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): January 29, 2001
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)
ITEM 5. OTHER EVENTS
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On January 29, 2001, Imperial Bancorp, a California corporation
("Imperial"), merged with and into Comerica Holdings Incorporated, a Delaware
corporation and a wholly owned subsidiary of Comerica Incorporated, a Delaware
corporation ("Comerica"). As a result of that merger, each common share of
Imperial outstanding immediately prior to the effective time of the merger was
converted into the right to receive 0.46 shares of common stock, par value $5.00
per share, of Comerica, with cash to be paid in lieu of fractional shares, and
all rights with respect to Imperial common shares pursuant to Imperial stock
options outstanding at such effective time were converted into and became rights
with respect to Comerica common stock on terms adjusted to reflect the 0.46
exchange ratio.
The Merger is being accounted for under the "pooling-of-interests" method
of accounting and a "reorganization" under the Internal Revenue Code of 1986, as
amended.
A copy of the press release of January 30, 2001, regarding the merger is
attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits.
99.1 Press release, dated January 30, 2001, issued by Comerica
Incorporated.
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/ George W. Madison
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Name: George W. Madison
Title: Executive Vice President, General
Counsel and Corporate Secretary
Date: January 30, 2001
EXHIBIT INDEX
99.1 Press release, dated January 30, 2001, issued by
Comerica Incorporated.