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As filed with the Securities and Exchange Commission on May 22, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
FORM S-3
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)
COMERICA TOWER AT DETROIT CENTER
500 WOODWARD AVENUE, DETROIT, MI 48226
(313) 222-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MARK W. YONKMAN, ESQ.
VICE PRESIDENT
COMERICA INCORPORATED
500 WOODWARD AVENUE, 33RD FLOOR
DETROIT, MICHIGAN 48226
(313) 222-3432
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
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Copies to:
BARBARA A. BLUFORD, ESQ.
BODMAN, LONGLEY & DAHLING LLP
100 RENAISSANCE CENTER, 34TH FLOOR
DETROIT, MICHIGAN 48243
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this registration statement becomes effective as determined by
market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
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If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. /X/
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CALCULATION OF REGISTRATION FEE
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Title of Proposed
Securities Maximum Amount of
to be Aggregate Registration
Registered Offering Price Fee
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Subordinated
Debt Securities
Preferred Stock,
no par value
Total $600,000,000(1) $206,896.55
(1) In United States dollars or the equivalent thereof in any currency,
currency unit or units, or composite currency or currencies. The proposed
maximum aggregate offering price has been estimated solely for the
purpose of computing the registration fee pursuant to Rule 457 of the
Securities Act of 1933.
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EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: one to be
used in connection with the offering and sale of Subordinated Debt Securities,
and one to be used in connection with the offering and sale of Preferred Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED MAY 22, 1996
PROSPECTUS
[COMERICA LOGO]
COMERICA INCORPORATED
SUBORDINATED DEBT SECURITIES
Comerica Incorporated ("Comerica"), directly or through agents
designated from time to time, or through dealers or underwriters also to be
designated, may offer from time to time in one or more series of its unsecured
subordinated debt securities (the "Debt Securities"). The Debt Securities may
be offered, separately or together, in separate series in amounts, at prices
and on terms determined at the time of sale and set forth in one or more
supplements to this Prospectus (collectively, the "Prospectus Supplement").
Pursuant to the terms of the Registration Statement of which this Prospectus
forms a part, up to _____ shares of Comerica's preferred stock (the "Preferred
Stock" and, together with the Debt Securities, the "Securities") may also be
offered under the Registration Statement. In no event will the aggregate
initial offering price of the Debt Securities and Preferred Stock issued under
such Registration Statement exceed $600,000,000 (or its equivalent based upon
the applicable exchange rate at the time of the offering).
The specific designation, aggregate principal amount, maturity, rate
and time of payment of interest, if any, purchase price, any terms for
redemption, any mandatory or optional sinking fund or analogous provisions,
whether the Debt Securities are issuable in certificated or uncertificated
form, whether the Debt Securities initially will be represented by a single
global debt security and the agents, dealers or underwriters, if any, in
connection with the sale of the Debt Securities in respect of which this
Prospectus is being delivered will be set forth in an accompanying Prospectus
Supplement. The Prospectus Supplement will also contain information, where
applicable, concerning certain United States federal income tax considerations
relating to the Debt Securities covered by such Prospectus Supplement.
The Debt Securities may be offered by Comerica directly to purchasers,
through agents designated from time to time, through underwriting syndicates
led by one or more managing underwriters or through one or more underwriters
acting alone. If Comerica, directly or through agents, solicits offers to
purchase Debt Securities, Comerica reserves the sole right to accept and,
together with its agents, to reject in whole or in part any proposed purchase
of Debt Securities. Affiliates of Comerica may from time to time act as agents
or underwriters in connection with the sale of Debt Securities to the extent
permitted by applicable law. Comerica reserves the sole right to accept and,
together with its agents from time to time, to reject in whole or in part any
proposed purchase of Debt Securities to be made directly or through agents.
The Debt Securities will be subordinated to all present and future
Senior Indebtedness (as defined) of Comerica and, under certain circumstances,
to Other Financial Obligations (as defined) of Comerica. Payment of principal
of the Debt Securities may be accelerated only in the case of certain events of
bankruptcy or insolvency of Comerica. There is no right of acceleration in the
case of a default in the payment of the principal of, or any premium or
interest on, the Debt Securities or the performance of any agreement or
covenant of Comerica. See "Description of the Debt Securities".
THE DEBT SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARY OF COMERICA AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER GOVERNMENT ENTITY.
The Debt Securities will not be listed on any securities exchange, and
there can be no assurance that there will be a secondary market for the Debt
Securities or if such secondary market develops, the liquidity of the Debt
Securities in such secondary market.
This Prospectus may not be used to consummate sales of the Debt
Securities unless accompanied by a Prospectus Supplement. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular
Securities shall not constitute an offer in any jurisdiction of any of the
other Securities covered by this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is ______________ , 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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IN CONNECTION WITH ANY UNDERWRITTEN OFFERING OF THE DEBT SECURITIES, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE DEBT SECURITIES AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
If an agent of Comerica or a dealer or underwriter is involved in the
sale of the Debt Securities in respect of which this Prospectus is being
delivered, the agent's commission, dealer's purchase price, or underwriter's
discount will be set forth in, or may be calculated from, the Prospectus
Supplement and the net proceeds to Comerica from such sale will be the purchase
price of such Debt Securities less such commission in the case of an agent, the
purchase price of such Debt Securities in the case of a dealer or the public
offering price less such discount in the case of an underwriter, and less, in
each case, the other attributable issuance expenses. The aggregate proceeds to
Comerica from all the Debt Securities will be the purchase price of the Debt
Securities sold less the aggregate of agents' commissions and underwriters'
discounts and other expenses of issuance and distribution. See "Plan of
Distribution" for possible indemnification arrangements for the agents, dealers
and underwriters.
(ii)
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AVAILABLE INFORMATION
Comerica is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith Comerica files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, material filed by Comerica can be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
Comerica has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all the information set forth in the Registration Statement
and the exhibits thereto, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to said Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Comerica with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Comerica's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. Comerica's Quarterly Report on Form 10-Q for the period ended
March 31, 1996; and
3. Comerica's Registration Statement on Form 8-A dated March 4,
1991, as amended by an amendment on Form 8 dated November 1,
1991.
All documents filed by Comerica with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be made a part
hereof from their respective dates of filing. The documents incorporated by
reference or deemed to be incorporated by reference herein are sometimes
hereinafter called the "Incorporated Documents". Any statement contained herein
or in any Incorporated Documents shall be deemed to be modified or superseded
for all purposes of this Prospectus to the extent that a statement contained in
this Prospectus or in any subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
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The information relating to Comerica contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference
herein; accordingly, such information contained herein is qualified in its
entirety by reference to such documents and should be read in conjunction
therewith.
Comerica hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of any or all of
the Incorporated Documents, except exhibits that are specifically incorporated
by reference into the information that this Prospectus incorporates. Requests
for such copies should be directed to: Comerica Incorporated, 500 Woodward
Avenue, Detroit, Michigan 48226: Attention: Mark W. Yonkman, Vice President
(telephone (313) 222-3432).
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COMERICA
Comerica Incorporated ("Comerica" or the "Company") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of December 31, 1995,
Comerica owned directly or indirectly all the outstanding common stock (except
for directors' qualifying shares, where applicable) of nine banking and
forty-one non-banking subsidiaries. At December 31, 1995, Comerica had total
assets of approximately $35.5 billion, total deposits of approximately $23.2
billion, total loans (net of unearned income) of approximately $24.4 billion,
and shareholders' equity of approximately $2.6 billion. At December 31, 1995,
Comerica was the largest bank holding company headquartered in Michigan in
terms of both total assets and total deposits.
Comerica's executive offices are located at Comerica Tower at Detroit
Center, 500 Woodward Avenue, Detroit, Michigan 48226 and its telephone number
is (313) 222-4000.
Comerica has strategically focused its operations on three major lines of
business: the Business Bank, the Individual Bank and the Investment Bank.
The Business Bank is comprised of middle market lending, large corporate
banking, international financial services and institutional trust. This line of
business meets the needs of medium-size businesses, multinational corporations,
and governmental entities by offering various products and services, including
commercial loans and lines of credit, deposits, cash management, corporate and
institutional trust, international trade finance, letters of credit and foreign
exchange management services.
The Individual Bank includes consumer lending, consumer deposit gathering,
mortgage loan origination and servicing, small business banking, and private
banking. This line of business offers a variety of consumer products, including
deposit accounts, direct and indirect installment loans, credit cards, home
equity lines of credit and residential mortgage loans. In addition, a full
range of financial services is provided to local companies with annual sales
under $5 million, area merchants and municipalities. Private lending and
personal trust services are also provided to meet the personal financial needs
of affluent individuals (as defined by individual net income or wealth).
The Investment Bank is responsible for the sales of mutual fund and
annuity products, as well as life, disability, and long-term care insurance
products. This line of business also offers capital market products, manages
loan syndications and provides investment management and advisory services,
investment banking, and full and discount securities brokerage services.
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Comerica has strategically focused its lines of business in each of
Comerica's four primary geographic markets: Michigan, Texas, California and
Florida. Comerica pursues all three lines of business in Michigan, Texas and
California, and has focused on the Individual Bank in Florida.
REGULATORY MATTERS
GENERAL. Comerica is a bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As a bank holding company, Comerica's activities and those of its
banking and nonbanking subsidiaries are limited to the business of banking and
activities closely related or incidental to banking, and Comerica may not
directly or indirectly acquire the ownership or control of more than five
percent of any class of voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve
Board.
Comerica Bank is chartered by the State of Michigan and is supervised and
regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency
(the "OCC"). Comerica Bank-California is chartered and regulated by the State
of California. Comerica Bank & Trust, FSB is chartered under federal law and
subject to supervision and regulation by the Office of Thrift Supervision (the
"OTS"). Comerica Bank-Illinois is chartered by the State of Illinois and is
regulated by the State of Illinois Commissioner of Banks and Trust Companies.
Comerica Bank and Comerica Bank-Illinois are members of the Federal Reserve
System. State member banks are also regulated by the local Federal Reserve
Bank and state non-member banks are also regulated by the Federal Deposit
Insurance Corporation (the "FDIC"). Comerica Bank-Texas and Comerica
Bank-California are not members of the Federal Reserve System, and as such, are
also regulated by the FDIC. The FDIC also has back-up enforcement authority
with respect to the above banking subsidiaries. Comerica's banking
subsidiaries are also subject to requirements and restrictions under federal
and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be made and
the interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of Comerica's
banking subsidiaries.
Supervision and regulation of bank holding companies and their
subsidiaries is intended primarily for the protection of depositors, the
deposit insurance funds of the FDIC and the banking system as a whole, not for
the protection of bank holding company shareholders or creditors.
The following description summarizes some of the laws to which Comerica
and its banking subsidiaries are subject. To the extent statutory or
regulatory provisions or proposals are described, the description is qualified
in its entirety by reference to the particular statutory or regulatory
provisions or proposals.
REGULATORY RESTRICTIONS ON DIVIDENDS. It is the policy of the Federal
Reserve Board that bank holding companies should pay cash dividends on common
stock only out of income available over the past year and only if prospective
earnings retention is consistent with the organization's expected future needs
and financial condition. The policy provides that bank holding companies should
not maintain a level of cash dividends that undermines the bank holding
company's ability to serve as a source of strength to its banking subsidiaries.
Principal sources of revenues for Comerica are dividends received from its banks
and other subsidiaries.
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Each state bank that is a member of the Federal Reserve System and each
national bank is limited in the amount of dividends it may declare. Two
different calculations are performed to measure the amount of dividends that may
be paid: a recent earnings test and a cumulative net profit test. Under the
recent earnings test, a dividend may not be paid if the total of all dividends
declared by the bank in any calendar year is in excess of the current year's net
profits combined with the retained net profits of the two preceding years unless
the bank obtains the approval of the appropriate regulatory agency. Under the
cumulative net undivided profits test, a dividend may not be paid in excess of a
bank's cumulative net profits after deducting bad debts in excess of the reserve
for loan losses. Comerica's state bank subsidiaries that are not members of the
Federal Reserve System are also subject to limitations under state law regarding
the amount of earnings that may be paid out as dividends. In addition, the OTS
also limits the amount of earnings that may be paid out as dividends.
Under the foregoing dividend restrictions, at January 1, 1996 Comerica's
banking subsidiaries, without obtaining governmental approvals, could declare
aggregate dividends of approximately $279 million from retained net profits of
the preceding two years, plus an amount approximately equal to the net profits
(as measured under current regulations), if any, earned for the period from
January 1, 1996 through the date of declaration. Dividends paid to Comerica by
its subsidiary banks amounted to $184 million in 1995 and $293 million in 1994.
In addition, the federal regulatory agencies are authorized to prohibit a
banking institution or bank holding company from engaging in an unsafe or
unsound banking practice. Depending upon the circumstances, the agencies could
take the position that paying a dividend would constitute an unsafe or unsound
banking practice.
HOLDING COMPANY STRUCTURE. Comerica's banking subsidiaries are subject to
restrictions under federal law which limit certain transactions by each of them
with Comerica and its nonbanking subsidiaries, including loans, other extensions
of credit, investments or asset purchases. Such transactions by any banking
subsidiary with Comerica or any of its nonbanking subsidiaries are limited in
amount to ten percent of such banking subsidiary's capital and surplus and, with
respect to Comerica and all of its nonbanking subsidiaries together, to an
aggregate of twenty percent of such banking subsidiary's capital and surplus.
Furthermore, such loans and extensions of credit, as well as certain other
transactions, are required to be secured in specified amounts. These and
certain other transactions, including any payment of money to Comerica, must be
on terms and conditions that are or in good faith would be offered to
nonaffiliated companies.
Because Comerica is a legal entity separate and distinct from its
subsidiaries, its right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a
liquidation or other resolution of an insured depository institution, the
claims of depositors and other general or subordinated creditors are entitled
to a priority of payment over the claims of holders of any obligation of the
institution to its shareholders, including any depository institution holding
company (such as Comerica) or any shareholder or creditor thereof.
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CROSS-GUARANTY AND HOLDING COMPANY LIABILITY. A depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to a commonly controlled depository institution in danger
of default. Each of Comerica's banking subsidiaries is a commonly controlled
depository institution for this purpose. Cross-guarantee liability may result
in the ultimate failure or insolvency of other insured depository institutions
in a holding company structure. Any obligation or liability owed by a banking
subsidiary to its parent company or any of the banking subsidiary's other
affiliates is subordinate to the banking subsidiary's cross-guarantee liability.
Under Federal Reserve Board policy, a bank holding company is expected to
act as a source of financial strength to each of its banking subsidiaries
and commit resources to their support. Such support may be required at times
when, absent this Federal Reserve Board policy, a holding company may not be
inclined to provide it. As discussed below under "Prompt Corrective Action," a
bank holding company in certain circumstances could be required to guarantee
the capital plan of an undercapitalized banking subsidiary.
In the event of a bank holding company's bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is
required to cure immediately any deficit under any commitment by the debtor
holding company to any of the federal banking agencies to maintain the capital
of an insured depository institution, and any claim for breach of such
obligation will generally have priority over most other unsecured claims.
PROMPT CORRECTIVE ACTION. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), the federal banking agencies must take
prompt supervisory and regulatory actions against undercapitalized depository
institutions. Depository institutions are assigned one of five capital
categories: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized," and
subjected to differential regulation corresponding to the capital category
within which the institution falls. Under certain circumstances, a well
capitalized, adequately capitalized or undercapitalized institution may be
treated as if the institution were in the next lower capital category. A
depository institution is generally prohibited from making capital distributions
(including paying dividends) or paying management fees to a holding company if
the institution would thereafter be undercapitalized. Adequately capitalized
institutions cannot accept, renew or roll over brokered deposits except with a
waiver from the FDIC, and are subject to restrictions on the interest rates that
can be paid on such deposits. Undercapitalized institutions may not accept,
renew, or roll over brokered deposits.
The banking regulatory agencies are permitted or, in certain cases,
required to take certain actions with respect to institutions falling within one
of the three undercapitalized categories. Depending on the level of an
institution's capital, the agency's corrective powers include, among other
things: prohibiting the payment of principal and interest on subordinated debt;
prohibiting the holding company from making distributions without prior
regulatory approval; placing limits on asset growth and restrictions on
activities; placing additional restrictions on transactions with affiliates;
restricting the interest rate the institution may pay on deposits; prohibiting
the institution from accepting deposits from correspondent banks; and in the
most severe cases, appointing a conservator or receiver for the institution. A
banking institution that is undercapitalized is required to submit a capital
restoration plan, and such a plan will not be accepted unless, among other
things, the banking institution's holding company guarantees the plan up to a
certain specified amount. Any such guarantee from a depository institution's
holding company is entitled to a priority of payment in bankruptcy. As of
December 31, 1995, all of Comerica's banking subsidiaries exceeded the required
capital ratios for classification as "well capitalized." See "Capital Adequacy."
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CAPITAL ADEQUACY. The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies. The minimum ratio of total capital to
risk-weighted assets (which are the credit risk equivalents of balance sheet
assets and certain off balance sheet items such as standby letters of credit) is
8.00 percent. At least half of the total capital must be composed of common
stockholders' equity (including retained earnings), qualifying non-cumulative
perpetual preferred stock (and, for bank holding companies only, a limited
amount of qualifying cumulative perpetual preferred stock), and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill,
other disallowed intangibles and disallowed deferred tax assets, among other
items ("Tier 1 capital"). The remainder may consist of a limited amount of
subordinated debt, other perpetual preferred stock, hybrid capital instruments,
mandatory convertible debt securities that meet certain requirements, as well as
a limited amount of reserves for loan losses ("Tier 2 capital"). The Federal
Reserve Board has also adopted a minimum leverage ratio for bank holding
companies, requiring Tier 1 capital of at least 3.00 percent of average total
consolidated assets.
The OCC, the FDIC, the Federal Reserve Board, and the OTS have also
established risk-based and leverage capital guidelines for banking
institutions. These regulations are generally similar to those established by
the Federal Reserve Board for bank holding companies.
The federal banking agencies' risk-based and leverage ratios are minimum
supervisory ratios generally applicable to banking organizations that meet
certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to
operate with capital positions well above the minimum ratios. The federal bank
regulatory agencies may set capital requirements for a particular banking
organization that are higher than the minimum ratios when circumstances warrant.
Federal Reserve Board guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets. In addition, the regulations
of the Federal Reserve Board provide that concentration of credit risk and
certain risks arising from nontraditional activities, as well as an
institution's ability to manage these risks, are important factors to be taken
into account by regulatory agencies in assessing an organization's overall
capital adequacy.
The Federal Reserve Board and the other federal banking agencies recently
adopted amendments to their risk-based capital regulations to provide for the
consideration of interest rate risk in the agencies' determination of a banking
institution's capital adequacy. The amendments require such institutions to
effectively measure and monitor their interest rate risk and to maintain
capital adequate for that risk. The agencies have also issued for comment a
joint policy statement that describes a framework that may be used by the
agencies to measure and monitor an institution's level of interest rate risk in
the assessment of a banking institution's capital adequacy. The agencies plan
at some future date to propose the establishment of an explicit minimum capital
requirement to account for interest rate risk.
As discussed below under "Enforcement Powers," failure to meet the minimum
regulatory capital requirements could subject a banking institution to a
variety of enforcement remedies available to federal regulatory authorities,
including, in the most severe cases, the termination of deposit insurance by
the FDIC and placing the institution into conservatorship or receivership.
As of December 31, 1995, Comerica exceeded the minimum ratio of total capital
to risk-weighted assets and the minimum leverage ratio for bank holding
companies.
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ENFORCEMENT POWERS OF THE FEDERAL BANKING AGENCIES. The Federal
Reserve Board and the other federal banking agencies have broad enforcement
powers, including the power to terminate deposit insurance, impose substantial
fines and other civil and criminal penalties and appoint a conservator or
receiver. Failure to comply with applicable laws, regulations and supervisory
agreements could subject Comerica or its banking subsidiaries, as well as
officers, directors and other institution-affiliated parties of these
organizations, to administrative sanctions and potentially substantial civil
money penalties. In addition to the grounds discussed under "Prompt Corrective
Action," the appropriate federal banking agency may appoint the FDIC as
conservator or receiver for a banking institution (or the FDIC may appoint
itself, under certain circumstances) if any one or more of a number of
circumstances exist, including, without limitation, the fact that the banking
institution is undercapitalized and has no reasonable prospect of becoming
adequately capitalized; fails to become adequately capitalized when required to
do so; fails to submit a timely and acceptable capital restoration plan; or
materially fails to implement an accepted capital restoration plan.
FDIC INSURANCE ASSESSMENTS. The deposits of all the banking subsidiaries
are insured by the Bank Insurance Fund (the "BIF") of the FDIC to the extent
provided by law, except that the deposits of Comerica Bank & Trust, FSB and
certain deposits of other banking subsidiaries that were acquired from
insolvent savings associations are insured by the FDIC's Savings Association
Insurance Fund (the "SAIF").
The FDIC has adopted a risk-based assessment system under which the
assessment rate for an insured depository institution varies according to the
level of risk involved in its activities. Under this risk-based insurance
system, effective January 1, 1996, the rate assessed for each of Comerica's
BIF-insured banking subsidiaries decreased from 4 cents per $100 of eligible
deposits to zero, subject to a minimum assessment of $2,000 per institution per
year.
Most thrift institutions are insured by the SAIF of the FDIC and are
currently assessed deposit insurance premiums higher than those assessed
against most BIF institutions. The deposits held by Comerica's federal savings
bank in Florida, as well as SAIF-insured deposits that were acquired from
insolvent savings associations by Comerica's subsidiary banks, are subject to
this higher premium.
In response to concerns that this insurance premium disparity would have a
negative effect on SAIF-insured institutions and the SAIF, Congress recently
passed legislation that would have, among other things, eliminated the deposit
insurance premium disparity and utilized BIF assessments to help fund debt
service on certain Financing Corporation (FICO) bonds, which could have resulted
in higher insurance premiums for BIF-insured institutions. This legislation was
vetoed by President Clinton in December 1995, but could reappear in subsequent
legislation. In addition, other bills to eliminate the BIF-SAIF assessment
disparity have been introduced in Congress. It cannot be predicted whether,
when or in what form any such legislation will be enacted, or what effect such
legislation will have on Comerica's banking subsidiaries.
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CONTROL ACQUISITIONS. The Change in Bank Control Act (the "CBCA") prohibits
a person or group of persons from acquiring "control" of a bank holding company
unless the Federal Reserve Board has been notified and has not objected to the
transaction. Under a rebuttable presumption established by the Federal Reserve
Board, the acquisition of 10% or more of a class of voting stock of a bank
holding company with a class of securities registered under Section 12 of the
Exchange Act, such as Comerica, would, under the circumstances set forth in the
presumption, constitute acquisition of control of Comerica.
In addition, any company is required to obtain the approval of the Federal
Reserve Board under the BHCA before acquiring 25% (5% in the case of an
acquiror that is a bank holding company) or more of the outstanding Common
Stock of Comerica, or otherwise obtaining control or a "controlling influence"
over Comerica.
Effective September 24, 1995, the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 has permitted an adequately capitalized and
adequately managed bank holding company, with Federal Reserve Board approval,
to acquire banking institutions located in states other than the bank holding
company's home state without regard to whether the transaction is prohibited
under state law. In addition, effective June 1, 1997, national banks and state
banks with different home states will be permitted to merge across state lines,
with the approval of the appropriate federal banking agency, unless the home
state of a participating banking institution passes legislation prior to that
date that expressly prohibits interstate mergers. Of Comerica's primary
markets, Texas is the only state to date to have opted out of the interstate
branching provisions. Further, such interstate mergers may be effected prior
to June 1, 1997 so long as the home state of each participating banking
institution has passed qualifying legislation that expressly permits such
transactions. Michigan, California, and Illinois have all passed early opt-in
legislation. The Michigan and California legislation is already effective.
The Illinois legislation will be effective as of January 6, 1997.
FUTURE LEGISLATION. Various legislation, including proposals to overhaul
the bank regulatory system, expand the powers of banking institutions and bank
holding companies and limit the investments that a depository institution may
make with insured funds, is from time to time introduced in Congress. Such
legislation may change banking statutes and the operating environment of
Comerica and its banking subsidiaries in substantial and unpredictable ways.
Comerica cannot determine the ultimate effect that potential legislation, if
enacted, or implementing regulations, would have upon the financial condition or
results of operations of Comerica or its subsidiaries.
USE OF PROCEEDS
Except as otherwise specified in a Prospectus Supplement, the net proceeds
from the sale of the Debt Securities offered by this Prospectus will be applied
to Comerica's general funds to be utilized for such corporate purposes as may be
determined by management, which may include investments in, and extensions of
credit to, existing and future subsidiaries, the funding of acquisitions of
banking and nonbanking institutions (including the repurchase of issued and
outstanding shares of common stock of Comerica which may be used to fund part
or all of the acquisition consideration) and other general corporate purposes.
Except as otherwise indicated in a Prospectus Supplement, specific
allocations of the proceeds to such purposes will not have been made at the
date of the applicable Prospectus Supplement. The precise amount and timing of
investments in, and extensions of credit to, subsidiaries will depend upon
their funding requirements and the availability of other funds to Comerica and
its subsidiaries. Based upon the anticipated future financing requirements of
Comerica and its subsidiaries, Comerica expects that it will, from time to
time, engage in additional financings of a character and in an amount to be
determined.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Comerica's ratios of earnings to fixed charges are set forth below for the
periods indicated:
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Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
Consolidated ratio
of earnings to
fixed charges
(including interest
on deposits) 1.56 x 1.49 x 1.47 x 1.64 x 1.70 x 1.39 x 1.31 x
-------- -------- ------ ------ ------ ------ ------
Consolidated ratio
of earnings to
fixed charges
(excluding interest
on deposits) 2.30 x 2.09 x 2.03 x 2.61 x 3.95 x 3.31 x 2.81 x
======== ======== ====== ====== ====== ====== ======
The ratio of earnings to fixed charges is computed by dividing income
before income taxes and fixed charges by fixed charges. Fixed charges are
defined as interest expense and the portion of net rental expense estimated to
be representative of the interest factor.
DESCRIPTION OF THE Debt Securities
The Debt Securities are to be issued under an indenture to be dated
_______, 1996 (the "Indenture") between Comerica and
______________________________, as Trustee (the "Trustee"). A copy of the form
of the Indenture is filed as an exhibit to the Registration Statement of which
this Prospectus is a part. See "Available Information." The following
summaries of certain provisions of the Indenture do not purport to be complete
and are subject to, and are qualified in their entirety by reference to, all of
the provisions of the Indenture, including the definition therein of certain
capitalized terms used herein. Wherever particular sections or defined terms of
the Indenture are referred to, it is intended that such sections or defined
terms shall be incorporated herein by reference. The following sets forth
certain general terms and provisions of the Debt Securities. Further terms of
each series of Debt Securities will be set forth in the Prospectus Supplement
relating thereto.
GENERAL. The Indenture does not limit the aggregate principal amount of
Debt Securities which may be issued thereunder and provides that Debt
Securities may be issued from time to time in series. The Debt Securities will
be unsecured subordinated obligations of Comerica. The Indenture does not limit
Comerica's ability to incur other indebtedness or contain provisions which
would protect the Holders of, or owners of beneficial interests in, the Debt
Securities against a sudden decline in credit quality resulting from takeovers,
recapitalizations or other similar restructurings.
The Prospectus Supplement will describe the following terms of each
series of Debt Securities in respect of which this Prospectus is being
delivered: (1) the title of the Debt Securities; (2) any limit on the aggregate
principal amount of the Debt Securities; (3) the date or dates on which the
Debt Securities will mature; (4) the rate or rates per annum at which the Debt
Securities will bear interest, if any, or the manner in which such rates will
be determined and the date from which such interest, if any, will accrue; (5)
the
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Interest Payment Dates on which such interest (if any) on the Debt Securities
will be payable and the Regular Record Dates for such Interest Payment Dates;
(6) the currency or currency unit, if other than United States dollars, of
payment of principal of, and any premium and interest, if any, on, the Debt
Securities; (7) any index used to determine the amount of payment of principal
of, and any premium and interest on, the Debt Securities; (8) if the Debt
Securities are to be issued in the form of one or more global securities (a
"Global Security"), the identity of the depositary for such Global Security or
Securities; (9) any mandatory or optional sinking fund or analogous provisions;
(10) any additions to, or modifications or deletions of, any Events of Default
or covenants and the remedies with respect thereto provided for with respect to
the Debt Securities; (11) any redemption terms; (12) any provisions permitting
defeasance of Comerica's obligations with respect to the Debt Securities or the
Indenture; (13) if other than the principal amount thereof, the portion of the
principal amount of the Debt Securities payable upon acceleration of the
maturity thereof; and (14) any other specific terms of the Debt Securities.
Unless otherwise specified in the Prospectus Supplement, principal of, and
premium and interest, if any, on, the Debt Securities will be payable at the
office or agency of Comerica maintained for that purpose in the City of New
York, and the Debt Securities may be surrendered for transfer or exchange at
said office or agency; provided that payment of interest, if any, may be made at
the option of Comerica by check mailed to the address of the person entitled
thereto as it appears in the register for the Debt Securities on the Regular
Record Date for such interest. (Sections 3.1 and 10.2) The office of the Trustee
in the City of New York, will initially be designated as such office or agency.
After the execution and delivery of the Indenture, Comerica may deliver
Debt Securities to the Trustee for authentication. Accompanying the delivery of
the Debt Securities to the Trustee will be a Company Order for the
authentication and delivery of the Debt Securities. In accordance with the
Company Order, the Trustee will authenticate and deliver the Debt Securities.
Each Debt Security will be dated the date of its authentication. (Section 3.3)
The Debt Securities will be issued only in fully registered form without
coupons and, unless otherwise indicated in the Prospectus Supplement, if
denominated in United States dollars, will be issued in minimum denominations of
$250,000 and integral multiples of $1,000 in excess thereof. No service charge
will be made for any transfer or exchange of the Debt Securities, but Comerica
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Comerica shall not be required (i) to
issue, register the transfer of or exchange any Debt Securities of any series
during a period beginning at the opening of business 15 days before the date of
the mailing of a notice of redemption of Debt Securities of that series selected
for redemption and ending at the close of business on the date of such mailing
or (ii) to register the transfer of or exchange any Debt Securities selected
for redemption in whole or in part, except the unredeemed portion of Debt
Securities being redeemed in part. (Sections 3.2 and 3.5)
All moneys paid by Comerica to the Trustee or any Paying Agent for the
payment of principal of and premium and interest on any Debt Securities which
remain unclaimed for two years after such principal, premium or interest shall
have become due and payable may be repaid to Comerica and thereafter the Holder
of such Debt Securities shall look only to Comerica for payment thereof.
(Section 10.3)
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If any Debt Securities are payable in a currency or currency unit other
than United States dollars, the special federal income tax and other
considerations applicable to such Debt Securities will be described in the
Prospectus Supplement relating thereto.
The Debt Securities may be issued as Original Issue Discount Securities
(bearing no interest or bearing interest at a rate which at the time of issue
is below market rates) to be sold at a substantial discount below their
principal amount. If any Debt Securities are issued as Original Issue Discount
Securities, the special federal income tax and other considerations applicable
to such Debt Securities will be described in the Prospectus Supplement relating
thereto.
Unless otherwise indicated in the applicable Prospectus Supplement, the
covenants contained in the Indenture and the Debt Securities will not afford
Holders protection in the event of a sudden decline in credit rating that might
result from a recapitalization, restructuring, or other highly leveraged
transaction.
RISK FACTORS OF DEBT SECURITIES DENOMINATED IN FOREIGN CURRENCIES. Debt
Securities denominated or payable in foreign currencies may entail significant
risks. These risks include, without limitation, the possibility of significant
fluctuations in the foreign currency market, the imposition of foreign exchange
controls, and potential illiquidity in the secondary market. These risks will
vary depending upon the currency involved. These risks may be more fully
described in the applicable Prospectus Supplement.
GLOBAL SECURITIES. The Debt Securities may be issued in whole or in
part in the form of one or more Global Securities that will be deposited with,
or on behalf of, a depositary (the "Depository") identified in the Prospectus
Supplement relating to such Debt Securities. Unless and until it is
exchangeable in whole or in part for Debt Securities in definitive form, a
Global Security may generally not be transferred except as a whole by the
Depository for such Global Security to a nominee of such Depository. (Section
2.4)
The specific terms of the depositary arrangement, if any, with respect
to a series of Debt Securities will be described in the Prospectus Supplement
relating to such series. Comerica anticipates that the following provisions
will apply to all depositary arrangements.
Ownership of beneficial interests in a Global Security will be limited
to persons that have accounts with the Depository for such Global Security or
its nominee ("Participants") or persons that may hold interests through
Participants. Such accounts shall be designated by the underwriters or agents
with respect to the Debt Securities underwritten or solicited by them. Comerica
expects that upon the issuance of a Global Security, the Depository for such
Global Security will credit, on its book-entry registration and transfer
system, the Participants' accounts with the respective principal amounts of the
Debt Securities represented by such Global Security. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of such
ownership interests will be effected only through, records maintained by the
Depository (with respect to interests of Participants) and on the records of
Participants (with respect to interests of persons held through Participants).
The laws of some states may require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such limits and such
laws may impair the ability to own, transfer or pledge beneficial interests in
a Global Security.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. (Section 3.8) Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have the Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of the Debt Securities in
definitive form and will not be considered the owners or Holders thereof under
the Indenture. Accordingly, each person owning a beneficial interest in such a
Global Security must rely on the procedures of
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the Depository and, if such person is not a Participant, on the procedures
of the Participant through which such person owns its interest, to exercise
any rights of a Holder under the Indenture. Comerica understands that
under existing industry practices, in the event that Comerica requests any
action of Holders or that an owner of a beneficial interest in such a Global
Security desires to take any action which a Holder is entitled to take under
the Indenture, the Depository would authorize the Participants holding the
relevant beneficial interests to take such action, and such Participants would
authorize beneficial owners owning through such Participants to take such
action or would otherwise act upon the instructions of beneficial owners owning
through them.
Payment of principal of, and premium and interest, if any, on, Debt
Securities registered in the name of a Depository or its nominee will be made
to the Depository or its nominee, as the case may be, as the registered owner
of the Global Security representing such Debt Securities. None of Comerica, the
Trustee, any Paying Agent or any other agent of Comerica or the Trustee will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
Comerica expects that upon receipt of any payment of principal of, or premium
or interest on, a Global Security, the Depository will immediately credit
Participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of the Depository. Payments by Participants to owners
of beneficial interests in such Global Security held through such Participants
will be the responsibility of such Participants, as is now the case with
securities held for the accounts of customers registered in "street name."
If the Depository for any Debt Securities represented by a Global
Security notifies Comerica that it is unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Exchange Act
and a successor Depository is not appointed by Comerica within ninety days
after receiving such notice or becoming aware that the Depository is no longer
so registered, Comerica will issue such Debt Securities in definitive form
upon registration of transfer of, or in exchange for, such Global Security. In
addition, Comerica may at any time and in its sole discretion determine not to
have the Debt Securities represented by one or more Global Securities and, in
such event, will issue Debt Securities in definitive form in exchange for all
of the Global Securities representing such Debt Securities. (Section 3.5)
SUBORDINATION OF DEBT SECURITIES. The Debt Securities are expressly
subordinated in right of payment, to the extent set forth in the Indenture, to
all Senior Indebtedness (as defined below). (Section 13.1) In certain events of
insolvency, the Debt Securities will, to the extent set forth in the Indenture,
also be effectively subordinated in right of payment to the prior payment of
all Other Financial Obligations (as defined below). (Section 13.15)
If Comerica shall default in the payment of the principal of, or any
premium or interest on any Senior Indebtedness when the same becomes due and
payable beyond any applicable grace
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period with respect thereto, or if any event of default with respect to Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof
shall have occurred and be continuing, or any judicial proceeding shall be
pending with respect to any such default in payment or event of default then,
unless and until such event of default shall have been cured or waived or
shall have ceased to exist or such judicial proceeding shall be no longer
pending, no payment shall be made for principal of or premium or interest on
the Debt Securities, or in respect of any purchase or other acquisition of any
of the Debt Securities. (Section 13.4) "Senior Indebtedness" of Comerica means
the principal of, or any premium or interest on all indebtedness for money
borrowed or purchased by Comerica, or borrowed by another and guaranteed by
Comerica (including any deferred obligation for the payment of the purchase
price of property or assets evidenced by a note or similar agreement), whether
now outstanding or subsequently created, assumed or incurred, and any
amendments, deferrals, renewals or extensions of any such Senior Indebtedness,
other than (i) any obligation as to which it is provided that such obligation
is not to be senior in right of payment to the Debt Securities and (ii) the
Debt Securities. (Section 1.1) At March 31, 1996, Comerica had no Senior
Indebtedness outstanding.
The Indenture does not limit the amount of Senior Indebtedness which
Comerica may incur.
In the event of any insolvency, bankruptcy, receivership,
reorganization, readjustment of debt, assignment for the benefit of creditors,
marshaling of assets and liabilities, or similar proceedings relating to, or
any liquidation, dissolution, or winding-up of, Comerica, whether voluntary or
involuntary, all obligations of Comerica to holders of Senior Indebtedness
shall be entitled to be paid in full (or provision shall be made for such
payment) before any payment shall be made on account of the principal of or
premium or interest on the Debt Securities. In the event of any such
proceeding, if any payment by or distribution of assets of Comerica of any kind
or character, whether in cash, property, or securities (other than securities
of Comerica or any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinate, at least to the extent
provided in the subordination provisions with respect to the Debt Securities,
to the payment of all Senior Indebtedness at the time outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by the Trustee or the Holders of the Debt
Securities before all Senior Indebtedness is paid in full, such payment or
distribution shall be held (in trust if received by the Holders of the Debt
Securities) for the benefit of the holders of such Senior Indebtedness and
shall be paid over to the trustee in bankruptcy or other Person making payment
or distribution of the assets of Comerica for application to the payment of all
Senior Indebtedness remaining unpaid until all such Senior Indebtedness shall
have been paid in full after giving effect to any concurrent payment or
distribution to the holders of such Senior Indebtedness. (Section 13.2) If,
upon any such payment or distribution of assets to creditors, there remain,
after giving effect to such subordination provisions in favor of the holders of
Senior Indebtedness, any amounts of cash, property or securities available for
payment or distribution in respect of Debt Securities (as defined in the
Indenture, "Excess Proceeds") and if, at such time, any person entitled to
payment pursuant to the terms of Other Financial Obligations has not received
payment in full of all amounts due or to become due on or in respect of such
Other Financial
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Obligations, then such Excess Proceeds shall first be applied to pay or provide
for the payment in full of such Other Financial Obligations before any payment
or distribution may be made in respect of the Debt Securities. (Section 13.15)
Unless otherwise specified in the Prospectus Supplement relating to the
particular series of Debt Securities, the term "Other Financial Obligations"
includes all obligations of Comerica to make payment pursuant to the terms of
financial instruments, such as: (i) securities contracts and currency and
foreign exchange contracts, and (ii) derivative instruments, such as swap
agreements (including interest rate and currency and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange agreements, options, commodity futures contracts
and commodity options contracts, other than (x) obligations on account of Senior
Indebtedness and (y) obligations on account of indebtedness for money borrowed
ranking pari passu with or subordinate to the Debt Securities. (Section 1.1)
By reason of such subordination, in the event of the bankruptcy or
insolvency of Comerica or similar event, whether before or after maturity of
the Debt Securities, holders of Senior Indebtedness or of Other Financial
Obligations may receive more, ratably, and Holders of the Debt Securities
having a claim pursuant to the Debt Securities may receive less, ratably, than
creditors of Comerica who do not hold Senior Indebtedness, Other Financial
Obligations or Debt Securities.
In addition, in the event of the insolvency, bankruptcy, receivership,
conservatorship or reorganization of Comerica, the claims of the Holders of the
Debt Securities would be subject as to enforcement to the broad equity power of
a federal bankruptcy court, and to the determination by that court of the
nature of the rights of the Holders.
CONSOLIDATION, MERGER, SALE OR CONVEYANCE. Comerica may, without the
consent of any Holder of the Debt Securities, merge or consolidate with any
other corporation or transfer or convey all or substantially all of its assets
to any corporation, provided that the successor corporation (if other than
Comerica) shall expressly assume Comerica's obligations under the Indenture and
on the Debt Securities, and, immediately after giving effect to such merger,
consolidation, transfer or conveyance, there shall be no Event of Default under
the Indenture, and no event shall have happened and be continuing which, with
the giving of notice or passage of time, would become an Event of Default. In
addition, Comerica may, without the consent of any Holder of the Debt
Securities, convey its assets substantially as an entirety to any Person in
connection with a transfer that is assisted by a federal bank regulatory
authority and in such case Comerica's obligations under the Indenture need not
be assumed by the entity acquiring such assets. (Section 8.1)
EVENTS OF DEFAULT AND LIMITED RIGHTS OF ACCELERATION. Unless otherwise
provided in the applicable Prospectus Supplement, the Indenture defines an
Event of Default as any one of the following events: (a) default for 30 days in
the payment of any interest upon any Debt Securities when it becomes due and
payable; (b) default in the payment of the principal of (or premium, if any,
on) any Debt Security at its maturity; (c) default in the deposit of any sinking
fund payment, when and as due by the terms of the Debt Securities; (d) default
in the performance, or breach, of any covenant or warranty of Comerica
(other than a covenant or warranty included in the Indenture solely for the
benefit
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of a series of Debt Securities other than the Debt Securities) which continues
for 60 days after the Holders of at least 25% in principal amount of
Outstanding Debt Securities have given written notice as provided in the
Indenture; (e) certain events of bankruptcy, insolvency or reorganization of
Comerica; or (f) any other Events of Default as may be specified in a
Prospectus Supplement with respect to the Debt Securities. (Section 5.1) An
Event of Default under one series of Debt Securities will not necessarily be an
Event of Default with respect to any other series of Debt Securities.
If an Event of Default of a type set forth in clause (e) above with
respect to the Debt Securities of any series at the time Outstanding occurs and
is continuing, either the Trustee or the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series may declare
the principal amount (or, if the Debt Securities of that series are Original
Issue Discount Securities, such portion of that principal amount as may be
specified in the terms of that series) of all the Debt Securities of that
series to be due and payable immediately. At any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration. (Section 5.2)
The Indenture does not provide for any right of acceleration of the
payment of the principal of a series of Debt Securities upon a default in the
payment of principal, premium, if any, or interest or a default in the
performance of any covenant or agreement in the Debt Securities of that series
or in the Indenture. Accordingly, the Trustee and the Holders will not be
entitled to accelerate the maturity of these Debt Securities upon the
occurrence of any of the Events of Default described above, except for those
described in clause (e) above. If a default in the payment of principal,
premium, if any, or interest or in the performance of any covenant or agreement
in the Debt Securities of any series or in the Indenture occurs, the Trustee
may, subject to certain limitations and conditions, seek to enforce payment of
such principal, premium, if any, or interest on the Debt Securities of that
series, or the performance of such covenant or agreement. (Section 5.3)
The Indenture provides that, subject to the duty of the Trustee during
the continuance of an Event of Default to act with the required standard of
care, the Trustee will be under no obligation to exercise any of its rights or
powers under the Indenture at the request or direction of any of the Holders,
unless such Holders shall have offered to the Trustee reasonable indemnity.
(Section 6.3) Subject to certain limitations, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of that
series. (Section 5.12) The right of a Holder of any Debt Securities to
institute a proceeding with respect to the Indenture is subject to certain
conditions precedent, but each Holder has an absolute right to receive payment
of principal, premium and interest, if any, when due and to institute suit for
the enforcement of any such payment. (Sections 5.7 and 5.8)
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Comerica is required to furnish to the Trustee annually a statement as to
the performance by Comerica of certain of its obligations under the Indenture
and as to any default in such performance. (Sections 1.2 and 10.4)
DEFEASANCE AND COVENANT DEFEASANCE. The Indenture provides that, if such
provision is made applicable to the Debt Securities of any series pursuant to
Section 3.1 of the Indenture (which will be indicated in the applicable
Prospectus Supplement), Comerica may elect either (a) to defease and be
discharged from any and all obligations in respect of such Debt Securities then
outstanding (including the provisions described under "Subordination of Debt
Securities" and except for certain obligations to register the transfer of or
exchange of such Debt Securities, replace stolen, lost or mutilated Debt
Securities, maintain paying agencies and hold monies for payment in trust)
("defeasance") or (b) to be released from its obligations with respect to the
subordination provisions described under "Subordination of Debt Securities" and
any other covenants applicable to such Debt Securities which are determined
pursuant to Section 3.1 of the Indenture to be subject to covenant defeasance
("covenant defeasance"), and the occurrence of an event described in clause (d)
(insofar as with respect to covenants subject to covenant defeasance) under
"Events of Default and Limited Rights of Acceleration" above shall no longer be
an Event of Default, in each case (a) or (b), if Comerica deposits, in trust,
with the Trustee money or U.S. Government Obligations, which through the payment
of interest thereon and principal thereof in accordance with their terms will
provide money, in an amount sufficient, without reinvestment, to pay all the
principal of (and premium, if any) and interest on such Debt Securities on the
dates such payments are due (which may include one or more redemption dates
designated by Comerica) and any mandatory sinking fund or analogous payments
thereon in accordance with the terms of such Debt Securities. Such a trust may
only be established if, among other things, (i) no Event of Default or event
which with the giving of notice or lapse of time, or both, would become an Event
of Default under the Indenture shall have occurred and be continuing on the date
of such deposit, (ii) such deposit will not cause the Trustee to have any
conflicting interest with respect to other securities of Comerica and (iii)
Comerica shall have delivered an Opinion of Counsel to the effect that the
Holders will not recognize income, gain or loss for Federal income tax purposes
as a result of such deposit or defeasance and will be subject to Federal income
tax in the same manner as if such defeasance had not occurred.
Comerica may exercise its defeasance option with respect to such Debt
Securities notwithstanding its prior exercise of its covenant defeasance option.
If Comerica exercises its defeasance option, payment of such Debt Securities may
not be accelerated because of an Event of Default. If Comerica exercises its
covenant defeasance option, payment of such Debt Securities may not be
accelerated by reference to the covenants noted under clause (b) above. In the
event Comerica omits to comply with its remaining obligations with respect to
such Debt Securities under the Indenture after exercising its covenant
defeasance option and such Debt Securities are declared due and payable because
of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations on deposit with the Trustee may be insufficient to pay
amounts due on the Debt Securities of such series at the time of the
acceleration resulting from such Event of Default. However, Comerica will
remain liable in respect of such payments. (Article Fourteen)
MODIFICATIONS AND WAIVER. The Indenture provides that Comerica and the
Trustee may enter into a supplemental indenture to amend the Indenture or the
Debt Securities without the consent of any Holder of any Outstanding Debt
Securities: (1) to evidence the succession of another Person to Comerica and the
assumption by such successor of Comerica's obligations under the Indenture; (2)
to add to the covenants of Comerica further covenants, restrictions or
conditions for the protection of the Holders of all or any particular series of
Debt Securities or to surrender any right or power conferred upon Comerica in
the Indenture; (3) to add or change any of the provisions of the Indenture
necessary to facilitate the issuance of Debt Securities in bearer form; (4) to
eliminate or change any provision of the Indenture prior to the issuance of the
series that is entitled to the benefit of such provision; (5) to establish the
terms and conditions of Debt Securities of any series; (6) to provide for the
acceptance of appointment by a successor trustee or to add or change any of the
provisions of the Indenture necessary to provide for or facilitate the
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administration of the trust by more than one Trustee; (7) to cure any ambiguity,
defect or inconsistency or to make such other provision in regard to matters or
questions arising under the Indenture which do not adversely affect the
interests of the Holders of the Debt Securities; (8) to secure the Debt
Securities; (9) to provide for the conversion or exchange of Debt Securities of
a particular series into or for other securities of Comerica; (10) to add to,
change or eliminate any of the provisions of the Indenture relating to
subordination of the Debt Securities in respect of any series of Debt
Securities, provided that any such action shall not adversely affect the
interests of the Holders of Debt Securities of any series in any material
respect; or (11) to add additional Events of Default. (Section 9.1)
In addition to the foregoing, modifications and amendments of the Indenture
may be made by Comerica and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
each series affected by such modification or amendment; provided, however, that
no such modification or amendment may, without the consent of the Holder of each
Outstanding Debt Securities affected thereby, (a) change the stated maturity
date of the principal of, or any premium or installment of interest, if any, on
any Debt Securities, (b) reduce the principal amount of, or premium or interest,
if any, on, any Debt Securities, (c) reduce the amount of principal on an
Original Issue Discount Security payable upon acceleration of the maturity
thereof, (d) change the currency of payment of principal of, or premium or
interest, if any, on, any Debt Securities, (e) impair the right to institute
suit for the enforcement of any such payment on or with respect to any Debt
Securities, (f) reduce the percentage in principal amount of Outstanding Debt
Securities of any series the consent of whose Holders is required for
modification or amendment of the Indenture or for any waiver. (Section 9.2)
The Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of
Debt Securities of that series, waive, insofar as that series is concerned,
compliance by Comerica with certain restrictive provisions of the Indenture.
(Section 10.8) The Holders of a majority in aggregate principal amount of the
Outstanding Debt Securities of each series may, on behalf of all Holders of
Debt Securities of that series, waive any past default under the Indenture
with respect to Debt Securities of that series, except a default in the
payment of principal, or of premium or interest, if any, or in respect of a
provision which under the Indenture cannot be modified or amended without the
consent of the Holder of each Outstanding Debt Securities of that series.
(Section 5.13)
SATISFACTION AND DISCHARGE. The Trustee will discharge the Indenture
upon Company Request when all the authenticated and delivered Debt Securities
have been (a) delivered to the Trustee for cancellation, or (b) Comerica has
deposited or caused to be deposited with the Trustee, funds to be held in trust
in an amount sufficient to pay and discharge the entire indebtedness on the
Debt Securities not previously delivered to the Trustee and the Debt Securities
have (i) become due and payable, (ii) will become due and payable at their
Stated Maturity within one year, or (iii) are to be called for redemption
within one year. (Section 4.1)
GOVERNING LAW. The Indenture and the Debt Securities will be governed
by and construed in accordance with the laws of the State of New York.
INFORMATION CONCERNING THE TRUSTEE. Comerica and its subsidiaries
maintain deposit accounts and conduct other banking transactions with the
Trustee in the ordinary course of business.
PLAN OF DISTRIBUTION
Debt Securities may be offered and sold by Comerica by any of three
means of distribution: (1) through agents, (2) through underwriters or dealers
or (3) directly to one or more purchasers. Such underwriters, dealers or agents
may be affiliates of Comerica, and offers and sales of Securities may include
secondary market transactions by affiliates of Comerica. The applicable
Prospectus Supplement will set forth the terms of the offering to which such
Prospectus Supplement relates, including the name or names of any underwriters
or agents, the public offering or purchase price, the net proceeds to Comerica,
underwriting discounts and other items constituting underwriters' compensation,
any discounts and commissions allowed or paid to dealers, any commissions
allowed or paid to agents [, and the securities exchanges, if any, on which such
Debt Securities will be listed]. Dealer trading may take place in certain of the
Debt Securities, including Debt Securities not listed on any securities
exchange. [Direct sales may be made on a national securities exchange or
otherwise.]
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The Securities may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through
one or more underwriters acting alone. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time. If so indicated in the applicable Prospectus
Supplement, Comerica will authorize underwriters or agents to solicit offers by
certain institutions to purchase securities from Comerica pursuant to Delayed
Delivery Contracts providing for payment and delivery at a future date.
Any underwriter or agent participating in the distribution of the
Securities may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, as amended (the "Securities Act"), of the Securities so
offered and sold and any discounts or commissions received by them and any
profit realized by them on the sale or resale of the Securities may be deemed
to be underwriting discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with Comerica, to indemnification by Comerica against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for Comerica in the ordinary course of
business.
EXPERTS
The consolidated financial statements of Comerica as of December 31, 1995
and 1994 incorporated by reference in this Prospectus from Comerica's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent public accountants, and are given on the
authority of said firm as experts in auditing and accounting.
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LEGAL MATTERS
The validity of the Securities will be passed upon for Comerica by Bodman,
Longley & Dahling LLP, Detroit, Michigan. As of May 20, 1996 approximately
62,269 shares of Comerica's Common Stock, $5 par value, were beneficially owned
by the attorneys in the firm of Bodman, Longley & Dahling LLP.
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SUBJECT TO COMPLETION, DATED MAY 22, 1996
PROSPECTUS
[COMERICA LOGO]
COMERICA INCORPORATED
PREFERRED STOCK
Comerica Incorporated ("Comerica"), directly or through agents
designated from time to time, or through dealers or underwriters also to be
designated, may offer from time to time in one or more series up to _______
shares of its preferred stock (the "Preferred Stock"). The Preferred Stock may
be offered, in separate series in amounts, at prices and on terms determined at
the time of sale and set forth in one or more supplements to this Prospectus
(together, the "Prospectus Supplement"). Pursuant to the terms of the
Registration Statement of which this Prospectus forms a part, Comerica's
unsecured subordinated debt securities (the "Debt Securities" and, together
with the Preferred Stock, the "Securities") may also be offered under such
Registration Statement. In no event will the aggregate initial offering price
of the Preferred Stock and Debt Securities issued under such Registration
Statement exceed $600,000,000 (or its equivalent based upon the applicable
exchange rate at the time of the offering).
The Prospectus Supplement will also include the specific designation,
the aggregate number of shares offered, the dividend rate or method of
calculation, the dividend period and dividend payment dates, whether such
dividends will be cumulative or noncumulative, the liquidation preference, any
terms for redemption at the option of the holder or Comerica and any applicable
conversion provisions, in the event that such series of Preferred Stock is
convertible at the option of the holder thereof or of Comerica, into shares of
Common Stock. The Preferred Stock will have no voting rights, except as may be
required by law.
[The Preferred Stock will not be listed on any securities exchange,]
and there can be no assurance that there will be a secondary market for the
Preferred Stock or if such secondary market develops, as to the liquidity of
the Preferred Stock in such secondary market.
This Prospectus may not be used to consummate sales of the Preferred
Stock unless accompanied by a Prospectus Supplement. The delivery of this
Prospectus together with a Prospectus Supplement relating to particular
Preferred Stock shall not constitute an offer in any jurisdiction of any of the
other Preferred Stock covered by this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is _____________________, 1996
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OF THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
26
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING OF THE PREFERRED STOCK, THE
UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF THE PREFERRED STOCK OFFERED HEREBY AT A LEVEL ABOVE THAT
WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE
EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
If an agent of Comerica or a dealer or underwriter is involved in the sale
of the Preferred Stock in respect of which this Prospectus is being delivered,
the agent's commission, dealer's purchase price, or underwriter's discount will
be set forth in, or may be calculated from, the Prospectus Supplement and the
net proceeds to Comerica from such sale will be the purchase price of such
Preferred Stock less such commission in the case of an agent, the purchase
price of such Preferred Stock in the case of a dealer or the public offering
price less such discount in the case of an underwriter, and less, in each case,
the other attributable issuance expenses. The aggregate proceeds to Comerica
from all the Preferred Stock will be the purchase price of the Preferred Stock
sold less the aggregate of agents' commissions and underwriters' discounts and
other expenses of issuance and distribution. See "Plan of Distribution" for
possible indemnification arrangements for the agents, dealers and underwriters.
(ii)
27
AVAILABLE INFORMATION
Comerica is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith Comerica files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 7 World Trade Center, Suite 1300, New York, New York 10048 and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, material filed by Comerica can be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005.
Comerica has filed with the Commission a Registration Statement on Form
S-3 (together with any amendments thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all the information set forth in the Registration Statement
and the exhibits thereto, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to said Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by Comerica with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Prospectus and shall be deemed to be a part hereof:
1. Comerica's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
2. Comerica's Quarterly Report on Form 10-Q for the period ended March
31, 1996; and
3. Comerica's Registration Statement on Form 8-A dated March 4, 1991, as
amended by an amendment on Form 8 dated November 1, 1991.
All documents filed by Comerica with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering hereunder shall be
deemed to be incorporated by reference in this Prospectus and to be made a part
hereof from their respective dates of filing. The documents incorporated by
reference or deemed to be incorporated by reference herein are sometimes
hereinafter called the "Incorporated Documents". Any statement contained herein
or in any Incorporated Documents shall be deemed to be modified or superseded
for all purposes of this Prospectus to the extent that a statement contained in
this Prospectus or in any subsequently filed Incorporated Document modifies or
supersedes such statement. Any such statement so modified
28
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to Comerica contained in this Prospectus
summarizes, is based upon, or refers to, information and financial statements
contained in one or more of the documents incorporated by reference herein;
accordingly, such information contained herein is qualified in its entirety by
reference to such documents and should be read in conjunction therewith.
Comerica hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of any or all of
the Incorporated Documents, except exhibits that are specifically incorporated
by reference into the information that this Prospectus incorporates. Requests
for such copies should be directed to: Comerica Incorporated, 500 Woodward
Avenue, Detroit, Michigan 48226: Attention: Mark W. Yonkman, Vice President
(telephone (313) 222-3432).
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COMERICA
Comerica Incorporated ("Comerica" or the "Company") is a registered bank
holding company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica Bank-Detroit), a
Michigan banking corporation ("Comerica Bank"). As of December 31, 1995,
Comerica owned directly or indirectly all the outstanding common stock (except
for directors' qualifying shares, where applicable) of nine banking and
forty-one non-banking subsidiaries. At December 31, 1995, Comerica had total
assets of approximately $35.5 billion, total deposits of approximately $23.2
billion, total loans (net of unearned income) of approximately $24.4 billion,
and shareholders' equity of approximately $2.6 billion. At December 31, 1995,
Comerica was the largest bank holding company headquartered in Michigan in
terms of both total assets and total deposits.
Comerica's executive offices are located at Comerica Tower at Detroit
Center, 500 Woodward Avenue, Detroit, Michigan 48226 and its telephone number
is (313) 222-4000.
Comerica has strategically focused its operations on three major lines of
business: the Business Bank, the Individual Bank and the Investment Bank.
The Business Bank is comprised of middle market lending, large corporate
banking, international financial services and institutional trust. This line of
business meets the needs of medium-size businesses, multinational corporations,
and governmental entities by offering various products and services, including
commercial loans and lines of credit, deposits, cash management, corporate and
institutional trust, international trade finance, letters of credit and foreign
exchange management services.
The Individual Bank includes consumer lending, consumer deposit gathering,
mortgage loan origination and servicing, small business banking, and private
banking. This line of business offers a variety of consumer products, including
deposit accounts, direct and indirect installment loans, credit cards, home
equity lines of credit and residential mortgage loans. In addition, a full
range of financial services is provided to local companies with annual sales
under $5 million, area merchants and municipalities. Private lending and
personal trust services are also provided to meet the personal financial needs
of affluent individuals (as defined by individual net income or wealth).
The Investment Bank is responsible for the sales of mutual fund and
annuity products, as well as life, disability, and long-term care insurance
products. This line of business also offers capital market products, manages
loan syndications and provides investment management and advisory services,
investment banking, and full and discount securities brokerage services.
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Comerica has strategically focused its lines of business in each of
Comerica's four primary geographic markets: Michigan, Texas, California and
Florida. Comerica pursues all three lines of business in Michigan, Texas and
California, and has focused on the Individual Bank in Florida.
REGULATORY MATTERS
GENERAL. Comerica is a bank holding company subject to supervision and
regulation by the Board of Governors of the Federal Reserve System (the "Federal
Reserve Board") under the Bank Holding Company Act of 1956, as amended (the
"BHCA"). As a bank holding company, Comerica's activities and those of its
banking and nonbanking subsidiaries are limited to the business of banking and
activities closely related or incidental to banking, and Comerica may not
directly or indirectly acquire the ownership or control of more than five
percent of any class of voting shares or substantially all of the assets of any
company, including a bank, without the prior approval of the Federal Reserve
Board.
Comerica Bank is chartered by the State of Michigan and is supervised and
regulated by the Financial Institutions Bureau of the State of Michigan.
Comerica Bank-Texas is chartered by the State of Texas and is supervised and
regulated by the Texas Department of Banking. Comerica Bank-Midwest, N.A. and
Comerica Bank-Ann Arbor, N.A. are chartered under federal law and subject to
supervision and regulation by the Office of the Comptroller of the Currency
(the "OCC"). Comerica Bank-California is chartered and regulated by the State
of California. Comerica Bank & Trust, FSB is chartered under federal law and
subject to supervision and regulation by the Office of Thrift Supervision (the
"OTS"). Comerica Bank-Illinois is chartered by the State of Illinois and is
regulated by the State of Illinois Commissioner of Banks and Trust Companies.
Comerica Bank and Comerica Bank-Illinois are members of the Federal Reserve
System. State member banks are also regulated by the local Federal Reserve
Bank and state non-member banks are also regulated by the Federal Deposit
Insurance Corporation (the "FDIC"). Comerica Bank-Texas and Comerica
Bank-California are not members of the Federal Reserve System, and as such, are
also regulated by the FDIC. The FDIC also has back-up enforcement authority
with respect to the above banking subsidiaries. Comerica's banking
subsidiaries are also subject to requirements and restrictions under federal
and state law, including requirements to maintain reserves against
deposits, restrictions on the types and amounts of loans that may be made and
the interest that may be charged thereon, and limitations on the types of
investments that may be made and the types of services that may be offered.
Various consumer laws and regulations also affect the operations of Comerica's
banking subsidiaries.
Supervision and regulation of bank holding companies and their
subsidiaries is intended primarily for the protection of depositors, the
deposit insurance funds of the FDIC and the banking system as a whole, not for
the protection of bank holding company shareholders or creditors.
The following description summarizes some of the laws to which Comerica
and its banking subsidiaries are subject. To the extent statutory or
regulatory provisions or proposals are described, the description is qualified
in its entirety by reference to the particular statutory or regulatory
provisions or proposals.
REGULATORY RESTRICTIONS ON DIVIDENDS. It is the policy of the Federal
Reserve Board that bank holding companies should pay cash dividends on common
stock only out of income available over the past year and only if prospective
earnings retention is consistent with the organization's expected future needs
and financial condition. The policy provides that bank holding companies should
not maintain a level of cash dividends that undermines the bank holding
company's ability to serve as a source of strength to its banking subsidiaries.
Principal sources of revenues for Comerica are dividends received from its banks
and other subsidiaries.
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Each state bank that is a member of the Federal Reserve System and each
national bank is limited in the amount of dividends it may declare. Two
different calculations are performed to measure the amount of dividends that may
be paid: a recent earnings test and a cumulative net profit test. Under the
recent earnings test, a dividend may not be paid if the total of all dividends
declared by the bank in any calendar year is in excess of the current year's net
profits combined with the retained net profits of the two preceding years unless
the bank obtains the approval of the appropriate regulatory agency. Under the
cumulative net undivided profits test, a dividend may not be paid in excess of a
bank's cumulative net profits after deducting bad debts in excess of the reserve
for loan losses. Comerica's state bank subsidiaries that are not members of the
Federal Reserve System are also subject to limitations under state law regarding
the amount of earnings that may be paid out as dividends. In addition, the OTS
also limits the amount of earnings that may be paid out as dividends.
Under the foregoing dividend restrictions, at January 1, 1996 Comerica's
banking subsidiaries, without obtaining governmental approvals, could declare
aggregate dividends of approximately $279 million from retained net profits of
the preceding two years, plus an amount approximately equal to the net profits
(as measured under current regulations), if any, earned for the period from
January 1, 1996 through the date of declaration. Dividends paid to Comerica by
its subsidiary banks amounted to $184 million in 1995 and $293 million in 1994.
In addition, the federal regulatory agencies are authorized to prohibit a
banking institution or bank holding company from engaging in an unsafe or
unsound banking practice. Depending upon the circumstances, the agencies could
take the position that paying a dividend would constitute an unsafe or unsound
banking practice.
HOLDING COMPANY STRUCTURE. Comerica's banking subsidiaries are subject to
restrictions under federal law which limit certain transactions by each of them
with Comerica and its nonbanking subsidiaries, including loans, other extensions
of credit, investments or asset purchases. Such transactions by any banking
subsidiary with Comerica or any of its nonbanking subsidiaries are limited in
amount to ten percent of such banking subsidiary's capital and surplus and, with
respect to Comerica and all of its nonbanking subsidiaries together, to an
aggregate of twenty percent of such banking subsidiary's capital and surplus.
Furthermore, such loans and extensions of credit, as well as certain other
transactions, are required to be secured in specified amounts. These and
certain other transactions, including any payment of money to Comerica, must be
on terms and conditions that are or in good faith would be offered to
nonaffiliated companies.
Because Comerica is a legal entity separate and distinct from its
subsidiaries, its right to participate in the distribution of assets of any
subsidiary upon the subsidiary's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors. In the event of a
liquidation or other resolution of an insured depository institution, the
claims of depositors and other general or subordinated creditors are entitled
to a priority of payment over the claims of holders of any obligation of the
institution to its shareholders, including any depository institution holding
company (such as Comerica) or any shareholder or creditor thereof.
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CROSS-GUARANTY AND HOLDING COMPANY LIABILITY. A depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC in connection with (i) the default of a
commonly controlled FDIC-insured depository institution or (ii) any assistance
provided by the FDIC to a commonly controlled depository institution in danger
of default. Each of Comerica's banking subsidiaries is a commonly controlled
depository institution for this purpose. Cross-guarantee liability may result
in the ultimate failure or insolvency of other insured depository institutions
in a holding company structure. Any obligation or liability owed by a banking
subsidiary to its parent company or any of the banking subsidiary's other
affiliates is subordinate to the banking subsidiary's cross-guarantee liability.
Under Federal Reserve Board policy, a bank holding company is expected to
act as a source of financial strength to each of its banking subsidiaries
and commit resources to their support. Such support may be required at times
when, absent this Federal Reserve Board policy, a holding company may not be
inclined to provide it. As discussed below under "Prompt Corrective Action," a
bank holding company in certain circumstances could be required to guarantee
the capital plan of an undercapitalized banking subsidiary.
In the event of a bank holding company's bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code, the trustee will be deemed to have assumed and is
required to cure immediately any deficit under any commitment by the debtor
holding company to any of the federal banking agencies to maintain the capital
of an insured depository institution, and any claim for breach of such
obligation will generally have priority over most other unsecured claims.
PROMPT CORRECTIVE ACTION. Under the Federal Deposit Insurance Corporation
Improvement Act of 1991 ("FDICIA"), the federal banking agencies must take
prompt supervisory and regulatory actions against undercapitalized depository
institutions. Depository institutions are assigned one of five capital
categories: "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized," and "critically undercapitalized," and
subjected to differential regulation corresponding to the capital category
within which the institution falls. Under certain circumstances, a well
capitalized, adequately capitalized or undercapitalized institution may be
treated as if the institution were in the next lower capital category. A
depository institution is generally prohibited from making capital distributions
(including paying dividends) or paying management fees to a holding company if
the institution would thereafter be undercapitalized. Adequately capitalized
institutions cannot accept, renew or roll over brokered deposits except with a
waiver from the FDIC, and are subject to restrictions on the interest rates that
can be paid on such deposits. Undercapitalized institutions may not accept,
renew, or roll over brokered deposits.
The banking regulatory agencies are permitted or, in certain cases,
required to take certain actions with respect to institutions falling within one
of the three undercapitalized categories. Depending on the level of an
institution's capital, the agency's corrective powers include, among other
things: prohibiting the payment of principal and interest on subordinated debt;
prohibiting the holding company from making distributions without prior
regulatory approval; placing limits on asset growth and restrictions on
activities; placing additional restrictions on transactions with affiliates;
restricting the interest rate the institution may pay on deposits; prohibiting
the institution from accepting deposits from correspondent banks; and in the
most severe cases, appointing a conservator or receiver for the institution. A
banking institution that is undercapitalized is required to submit a capital
restoration plan, and such a plan will not be accepted unless, among other
things, the banking institution's holding company guarantees the plan up to a
certain specified amount. Any such guarantee from a depository institution's
holding company is entitled to a priority of payment in bankruptcy. As of
December 31, 1995, all of Comerica's banking subsidiaries exceeded the required
capital ratios for classification as "well capitalized." See "Capital Adequacy."
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CAPITAL ADEQUACY. The Federal Reserve Board has adopted risk-based capital
guidelines for bank holding companies. The minimum ratio of total capital to
risk-weighted assets (which are the credit risk equivalents of balance sheet
assets and certain off balance sheet items such as standby letters of credit) is
8.00 percent. At least half of the total capital must be composed of common
stockholders' equity (including retained earnings), qualifying non-cumulative
perpetual preferred stock (and, for bank holding companies only, a limited
amount of qualifying cumulative perpetual preferred stock), and minority
interests in the equity accounts of consolidated subsidiaries, less goodwill,
other disallowed intangibles and disallowed deferred tax assets, among other
items ("Tier 1 capital"). The remainder may consist of a limited amount of
subordinated debt, other perpetual preferred stock, hybrid capital instruments,
mandatory convertible debt securities that meet certain requirements, as well as
a limited amount of reserves for loan losses ("Tier 2 capital"). The Federal
Reserve Board has also adopted a minimum leverage ratio for bank holding
companies, requiring Tier 1 capital of at least 3.00 percent of average total
consolidated assets.
The OCC, the FDIC, the Federal Reserve Board, and the OTS have also
established risk-based and leverage capital guidelines for banking
institutions. These regulations are generally similar to those established by
the Federal Reserve Board for bank holding companies.
The federal banking agencies' risk-based and leverage ratios are minimum
supervisory ratios generally applicable to banking organizations that meet
certain specified criteria, assuming that they have the highest regulatory
rating. Banking organizations not meeting these criteria are expected to
operate with capital positions well above the minimum ratios. The federal bank
regulatory agencies may set capital requirements for a particular banking
organization that are higher than the minimum ratios when circumstances warrant.
Federal Reserve Board guidelines also provide that banking organizations
experiencing internal growth or making acquisitions will be expected to maintain
strong capital positions substantially above the minimum supervisory levels,
without significant reliance on intangible assets. In addition, the regulations
of the Federal Reserve Board provide that concentration of credit risk and
certain risks arising from nontraditional activities, as well as an
institution's ability to manage these risks, are important factors to be taken
into account by regulatory agencies in assessing an organization's overall
capital adequacy.
The Federal Reserve Board and the other federal banking agencies recently
adopted amendments to their risk-based capital regulations to provide for the
consideration of interest rate risk in the agencies' determination of a banking
institution's capital adequacy. The amendments require such institutions to
effectively measure and monitor their interest rate risk and to maintain
capital adequate for that risk. The agencies have also issued for comment a
joint policy statement that describes a framework that may be used by the
agencies to measure and monitor an institution's level of interest rate risk in
the assessment of a banking institution's capital adequacy. The agencies plan
at some future date to propose the establishment of an explicit minimum capital
requirement to account for interest rate risk.
As discussed below under "Enforcement Powers," failure to meet the minimum
regulatory capital requirements could subject a banking institution to a
variety of enforcement remedies available to federal regulatory authorities,
including, in the most severe cases, the termination of deposit insurance by
the FDIC and placing the institution into conservatorship or receivership.
As of December 31, 1995, Comerica exceeded the minimum ratio of total capital
to risk-weighted assets and the minimum leverage ratio for bank holding
companies.
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ENFORCEMENT POWERS OF THE FEDERAL BANKING AGENCIES. The Federal
Reserve Board and the other federal banking agencies have broad enforcement
powers, including the power to terminate deposit insurance, impose substantial
fines and other civil and criminal penalties and appoint a conservator or
receiver. Failure to comply with applicable laws, regulations and supervisory
agreements could subject Comerica or its banking subsidiaries, as well as
officers, directors and other institution-affiliated parties of these
organizations, to administrative sanctions and potentially substantial civil
money penalties. In addition to the grounds discussed under "Prompt Corrective
Action," the appropriate federal banking agency may appoint the FDIC as
conservator or receiver for a banking institution (or the FDIC may appoint
itself, under certain circumstances) if any one or more of a number of
circumstances exist, including, without limitation, the fact that the banking
institution is undercapitalized and has no reasonable prospect of becoming
adequately capitalized; fails to become adequately capitalized when required to
do so; fails to submit a timely and acceptable capital restoration plan; or
materially fails to implement an accepted capital restoration plan.
FDIC INSURANCE ASSESSMENTS. The deposits of all the banking subsidiaries
are insured by the Bank Insurance Fund (the "BIF") of the FDIC to the extent
provided by law, except that the deposits of Comerica Bank & Trust, FSB and
certain deposits of other banking subsidiaries that were acquired from
insolvent savings associations are insured by the FDIC's Savings Association
Insurance Fund (the "SAIF").
The FDIC has adopted a risk-based assessment system under which the
assessment rate for an insured depository institution varies according to the
level of risk involved in its activities. Under this risk-based insurance
system, effective January 1, 1996, the rate assessed for each of Comerica's
BIF-insured banking subsidiaries decreased from 4 cents per $100 of eligible
deposits to zero, subject to a minimum assessment of $2,000 per institution per
year.
Most thrift institutions are insured by the SAIF of the FDIC and are
currently assessed deposit insurance premiums higher than those assessed
against most BIF institutions. The deposits held by Comerica's federal savings
bank in Florida, as well as SAIF-insured deposits that were acquired from
insolvent savings associations by Comerica's subsidiary banks, are subject to
this higher premium.
In response to concerns that this insurance premium disparity would have a
negative effect on SAIF-insured institutions and the SAIF, Congress recently
passed legislation that would have, among other things, eliminated the deposit
insurance premium disparity and utilized BIF assessments to help fund debt
service on certain Financing Corporation (FICO) bonds, which could have resulted
in higher insurance premiums for BIF-insured institutions. This legislation was
vetoed by President Clinton in December 1995, but could reappear in subsequent
legislation. In addition, other bills to eliminate the BIF-SAIF assessment
disparity have been introduced in Congress. It cannot be predicted whether,
when or in what form any such legislation will be enacted, or what effect such
legislation will have on Comerica's banking subsidiaries.
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CONTROL ACQUISITIONS. The Change in Bank Control Act (the "CBCA") prohibits
a person or group of persons from acquiring "control" of a bank holding company
unless the Federal Reserve Board has been notified and has not objected to the
transaction. Under a rebuttable presumption established by the Federal Reserve
Board, the acquisition of 10% or more of a class of voting stock of a bank
holding company with a class of securities registered under Section 12 of the
Exchange Act, such as Comerica, would, under the circumstances set forth in the
presumption, constitute acquisition of control of Comerica.
In addition, any company is required to obtain the approval of the Federal
Reserve Board under the BHCA before acquiring 25% (5% in the case of an
acquiror that is a bank holding company) or more of the outstanding Common
Stock of Comerica, or otherwise obtaining control or a "controlling influence"
over Comerica.
Effective September 24, 1995, the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 has permitted an adequately capitalized and
adequately managed bank holding company, with Federal Reserve Board approval,
to acquire banking institutions located in states other than the bank holding
company's home state without regard to whether the transaction is prohibited
under state law. In addition, effective June 1, 1997, national banks and state
banks with different home states will be permitted to merge across state lines,
with the approval of the appropriate federal banking agency, unless the home
state of a participating banking institution passes legislation prior to that
date that expressly prohibits interstate mergers. Of Comerica's primary
markets, Texas is the only state to date to have opted out of the interstate
branching provisions. Further, such interstate mergers may be effected prior
to June 1, 1997 so long as the home state of each participating banking
institution has passed qualifying legislation that expressly permits such
transactions. Michigan, California, and Illinois have all passed early opt-in
legislation. The Michigan and California legislation is already effective.
The Illinois legislation will be effective as of January 6, 1997.
FUTURE LEGISLATION. Various legislation, including proposals to overhaul
the bank regulatory system, expand the powers of banking institutions and bank
holding companies and limit the investments that a depository institution may
make with insured funds, is from time to time introduced in Congress. Such
legislation may change banking statutes and the operating environment of
Comerica and its banking subsidiaries in substantial and unpredictable ways.
Comerica cannot determine the ultimate effect that potential legislation, if
enacted, or implementing regulations, would have upon the financial condition or
results of operations of Comerica or its subsidiaries.
USE OF PROCEEDS
Except as otherwise specified in a Prospectus Supplement, the net proceeds
from the sale of the Preferred Stock offered by this Prospectus will be applied
to Comerica's general funds to be utilized for such corporate purposes as may be
determined by management, which may include investments in, and extensions of
credit to, existing and future subsidiaries, the funding of acquisitions of
banking and nonbanking institutions (including the repurchase of issued and
outstanding shares of common stock of Comerica which may be used to fund part
or all of the acquisition consideration) and other general corporate purposes.
Except as otherwise indicated in a Prospectus Supplement, specific
allocations of the proceeds to such purposes will not have been made at the
date of the applicable Prospectus Supplement. The precise amount and timing of
investments in, and extensions of credit to, subsidiaries will depend upon
their funding requirements and the availability of other funds to Comerica and
its subsidiaries. Based upon the anticipated future financing requirements of
Comerica and its subsidiaries, Comerica expects that it will, from time to
time, engage in additional financings of a character and in an amount to be
determined.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
Comerica's ratios of earnings to combined fixed charges and preferred
stock dividends are set forth below for the periods indicated:
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Three Months
Ended March 31, Year Ended December 31,
--------------- -----------------------
1996 1995 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----
Consolidated ratio
of earnings to
combined fixed
charges and
preferred stock
dividends
(including interest
on deposits) 1.56 x 1.49 x 1.47 x 1.64 x 1.70 x 1.38 x 1.30 x
-------- -------- ------ ------ ------ ------ ------
Consolidated ratio
of earnings to
combined fixed
charges and
preferred stock
dividends
(excluding interest
on deposits) 2.30 x 2.09 x 2.03 x 2.61 x 3.94 x 3.20 x 2.75 x
======== ======== ====== ====== ====== ====== ======
The ratio of earnings to combined fixed charges and preferred stock
dividends is computed by dividing income before income taxes and fixed charges
by fixed charges and pre-tax earnings required to cover preferred stock
dividends. Fixed charges are defined as interest expense and the portion of net
rental expense estimated to be representative of the interest factor.
DESCRIPTION OF COMERICA CAPITAL STOCK
The following description contains a summary of all of the material
features of the capital stock of Comerica but does not purport to be complete
and is subject to and qualified in its entirety by reference to the Comerica
Restated Certificate of Incorporation, including the Certificate of Designation
for the Comerica Series C Preferred Stock (the "Comerica Charter"), both of
which are filed as exhibits to the Registration Statement of which this
Prospectus forms a part and are incorporated herein by reference.
GENERAL. Comerica's total authorized capital stock currently consists of
(i) 10,000,000 shares of preferred stock, without par value (the "Preferred
Stock"), and (ii) 250,000,000 shares of common stock, with a par value of $5.00
per share (the "Common Stock").
PREFERRED STOCK. For a general description of the Preferred Stock being
offered pursuant to this Prospectus, see "DESCRIPTION OF PREFERRED STOCK"
below. Of the 10,000,000 shares of Preferred Stock authorized, 500,000 shares
with no stated value have been designated as Series C Participating Preferred
Stock (the "Comerica Series C Preferred Stock"). All shares of two former
series of Preferred Stock, designated Adjustable Rate Cumulative Preferred
Stock, Series A and Series B Preferred Stock, have been redeemed and restored
to the status of authorized but unissued Preferred Stock. All shares designated
as Comerica Series C Preferred Stock have been reserved for issuance in
connection with the Comerica Rights Plan. For a description of the Comerica
Rights and the Comerica Rights Plan, see "THE COMERICA
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RIGHTS PLAN" below. The Comerica Rights are not currently exercisable and no
shares of Comerica Series C Preferred Stock are outstanding.
COMERICA SERIES C PREFERRED STOCK. The Comerica Series C Preferred Stock
is issuable upon exercise of the Comerica Rights. The Comerica Rights are not
currently exercisable and no shares of Comerica Series C Preferred Stock are
outstanding. For a description of the Comerica Rights, see "THE COMERICA RIGHTS
PLAN" below. The Comerica Series C Preferred Stock carries a quarterly dividend
rate equal (rounded to the nearest cent) to the greater of (a) $10 or (b) a
multiple (the "Comerica Multiple") times the aggregate per share amount of all
cash dividends and the Comerica Multiple times the aggregate per share amount
of all non-cash dividends or other distributions other than a dividend payable
in shares of Common Stock or a subdivision of the outstanding shares of Common
Stock, declared on the Common Stock during the period specified. Dividends on
the Comerica Series C Preferred Stock are cumulative. The Comerica Multiple,
which is subject to adjustment upon the occurrence of stock dividends on, or
splits or combinations of, outstanding Common Stock is 450. Unless all
dividends on the Comerica Series C Preferred Stock have been paid in full, no
dividend may be declared or paid on the Common Stock. If dividends shall be in
arrears in an amount equal to six quarterly dividends, the holders of the
Comerica Series C Preferred Stock shall have the right, voting as a class, to
elect two directors.
Each share of Comerica Series C Preferred Stock is entitled to vote on all
matters submitted to a vote of the shareholders of Comerica, the number of
votes being subject to adjustment under the same circumstances which require an
adjustment of the Comerica Multiple but may not have more than one vote per
share. Except as otherwise required by the Comerica Charter or bylaws, the
holders of shares of Comerica Series C Preferred Stock and the holders of Common
Stock vote together as one class.
Upon any liquidation, dissolution or winding up of Comerica, each share of
Comerica Series C Preferred Stock is entitled, prior to any payment or
distribution in respect of the Common Stock, to a liquidation preference equal
to $100 plus any accrued and unpaid dividends. If sufficient assets of Comerica
remain after payment of the liquidation preference in respect of the Comerica
Series C Preferred Stock and certain payments to the holders of Common Stock,
the Comerica Series C Preferred Stock participates with the Common Stock in
respect of the remaining assets of Comerica based on a ratio.
If Comerica enters into any consolidation, merger, combination or other
transaction in which Common Stock is exchanged for other stock, securities,
cash or other property, then the shares of Comerica Series C Preferred Stock
will at the same time be similarly exchanged in an amount per share, subject to
certain adjustments, equal to the Comerica Multiple times the aggregate amount
of stock, security, cash or other property into which or for which each share
of Common Stock is changed or exchanged.
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COMMON STOCK. Subject to the rights of any outstanding shares of Preferred
Stock, the holders of Common Stock are entitled to receive such dividends as
may from time to time be declared by the Comerica Board of Directors (the
"Comerica Board"). They are entitled to one vote per share of Common Stock on
every issue submitted to them as Comerica shareholders at a meeting of
shareholders or otherwise. In the event of liquidation they are entitled, after
payment in full of the liquidation preference of any outstanding Preferred
Stock and subject to the right of the holders of Comerica Series C Preferred
Stock to participate in certain distributions, to share ratably in all assets
of Comerica available for distribution to holders of Common Stock. Holders of
shares of Common Stock do not have preemptive or cumulative voting rights. All
shares of Common Stock now issued and outstanding are fully paid and
nonassessable. As of April 30, 1996, 116,667,000 shares of Common Stock were
issued and outstanding.
The registrar and transfer agent for the Common Stock is Norwest Bank,
Minnesota, National Association.
THE COMERICA RIGHTS PLAN
On January 26, 1988, the Comerica Board declared a dividend distribution
of one right (each, a "Comerica Right") for each outstanding share of Comerica
Common Stock to shareholders of record at the close of business on February 8,
1988. Each Comerica Right entitles the registered holder to purchase from
Comerica a unit consisting of 1/100th of one share (a "Unit") of Comerica
Series C Preferred Stock at a Purchase Price (the "Comerica Purchase Price") of
$175 in cash per Unit, subject to adjustment. The number of Comerica Rights
per share of Comerica Common Stock is subject to adjustment in certain events
described below. Each share of Comerica Common Stock currently carries 1/9th of
one Comerica Right.
The description and terms of the Comerica Rights are set forth in a Rights
Agreement (the "Comerica Rights Agreement"), dated as of January 28, 1988, as
amended, between Comerica and Comerica Bank, as Rights Agent (the "Comerica
Rights Agent").
At the present time, the Comerica Rights attach to all Comerica Common
Stock certificates representing outstanding shares, and no separate Comerica
Rights certificates have been distributed. The Comerica Rights will separate
from the Comerica Common Stock and a "Comerica Distribution Date" will occur
upon the earlier of (i) ten days following a public announcement that a person
or group of affiliated or associated persons (a "Comerica Acquiring Person")
has acquired, or obtained the right to acquire, beneficial ownership of 20
percent or more of the outstanding shares of Comerica Common Stock (the
"Comerica Stock Acquisition Date"), or (ii) ten business days following the
commencement of a tender offer or exchange offer that would result in a person
or group beneficially owning 25% or more of such outstanding shares of Comerica
Common Stock. Until a Comerica Distribution Date, (i) the Comerica Rights will
be evidenced by the Comerica Common Stock certificates and will be transferred
with and only with such Comerica Common Stock certificates, (ii) new Comerica
Common Stock certificates issued after February 8, 1988 will contain a notation
incorporating the Comerica Rights
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Agreement by reference, and (iii) the surrender for transfer of any
certificates for Comerica Common Stock outstanding will also constitute the
transfer of the Comerica Rights associated with the Comerica Common Stock
represented by such certificates.
The Comerica Rights are not exercisable until the Comerica Distribution
Date and will expire at the earlier of (i) the close of business on February 8,
1998, and (ii) the date which is 24 months after the first date upon which
Comerica can generally be acquired by bank holding companies, and Comerica is
generally permitted to acquire banks, principally located in at least 15 of the
20 states listed on Exhibit D to the Comerica Rights Agreement, unless earlier
redeemed by Comerica as described below. Pursuant to the Comerica Rights
Agreement, Comerica reserves the right to require prior to the occurrence of a
Comerica Triggering Event (as defined below) that, upon any exercise of
Comerica Rights, a number of Comerica Rights be exercised so that only whole
shares of Comerica Series C Preferred Stock will be issued.
As soon as practicable after a Comerica Distribution Date, Comerica Rights
certificates will be mailed to holders of record of the Comerica Common Stock
as of the close of business on the Comerica Distribution Date and, thereafter,
the separate Comerica Rights certificates alone will represent the Comerica
Rights. Except as otherwise determined by the Comerica Board and except in
connection with the shares of Comerica Common Stock issued upon the exercise of
employee stock options or the conversion of convertible securities, only shares
of Comerica Common Stock issued prior to the Comerica Distribution Date will be
issued with Comerica Rights. The number of Comerica Rights per share of
Comerica Common Stock is subject to adjustment upon the occurrence of stock
dividends on, or splits or combinations of, outstanding Comerica Common Stock.
Currently, each share of Comerica Common Stock currently carries 1/9th of one
Comerica Right.
In the event that, at any time following the Comerica Distribution Date,
(i) a person becomes the beneficial owner of more than 25 percent of the then
outstanding shares of Comerica Common Stock except pursuant to an offer for all
outstanding shares of Comerica Common Stock which the independent directors
serving on the Comerica Board determine to be fair to, and otherwise in the
best interests of, Comerica shareholders, or (ii) Comerica is the Surviving
Corporation in a merger with a Comerica Acquiring Person and the Comerica
Common Stock is not changed or exchanged, each holder of a Comerica Right will
thereafter have the right to receive, upon exercise, Comerica Common Stock (or,
in certain circumstances, cash, property, or other securities of Comerica)
having a value equal to two times the exercise price of the Comerica Right.
Notwithstanding the foregoing, following the occurrence of any of the events
set forth in this paragraph, all Comerica Rights that are, or (under certain
circumstances specified in the Comerica Rights Agreement) were, beneficially
owned by any Comerica Acquiring Person will be null and void. However, Comerica
Rights are not exercisable following the occurrence of either of the events set
forth above until such time as the Comerica Rights are no longer redeemable by
Comerica as set forth below.
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In the event that, at any time following the Comerica Stock Acquisition
Date, (i) Comerica is acquired in a merger or other business combination
transaction in which Comerica is not the Surviving Corporation or Comerica
Common Stock is changed or exchanged (other than a merger which follows an
offer described in clause (i) of the preceding paragraph), or (ii) 50 percent
or more of Comerica's assets or earning power is sold or transferred, each
holder of a Comerica Right (except Comerica Rights which previously have been
voided as set forth above) shall thereafter have the right to receive, upon
exercise, common stock of the acquiring company having a value equal to two
times the exercise price of the Comerica Right. Each of the events set forth in
this paragraph and in the preceding paragraph is referred to as a "Comerica
Triggering Event."
The Comerica Purchase Price payable, and the number of Units of Comerica
Series C Preferred Stock or other securities or property issuable, upon
exercise of the Comerica Rights are subject to adjustment in certain events.
At any time until ten days following the Comerica Stock Acquisition Date,
Comerica may redeem the Comerica Rights in whole, but not in part, at a price
of $0.05 per Comerica Right, subject to adjustment where appropriate (payable
in cash, stock, or other consideration deemed appropriate by the Comerica
Board). After the redemption period has expired, Comerica's right of redemption
may be reinstated if a Comerica Acquiring Person reduces his or her beneficial
ownership to 10 percent or less of the outstanding shares of Comerica Common
Stock in a transaction or series of transactions not involving Comerica.
Immediately upon the action of the Comerica Board ordering redemption of the
Comerica Rights, the Comerica Rights will terminate and the only right of the
holders of Comerica Rights will be to receive the $0.05 redemption price. Until
a Comerica Right is exercised, the holder thereof, as such, will have no rights
as a holder of Comerica shares, including, without limitation, the right to
vote or to receive dividends.
Other than those provisions relating to the principal economic terms of
the Comerica Rights, any of the provisions of the Comerica Rights Agreement
(including the provisions relating to the termination of such agreement) may be
amended by the Comerica Board prior to the Comerica Distribution Date. After
the Comerica Distribution Date, the provisions of the Comerica Rights Agreement
may be amended by the Comerica Board in order to cure any ambiguity, to make
changes which do not adversely affect the interests of holders of Comerica
Rights (excluding the interests of any Comerica Acquiring Person), or to
shorten or lengthen any time period under the Comerica Rights Agreement;
provided, however, that no amendment to adjust the time period governing
redemption shall be made at such time as the Comerica Rights are not
redeemable.
The Comerica Rights have certain anti-takeover effects. The Comerica
Rights will cause substantial dilution to a person or group that attempts to
acquire Comerica on terms not approved by the Comerica Board, unless the offer
is conditional on a substantial number of Comerica Rights being acquired. The
Comerica Rights, however, should not affect any prospective offeror willing to
make an offer at a fair price and otherwise in the best interests of Comerica
and its shareholders as determined by a majority of the independent directors
on the Comerica Board, or willing to
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negotiate with the Comerica Board. The Comerica Rights should not interfere
with any merger or other business combination approved by the Comerica Board
since the Comerica Board may, at its option, at any time until ten days
following the Comerica Stock Acquisition Date redeem all but not less than all
of the then outstanding Comerica Rights at the $0.05 redemption price.
The foregoing description of the Comerica Rights does not purport to be
complete and is qualified in its entirety by reference to the Comerica Rights
Agreement, as amended, which is incorporated by reference herein. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE" above.
DESCRIPTION OF PREFERRED STOCK
GENERAL. Comerica is authorized by its Restated Certificate of
Incorporation, as amended, to issue 10,000,000 shares of Preferred Stock,
without par value, which may be issued in one or more series with such voting
powers, full or limited, but not to exceed one vote per share, or without voting
powers, and with such designations, preferences and privileges, relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as shall be stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the Comerica Board and
the Preferred Stock Designation Committee thereof (the "Stock Committee"). Of
the 10,000,000 shares of Preferred Stock authorized, 500,000 shares with no
stated value have been designated as Series C Participating Preferred Stock. See
"DESCRIPTION OF COMERICA CAPITAL STOCK-- Comerica Series C Preferred Stock",
above.
The following description of the terms of the Preferred Stock being
offered pursuant to this Prospectus sets forth certain general terms and
provisions of the Preferred Stock to which any Prospectus Supplement may
relate. Certain terms of any series of Preferred Stock offered by any
Prospectus Supplement will be described in the Prospectus Supplement relating
to such series of Preferred Stock. If so indicated in the Prospectus
Supplement, the terms of any such series may differ from the terms set forth
below.
The Stock Committee is authorized to declare dividends payable on the
Preferred Stock and to establish and designate series and to fix the number of
shares and the relative rights, preferences and limitations of the respective
series of Preferred Stock (other than voting rights), all of which terms and
conditions shall be set forth in the Prospectus Supplement accompanying
this Prospectus relating to the particular series of Preferred Stock offered
thereby. The terms of particular series of Preferred Stock may differ, among
other things, in (a) the number of shares to constitute such series, (b) the
dividend rate (or the method of calculation thereof) on the shares of such
series and whether such dividends will be cumulative or noncumulative, (c)
whether or not the shares of the series will be redeemable or convertible at
the option of the holder or Comerica and the terms thereof, (d) the amount per
share payable on the shares of the series in case of liquidation, dissolution
or winding up of Comerica and (e) the other rights and privileges and any
qualifications, limitations or restrictions of such rights or privileges of
such series.
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Unless stated otherwise in the applicable Prospectus Supplement, when
issued, each series of Preferred Stock will rank on a parity with all the other
outstanding series of preferred stock issued by Comerica as to payment of
dividends (except with respect to the cumulation thereof) and as to the
distribution of assets upon liquidation, dissolution or winding up. Subject to
the terms of the Preferred Stock to be offered, the remaining shares of
undesignated Preferred Stock may be issued by Comerica in one or more series,
at any time or from time to time, with such rights, preferences and limitations
as the Comerica Board or any duly authorized committee thereof (including the
Stock Committee) shall determine, all without further action of the holders of
the Preferred Stock or any other stockholders. Norwest Bank, Minnesota,
National Association will be the transfer agent, dividend disbursing agent and
registrar for the shares of Preferred Stock.
Under existing interpretations of the Federal Reserve Board and the Office
of Thrift Supervision, if the holders of the Preferred Stock become entitled to
vote for the election of directors, Preferred Stock may then be deemed a "class
of voting securities" and a holder of 25% or more of the Preferred Stock (or a
holder of 5% or more of the Preferred Stock that otherwise exercises a
"controlling influence" over Comerica) may then be subject to regulation as a
"bank holding company" in accordance with the Bank Holding Company Act of 1956,
as amended, and a holder of 25% or more of the Preferred Stock (or a holder of
10% or more of the Preferred Stock that otherwise possesses certain "control
factors" with respect to Comerica) may then be subject to regulation as a
"savings and loan holding company" in accordance with the Home Owners' Loan Act
of 1933, as amended. In addition, at such time, (i) any bank holding company or
foreign bank with a U.S. presence generally would be required to obtain the
approval of the Federal Reserve Board under the Bank Holding Company Act of
1956, as amended, to acquire or retain 5% or more of the Preferred Stock; (ii)
any person other than a bank holding company may be required to obtain the
approval of the Federal Reserve Board and the Office of Thrift Supervision
under the Change in Bank Control Act to acquire or retain 10% or more of the
Preferred Stock; and (iii) any savings and loan holding company generally could
not retain in excess of 5% of the Preferred Stock.
The following statements are brief summaries of certain provisions that
will be contained in the Certificate of Designations authorizing the issuance
of a series of Preferred Stock, do not purport to be complete and are qualified
in their entirety by reference to such Certificate of Designations and
Comerica's Restated Certificate of Incorporation, as amended. Prior to the
issuance of a series of Preferred Stock the resolutions set forth in the
Certificate of Designations will be adopted by the Comerica Board or the Stock
Committee and such Certificate of Designations will then be filed with the
Secretary of State of the State of Delaware.
DIVIDENDS. Holders of shares of Preferred Stock will be entitled to
receive, as, if and when declared by the Comerica Board or the Stock Committee
out of assets of Comerica legally available for payment, cash dividends at the
rate set forth in, or calculated in accordance with the formula set forth in,
the Prospectus Supplement. Dividends on the Preferred Stock may be cumulative
("Cumulative Preferred Stock") or noncumulative ("Noncumulative Preferred
Stock")
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as provided in the Prospectus Supplement. Unless otherwise provided in
the Prospectus Supplement, dividends on Cumulative Preferred Stock will be
cumulative from the date of original issue of such series and will be payable
quarterly in arrears on the dates specified in the Prospectus Supplement. If
any date so specified as a dividend payment date is not a business day,
dividends (if declared) on the Preferred Stock (unless otherwise provided in
the Prospectus Supplement) will be paid on the immediately succeeding business
day, without interest. A dividend period with respect to a dividend payment
date is the period commencing on the immediately preceding dividend payment
date (or, in the case of the initial dividend period, the date of issuance of
the Preferred Stock) and ending on the day immediately prior to the next
succeeding dividend payment date. If the Comerica Board or the Stock Committee
fails to declare or pay a dividend on any series of Noncumulative Preferred
Stock for any dividend period, Comerica shall have no obligation to pay a
dividend for such period, whether or not dividends on such series of
Noncumulative Preferred Stock are declared for any future dividend period.
Dividends on the Preferred Stock will be payable in arrears to holders of
record as they appear on the stock register of Comerica on such record dates,
not more than thirty nor less than fifteen days preceding the payment dates
thereof, as shall be fixed by the Comerica Board or the Stock Committee. No full
dividends will be declared or paid or set apart for payment on the preferred
stock of any series ranking, as to dividends, on a parity with or junior to any
other series of Preferred Stock for any period unless full dividends have been
or are contemporaneously declared and paid or declared and a sum sufficient for
the payment thereof is set apart for such payment on such series of Preferred
Stock for (i) all dividend periods terminating on or prior to the date of
payment of such full cumulative dividends (in the case of a series of
Cumulative Preferred Stock) or (ii) the immediately preceding dividend period
(in the case of a series of Noncumulative Preferred Stock). When dividends are
not paid in full upon any series of Preferred Stock (whether Cumulative
Preferred Stock or Noncumulative Preferred Stock) and any other preferred stock
ranking on a parity as to dividends with such series of Preferred Stock, all
dividends declared upon shares of such series of Preferred Stock and any other
preferred stock ranking on a parity as to dividends will be declared pro rata
so that the amount of dividends declared per share on such series of Preferred
Stock and such other preferred stock will in all cases bear to each other the
same ratio that accrued dividends per share (which, in the case of
Noncumulative Preferred Stock, shall not include any cumulation in respect of
unpaid dividends for prior dividend periods) on the shares of such series of
Preferred Stock and such other preferred stock bear to each other. Except as
provided in the preceding sentence, unless full dividends on all outstanding
shares of any such series of Preferred Stock have been declared and paid or set
apart for payment for all past dividend periods, in the case of a series of
Cumulative Preferred Stock, or for the immediately preceding dividend period,
in the case of a series of Noncumulative Preferred Stock, and Comerica is not
in default with respect to any redemption of shares of Preferred Stock
announced by Comerica as described under "Redemption" below, no dividends
(other than dividends or distributions paid in shares of, or options, warrants
or rights to subscribe for or purchase shares of, the Common Stock of Comerica
or another stock of Comerica ranking junior to the Preferred Stock as to
dividends and upon liquidation) will be declared or paid or set aside for
payment or other distribution declared or made upon the Common Stock of
Comerica or upon any other stock of Comerica ranking junior to or on parity
with the Preferred Stock as to dividends or upon
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liquidation, nor will any Common Stock of Comerica nor any other stock of
Comerica ranking junior to or on parity with such Preferred Stock as to
dividends or upon liquidation be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking fund
for the redemption of any shares of any such stock) by Comerica (except by
conversion into or exchange for stock of Comerica ranking junior to the
Preferred Stock as to dividends and upon liquidation). Unless otherwise
specified in the Prospectus Supplement, the amount of dividends payable for any
period shorter than a full dividend period shall be computed on the basis of
twelve 30-day months, a 360-day year and the actual number of days elapsed in
any period of less than one month.
LIQUIDATION PREFERENCE. Upon any liquidation, dissolution or winding up of
Comerica, whether voluntary or involuntary, the holders of the Preferred Stock
will have preference and priority over the Common Stock, or any other class of
stock of Comerica ranking on liquidation, dissolution or winding up junior to
the Preferred Stock, for payments out of or distribution of the assets of
Comerica or proceeds thereof, whether from capital or surplus, of the amount
per share set forth in the Prospectus Supplement plus all dividends
(whether or not earned or declared), accrued and unpaid thereon to the date of
final distribution to such holders (but in the case of Noncumulative Preferred
Stock, without cumulation of unpaid dividends for prior dividend periods), and
after such payment the holders of Preferred Stock will be entitled to no other
payments. If, in the case of any such liquidation, dissolution or winding up of
Comerica, the assets of Comerica or proceeds thereof should be insufficient to
make the full liquidation payment in the amount per share set forth in the
Prospectus Supplement, plus all accrued and unpaid dividends on the Preferred
Stock (but in the case of Noncumulative Preferred Stock without cumulation of
unpaid dividends for prior dividend periods) and liquidating payments on any
other preferred stock ranking as to liquidation, dissolution or winding up on a
parity with the Preferred Stock, then such assets or proceeds thereof will be
distributed among the holders of the Preferred Stock and any such other
preferred stock ratably in accordance with the respective amounts which would
be payable on such shares of Preferred Stock and any such other preferred stock
if all amounts thereon were paid in full. A consolidation or merger of Comerica
with one or more corporations will not be deemed to be a liquidation,
dissolution or winding up, voluntary or involuntary, of Comerica.
REDEMPTION. Unless otherwise specified in the applicable Prospectus
Supplement, Comerica may, at its option, with prior Federal Reserve Board
approval to the extent then required by applicable law, at any time or from
time to time on not less than 30 and not more than 60 days' notice, redeem any
series of Preferred Stock in whole or part at the redemption prices and on the
dates set forth in the Prospectus Supplement for the related series of
Preferred Stock.
If less than all outstanding shares of a series of Preferred Stock are to
be redeemed, the selection of the shares to be redeemed will be decided by lot
or pro rata as may be determined by the Comerica Board or the Stock Committee,
or by any other method which may be determined by the Comerica Board or the
Stock Committee to be equitable. From and after the redemption date (unless
default shall be made by Comerica in providing money for the payment of the
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redemption price), dividends will cease to accrue on the shares of Preferred
Stock called for redemption, such shares will no longer be deemed to be
outstanding and all rights of the holders thereof (except the right to receive
the redemption price) will cease.
In addition, Comerica, at its option, may, with prior Federal Reserve
Board approval to the extent then required by applicable law, redeem all, but
not less than all, of the outstanding shares of the Preferred Stock, out of
funds legally available therefor, if the holders of such shares would be
entitled to vote upon or consent to a merger or consolidation of Comerica under
the circumstances described under "Voting Rights" below and all of the
following conditions have been satisfied: (i) Comerica shall have requested the
vote or consent of the holders of such shares to the consummation of such
merger or consolidation, stating in such request that failing the requisite
favorable vote or consent Comerica will have the option to redeem such shares,
(ii) Comerica shall have not received the favorable vote or consent requisite
to the consummation of the transaction within 60 days after making such request
and (iii) such transaction shall be consummated on the date fixed for such
redemption, which date shall be no more than one year after such request is
made. Any such redemption shall be on notice as aforesaid at a redemption price
per share of the Preferred Stock set forth in the Prospectus Supplement,
plus accrued and unpaid dividends thereon (but in the case of Noncumulative
Preferred Stock without cumulation of unpaid dividends for prior dividend
periods) to the date fixed for redemption.
VOTING RIGHTS. Holders of the Preferred Stock will have no voting rights
except as from time to time required by law.
CONVERSION RIGHTS. If so described in the applicable Prospectus Supplement,
shares of a series of Preferred Stock may be convertible at the option of the
holder or Comerica into Common Stock ("Convertible Preferred Stock"), on the
terms and conditions described in the Prospectus Supplement.
TRANSFER AGENT. The registrar and transfer agent for the Preferred Stock
is Norwest Bank, Minnesota, National Association.
PLAN OF DISTRIBUTION
Preferred Stock may be offered and sold by Comerica by any of three means
of distribution: (1) through agents, (2) through underwriters or dealers or (3)
directly to one or more purchasers. Such underwriters, dealers or agents may be
affiliates of Comerica, and offers and sales of Preferred Stock may include
secondary market transactions by affiliates of Comerica. The applicable
Prospectus Supplement will set forth the terms of the offering to which such
Prospectus Supplement relates, including the name or names of any underwriters
or agents, the public offering or purchase price, the net proceeds to Comerica,
underwriting discounts and other items constituting underwriters' compensation,
any discounts and commissions allowed or paid to dealers, any commissions
allowed or paid to agents, and the securities exchanges, if any, on which such
Preferred Stock will be listed. Dealer trading may take place in certain of the
Preferred Stock, including Preferred Stock not listed on any securities
exchange. Direct sales may be made on a national securities exchange or
otherwise.
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The Preferred Stock may be purchased to be reoffered to the public through
underwriting syndicates led by one or more managing underwriters, or through one
or more underwriters acting alone. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time. If so indicated in the applicable Prospectus
Supplement, Comerica will authorize underwriters or agents to solicit offers by
certain institutions to purchase securities from Comerica pursuant to Delayed
Delivery Contracts providing for payment and delivery at a future date.
Any underwriter or agent participating in the distribution of the
Preferred Stock may be deemed to be an underwriter, as that term is defined in
the Securities Act of 1933, as amended (the "Securities Act"), of the Preferred
Stock so offered and sold and any discounts or commissions received by them and
any profit realized by them on the sale or resale of the Preferred Stock may be
deemed to be underwriting discounts and commissions under the Securities Act.
Underwriters, agents and their controlling persons may be entitled, under
agreements entered into with Comerica, to indemnification by Comerica against
certain civil liabilities, including liabilities under the Securities Act.
Underwriters, agents or their controlling persons may engage in
transactions with and perform services for Comerica in the ordinary course of
business.
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EXPERTS
The consolidated financial statements of Comerica as of December 31, 1995
and 1994 incorporated by reference in this Prospectus from Comerica's Annual
Report on Form 10-K for the year ended December 31, 1995 have been audited by
Ernst & Young LLP, independent public accountants, and are given on the
authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Securities will be passed upon for Comerica by Bodman,
Longley & Dahling LLP, Detroit, Michigan. As of May 20, 1996, approximately
62,269 shares of Comerica's Common Stock, $5 par value, were beneficially owned
by the attorneys in the firm of Bodman, Longley & Dahling LLP.
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PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting discounts and commissions,
are:
Securities and Exchange Commission registration fee. . . . $________
New York Stock Exchange filing fee . . . . . . . . . . . . ________
Legal fees and expenses . . . . . . . . . . . . . . . . . ________
Blue sky fees and expenses (including fees of counsel) . . ________
Accounting Services. . . . . . . . . . . . . . . . . . . . ________
Printing and engraving fees. . . . . . . . . . . . . . . . ________
Transfer Agent's fees. . . . . . . . . . . . . . . . . . . ________
Trustee's fees . . . . . . . . . . . . . . . . . . . . . . ________
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . ________
Total $ . . . . . . . . . . . . . . . . . . . . . . . $________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Delaware General Corporation Law authorizes a corporation's Board of
Directors to grant indemnity to officers and directors for certain liabilities,
including reimbursement of expenses incurred, arising under the Securities Act.
Article 12 of Comerica's Bylaws provides for indemnification of its officers,
directors, employees and other agents to the maximum extent permitted by
Delaware law.
Comerica has purchased directors' and officers' liability insurance
covering certain liabilities incurred by its directors in connection with the
performance of their duties.
The Underwriting Agreement filed herewith as Exhibit 1(a) contains
provisions by which the Underwriter has agreed to indemnify Comerica, each
person who controls Comerica within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, each director of Comerica, and each
officer of Comerica who signs this Registration Statement with respect to
information furnished in writing by the Underwriter for use in this Registration
Statement.
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ITEM 16. EXHIBITS.
1(a) Proposed form of Underwriting Agreement for Debt Securities
1(b)* Proposed form of Underwriting Agreement for Preferred Stock
4(a) Restated Certificate of Incorporation of Comerica**
4(b) Bylaws of Comerica
4(c) Form of Indenture (which includes form of Note) between Comerica
and ____________, as Trustee
4(d)* Form of Certificate of Designation
5 * Opinion of Bodman, Longley & Dahling LLP
12(a) Statement re Computation of Ratios of Earnings to Fixed Charges
12(b) Statement re Computation of Ratios of Earnings to Fixed Charges and
Dividends on Preferred Stock
23(a) Consent of Ernst & Young L.L.P.
23(b)* Consent of Bodman, Longley & Dahling LLP (to be included in
Exhibit 5).
24 Power of Attorney (included at page II-5 -- II-6).
25 * Statement of Eligibility of Trustee
27 Financial Data Schedule. Schedule has been omitted because it is
not required.
- ---------------
* To be filed by amendment.
** Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file no. 1-10706.
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ITEM 17. 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 a 20 percent
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)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, 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.
(d) The undersigned Registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.
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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-3 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 May 17, 1996.
COMERICA INCORPORATED
By: /s/ Eugene A. Miller
------------------------------------------
Name: Eugene A. Miller
Chairman and Chief Executive Officer
By: /s/ Ralph W. Babb, Jr.
------------------------------------------
Name: Ralph W. Babb, Jr.
Executive Vice President and
Chief Financial Officer
By: /s/ Arthur W. Hermann
------------------------------------------
Name: Arthur W. Hermann
Senior Vice President and Controller
(Principal Accounting Officer)
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Mark W. Yonkman and Gloria G. Freud, and each of
them, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, to act, without the other, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ E. Paul Casey Director May 17, 1996
- ------------------------
E. Paul Casey
/s/ James F. Cordes Director May 17, 1996
- ------------------------
James F. Cordes
/s/ J. Philip DiNapoli Director May 17, 1996
- ------------------------
J. Philip DiNapoli
/s/ Max M. Fisher Director May 17, 1996
- ------------------------
Max M. Fisher
/s/ John D. Lewis Director May 17, 1996
- ------------------------
John D. Lewis
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53
/s/ Patricia Shontz Longe, Ph.D. Director May 17, 1996
- -------------------------------
Patricia Shontz Longe, Ph.D.
/s/ Wayne B. Lyon Director May 17, 1996
- -------------------------
Wayne B. Lyon
/s/ Gerald V. MacDonald Director May 17, 1996
- -------------------------
Gerald V. MacDonald
/s/ Eugene A. Miller Director May 17, 1996
- -------------------------
Eugene A. Miller
/s/ Michael T. Monahan Director May 17, 1996
- -------------------------
Michael T. Monahan
Director May 17, 1996
- -------------------------
Alfred A. Piergallini
/s/ Howard F. Sims Director May 17, 1996
- -------------------------
Howard F. Sims
Director May 17, 1996
- -------------------------
Martin D. Walker
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54
EXHIBIT INDEX
EXHIBIT PAGE NUMBER
1(a) Proposed form of Underwriting Agreement for Debt Securities
1(b)* Proposed form of Underwriting Agreement for Preferred Stock
4(a) Restated Certificate of Incorporation of Comerica**
4(b) Bylaws of Comerica
4(c) Form of Indenture (which includes form of Note) between
Comerica and ____________, as Trustee
4(d)* Form of Certificate of Designation
5* Opinion of Bodman, Longley & Dahling LLP
12(a) Statement re Computation of Ratios of Earnings to Fixed Charges
12(b) Statement re Computation of Ratios of Earnings to Fixed Charges
and Dividends on Preferred Stock
23(a) Consent of Ernst & Young L.L.P.
23(b)* Consent of Bodman, Longley & Dahling LLP (to be included in Exhibit 5).
24 Power of Attorney (included at pages II-5 -- II-6).
25* Statement of Eligibility of Trustee
- ----------
*To be filed by amendment.
**Incorporated by reference to the Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, file no. 1-10706.