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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 8, 2001
COMERICA INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10706 38-1998421
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(State or other jurisdiction of (Commission File Number) (IRS Employer 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 5. OTHER EVENTS
The registrant previously reported the registrant's merger of Imperial
Bancorp, with and into Comerica Holdings Incorporated, a wholly-owned subsidiary
of the registrant, on January 29, 2001 in a transaction accounted for by the
pooling of interests method. On April 27, 2001, the registrant filed a Current
Report on Form 8-K (the "April 27 8-K"), including Exhibit 99 thereto,
containing restated financial statements of the registrant, prepared in
accordance with Regulation S-X, reflecting this merger.
This Current Report on Form 8-K amends the April 27 8-K to provide a
Financial Review and Report (Management's Discussion and Analysis of Financial
Condition and Results of Operations) with respect to the restated financial
statements. The registrant has re-filed Exhibit 99, the restated financial
statements, as Exhibit 99.1 to this 8-K amendment, for convenient reference.
There are no changes in the restated financial statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits.
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
99.1 The following restated audited financial statements
of the registrant, prepared in accordance with
Regulation S-X to reflect the merger of Imperial
Bancorp with and into Comerica Holdings Incorporated,
a wholly-owned subsidiary of the registrant: -
Consolidated Balance Sheets as of December 31, 2000
and 1999. - Consolidated Statements of Income for
each of the years in the three-year period ended
December 31, 2000. - Consolidated Statements of
Changes in Shareholders' Equity for each of the years
in the three-year period ended December 31, 2000. -
Consolidated Statements of Cash Flows for each of the
years in the three-year period ended December 31,
2000. - Notes to the Consolidated Financial
Statements. - Report of Independent Auditors (Ernst &
Young LLP). - Report of Independent Auditors (KPMG
LLP).
99.2 Financial Review and Report.
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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. Yonkman
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Name: Mark W. Yonkman
Title: First Vice President, Assistant Secretary, and General
Counsel - Investment Bank and Corporate Finance
June 8, 2001
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EXHIBIT INDEX
Exhibit No. Description
23.1 Consent of Ernst & Young LLP
23.2 Consent of KPMG LLP
99.1 The following restated audited financial statements
of the registrant, prepared in accordance with
Regulation S-X to reflect the merger of Imperial
Bancorp with and into Comerica Holdings Incorporated,
a wholly-owned subsidiary of the registrant: -
Consolidated Balance Sheets as of December 31, 2000
and 1999. - Consolidated Statements of Income for
each of the years in the three-year period ended
December 31, 2000. - Consolidated Statements of
Changes in Shareholders' Equity for each of the years
in the three-year period ended December 31, 2000. -
Consolidated Statements of Cash Flows for each of the
years in the three-year period ended December 31,
2000. - Notes to the Consolidated Financial
Statements. - Report of Independent Auditors (Ernst &
Young LLP). - Report of Independent Auditors (KPMG LLP).
99.2 Financial Review and Report.