8-K 1 k61930e8-k.txt CURRENT REPORT DATED 04/27/01 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: April 27, 2001 (Date of earliest event reported) Commission File No.: 1-10706 Comerica Incorporated Delaware 38-1998421 (State of Incorporation) (I.R.S. Employer Identification No.) 500 Woodward Avenue Detroit, Michigan 48226 (Address of principal executive offices) (Zip Code) (800) 521-1190 Registrant's Telephone Number, including area code (Former name, former address and former fiscal year, if changed since last report) 2 ITEM 5. OTHER EVENTS. As reported in the registrant's Current Report on Form 8-K dated January 29, 2001 the merger of Imperial Bancorp, with and into Comerica Holdings Incorporated, a wholly-owned subsidiary of the registrant, on January 29, 2001 in a transaction accounted for by the pooling of interests method. Exhibit 99 to this Current Report on Form 8-K contains restated financial statements of the registrant, prepared in accordance with Regulation S-X, reflecting this merger. 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 hereunto duly authorized. COMERICA INCORPORATED April 27, 2001 By: /s/ George W. Madison ---------------------------- George W. Madison Executive Vice President, General Counsel and Secretary 3 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 23 a Consent of Ernst & Young b Consent of KPMG LLP 99 The following restated audited financial statements of the registrant, prepared in accordance with Regulation S-X to reflect the merger of Imperial Bancorp with and into Comerica Holdings Incorporated, a wholly-owned subsidiary of the registrant: - Consolidated Balance Sheets as of December 31, 2000 and 1999. - Consolidated Statements of Income for each of the years in the three-year period ended December 31, 2000. - Consolidated Statements of Changes in Shareholders' Equity for each of the years in the three-year period ended December 31, 2000. - Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2000. - Notes to the Consolidated Financial Statements. - Report of Independent Auditors (Ernst & Young). - Report of Independent Auditors (KPMG LLP).