UNITED STATES
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): April 24, 2012
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 1-10706 | 38-1998421 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
Comerica Bank Tower 1717 Main Street, MC 6404 Dallas, Texas |
75201 | |||
(Address of principal executive offices) | (zip code) |
(214) 462-6831
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 REGULATION FD DISCLOSURE
On April 24, 2012, Comerica Incorporated (Comerica) issued a press release announcing the Board of Directors of Comerica (the Board) increased the quarterly cash dividend for common stock 50 percent to 15 cents ($0.15) per share. The dividend is payable July 1, 2012, to common stock shareholders of record June 15, 2012.
Also at its meeting today, in conjunction with Comericas previously announced capital plan, the Board increased the number of shares of common stock that Comerica is authorized to repurchase under its share repurchase program by approximately six million shares. This action is in addition to an existing authorization, bringing the total remaining common stock authorization to approximately 13 million shares. Shares will be purchased from time to time in the open market or otherwise. The shares may be held as treasury stock or retired. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information in Items 7.01 and 9.01 of this report (including Exhibit 99.1 hereto) is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
On April 24, 2012, Comerica also announced that it has submitted a redemption notice to the trustee of Sterling Bancshares Capital Trust IV, which will result in the redemption on June 15, 2012 of all $25,000,000 of the floating rate capital securities issued by Sterling Bancshares Capital Trust IV at par, plus accrued and unpaid distributions to the redemption date.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 | Press Release dated April 24, 2012 |
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 hereunto duly authorized.
COMERICA INCORPORATED | ||
By: | /s/ Jon W. Bilstrom | |
Name: | Jon W. Bilstrom | |
Title: | Executive Vice President Governance, Regulatory Relations and Legal Affairs, and Secretary |
April 24, 2012
EXHIBIT INDEX
Exhibit No. |
Description | |
99.1 | Press Release dated April 24, 2012 |
Exhibit 99.1
COMERICA DIRECTORS INCREASE QUARTERLY DIVIDEND
50 PERCENT TO 15 CENTS PER SHARE,
AUTHORIZE PURCHASE OF ADDITIONAL
SHARES OF COMMON STOCK TO EXECUTE CAPITAL PLAN
Comerica to Redeem Remaining
Trust Preferred Securities
DALLAS/April 24, 2012 The Board of Directors of Comerica Incorporated today increased the quarterly cash dividend for common stock 50 percent to 15 cents ($0.15) per share. The dividend is payable July 1, 2012, to common stock shareholders of record June 15, 2012.
The dividend increase reflects our companys strong capital position and financial performance, said Ralph W. Babb Jr., chairman and chief executive officer. Also, we plan to continue our share repurchase activity consistent with the approved capital plan.
These capital actions follow Comericas announcement on March 14, 2012, that the Federal Reserve had completed its 2012 capital plan review and did not object to the Comerica capital plan and capital distributions contemplated in the plan. Comericas capital plan provides for up to $375 million in equity repurchases for the period commencing the first quarter 2012 and ending the first quarter 2013. In conjunction with this plan, at its meeting today, the board increased the number of shares of common stock that Comerica is authorized to repurchase under its share repurchase program by approximately six million shares. This action is in addition to an existing authorization, bringing the total remaining common stock authorization to approximately 13 million shares. Shares will be purchased from time to time in the open market or otherwise. The shares may be held as treasury stock or retired.
Comerica today also announced that it has submitted a redemption notice to the trustee of Sterling Bancshares Capital Trust IV, which will result in the redemption on June 15, 2012 of all $25,000,000 of the floating rate capital securities issued by Sterling Bancshares Capital Trust IV at par, plus accrued and unpaid interest to the redemption date. The securities are callable under their existing arrangement. The redemption will be funded with existing available cash. Subsequent to the redemption, Comericas Tier 1 Capital will be comprised entirely of common equity.
Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by three business segments: The Business Bank, The Retail Bank, and Wealth Management. Comerica focuses on relationships, and helping people and businesses be successful. In addition to Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico. To receive e-mail alerts of breaking Comerica news, go to http://www.comerica.com/newsalerts.
Forward-looking Statements
Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as anticipates, believes, contemplates, feels, expects, estimates, seeks, strives, plans, intends, outlook, forecast, position, target, mission, assume, achievable, potential, strategy, goal, aspiration, opportunity, initiative, outcome, continue, remain, maintain, on course, trend, objective, looks forward and variations of such words and similar expressions, or future or conditional verbs such as will, would, should, could, might, can, may or similar expressions, as they relate to Comerica or its management, are intended to identify forward-looking statements. These forward-looking statements are predicated on the beliefs and assumptions of Comericas management based on information known to Comericas management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements may include descriptions of plans and objectives of Comericas management for future or past operations, products or services, and forecasts of Comericas revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries, estimates of credit trends and global stability. Such statements reflect the view of Comericas management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, Comericas actual results could differ materially from those discussed. Factors that could cause or contribute to such differences are changes in general economic, political or industry conditions; changes in monetary and fiscal policies, including the interest rate policies of the Federal Reserve Board; volatility and disruptions in global capital and credit markets; changes in Comericas credit rating; the interdependence of financial service companies; changes in regulation or oversight; unfavorable developments concerning credit quality; the acquisition of Sterling Bancshares, Inc., or any future acquisitions; the effects of more stringent capital or liquidity requirements; declines or other changes in the businesses or industries of Comericas customers; the implementation of Comericas strategies and business models, including the implementation of revenue enhancements and efficiency improvements; Comericas ability to utilize technology to efficiently and effectively develop, market and deliver new products and services; operational difficulties, failure of technology infrastructure or information security incidents; changes in the financial markets, including fluctuations in interest rates and their impact on deposit pricing; competitive product and pricing pressures among financial institutions within Comericas markets; changes in customer behavior; managements ability to maintain and expand customer relationships; managements ability to retain key officers and employees; the impact of legal and regulatory proceedings; the effectiveness of methods of reducing risk exposures; the effects of terrorist activities and other hostilities; the effects of catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, droughts and floods; changes in accounting standards and the critical nature of Comericas accounting policies. Comerica cautions that the foregoing list of factors is not exclusive. For discussion of factors that may cause actual results to differ from expectations, please refer to our filings with the Securities and Exchange Commission. In particular, please refer to Item 1A. Risk Factors beginning on page 12 of Comericas Annual Report on Form 10-K for the year ended December 31, 2011. Forward-looking statements speak only as of the date they are made. Comerica does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Comerica claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Media Contact: | Investor Contacts: | |
Wayne Mielke |
Darlene Persons | |
(214) 462-4463 |
(214) 462-6831 | |
Brittany Butler | ||
(214) 462-6834 |