EXHIBIT 99.4
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
1
[Comerica Logo] [Imperial Logo]
This presentation and the oral statements relating to this presentation (the
"Presentation") contain certain forward looking statements that are based on the
beliefs of Comerica's and Imperial's management as well as assumptions made by
and information currently available to Comerica's and Imperial's management.
Such statements reflect the view of Comerica's and Imperial's management, as of
the date of preparation of this Presentation, with respect to future events and
are subject to risks and uncertainties, such as changes in Comerica's and
Imperial's plans, objectives, expectations and intentions and do not purport to
speak as of any other date. Should one or more of these risk materialize or
should underlying assumptions prove incorrect, the company's actual results
could differ materially from those discussed in this Presentation. Factors that
could cause or contribute to such differences are changes in interest rates,
changes in the industries where Comerica and Imperial have a concentration of
loans, changes in the level of fee revenues, the impact of Internet banking, the
entry of new competitors into the banking industry as a result of the enactment
of the Gramm-Leach-Billey Act on 1999, economic conditions, continuing
consolidations in the banking industry, and other factors discussed in
Comerica's and Imperial's filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date they are made. Comerica and
Imperial do not undertake to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements
are made.
2
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
3
[Comerica Logo] [Imperial Logo]
A SUPERB STRATEGIC FIT
o Leverage complementary strengths in corporate banking
o Expand presence in high growth California market
o Gain leadership position in Emerging Growth business niche
o Low risk execution
o Financially attractive to shareholders
THE PREEMINENT BUSINESS BANK
4
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
o 6th largest commercial bank in California
o $7.4 billion of assets
o Small and mid sized business focus
o Developed niche markets
- Emerging growth
- Entertainment
- Residential tract lending
- Title / Escrow
- SBA
o Exceptional core funded position
5
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
Loans
- -----
1996 = $2.0 billion
1997 = $2.7 billion
1998 = $3.4 billion
1999 = $3.5 billion
---
====
CAGR = 21.9%
====
9/30/99 = $3.6 billion
---
9/30/00 = $4.2 billion
Deposits
- --------
1996 = $3.0 billion
1997 = $4.2 billion
1998 = $5.6 billion
1999 = $5.9 billion
====
CAGR = 22.9%
====
9/30/99 = $5.7 billion
9/30/00 = $6.5 billion
6
[Comerica Logo] [Imperial Logo]
IMPERIAL BANCORP
Net Income Growth
- -----------------
1995 = $15.0 million
1996 = $29.7 million
1997 = $41.3 million
1998 = $57.1 million
1999 = $62.2 million
====
CAGR = 44%
====
9/30/99 = $48.9 million
9/30/00 = $63.0 million
Normal and Income from Continuing Operation (Source: Imperial Annual Report)
7
[Comerica Logo] [Imperial Logo]
LEVERAGING COMPLEMENTARY STRENGTHS
o Commercial & Industrial Lending
- #4 in California
o SBA Lending
- #1 in California, Top 5 Nationally
o Specialty Deposits (title/escrow)
- #1 in California, Top 5 Nationally
o Entertainment Lending
- #1 in California, Top 5 Nationally
o Emerging Growth Lending
- #2 in California and Nationally
8
[Comerica Logo] [Imperial Logo]
STRONG CREDIT QUALITY FOCUS
o Focus on granularity
- Average loan size:
CMA $5MM
IMP $3.5MM
o Extensive credit training
o Integration of lending and credit
o Proactive credit administration process
- Constant vigilance, early resolution
o Strong combined credit ratios relative to peers
- 1.57% Reserve ratio
- 33 bps of NCOs
- 78 bps of NPAs
9
[Comerica Logo] [Imperial Logo]
LEADERSHIP POSITION IN EMERGING GROWTH BUSINESS
o Emerging Growth companies provide significant opportunities
- Tap tremendous liquidity of venture backed companies
- Participate in value creation of New Economy through warrant
positions.
- Cross-sell opportunity for Investment Management/Private Banking
- Create significant growth engine
10
[Comerica Logo] [Imperial Logo]
HIGH GROWTH MARKETS
[Map of United States]
11
[Comerica Logo] [Imperial Logo]
PREMIER CALIFORNIA FRANCHISE
[Map of California]
California Economics
- --------------------
o 3 of the top 10 US cities for employment and income growth
o Employment growth 50% higher than national rate
o #1 state for New Economy growth
12
[Comerica Logo] [Imperial Logo]
LOW RISK EXECUTION
o No Revenue Synergy Assumptions
o Conservative Cost Savings Assumptions
o Realistic Integration Timetable
o Extensive Due Diligence
- 80% of loan portfolio reviewed
- Team approach / Lenders & Credit
o Common Operating Platforms
o Small Relative Size
o 6th Bank Acquisition in the California Market since 1991
13
[Comerica Logo] [Imperial Logo]
WELL-POSITIONED FOR SUPERIOR FINANCIAL PERFORMANCE
Comerica Imperial Combined
- --------------------------------------------------------------------------------
Assets $41B $ 7B $48B
Loans $35B $ 4B $39B
Deposits $26B $ 7B $33B
Net Income (1) $740MM $84MM $824MM
- --------------------------------------------------------------------------------
As of 09/30/00 PERIOD END
(1) YTD Annualized
14
[Comerica Logo] [Imperial Logo]
COMBINED PERFORMANCE RATIOS
Comerica Imperial Combined
- --------------------------------------------------------------------------------
ROCE 21.3% 18.2% 20.9%
ROA 1.89 1.41 1.83
Net Interest Margin 4.42 5.93 4.64
Fee Income Ratio 32.7 30.6 32.4
Efficiency Ratio 48.6 57.4 50.1
- --------------------------------------------------------------------------------
For the Quarter Ended September 30, 2000
15
[Comerica Logo] [Imperial Logo]
TRANSACTION TERMS
Structure: Pooling-of-Interests
Tax-free exchange
Fixed Exchange Ratio: 0.46 Comerica share for each Imperial share outstanding
Price: $27.74 per share based on Comerica's close on 10/31/00
of $60.31
Transaction Value: $1.3 Billion
Option: Option agreement for 19.9% of Imperial in place
Dividend: $1.60 annual / per share
Anticipated Closing: 1Q2001
Anticipated Integration: Full integration by 1Q2002
16
[Comerica Logo] [Imperial Logo]
TRANSACTION TERMS
Cost Savings: Approximately $60MM, or 20% of Imperial's
expense base, phased in 50% in 2001, 100% in 2002
Ownership Split: Comerica 88%, Imperial 12%
Management: George L. Graziadio, Jr.
- Chairman, Comerica Bank CA
J. Michael Fulton
- President & CEO, Comerica Bank CA
Norman P. Creighton
- Vice Chairman, Comerica Bank CA
17
[Comerica Logo] [Imperial Logo]
Transaction multiples at $60.31 per share compare favorably to those found in
similar transactions:
Comparable
Transaction Transaction
Multiples(1) Multiples(1)(2)
- --------------------------------------------------------------------------------
Price as a multiple to:
2000E EPS 15.8X 20.2X
Book Value 2.40% 241%
Tangible Book Value 2.41% 246%
Market Premium 14% 24%
- --------------------------------------------------------------------------------
(1) Based on Comerica's closing price of $60.31 as of October 31, 2000.
(2) California transactions since 1999.
NOTE: EPS estimates based on First Call
18
[Comerica Logo] [Imperial Logo]
EXPECTED COST SAVINGS (50% IN Y1, 100% IN Y2)
Cost
Savings
- --------------------------------------------------------------------------------
Major Business Lines $ 4MM
Systems & Operations $36MM
G&A / Other $20MM
Total Pre-Tax $60MM
- --------------------------------------------------------------------------------
19
[Comerica Logo] [Imperial Logo]
ESTIMATED MERGER RELATED CHARGES
Total
- --------------------------------------------------------------------------------
Employee Related $50
Conforming Policies and Balance Sheet 46
Restructuring
Facilities and Operations 20
Other 29
-- --
Total Pre-Tax Merger Related Charges 145
Total After-Tax Merger Related Charges $105
- --------------------------------------------------------------------------------
20
[Comerica Logo] [Imperial Logo]
ACCRETION SUMMARY - 0.46 EXCHANGE RATIO
- --------------------------------------------------------------------------------
2001 2002
Comerica Projected EPS(1) $5.08 $5.59
Projected Accretion 0% 5%
Cost Savings (2) 10% 20%
EPS after Cost Savings $5.08 $5.84
EPS Growth 10% 15%
(1) EPS projections based on First Call estimates in 2001 and 2002.
(2) Cost savings equal to 20% of Imperial's expense base and are phased in 50%
in 2001, 100% in 2002. Cost savings are also net of cost of financing
restructuring charge.
21
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
22
[Comerica Logo] [Imperial Logo]
SUMMARY
o Strategically Compelling
- Creates skill and scale
- Leverages complementary strengths in business banking
- Expands presence in high-growth California market
- Gain leadership position in emerging growth business nationally
o Low execution risk / highly achievable
o Financially Attractive to Shareholders of both Companies
- Accretive in year two
- Superior financial performance
- Conservative assumptions
23
[Comerica Logo] [Imperial Logo]
APPENDIX
- --------------------------------------------------------------------------------
24
[Comerica Logo] [Imperial Logo]
COMPARATIVE PERFORMANCE DATA
$ in Millions
Comerica Imperial Combined
- --------------------------------------------------------------------------------
Net Interest Income, FTE $416 $90 506
Provision 24 19 43
Non-Interest Income 202 40 242
Non-Interest Expense 302 74 376
Net Income 192 23 215
Return on Assets 1.89% 1.41% 1.83%
Return on Common Equity 21.3 18.2 20.9
Net Interest Margin 4.42 5.93 4.64
Efficiency Ratio 48.6 57.4 50.1
Fee Income/Total Revenue 32.7 30.6 32.4
- --------------------------------------------------------------------------------
For the Quarter ended September 30, 2000
25
[Comerica Logo] [Imperial Logo]
LOAN PORTFOLIO COMPOSITION
Comerica
- --------
Consumer = 4.1%
Residential Mtg. = 2.5%
Middle Market = 64.1%
Large Corp. = 16.1%
International = 7.5%
Private Banking = 3.1%
Small Business = 2.6%
Imperial
- --------
Consumer = 1.0% Small
Business = 2.0% Large
Corporate = 9.0%
Middle Market = 88.0%
09/30/00 YTD Average Loans
26
[Comerica Logo] [Imperial Logo]
COMBINED LOAN PORTFOLIO COMPOSITION
Residential Mtg. = 2.2%
Consumer = 3.7%
Small Business = 2.6%
Private Banking = 2.7%
International = 6.7%
Large Corporate = 15.3%
Middle Market = 66.8%
Commercial 94%
Consumer 6%
09/30/00 YTD Average Loans
27
[Comerica Logo] [Imperial Logo]
LOAN COMPOSITION
$ in billions
Comerica Imperial Combined
------------------- -------------------- -----------------
Amount % Amount % Amount %
- --------------------------------------------------------------------------------
Commercial $25.37 73% $3.80 85% $29.17 74%
Commercial RE 7.18 21 .65 14 7.83 20
Consumer 1.40 4 .04 1 1.44 4
Residential Mortgage .83 2 .00 0 .83 2
------ ----- ------
Total $34.78 100% $4.49 100% $39.27 100%
Loan Portfolio Yield 9% 9% 9%
- --------------------------------------------------------------------------------
Quarterly Averages as of September 30, 2000
28
[Comerica Logo] [Imperial Logo]
DEPOSIT COMPOSITION
Comerica
Savings = 5.4%
Foreign = 2.2%
Money Mkt/NOW = 31.1%
CD's = 35.5%
Non-Interest Bearing = 25.8%
Imperial
Savings = 0.5%
Non-Int Bearing = 48.1%
CD's = 30.2%
Money Market/NOW = 21.2%
As of 09/30/00
29
[Comerica Logo] [Imperial Logo]
COMBINED DEPOSIT COMPOSITION
Foreign = 1.8%
Savings = 4.5%
CDs = 34.5%
Non-Interest Bearing = 29.9%
Money Market/NOW = 29.3%
As of 09/30/00
30
[Comerica Logo] [Imperial Logo]
DEPOSIT COMPOSITION
$ in millions
Comerica Imperial Combined
-------------------- ----------------- -----------------
% of % of % of
Balance Total Balance Total Balance Total
- --------------------------------------------------------------------------------
Non-interest bearing $6.5 26% $2.7 48% $9.2 30%
Interest Bearing:
Money Market / NOW 7.8 31% 1.2 21% 9.0 29%
Savings 1.4 6 0.0 0 1.4 5
Time 9.5 37 1.7 31 11.2 36
--- --- ----
Total interest bearing $18.7 74% $2.9 52% $21.6 70%
Total Deposits $25.2 $5.6 $30.8
===== ==== =====
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Quarterly Averages as of September 30, 2000
31
[Comerica Logo] [Imperial Logo]
CREDIT QUALITY
$ in millions
Comerica Imperial Combined
- --------------------------------------------------------------------------------
Total Loans $35,035 $4,142 $39,177
Non-performing Loans 236 66 302
Non-performing Assets 241 67 307
Loan Loss Reserve 524 90 614
NPLs/Loans 0.67% 1.60% .77%
NPAs/Assets 0.59% 0.90% 0.64%
NCOs/Avg. Loans 0.24% 1.12% 0.33%
Reserves/Loans 1.49% 2.18% 1.57%
Reserves/NPLs 222% 136% 203%
Reserves/NPAs 218% 135% 200%
- --------------------------------------------------------------------------------
Quarter Ended September 30, 2000 (P/E)
32
[Comerica Logo] [Imperial Logo]
A Superb Strategic Fit:
The Preeminent
Business Bank
[Comerica Logo]
November 1, 2000
33