-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Y3Kh+RqwKnWRVSRnwECB0/3dxQ7DZvJyoYQNMdo1P0uedv9Fs74C4WDx+h54jnBW xUUZdbf1hBRThaElRcXu+A== 0000950124-95-001213.txt : 19950427 0000950124-95-001213.hdr.sgml : 19950427 ACCESSION NUMBER: 0000950124-95-001213 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950426 EFFECTIVENESS DATE: 19950515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMERICA INC /NEW/ CENTRAL INDEX KEY: 0000028412 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 381998421 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58823 FILM NUMBER: 95531321 BUSINESS ADDRESS: STREET 1: 100 RENAISCANCE CTR STREET 2: SUITE 3800 CITY: DETROIT STATE: MI ZIP: 48243 BUSINESS PHONE: 3132224000 MAIL ADDRESS: STREET 1: 411 W LAFAYETTE MAIL CODE 3415 STREET 2: ATTN JAY K OBERG CITY: DETROIT STATE: MI ZIP: 48226 FORMER COMPANY: FORMER CONFORMED NAME: DETROITBANK CORP DATE OF NAME CHANGE: 19850311 S-8 1 S-8 1 Signed Copy (with Exhibits) As filed with the Securities and Exchange Commission on __________, 1995 Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COMERICA INCORPORATED (Exact name of registrant as specified in its charter) Delaware 38-1998421 (State of Incorporation) (I.R.S. Employer Identification No.) One Detroit Center 500 Woodward Avenue, 31st Floor, Detroit, Michigan 48226 (313) 222-3300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) UNIVERSITY NATIONAL BANK & TRUST COMPANY 1980 STOCK OPTION PLAN (Full title of the Plan) Judith C. Lalka Dart Executive Vice President, General Counsel and Secretary Comerica Incorporated One Detroit Center 500 Woodward Avenue, 33rd Floor Detroit, Michigan 48226 (313) 222-3300 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Title of securities Amount to be Proposed maximum offering Proposed maximum aggregate Amount of to be registered registered(1) price per share (2) offering price (3) registration fee - ---------------- ---------- --------------- -------------- ---------------- Common Stock 165,000 shares $21.02 $2,620,775 $903.72 $5.00 par value Rights (4) None(5) None(5) 0
- --------------- (1) Pursuant to Rule 416(a), this Registration Statement shall also be deemed to cover any additional securities to be offered or issued in connection with terms of the above-referenced Plan which provide for changes in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) The offering prices per share vary depending on when the options were granted. This is the highest exercise price per share. (3) Pursuant to Rule 457(h)(1), the offering price is based upon the price at which the options may be exercised. (4) The Rights are not presently separable from the shares of Common Stock or exercisable. The number of Rights per share of Common Stock is subject to adjustment in the event of stock splits, stock-on-stock dividends or similar events. Currently, each share of Common Stock carries 1/9 of one Right. (5) No separate consideration will be received for the Rights. 2 PART II INFORMATION NOT REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, heretofore filed by Comerica Incorporated ("Comerica") with the Securities and Exchange Commission (the "Commission"), are incorporated in this Registration Statement by reference: 1. Annual Report on Form 10-K for the year ended December 31, 1994. 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since December 31, 1994. 3. The description of Comerica's common stock, par value $5.00 per share, contained in the Registration Statement on Form S-4 filed November 19, 1994 (Commission File Number 33-56627). All documents filed with the Commission by Comerica pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents. Any statement contained in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any -2- 3 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The General Corporation Law ("GCL") of the State of Delaware provides that a Delaware corporation, such as Comerica, may indemnify a director or officer against his or her expenses and judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding (other than an action by or in the right of the corporation) involving such person by reason of the fact that such person is or was a director or officer, concerning actions taken in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, without reasonable cause to believe his or her conduct was unlawful. The GCL also provides that in a derivative action, a Delaware corporation may indemnify its directors and officers against expenses actually and reasonably incurred to the extent that such director or officer acted in good faith and in a manner such director or officer reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made with respect to any claim, issue or matter as to which such director or officer is -3- 4 adjudged to be liable to the corporation unless and only to the extent that the court determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such director or officer is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. The GCL also generally permits the advancement of a director's or officer's expenses, including by means of a mandatory charter or bylaw provision to that effect, in lieu of requiring the authorization of such advancement by the Board of Directors in specific cases. Section 12 of Article V of Comerica's bylaws implements such provisions and provides as follows: INDEMNIFICATION AND INSURANCE (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to -4- 5 believe his or her conduct was unlawful. Any person who is or was an agent of the Corporation may be indemnified to the same extent as hereinabove provided. In addition, in the event any such action, suit or proceeding is threatened or instituted against a spouse to whom a director or officer is legally married at the time such director or officer is covered under the indemnification provided herein, which action, suit or proceeding arises solely out of his or her status as the spouse of a director or officer, including, without limitation, an action, suit or proceeding that seeks damages recoverable from marital community property of the director or officer and his or her spouse, property owned jointly by them or property purported to have been transferred from the director or officer to his or her spouse, the spouse of the director or officer shall be indemnified to the same extent as hereinabove provided. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, raise any inference that he or she had reasonable cause to believe that his or her conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, -5- 6 officer or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Any person who is or was an agent of the Corporation may be indemnified to the same extent as hereinabove provided. In addition, in the event any such action or suit is threatened or instituted against a spouse to whom a director or officer is legally married at the time such director or officer is covered under the indemnification provided herein which action or suit arises solely out of his or her status as the spouse of a director or officer, including, without limitation, an action or suit that seeks damages recoverable from marital community property of the director or officer and his or her spouse, property owned jointly by them or property purported to have been transferred from the director or officer to his or her -6- 7 spouse, the spouse of the director or officer shall be indemnified to the same extent as hereinabove provided. (c) To the extent that a director, officer, spouse of the director or officer, employee, or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. (d) Any indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, spouse of the director or officer, employee, or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit or proceeding, or (2) if such a quorum is not obtainable, or even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel chosen by the entire Board of Directors, subject to the reasonable satisfaction of the party seeking indemnification, in a written opinion, or (3) by the shareholders. (e) Expenses (including attorney's fees) incurred by an officer, director, or spouse of an officer or director, in defending any civil, criminal, administrative or investigative -7- 8 action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer or spouse to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorney's fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (g) The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, spouse of a director or officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section. -8- 9 (h) For the purposes of this Section, references to "the Corporation" include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its directors, officers, spouses of directors or officers, and employees or agents, so that any person who is or was a director, officer, spouse of a director or officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a persons with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan -9- 10 shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in this Section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent, and with respect to any spouse of a director or officer, shall continue following the time the director or officer spouse ceases to be a director or officer even if the marriage of the individuals terminates prior to the end of the period of coverage, and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 102(b)(7) of the GCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the GCL (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) or (iv) for any transaction from which the director derived an improper personal benefit. At the 1987 Annual Meeting of Comerica's shareholders, the shareholders approved an amendment to Comerica's Restated Certificate of Incorporation to include such a provision. -10- 11 Comerica has entered into Indemnification Agreements (the "Agreements") with each of its directors pursuant to which Comerica agrees (i) to indemnify each such director to the fullest extent permitted by any combination of (a) the benefits provided by the indemnification provisions of Comerica's bylaws as in effect on the date of such Agreement, (b) the benefits provided by the indemnification provisions of Comerica's bylaws in effect at the time such indemnified costs are incurred by such director, (c) the benefits allowable under the GCL in effect at the date of such Agreement or as the same may be amended (but in the case of any such amendment, only to the extent that such amendment permits Comerica to provide broader indemnification than such law permits Comerica to provide prior to such amendment), (d) the benefits allowable under the law of the jurisdiction under which Comerica is organized at the time such indemnified costs are incurred by such director, (e) the benefits available under any Directors' and Officers' Insurance or other liability insurance obtained by Comerica, and (f) the benefits available to the fullest extent authorized to be provided to such director by Comerica under the non-exclusivity provisions of the bylaws of Comerica and the GCL, against liability and expenses incurred by reason of such person serving as a director or officer of Comerica or at Comerica's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or with respect to employee benefit plans; (ii) to advance certain expenses to such persons; and (iii) except under certain circumstances, to purchase and maintain in effect one or more Directors' and Officers' insurance policies. -11- 12 No indemnification, reimbursement, or payments are required of Comerica under the Agreements (except to the extent it is provided from policies of insurance carried by Comerica): (1) with respect to any claim as to which such director is finally adjudged by a court of competent jurisdiction to (a) have acted in bad faith, (b) be liable for acts or omissions which involve intentional misconduct, a knowing violation of law or of such director's duty of loyalty to Comerica or its shareholders, (c) have authorized a redemption or dividend on Comerica's stock which is prohibited by Delaware law, or (d) have effected any transaction from which such director has derived an improper personal benefit within the meaning of Section 102(b)(7) of the GCL, except to the extent that such court, or another court having jurisdiction, determines upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such director is fairly and reasonably entitled to indemnity for such indemnified costs as the court deems proper; (2) with respect to any payment determined by final judgment of a court, or other tribunal having jurisdiction over the question, to be unlawful; and (3) with respect to any obligation of such director under Section 16(b) of the Securities Exchange Act of 1934, as amended. Insurance is maintained on a regular basis (and not specifically in connection with this offering) against liabilities arising on the part of directors and officers out of their performance in such capacities or arising on the part of Comerica out of its foregoing indemnification provisions, subject to certain exclusions and to the policy limits. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. -12- 13 ITEM 8. EXHIBITS. The following documents are attached hereto or incorporated herein by reference as exhibits to this Registration Statement:
Exhibit Number Description of Document ------- ----------------------- 4.1 Restated Certificate of Incorporation of Comerica Incorporated, as amended (incorporated herein by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 - Commission File Number 0-7269). 4.2 Amended and restated bylaws of Comerica Incorporated (incorporated herein by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1993 - Commission File Number 0-7269). 4.3 Rights Agreement between Comerica Incorporated and Comerica Bank (incorporated herein by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 - Commission File No. 0-7269). 4.4 First Amendment to the Rights Agreement between Comerica Incorporated and Comerica Bank (incorporated herein by reference to Exhibit 1.1 of Registrant's Form 8 filed November 1, 1991, Commission File Number 0-7269). 4.5 Issuing and Paying Agency Agreement between Comerica Bank, as Issuer and Comerica Bank, as Agent (incorporated herein by reference to Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, Commission File Number 0-7269).
-13- 14
Exhibit Number Description of Document ------- ----------------------- 4.6 Specimen of certificate for Registrant's common stock, $5.00 par value (incorporated herein by reference to Exhibit 4(a) of Registrant's Registration Statement on Form S-3 dated May 29, 1991, Commission File Number 33-40921). 5 Opinion and Consent of John P. Sheridan as to the legality of the securities being registered. 15 N/A 23.1 Consent of Ernst and Young LLP, independent auditors. 23.2 Consent of John P. Sheridan, legal counsel (contained in Exhibit 5). 24 Powers of Attorney (contained in the signature pages of this Registration Statement). 28 N/A 99 N/A
-14- 15 Item 9. 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; (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) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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 -15- 16 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 undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, 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 of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above, 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 -16- 17 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. -17- 18 SIGNATURES The Registrant. 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 of Form S-8 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 April 17, 1995. COMERICA INCORPORATED By: /s/ Eugene A. Miller -------------------------------- Eugene A. Miller Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated below. By so signing, each of the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the registrant, does hereby appoint Eugene A. Miller, John D. Lewis, Arthur W. Hermann, and Judith C. Dart, and each of them severally, his or her true and lawful attorney to execute in his or her name, place and stead, in his or her capacity as a director or officer, or both, as the case may be, of the registrant, any and all amendments to this Registration Statement and post-effective amendments thereto and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and -18- 19 Exchange Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises as fully, and for all intents and purposes, as each of the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. -19- 20
Signatures Title Date ---------- ----- ---- (1) Principal Executive Officer: /s/ Eugene A. Miller Chairman and Chief March 17, 1995 - --------------------------------- Executive Officer --------------- Eugene A. Miller (2) Principal Financial Officer: /s/ Paul H. Martzowka Executive Vice President March 17, 1995 - --------------------------------- and Chief Financial Officer --------------- Paul H. Martzowka (3) Directors: /s/ E. Paul Casey Director March 17, 1995 - --------------------------------- --------------- E. Paul Casey /s/ James F. Cordes Director March 17, 1995 - --------------------------------- --------------- James F. Cordes /s/ J. Philip DiNapoli Director March 17, 1995 - --------------------------------- --------------- J. Philip DiNapoli /s/ Max M. Fisher Director March 17, 1995 - --------------------------------- --------------- Max M. Fisher /s/ John D. Lewis Director March 17, 1995 - --------------------------------- --------------- John D. Lewis /s/ Patricia Shontz Longe Director March 17, 1995 - --------------------------------- --------------- Patricia Shontz Longe, Ph.D. /s/ Wayne B. Lyon Director March 17, 1995 - --------------------------------- --------------- Wayne B. Lyon /s/ Gerald V. MacDonald Director March 17, 1995 - --------------------------------- --------------- Gerald V. MacDonald /s/ Eugene A. Miller Director March 17, 1995 - --------------------------------- --------------- Eugene A. Miller /s/ Michael T. Monahan Director March 17, 1995 - --------------------------------- --------------- Michael T. Monahan /s/ Alfred A. Piergallini Director March 17, 1995 - --------------------------------- --------------- Alfred A. Piergallini /s/ Alan E. Schwartz Director March 17, 1995 - --------------------------------- --------------- Alan E. Schwartz /s/ Howard F. Sims Director March 17, 1995 - --------------------------------- --------------- Howard F. Sims
-20- 21 EXHIBIT INDEX
Page in Sequentially Exhibit Number Description of Document Numbered Copy - -------------- ----------------------- ------------- 5 Opinion and consent of John P. Sheridan, legal counsel 23.1 Consent of Ernst & Young LLP independent auditors
E-1 EX-5 2 EX-5 1 Exhibit 5 John P. Sheridan Vice President - Corporate Legal One Detroit Center 500 Woodward Avenue, 33rd Floor Detroit, Michigan 48226 April 5, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: COMERICA INCORPORATED - REGISTRATION STATEMENT ON FORM S-8 Dear Sir/Madam: I am Vice President and counsel to Comerica Incorporated, a Delaware corporation (the "Company"). This opinion is being rendered with respect to the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933 (the "Act"), as amended, 165,000 shares of the Company's Common Stock, $5.00 par value (the "Shares"), which will have attached to them rights (the "Rights") to acquire Series C Preferred Stock or, under certain circumstances, Common Stock or other assets, all as more fully described in that certain Rights Agreement and the amendment thereto incorporated by reference into the Registration Statement as Exhibits 4.3 and 4.4, respectively (collectively, the "Rights Agreement"), between the Company and Comerica Bank, as Rights Agent. The Shares and the Rights are to be issued under the University National Bank & Trust Company 1980 Stock Option Plan E-2 2 Securities and Exchange Commission Page Two (the "Plan") which was assumed by the Company in connection with its acquisition of the University National Bank & Trust Company. I have examined such certificates, instruments, and documents and reviewed such questions of law as I have considered necessary or appropriate for the purposes of this opinion, and, on the basis of such examination and review, I advise you that, in my opinion: 1. The Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid, and nonassessable. 2. The Rights have been duly authorized and, when issued in accordance with the terms of the Plan and the Rights Agreement, will be legally issued. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ John P. Sheridan John P. Sheridan, Esquire Vice President Comerica Incorporated Detroit, Michigan 48226 (313) 222-6160 JPS/tkw E-3 EX-23.1 3 EX-23.1 1 [ERNST & YOUNG LLP LETTERHEAD] Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of Comerica Incorporated for the registration of 165,000 shares of its common stock of our report dated January 17, 1995 with respect to the consolidated financial statements of Comerica Incorporated included in the Company's Annual Report on form 10-K, for the year ended December 31, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP April 20, 1995 E-4 -----END PRIVACY-ENHANCED MESSAGE-----