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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 38-1998421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
One Detroit Center
500 Woodward Avenue, 31st Floor
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
COMERICA INCORPORATED PREFERRED SAVINGS PLAN
(Full title of the Plan)
GEORGE W. MADISON
Executive Vice President, General Counsel and Corporate Secretary
Comerica Incorporated
One Detroit Center
500 Woodward Avenue, 33st Floor
Detroit, Michigan 48226
(Name and address of agent for service)
(313) 222-3300
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
unit (2) price (2)
---------------------- -------------- ------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock
$5.00 par value 3,000,000 shares $49.03 $147,090,000 $38,831.76
---------------------- -------------- ------------------ ------------------- -----------------
Share Purchase
Rights (3) None (4)
---------------------- -------------- ------------------ ------------------- -----------------
</TABLE>
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement shall also be deemed to cover any additional securities
to be offered or issued in connection with the provisions of the above-
referenced plan which provide for adjustments in the amount of securities to be
offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the
per share and aggregate offering price are based upon the average of the high
and low sales prices of the shares of Common Stock as reported on the New York
Stock Exchange Composite Tape on November 28, 2000 ($49.03 per share).
(3) The Share Purchase Rights are not presently separable from the
shares of Common Stock or exercisable. The number of Rights per share of Common
Stock is subject to adjustment in the event of stock splits, stock-on-stock
dividends or similar events. Currently, each share of Common Stock carries one
Right.
(4) No separate consideration will be received for the rights.
Explanatory Note
This Registration Statement is solely for the registration of
additional shares of common stock of Comerica Incorporated for issuance under
the Comerica Incorporated Preferred Savings Plan (the "Plan"). Therefore,
pursuant to General Instruction E to Form S-8, the contents of the earlier
registration statement relating to the Plan (No. 333-24567) are incorporated by
reference into this Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT INDEX
The following documents are attached hereto or incorporated herein by
reference as exhibits to this registration statement:
Item 601 Regulation S-K
Exhibit Reference
Number Description of Document
4(a) Restated Certificate of Incorporation of Comerica
Incorporated, as amended (incorporated herein by reference to
exhibit 3.1 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996 - Commission File Number 0-
7269).
4(b) Amended and restated bylaws of Comerica Incorporated
(incorporated herein by reference to exhibit to 3.2 to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 - Commission File Number 001-10706).
4(c) Rights Agreement between Comerica Incorporated and Comerica
Bank (incorporated herein by reference to Registrant's Form
8-K dated June 18, 1996, Commission File Number 0-7269).
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4(d) Specimen of certificate for registrant's common stock, $5.00
par value (incorporated herein by reference to Exhibit 4(a) of
Registrant's Registration statement on Form S-3 dated May 29,
1991, Commission File Number 33-40921).
5 Opinion and Consent of Mark W. Yonkman as to the legality of
the securities being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
23(b) Consent of Mark W. Yonkman, legal counsel (contained in
Exhibit 5).
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10 (a) (3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs A(l)(i) and A(l)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
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(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Detroit, State of Michigan, on November 28, 2000.
COMERICA INCORPORATED
/s/ Eugene A. Miller
-----------------------------------------------------
Eugene A. Miller
Chairman, President and Chief Executive Officer
/s/ Ralph W. Babb Jr.
-----------------------------------------------------
Ralph W. Babb Jr.
Vice Chairman and Chief Financial Officer
/s/ Marvin J. Elenbaas
-----------------------------------------------------
Marvin J. Elenbaas
Senior Vice President and Controller
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ Lillian Bauder
-----------------------------------------------------
Lillian Bauder
Director
November 28, 2000
/s/ James F. Cordes
-----------------------------------------------------
James F. Cordes
Director
November 28, 2000
/s/ Peter D. Cummings
-----------------------------------------------------
Peter D. Cummings
Director
November 28, 2000
/s/ J. Philip DiNapoli
-----------------------------------------------------
J. Philip DiNapoli
Director
November 28, 2000
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/s/ Anthony Earley, Jr.
-----------------------------------------------------
Anthony Earley, Jr.
Director
November 28, 2000
/s/ Max M. Fisher
-----------------------------------------------------
Max M. Fisher
Director
November 28, 2000
/s/ Roger Fridholm
-----------------------------------------------------
Roger Fridholm
Director
November 28, 2000
-----------------------------------------------------
Todd W. Herrick
Director
November 28, 2000
/s/ David Baker Lewis
-----------------------------------------------------
David Baker Lewis
Director
November 28, 2000
/s/ John D. Lewis
-----------------------------------------------------
John D. Lewis
Director
November 28, 2000
/s/ Wayne B. Lyon
-----------------------------------------------------
Wayne B. Lyon
Director
November 28, 2000
/s/ Eugene A. Miller
-----------------------------------------------------
Eugene A. Miller
Director
November 28, 2000
/s/ Alfred A. Piergallini
-----------------------------------------------------
Alfred A. Piergallini
Director
November 28, 2000
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/s/ Heinz C. Prechter
-----------------------------------------------------
Heinz C. Prechter
Director
November 28, 2000
/s/ John W. Porter
-----------------------------------------------------
John W. Porter
Director
November 28, 2000
/s/ Howard F. Sims
-----------------------------------------------------
Howard F. Sims
Director
November 28, 2000
-----------------------------------------------------
Robert S. Taubman
Director
November 28, 2000
/s/ William P. Vititoe
-----------------------------------------------------
William P. Vititoe
Director
November 28, 2000
/s/ Martin D. Walker
-----------------------------------------------------
Martin D. Walker
Director
November 28, 2000
/s/ Patricia M. Wallington
-----------------------------------------------------
Patricia M. Wallington
Director
November 28, 2000
/s/ Gail L. Warden
-----------------------------------------------------
Gail L. Warden
Director
November 28, 2000
/s/ Kenneth L. Way
-----------------------------------------------------
Kenneth L. Way
Director
November 28, 2000
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Exhibit Index
Exhibit No. Description
5 Opinion and Consent of Mark W. Yonkman as to the legality of the
securities being registered.
23(a) Consent of Ernst & Young LLP, independent auditors.
