-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OhZ0s/3uUM4GTef8zsE/6bdQa05StnsG64uWfT3gPF1Ur0XQZQDpoREscLA6O1yn 6VE5fbzfZrt6a+V011TgJg== 0000898822-01-000103.txt : 20010131 0000898822-01-000103.hdr.sgml : 20010131 ACCESSION NUMBER: 0000898822-01-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010129 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMERICA INC /NEW/ CENTRAL INDEX KEY: 0000028412 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 381998421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10706 FILM NUMBER: 1519297 BUSINESS ADDRESS: STREET 1: 411 W LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226-3509 BUSINESS PHONE: 3132229743 MAIL ADDRESS: STREET 1: 411 W LAFAYETTE CITY: DETROIT STATE: MI ZIP: 48226-3509 FORMER COMPANY: FORMER CONFORMED NAME: DETROITBANK CORP DATE OF NAME CHANGE: 19850311 8-K 1 0001.txt FORM 8-K 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 (Date of Earliest Event Reported): January 29, 2001 COMERICA INCORPORATED (Exact Name of Registrant as Specified in its Charter) Delaware 1-10706 38-1998421 -------- ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) Comerica Tower at Detroit Center 500 Woodward Avenue, MC 3391 Detroit, Michigan 48226 ----------------------- (Address of principal executive offices) (zip code) (800) 521-1190 ---------------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS ------------ On January 29, 2001, Imperial Bancorp, a California corporation ("Imperial"), merged with and into Comerica Holdings Incorporated, a Delaware corporation and a wholly owned subsidiary of Comerica Incorporated, a Delaware corporation ("Comerica"). As a result of that merger, each common share of Imperial outstanding immediately prior to the effective time of the merger was converted into the right to receive 0.46 shares of common stock, par value $5.00 per share, of Comerica, with cash to be paid in lieu of fractional shares, and all rights with respect to Imperial common shares pursuant to Imperial stock options outstanding at such effective time were converted into and became rights with respect to Comerica common stock on terms adjusted to reflect the 0.46 exchange ratio. The Merger is being accounted for under the "pooling-of-interests" method of accounting and a "reorganization" under the Internal Revenue Code of 1986, as amended. A copy of the press release of January 30, 2001, regarding the merger is attached as Exhibit 99.1 hereto and is hereby incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Financial statements of businesses acquired. - Not Applicable (b) Pro forma financial information. - Not Applicable (c) Exhibits. 99.1 Press release, dated January 30, 2001, issued by Comerica Incorporated. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized. COMERICA INCORPORATED By: /s/ George W. Madison --------------------- Name: George W. Madison Title: Executive Vice President, General Counsel and Corporate Secretary Date: January 30, 2001 EXHIBIT INDEX 99.1 Press release, dated January 30, 2001, issued by Comerica Incorporated. EX-99 2 0002.txt PRESS RELEASE Exhibit 99.1 ------------ COMERICA COMPLETES IMPERIAL BANCORP ACQUISITION DETROIT/JANUARY 30, 2001 -- Comerica Incorporated (NYSE: CMA) today announced it has completed the acquisition of Imperial Bancorp, headquartered in Los Angeles. Shareholders of Imperial Bancorp will receive approximately 21 million shares of Comerica common stock under a 0.46-to-1.00 fixed exchange ratio. The $1.3 billion transaction will be accounted for as a pooling of interests. Imperial shareholders had approved the transaction on January 18, 2001. The final regulatory approval was obtained on January 22, 2001. Imperial Chairman George L. Graziadio becomes chairman of the board of Comerica Bank-California; Comerica Bank-California President and Chief Executive Officer J. Michael Fulton remains president and chief executive officer; and, Imperial Bank Vice Chairman Norman P. Creighton becomes vice chairman of Comerica Bank-California. Imperial Bank provides customized financial products and services to mid-size manufacturing, distribution, wholesale, service, import/export, and title and escrow businesses, in addition to emerging technology, entertainment and residential construction. Currently, it operates 15 regional banking offices throughout California and Arizona, Colorado and Washington. Imperial also has 23 small business lending offices across the country, and 15 emerging growth loan offices serving technology centers nationwide. COMERICA COMPLETES IMPERIAL BANCORP ACQUISITION Headquartered in San Jose, Calif., Comerica Bank-California has offices in the Bay Area (San Jose to San Francisco), Santa Cruz Coastal, Los Angeles (Los Angeles and Orange counties) and San Diego. Comerica Bank-California is a subsidiary of Comerica Incorporated, a multi-state financial services provider headquartered in Detroit, with banking subsidiaries in Michigan, California and Texas, banking operations in Florida and businesses in several other states. Comerica has an investment services affiliate, Munder Capital Management, and operates banking subsidiaries in Canada and Mexico. Comerica Incorporated reported total assets of $42 billion at December 31, 2000. # # # MEDIA CONTACTS: INVESTOR CONTACT: - -------------- ---------------- Sharon R. McMurray Judith S. Love (313) 222-4881 (313) 222-2840 Wayne J. Mielke (313) 222-4732 -----END PRIVACY-ENHANCED MESSAGE-----