SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 31, 2000
COMERICA INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10706 38-1998421
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
Comerica Tower at Detroit Center
500 Woodward Avenue, MC 3391
Detroit, Michigan 48226
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(Address of principal executive offices) (zip code)
(800) 521-1190
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(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Agreement and Plan of Merger, dated as of October 31, 2000, by
and among Imperial Bancorp, Comerica Incorporated and Comerica
Holdings Incorporated.
99.2 Stock Option Agreement, dated as of October 31, 2000, by and
between Imperial Bancorp and Comerica Incorporated.
99.3 Joint press release, dated November 1, 2000, issued by Comerica
Incorporated and Imperial Bancorp.
99.4 Investor Presentation Materials, dated November 1, 2000,
regarding the Merger.
ITEM 9. REGULATION FD DISCLOSURE
Comerica Incorporated, a Delaware corporation ("Comerica"), and Imperial
Bancorp, a California corporation ("Imperial"), have entered into an Agreement
and Plan of Merger, dated as of October 31, 2000 (the "Merger Agreement"), a
copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference. The Merger Agreement provides for the merger of Imperial with and
into a wholly owned subsidiary of Comerica (the "Merger"). The Merger is
expected to be accounted for under the "pooling-of-interests" method of
accounting and a "reorganization" under the Internal Revenue Code of 1986, as
amended.
At the effective time of the Merger, each common share of Imperial
("Imperial Common Share") outstanding immediately prior to the effective time of
the Merger will be converted into 0.46 shares (the "Exchange Ratio") of common
stock, par value $5.00 per share, of Comerica ("Comerica Common Stock"). At the
effective time of the Merger, all rights with respect to Imperial Common Shares
pursuant to stock options outstanding at such effective time, whether or not
then exercisable, shall be converted into and shall become rights with respect
to Comerica Common Stock on otherwise substantially similar terms, adjusted to
reflect the Exchange Ratio.
Consummation of the Merger is subject to a number of conditions, including
(1) the approval of the principal terms of the Merger Agreement by the
shareholders of Imperial entitled to vote thereon, (2) receipt of all requisite
governmental approvals (including the approval of the Board of Governors of the
Federal Reserve System), and (3) certain other customary conditions.
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In connection with the Merger Agreement, Imperial and Comerica entered
into an agreement (the "Stock Option Agreement") pursuant to which Imperial has
granted Comerica an irrevocable option (the "Option") to purchase, under certain
circumstances, up to 8,600,000 fully paid and nonassessable Imperial
Common Shares at a price of $24.81 per share, subject to certain adjustments, a
copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by
reference. Under certain circumstances, Imperial may be required to repurchase
the Option or the shares acquired pursuant to the exercise of the Option;
alternatively, the Option could be surrendered, together with any shares
purchased under the Option, in exchange for a cash payment of $43 million. The
Stock Option Agreement limits Comerica's Total Profit (as defined in the Stock
Option Agreement) to not more than $61 million.
A copy of the joint press release of November 1, 2000, regarding the
Merger is attached as Exhibit 99.3 hereto and is hereby incorporated herein by
reference.
A copy of the presentation to investors, dated November 1, 2000,
regarding the Merger is attached as Exhibit 99.4 hereto and is hereby
incorporated by reference herein.
The exhibits to this current report on Form 8-K contain forward looking
statements with respect to the financial conditions, results of operations and
businesses of each of Comerica and Imperial and, assuming the consummation of
the Merger, a combined Comerica/Imperial including statements relating to: (a)
the cost savings and accretion to reported earnings that will be realized from
the Merger; (b) the impact on revenues of the Merger, and (c) the restructuring
charges expected to be incurred in connection with the Merger. These forward
looking statements involve certain risks and uncertainties. Factors that may
cause actual results to differ materially from those contemplated by such
forward looking statements include, among others, the following possibilities:
(1) expected cost savings from the Merger cannot be fully realized or realized
within this expected time-frame; (2) revenues following the Merger are lower
than expected; (3) competitive pressure among financial services companies
increases significantly; (4) costs or difficulties related to the integration of
the businesses of Comerica and Imperial are greater than expected; (5) changes
in the interest rate environment reduce interest margins; (6) general economic
conditions, either internationally or nationally or in the states in which the
combined company will be doing business, are less favorable than expected; or
(7) legislation or regulatory requirements or changes adversely affect the
businesses in which the combined company would be engaged.
Such forward-looking statements speak only as of the date on which such
statements were made, and Comerica undertakes no obligation to update any
forward-looking statement to reflect events or circumstances after the date on
which any such statement is made to reflect the occurrence of unanticipated
events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunder duly authorized.
COMERICA INCORPORATED
By: /s/ Mark W. Yonkmen
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Name: Mark W. Yonkman
Title: First Vice President, Assistant
General Counsel and Assistant
Secretary
Date: November 2, 2000
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EXHIBIT INDEX
99.1 Agreement and Plan of Merger, dated as of October 31, 2000, by and
among Imperial Bancorp, Comerica Incorporated and Comerica Holdings
Incorporated.
99.2 Stock Option Agreement, dated as of October 31, 2000, by and between
Imperial Bancorp and Comerica Incorporated.
99.3 Joint press release, dated November 1, 2000, issued by Comerica
Incorporated and Imperial Bancorp.
99.4 Investor Presentation Materials, dated November 1,
2000, regarding the Merger.
