stock, the holders of Common Stock are entitled to receive such dividends as may
from time to time be declared by the Comerica
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<PAGE> 23
Board of Directors (the "Comerica Board"). They are entitled to one vote per
share of Common Stock on every issue submitted to them as Comerica shareholders
at a meeting of shareholders or otherwise. In the event of liquidation they are
entitled, after payment in full of the liquidation preference of any outstanding
Preferred Stock and subject to the right of the holders of Comerica Series C
Preferred Stock to participate in certain distributions, to share ratably in all
assets of Comerica available for distribution to holders of Common Stock.
Holders of shares of Common Stock do not have preemptive or cumulative voting
rights. All shares of Common Stock now issued and outstanding are fully paid and
nonassessable. As of April 30, 1996, 116,667,000 shares of Common Stock were
issued and outstanding.
The registrar and transfer agent for the Common Stock is Norwest Bank,
Minnesota, N.A.
THE COMERICA RIGHTS PLAN
On January 26, 1988, the Comerica Board declared a dividend distribution of
one right (each, a "Comerica Right") for each outstanding share of Comerica
Common Stock to shareholders of record at the close of business on February 8,
1988. Each Comerica Right entitles the registered holder to purchase from
Comerica a unit consisting of 1/100th of one share (a "Unit") of Comerica Series
C Preferred Stock at a Purchase Price (the "Comerica Purchase Price") of $175 in
cash per Unit, subject to adjustment. The number of Comerica Rights per share of
Comerica Common Stock is subject to adjustment in certain events described
below. Each share of Comerica Common Stock currently carries 2/9th of one
Comerica Right.
The description and terms of the Comerica Rights are set forth in a Rights
Agreement (the "Comerica Rights Agreement"), dated as of January 28, 1988,
between Comerica and Comerica Bank, as Rights Agent (the "Comerica Rights
Agent").
At the present time, the Comerica Rights attach to all Comerica Common
Stock certificates representing outstanding shares, and no separate Comerica
Rights certificates have been distributed. The Comerica Rights will separate
from the Comerica Common Stock and a "Comerica Distribution Date" will occur
upon the earlier of (i) ten days following a public announcement that a person
or group of affiliated or associated persons (a "Comerica Acquiring Person") has
acquired, or obtained the right to acquire, beneficial ownership of 20 percent
or more of the outstanding shares of Comerica Common Stock (the "Comerica Stock
Acquisition Date"), or (ii) ten business days following the commencement of a
tender offer or exchange offer that would result in a person or group
beneficially owning 25% or more of such outstanding shares of Comerica Common
Stock. Until a Comerica Distribution Date, (i) the Comerica Rights will be
evidenced by the Comerica Common Stock certificates and will be transferred with
and only with such Comerica Common Stock certificates, (ii) new Comerica Common
Stock certificates issued after February 8, 1988 will contain a notation
incorporating the Comerica Rights Agreement by reference, and (iii) the
surrender for transfer of any certificates for Comerica Common Stock outstanding
will also constitute the transfer of the Comerica Rights associated with the
Comerica Common Stock represented by such certificates.
The Comerica Rights are not exercisable until the Comerica Distribution
Date and will expire at the earlier of (i) the close of business on February 8,
1998, and (ii) the date which is 24 months after the first date upon which
Comerica can generally be acquired by bank holding companies, and Comerica is
generally permitted to acquire banks, principally located in at least 15 of the
20 states listed on Exhibit D to the Comerica Rights Agreement, unless earlier
redeemed by Comerica as described below. Pursuant to the Comerica Rights
Agreement, Comerica reserves the right to require prior to the occurrence of a
Comerica Triggering Event (as defined below) that, upon any exercise of Comerica
Rights, a number of Comerica Rights be exercised so that only whole shares of
Comerica Series C Preferred Stock will be issued.
As soon as practicable after a Comerica Distribution Date, Comerica Rights
certificates will be mailed to holders of record of the Comerica Common Stock as
of the close of business on the Comerica Distribution Date and, thereafter, the
separate Comerica Rights certificates alone will represent the Comerica Rights.
Except as otherwise determined by the Comerica Board and except in connection
with the shares of Comerica Common Stock issued upon the exercise of employee
stock options or the conversion of convertible securities, only shares of
Comerica Common Stock issued prior to the Comerica Distribution Date will be
issued with
10
<PAGE> 24
Comerica Rights. The number of Comerica Rights per share of Comerica Common
Stock is subject to adjustment upon the occurrence of stock dividends on, or
splits or combinations of, outstanding Comerica Common Stock. Currently, each
share of Comerica Common Stock currently carries 2/9th of one Comerica Right.
In the event that, at any time following the Comerica Distribution Date,
(i) a person becomes the beneficial owner of more than 25 percent of the then
outstanding shares of Comerica Common Stock except pursuant to an offer for all
outstanding shares of Comerica Common Stock which the independent directors
serving on the Comerica Board determine to be fair to, and otherwise in the best
interests of, Comerica shareholders, or (ii) Comerica is the surviving
corporation in a merger with a Comerica Acquiring Person and the Comerica Common
Stock is not changed or exchanged, each holder of a Comerica Right will
thereafter have the right to receive, upon exercise, Comerica Common Stock (or,
in certain circumstances, cash, property, or other securities of Comerica)
having a value equal to two times the exercise price of the Comerica Right.
Notwithstanding the foregoing, following the occurrence of any of the events set
forth in this paragraph, all Comerica Rights that are, or (under certain
circumstances specified in the Comerica Rights Agreement) were, beneficially
owned by any Comerica Acquiring Person will be null and void. However, Comerica
Rights are not exercisable following the occurrence of either of the events set
forth above until such time as the Comerica Rights are no longer redeemable by
Comerica as set forth below.
In the event that, at any time following the Comerica Stock Acquisition
Date, (i) Comerica is acquired in a merger or other business combination
transaction in which Comerica is not the surviving corporation or Comerica
Common Stock is changed or exchanged (other than a merger which follows an offer
described in clause (i) of the preceding paragraph), or (ii) 50 percent or more
of Comerica's assets or earning power is sold or transferred, each holder of a
Comerica Right (except Comerica Rights which previously have been voided as set
forth above) shall thereafter have the right to receive, upon exercise, common
stock of the acquiring company having a value equal to two times the exercise
price of the Comerica Right. Each of the events set forth in this paragraph and
in the preceding paragraph is referred to as a "Comerica Triggering Event."
The Comerica Purchase Price payable, and the number of Units of Comerica
Series C Preferred Stock or other securities or property issuable, upon exercise
of the Comerica Rights are subject to adjustment in certain events.
At any time until ten days following the Comerica Stock Acquisition Date,
Comerica may redeem the Comerica Rights in whole, but not in part, at a price of
$0.05 per Comerica Right, subject to adjustment where appropriate (payable in
cash, stock, or other consideration deemed appropriate by the Comerica Board).
After the redemption period has expired, Comerica's right of redemption may be
reinstated if a Comerica Acquiring Person reduces his or her beneficial
ownership to 10 percent or less of the outstanding shares of Comerica Common
Stock in a transaction or series of transactions not involving Comerica.
Immediately upon the action of the Comerica Board ordering redemption of the
Comerica Rights, the Comerica Rights will terminate and the only right of the
holders of Comerica Rights will be to receive the $0.05 redemption price. Until
a Comerica Right is exercised, the holder thereof, as such, will have no rights
as a holder of Comerica shares, including, without limitation, the right to vote
or to receive dividends.
Other than those provisions relating to the principal economic terms of the
Comerica Rights, any of the provisions of the Comerica Rights Agreement
(including the provisions relating to the termination of such agreement) may be
amended by the Comerica Board prior to the Comerica Distribution Date. After the
Comerica Distribution Date, the provisions of the Comerica Rights Agreement may
be amended by the Comerica Board in order to cure any ambiguity, to make changes
which do not adversely affect the interests of holders of Comerica Rights
(excluding the interests of any Comerica Acquiring Person), or to shorten or
lengthen any time period under the Comerica Rights Agreement; provided, however,
that no amendment to adjust the time period governing redemption shall be made
at such time as the Comerica Rights are not redeemable.
The Comerica Rights have certain anti-takeover effects. The Comerica Rights
will cause substantial dilution to a person or group that attempts to acquire
Comerica on terms not approved by the Comerica
11
<PAGE> 25
Board, unless the offer is conditional on a substantial number of Comerica
Rights being acquired. The Comerica Rights, however, should not affect any
prospective offeror willing to make an offer at a fair price and otherwise in
the best interests of Comerica and its shareholders as determined by a majority
of the independent directors on the Comerica Board, or willing to negotiate with
the Comerica Board. The Comerica Rights should not interfere with any merger or
other business combination approved by the Comerica Board since the Comerica
Board may, at its option, at any time until ten days following the Comerica
Stock Acquisition Date redeem all but not less than all of the then outstanding
Comerica Rights at the $0.05 redemption price.
The foregoing description of the Comerica Rights does not purport to be
complete and is qualified in its entirety by reference to the Comerica Rights
Agreement, as amended, which is incorporated by reference herein. See
"Incorporation of Certain Documents by Reference" above.
DESCRIPTION OF PREFERRED STOCK
General. Comerica is authorized by its Restated Certificate of
Incorporation, as amended, to issue 10,000,000 shares of Preferred Stock,
without par value, which may be issued in one or more series with such voting
powers, full or limited, but not to exceed one vote per share, or without voting
powers, and with such designations, preferences and privileges, relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Comerica Board and
the Preferred Stock Designation Committee thereof (the "Stock Committee"). Of
the 10,000,000 shares of Preferred Stock authorized, 500,000 shares with no
stated value have been designated as Series C Participating Preferred Stock. See
"Description of Comerica Capital Stock -- Comerica Series C Preferred Stock",
above.
The following description of the terms of the Preferred Stock being offered
pursuant to this Prospectus sets forth certain general terms and provisions of
the Preferred Stock to which any Prospectus Supplement may relate. Certain terms
of any series of Preferred Stock offered by any Prospectus Supplement will be
described in the Prospectus Supplement relating to such series of Preferred
Stock. If so indicated in the Prospectus Supplement, the terms of any such
series may differ from the terms set forth below.
The Stock Committee is authorized to establish and designate series and to
fix the number of shares and the relative rights, preferences and limitations of
the respective series of Preferred Stock (other than voting rights), all of
which terms and conditions shall be set forth in the Prospectus Supplement
accompanying this Prospectus relating to the particular series of Preferred
Stock offered thereby. The terms of particular series of Preferred Stock may
differ, among other things, in (a) the number of shares to constitute such
series, (b) the dividend rate (or the method of calculation thereof) on the
shares of such series and whether such dividends will be cumulative or
noncumulative, (c) whether or not the shares of the series will be redeemable or
convertible at the option of the holder or Comerica and the terms thereof, (d)
the amount per share payable on the shares of the series in case of liquidation,
dissolution or winding up of Comerica and (e) the other rights and privileges
and any qualifications, limitations or restrictions of such rights or privileges
of such series.
Unless stated otherwise in the applicable Prospectus Supplement, when
issued, each series of Preferred Stock will rank on a parity with all the other
outstanding series of preferred stock issued by Comerica as to payment of
dividends (except with respect to the cumulation thereof) and as to the
distribution of assets upon liquidation, dissolution or winding up. Subject to
the terms of the Preferred Stock to be offered, the remaining shares of
undesignated Preferred Stock may be issued by Comerica in one or more series, at
any time or from time to time, with such rights, preferences and limitations as
the Comerica Board or any duly authorized committee thereof (including the Stock
Committee) shall determine, all without further action of the holders of the
Preferred Stock or any other stockholders. Norwest Bank, Minnesota, N.A. will be
the transfer agent, dividend disbursing agent and registrar for the shares of
Preferred Stock.
Under existing interpretations of the Federal Reserve Board and the Office
of Thrift Supervision, if the holders of the Preferred Stock become entitled to
vote for the election of directors, Preferred Stock may then be deemed a "class
of voting securities" and a holder of 25% or more of the Preferred Stock (or a
holder of 5%
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or more of the Preferred Stock that otherwise exercises a "controlling
influence" over Comerica) may then be subject to regulation as a "bank holding
company" in accordance with the Bank Holding Company Act of 1956, as amended,
and a holder of 25% or more of the Preferred Stock (or a holder of 10% or more
of the Preferred Stock that otherwise possesses certain "control factors" with
respect to Comerica) may then be subject to regulation as a "savings and loan
holding company" in accordance with the Home Owners' Loan Act of 1933, as
amended. In addition, at such time, (i) any bank holding company or foreign bank
with a U.S. presence generally would be required to obtain the approval of the
Federal Reserve Board under the Bank Holding Company Act of 1956, as amended, to
acquire or retain 5% or more of the Preferred Stock; (ii) any person other than
a bank holding company may be required to obtain the approval of the Federal
Reserve Board and the Office of Thrift Supervision under the Change in Bank
Control Act to acquire or retain 10% or more of the Preferred Stock; and (iii)
any savings and loan holding company generally could not retain in excess of 5%
of the Preferred Stock.
The following statements are brief summaries of certain provisions that
will be contained in the Certificate of Designation authorizing the issuance of
a series of Preferred Stock, do not purport to be complete and are qualified in
their entirety by reference to such Certificate of Designation and Comerica's
Restated Certificate of Incorporation, as amended. Prior to the issuance of a
series of Preferred Stock the resolutions set forth in the Certificate of
Designation will be adopted by the Comerica Board or the Stock Committee and
such Certificate of Designation will then be filed with the Secretary of State
of the State of Delaware.
Dividends. Holders of shares of Preferred Stock will be entitled to
receive, as, if and when declared by the Comerica Board out of assets of
Comerica legally available for payment, cash dividends at the rate set forth in,
or calculated in accordance with the formula set forth in, the Prospectus
Supplement. Dividends on the Preferred Stock may be cumulative ("Cumulative
Preferred Stock") or noncumulative ("Noncumulative Preferred Stock") as provided
in the Prospectus Supplement. Unless otherwise provided in the Prospectus
Supplement, dividends on Cumulative Preferred Stock will be cumulative from the
date of original issue of such series and will be payable quarterly in arrears
on the dates specified in the Prospectus Supplement. If any date so specified as
a dividend payment date is not a business day, dividends (if declared) on the
Preferred Stock (unless otherwise provided in the Prospectus Supplement) will be
paid on the immediately succeeding business day, without interest. A dividend
period with respect to a dividend payment date is the period commencing on the
immediately preceding dividend payment date (or, in the case of the initial
dividend period, the date of issuance of the Preferred Stock) and ending on the
day immediately prior to the next succeeding dividend payment date. If the
Comerica Board or the Stock Committee fails to declare or pay a dividend on any
series of Noncumulative Preferred Stock for any dividend period, Comerica shall
have no obligation to pay a dividend for such period, whether or not dividends
on such series of Noncumulative Preferred Stock are declared for any future
dividend period. Dividends on the Preferred Stock will be payable in arrears to
holders of record as they appear on the stock register of Comerica on such
record dates, not more than thirty nor less than fifteen days preceding the
payment dates thereof, as shall be fixed by the Comerica Board or the Stock
Committee. No full dividends will be declared or paid or set apart for payment
on the preferred stock of any series ranking, as to dividends, on a parity with
or junior to any other series of Preferred Stock for any period unless full
dividends have been or are contemporaneously declared and paid or declared and a
sum sufficient for the payment thereof is set apart for such payment on such
series of Preferred Stock for (i) all dividend periods terminating on or prior
to the date of payment of such full cumulative dividends (in the case of a
series of Cumulative Preferred Stock) or (ii) the immediately preceding dividend
period (in the case of a series of Noncumulative Preferred Stock). When
dividends are not paid in full upon any series of Preferred Stock (whether
Cumulative Preferred Stock or Noncumulative Preferred Stock) and any other
preferred stock ranking on a parity as to dividends with such series of
Preferred Stock, all dividends declared upon shares of such series of Preferred
Stock and any other preferred stock ranking on a parity as to dividends will be
declared pro rata so that the amount of dividends declared per share on such
series of Preferred Stock and such other preferred stock will in all cases bear
to each other the same ratio that accrued dividends per share (which, in the
case of Noncumulative Preferred Stock, shall not include any cumulation in
respect of unpaid dividends for dividend periods prior to the immediately
preceding dividend period) on the shares of such series of Preferred Stock and
such other preferred stock bear to each other. Except as provided in the
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preceding sentence, unless full dividends on all outstanding shares of any such
series of Preferred Stock have been declared and paid or set apart for payment
for all past dividend periods, in the case of a series of Cumulative Preferred
Stock, or for the immediately preceding dividend period, in the case of a series
of Noncumulative Preferred Stock, and Comerica is not in default with respect to
any redemption of shares of Preferred Stock announced by Comerica as described
under "Redemption" below, no dividends (other than dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or purchase
shares of, the Common Stock of Comerica or another stock of Comerica ranking
junior to the Preferred Stock as to dividends and upon liquidation) will be
declared or paid or set aside for payment or other distribution declared or made
upon the Common Stock of Comerica or upon any other stock of Comerica ranking
junior to or on parity with the Preferred Stock as to dividends or upon
liquidation, nor will any Common Stock of Comerica nor any other stock of
Comerica ranking junior to or on parity with such Preferred Stock as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by Comerica (except by
conversion into or exchange for stock of Comerica ranking junior to the
Preferred Stock as to dividends and upon liquidation). Unless otherwise
specified in the Prospectus Supplement, the amount of dividends payable for any
period shorter than a full dividend period shall be computed on the basis of
twelve 30-day months, a 360-day year and the actual number of days elapsed in
any period of less than one month.
Liquidation Preference. Upon any liquidation, dissolution or winding up of
Comerica, whether voluntary or involuntary, the holders of the Preferred Stock
will have preference and priority over the Common Stock, or any other class of
stock of Comerica ranking on liquidation, dissolution or winding up junior to
the Preferred Stock, for payments out of or distribution of the assets of
Comerica or proceeds thereof, whether from capital or surplus, of the amount per
share set forth in the Prospectus Supplement plus all dividends (whether or not
earned or declared), accrued and unpaid thereon to the date of final
distribution to such holders (but in the case of Noncumulative Preferred Stock,
without cumulation of unpaid dividends for prior dividend periods), and after
such payment the holders of Preferred Stock will be entitled to no other
payments. If, in the case of any such liquidation, dissolution or winding up of
Comerica, the assets of Comerica or proceeds thereof should be insufficient to
make the full liquidation payment in the amount per share set forth in the
Prospectus Supplement, plus all accrued and unpaid dividends on the Preferred
Stock (but in the case of Noncumulative Preferred Stock without cumulation of
unpaid dividends for prior dividend periods) and liquidating payments on any
other preferred stock ranking as to liquidation, dissolution or winding up on a
parity with the Preferred Stock, then such assets or proceeds thereof will be
distributed among the holders of the Preferred Stock and any such other
preferred stock ratably in accordance with the respective amounts which would be
payable on such shares of Preferred Stock and any such other preferred stock if
all amounts thereon were paid in full. A consolidation or merger of Comerica
with one or more corporations will not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of Comerica.
Redemption. Unless otherwise specified in the applicable Prospectus
Supplement, Comerica may, at its option, with prior Federal Reserve Board
approval to the extent then required by applicable law, at any time or from time
to time on not less than 30 and not more than 60 days' notice, redeem any series
of Preferred Stock in whole or part at the redemption prices and on the dates
set forth in the Prospectus Supplement for the related series of Preferred
Stock.
If less than all outstanding shares of a series of Preferred Stock are to
be redeemed, the selection of the shares to be redeemed will be decided by lot
or pro rata as may be determined by the Comerica Board or the Stock Committee,
or by any other method which may be determined by the Comerica Board or the
Stock Committee to be equitable. From and after the redemption date (unless
default shall be made by Comerica in providing money for the payment of the
redemption price), dividends will cease to accrue on the shares of Preferred
Stock called for redemption, such shares will no longer be deemed to be
outstanding and all rights of the holders thereof (except the right to receive
the redemption price) will cease.
In addition, Comerica, at its option, may, with prior Federal Reserve Board
approval to the extent then required by applicable law, redeem all, but not less
than all, of the outstanding shares of the Preferred Stock, out of funds legally
available therefor, if the holders of such shares would be entitled to vote upon
or consent to a merger or consolidation of Comerica under the circumstances, if
any, specified in the applicable Prospectus
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Supplement and all of the following conditions have been satisfied: (i) Comerica
shall have requested the vote or consent of the holders of such shares to the
consummation of such merger or consolidation, stating in such request that
failing the requisite favorable vote or consent Comerica will have the option to
redeem such shares, (ii) Comerica shall have not received the favorable vote or
consent requisite to the consummation of the transaction within 60 days after
making such request and (iii) such transaction shall be consummated on the date
fixed for such redemption, which date shall be no more than one year after such
request is made. Any such redemption shall be on notice as aforesaid at a
redemption price per share of the Preferred Stock set forth in the Prospectus
Supplement, plus accrued and unpaid dividends thereon, whether or not declared
(but in the case of Noncumulative Preferred Stock without cumulation of unpaid
dividends for dividend periods prior to the immediately preceding dividend
period), to the date fixed for redemption.
Voting Rights. Unless otherwise specified in the applicable Prospectus
Supplement, holders of the Preferred Stock will have no voting rights except as
from time to time required by law.
Transfer Agent. The registrar and transfer agent for the Preferred Stock is
Norwest Bank, Minnesota, N.A.
PLAN OF DISTRIBUTION
Preferred Stock may be offered and sold by Comerica by any of three means
of distribution: (1) through agents, (2) through underwriters or dealers or (3)
directly to one or more purchasers. Such underwriters, dealers or agents may be
affiliates of Comerica, and offers and sales of Preferred Stock may include
secondary market transactions by affiliates of Comerica. The applicable
Prospectus Supplement will set forth the terms of the offering to which such
Prospectus Supplement relates, including the name or names of any underwriters
or agents, the public offering or purchase price, the net proceeds to Comerica,
underwriting discounts and other items constituting underwriters' compensation,
any discounts and commissions allowed or paid to dealers, any commissions
allowed or paid to agents, and the securities exchanges, if any, on which such
Preferred Stock will be listed. Dealer trading may take place in certain of the
Preferred Stock, including Preferred Stock not listed on any securities
exchange. Direct sales may be made on a national securities exchange or
otherwise.
The Preferred Stock may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. Any initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers may be changed
from time to time. If so indicated in the applicable Prospectus Supplement,
Comerica will authorize underwriters or agents to solicit offers by certain
institutions to purchase securities from Comerica pursuant to Delayed Delivery
Contracts providing for payment and delivery at a future date.
Any underwriter or agent participating in the distribution of the Preferred
Stock may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), of the Preferred
Stock so offered and sold and any discounts or commissions received by them and
any profit realized by them on the sale or resale of the Preferred Stock may be
deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with Comerica, to indemnification by Comerica against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for Comerica in the ordinary course of
business.
EXPERTS
The consolidated financial statements of Comerica as of December 31, 1995
and 1994 incorporated by reference in this Prospectus from Comerica's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent public accountants, and are given on the
authority of said firm as experts in auditing and accounting.
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LEGAL MATTERS
The validity of the Preferred Stock will be passed upon for Comerica by
Bodman, Longley & Dahling LLP, Detroit, Michigan. As of May 20, 1996,
approximately 62,269 shares of Comerica's Common Stock, $5 par value, were
beneficially owned by the attorneys in the firm of Bodman, Longley & Dahling
LLP.
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