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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): July 25, 2001
COMERICA INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 1-10706 38-1998421
(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) Identification No.) File Number)
500 Woodward Avenue
Detroit, Michigan 48226
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 529-1190
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Information
On July 25, 2001, Comerica Incorporated (the "Company") executed an
Underwriting Agreement, incorporated by reference into a Terms Agreement among
the Company and Credit Suisse First Boston Corporation and Salomon Smith Barney
Inc., as representatives of the several underwriters named in Schedule A thereto
(the "Underwriters"), in connection with the offering of $350,000,000 of
Comerica Trust Capital I's 7.60% Trust Preferred Securities pursuant to the
Registration Statement on Form S-3 (File No. 333-63090) (the "Registration
Statement").
On July 31, 2001, the Company will execute an Indenture, a Guarantee
Agreement and an Amended and Restated Declaration of Trust, forms of which were
filed as exhibits to the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) See Exhibit Index
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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.
Dated: July 30, 2001 COMERICA INCORPORATED
By: /s/ Mark W. Yonkman
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Mark W. Yonkman
First Vice President, Assistant Secretary
and General Counsel - Investment Bank
and Corporate Finance
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EXHIBIT INDEX
Exhibit
Number Description
1.1 Underwriting Agreement, dated as of July 25, 2001, among
Comerica Incorporated and Credit Suisse First Boston
Corporation and Salomon Smith Barney Inc., as representatives
of the several underwriters named therein.
1.2 Terms Agreement, dated as of July 25, 2001, among
Comerica Incorporated and Credit Suisse First Boston
Corporation and Salomon Smith Barney Inc., as representatives
of the several underwriters named therein.
4.1 Indenture relating to the Junior Subordinated Debentures,
to be dated July 31, 2001, by and between Comerica
Incorporated and Chase Manhattan Trust Company, National
Association, as Trustee
4.2 Guarantee Agreement, to be dated July 31, 2001, by and
between Comerica Incorporated, as Guarantor and Chase
Manhattan Trust Company, National Association, as Guarantee
Trustee
4.3 Amended and Restated Declaration of Trust, to be dated
July 31, 2001, by and among Comerica Incorporated, Chase
Manhattan Trust Company, National Association, as Property
Trustee, Chase Manhattan Bank USA, National Association, as
Delaware Trustee and the administrative trustees named therein
8.1 Opinion of Mayer, Brown & Platt regarding certain tax
matters