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 21, 1996 COMERICA INCORPORATED - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10706 38-1998421 - -------------------------------------------------------------------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification Number) incorporation) 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 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: July 3, 1996 3 Item 5. Other Events. On June 18, 1996, Comerica Incorporated (the "Company") authorized the sale of and established the terms of 5,000,000 shares of its Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E (the "Series E Preferred Stock") under Registration No. 33-04297. The Company entered into an Underwriting Agreement dated June 18, 1996 with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated (the "Underwriters") whereby the Underwriters severally agreed to purchase, and the Company agreed to sell to them, severally, the respective number of shares of Series E Preferred Stock set forth in the Underwriting Agreement. Delivery of the Series E Preferred Stock was made on June 21, 1996 against payment therefor. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibits are filed as part of this report: Exhibit No. Exhibit ----------- ------- 1(b) Underwriting Agreement dated June 18, 1996 by and between Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated 4(d) Certificate of Designation for Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E 5 Opinion of Bodman, Longley & Dahling LLP 4 EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 1(b) Underwriting Agreement dated June 18, 1996 by and between Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. Incorporated 4(d) Certificate of Designation for Fixed/Adjustable Rate Noncumulative Preferred Stock, Series E 5 Opinion of Bodman, Longley & Dahling LLP