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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMERICA CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware 38-6786257
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Woodward Avenue, Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file numbers to which this form relates:
333-63090
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered: class is to be registered:
7.60% Preferred Securities New York Stock Exchange
of Comerica Capital Trust I
Securities to be registered pursuant to Section 12(g) of the Act: None
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Item 1. Description of Registrant's Securities to be Registered.
This registration statement relates to 7.60% Preferred Securities
("Preferred Securities") in denominations of $25 per security, aggregate
liquidation amount of $250,000,000, of Comerica Capital Trust I (the
"Registrant"), a statutory business trust created under the laws of Delaware.
Each Preferred Security represents an undivided beneficial ownership interest in
the assets of Comerica Capital Trust I and are guaranteed by Comerica
Incorporated, a Delaware corporation, as Guarantor, to the extent set forth in
the Guarantee Agreement executed by Comerica Incorporated and Chase Manhattan
Trust Company, National Association, as Guarantee Trustee, a form of which is
incorporated herein by reference to Exhibit 4(b) to the Registration Statement
on Form S-3 (the "Registration Statement") of Comerica Incorporated, Comerica
Capital Trust I and Comerica Capital Trust II, filed with the Securities and
Exchange Commission (the "Commission") on June 15, 2001. The particular terms of
the Preferred Securities and the Guarantee are described in the prospectus dated
July 20, 2001, which forms a part of the Registration Statement (the
"Prospectus"), as such Prospectus is amended by the Prospectus Supplement dated
July 25, 2001. The Prospectus and the form of Guarantee are incorporated by
reference herein as set forth in Item 2 below. Such Prospectus as may hereafter
be amended or supplemented and filed as part of an amendment to the Registration
Statement or otherwise pursuant to Rule 424(b) under the Securities Act of 1933,
as amended, is hereby incorporated by reference.
Item 2. Exhibits
1. Prospectus pertaining to the offer and sale of the Preferred Securities,
which forms a part of, and is incorporated by reference to, the
Registration Statement.
2. Form of Indenture relating to the Junior Subordinated Debentures
(incorporated by reference to Exhibit 4(a) to the Registration
Statement; File No. 333-63090).
3. Form of Guarantee Agreement (incorporated by reference to Exhibit 4(b)
to the Registration Statement).
4. Form of Junior Subordinated Debenture (incorporated by reference to
Exhibit 4(c) to the Registration Statement).
5. Certificate of Trust of Comerica Capital Trust I (incorporated by
reference to Exhibit 4(d) to the Registration Statement).
6. Declaration of Trust of Comerica Capital Trust I (incorporated by
reference to Exhibit 4(f) to the Registration Statement).
7. Form of Amended and Restated Declaration of Trust (incorporated by
reference to Exhibit 4(h) to the Registration Statement).
8. Form of Preferred Security (incorporated by reference to Exhibit 4(i) to
the Registration Statement).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant and Comerica Incorporated have duly caused this
registration statement to be signed on their behalf by the undersigned, thereto
duly authorized.
COMERICA CAPITAL TRUST I
By: /s/ Ronald D. Marks
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Name: RONALD D. MARKS
Title: Administrative Trustee
COMERICA INCORPORATED
By: /s/ Mark W.Yonkman
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Name: MARK W. YONKMAN
Title: First Vice President, Assistant
Secretary and General Counsel - Corporate
Finance
Dated: July 27, 2001