1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 18, 1996
COMERICA INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-10706 38-1998421
- --------------------------------------------------------------------------------
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
Comerica Tower at Detroit Center 48226
Detroit, Michigan
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(313) 222-3300
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
2
Item 5. Other Events.
On June 18, 1996, Comerica Incorporated (the "Company") entered
into a Rights Agreement with Comerica Bank as Rights Agent (the "1996 Rights
Agreement"), pursuant to the approval of the Company's Board of Directors to
extend the benefits afforded by the Company's existing shareholder rights plan
by adopting a new shareholder rights plan. The new plan, like the existing
plan, is intended to promote continuity and stability, deter coercive or
partial offers which will not provide fair value to all shareholders and
enhance the Board of Director's ability to represent all shareholders and
thereby maximize shareholder values.
Pursuant to the new Rights Agreement, one Right will be issued for
each outstanding share of common stock, par value $5.00 per share, of the
Company (the "Common Stock") upon the expiration of the existing rights (which
is expected to occur on July 1, 1996). Each of the new Rights will entitle the
registered holder to purchase from the Company one one-thousandth of a share of
Series D Participating Preferred Stock, without par value, at a price of $125
per one one-thousandth of a share. The Rights generally will not become
exercisable unless and until any person acquires 10% or more of the Common
Stock. The new Rights are redeemable under certain circumstances at $.01 per
Right and will expire, unless earlier redeemed or extended, on July 1, 2006.
The terms of the new Rights are set forth in the 1996 Rights
Agreement, a copy of which is filed herewith and is incorporated herein by
reference. A summary of the 1996 Rights Agreement is attached as Exhibit B
thereto.
2
3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Exhibit
- -------------- --------
4 Rights Agreement, dated as of June 18, 1996, between
Comerica Incorporated and Comerica Bank, which
includes as Exhibit A thereto, the Form of Rights
Certificate.
3
4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Comerica Incorporated
(Registrant)
BY: /s/ Mark W. Yonkman
------------------------------------
Name: Mark W. Yonkman
Title: Vice President and Assistant Secretary
Dated: June 18, 1996
4
5
EXHIBIT INDEX
Exhibit
No. Description Page
- ------- ----------- ----
4 Rights Agreement, dated as of June 18, 1996,
between Comerica Incorporated and Comerica
Bank, which includes as Exhibit A thereto,
the Form of Rights Certificate.