e424b3
This
preliminary prospectus supplement relates to an effective
registration statement under the Securities Act of 1933, but is
not complete and may be changed. This preliminary prospectus
supplement and the accompanying prospectus are not an offer to
sell these securities and are not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is
not permitted.
|
As Filed Pursuant to Rule 424(B)(3)
Registration File No. 333-138924
SUBJECT
TO COMPLETION, DATED JULY 24, 2007
PROSPECTUS
SUPPLEMENT
(to Prospectus dated February 13, 2007)
$150,000,000
Comerica Incorporated
Floating Rate Senior Notes due
2010
We will pay interest on the notes
on , , and of
each year,
beginning ,
2007. The notes will mature
on ,
2010, We may not redeem the notes prior to maturity.
The notes will be unsecured obligations of our company and will
rank equally with all of our other unsecured, senior
indebtedness from time to time outstanding. The notes will be
issued only in registered form in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
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Per Note
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Total
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Public offering price(1)
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%
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$
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Underwriting discount
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%
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$
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Proceeds, before expenses, to
Comerica(1)
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%
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$
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(1) |
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Plus accrued interest, if any,
from ,
2007. |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes
or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to
the contrary is a criminal offense.
The notes are unsecured debt obligations of Comerica and are not
deposits or savings accounts and are not insured by the Federal
Deposit Insurance Corporation or any other governmental agency
or instrumentality.
The notes will be ready for delivery in book-entry form only
through The Depository Trust Company on or
about ,
2007.
Joint
Book-Running Managers
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Banc
of America Securities LLC |
Barclays
Capital |
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Comerica
Securities |
Sandler ONeill + Partners, L.P. |
The date of this prospectus supplement
is ,
2007.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not authorized anyone to
provide you with different information. We are not making an
offer of the notes in any state where the offer is not
permitted. You should not assume that the information contained
in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date on the front of this
prospectus supplement.
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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S-1
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S-1
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S-3
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S-6
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S-6
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S-6
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S-7
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S-8
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S-11
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S-12
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Prospectus
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Prospectus Summary
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3
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Forward-Looking
Statements
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4
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Comerica Incorporated
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4
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Comerica Capital Trusts
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5
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Use of Proceeds
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6
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Consolidated Ratios of Earnings to
Fixed Charges
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7
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Description of Capital
Stock
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7
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Description of Depositary
Shares
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14
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Description of Debt
Securities
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17
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Currency Conversions and Foreign
Exchange Risks Affecting Debt Securities Denominated in a
Foreign Currency
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47
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Description of the Warrants to
Purchase Common Stock or Preferred Stock
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49
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Description of the Warrants to
Purchase Debt Securities
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51
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Description of Stock Purchase
Contracts and Stock Purchase Units
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52
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Description of Capital Securities
and Guarantors
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52
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Plan of Distribution
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68
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ERISA Considerations
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71
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Legal Matters
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72
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Experts
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72
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Where You Can Find More
Information
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72
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i
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which contains the terms of this offering of notes.
The second part is the prospectus dated February 13, 2007,
which is part of our Registration Statement on
Form S-3
(Registration
No. 333-138924).
This prospectus supplement may add to, update or change the
information in the accompanying prospectus. If information in
this prospectus supplement is inconsistent with information in
the accompanying prospectus, this prospectus supplement will
apply and will supersede that information in the accompanying
prospectus.
It is important for you to read and consider all information
contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the
information in the documents to which we have referred you in
Where You Can Find More Information in the
accompanying prospectus.
No person is authorized to give any information or to make any
representations other than those contained or incorporated by
reference in this prospectus supplement or the accompanying
prospectus and, if given or made, such information or
representations must not be relied upon as having been
authorized. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the
securities described in this prospectus supplement or an offer
to sell or the solicitation of an offer to buy such securities
in any circumstances in which such offer or solicitation is
unlawful. Neither the delivery of this prospectus supplement and
the accompanying prospectus, nor any sale made hereunder, shall
under any circumstances create any implication that there has
been no change in our affairs since the date of this prospectus
supplement, or that the information contained or incorporated by
reference in this prospectus supplement or the accompanying
prospectus is correct as of any time subsequent to the date of
such information.
The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. This prospectus
supplement and the accompanying prospectus do not constitute an
offer, or an invitation on our behalf or the underwriters or any
of them, to subscribe to or purchase any of the notes, and may
not be used for or in connection with an offer or solicitation
by anyone, in any jurisdiction in which such an offer or
solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. See
Underwriting.
In this prospectus supplement and the accompanying prospectus,
unless otherwise stated, references to Comerica,
the Company, we, us and
our refer to Comerica Incorporated and its
subsidiaries.
FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying prospectus and the
information incorporated by reference include forward-looking
statements as defined in the Private Securities Litigation
Reform Act of 1995. All statements regarding our expected
financial position, strategies and growth prospects and general
economic conditions we expect to exist in the future are
forward-looking statements. The words, anticipates,
believes, feels, expects,
estimates, seeks, strives,
plans, intends, outlook,
forecast, position, target,
mission, assume, achievable,
potential, strategy, goal,
aspiration, outcome,
continue, remain, maintain,
trend, objective 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.
Forward-looking statements are subject to numerous assumptions,
risks and uncertainties, which change over time. Forward-looking
statements speak only as of the date the statement is made, and
we do 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. Actual
results could differ materially from those anticipated in
forward-looking statements, and future results could differ
materially from historical performance.
S-1
In addition to factors mentioned elsewhere in this prospectus
supplement, the accompanying prospectus or previously disclosed
in Comericas SEC reports (accessible on the SECs
website at www.sec.gov or on Comericas website at
www.comerica.com), the following factors, among others,
could cause actual results to differ materially from
forward-looking statements and future results could differ
materially from historical performance. These factors are not
exclusive.
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general political, economic or industry conditions, either
domestically or internationally, may be less favorable than
expected;
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unfavorable developments concerning credit quality could
adversely affect Comericas financial results;
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industries in which we have lending concentrations, including,
but not limited to, automotive production and the commercial
real estate industry, could suffer a significant decline which
could adversely affect us;
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the introductions, withdrawal, success and timing of business
initiatives and strategies, including, but not limited to, the
opening of new banking centers, and plans to grow personal
financial services and wealth management, may be less successful
or may be different than anticipated. Such a result could
adversely affect our business;
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fluctuations in interest rates could adversely affect our net
interest income and balance sheet;
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customer borrowing, repayment, investment and deposit practices
generally may be different than anticipated;
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managements ability to maintain and expand customer
relationships may differ from expectations;
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competitive product and pricing pressures among financial
institutions within our markets may change;
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managements ability to retain key officers and employees
may change;
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legal and regulatory proceedings and related matters with
respect to the financial services industry, including those
directly involving us and our subsidiaries, could adversely
affect us or the financial services industry in general;
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changes in regulation or oversight may have a material adverse
impact on Comericas operations;
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methods of reducing risk exposures might not be effective;
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there could be terrorist activities or other hostilities, which
may adversely affect the general economy, financial and capital
markets, specific industries, and us;
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changes relating to the headquarters relocation or its
underlying assumptions; and
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there could be natural disasters, including, but not limited to,
hurricanes, tornadoes, earthquakes, fires and floods, which may
adversely affect the general economy, financial and capital
markets, specific industries, and us.
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S-2
PROSPECTUS
SUPPLEMENT SUMMARY
This summary highlights selected information about Comerica
and this offering. It does not contain all of the information
that may be important to you in deciding whether to purchase
notes. We encourage you to read the entire prospectus
supplement, the accompanying prospectus and the documents that
we have filed with the SEC that are incorporated by reference
prior to deciding whether to purchase notes.
Comerica
Incorporated
Comerica Incorporated (Comerica) is a bank holding
company incorporated under the laws of the State of Delaware,
headquartered in Detroit, Michigan, and registered under the
Bank Holding Company Act of 1956, as amended. As of
March 31, 2007, Comerica owned directly or indirectly all
the outstanding stock of 2 active banking and 63 non-banking
subsidiaries. At March 31, 2007, Comerica had total assets
of approximately $57.5 billion, total deposits of
approximately $43.7 billion, total loans (net of unearned
income) of approximately $48.0 billion and common
shareholders equity of approximately $5.1 billion.
Comerica has strategically aligned its operations into three
major business segments: The Business Bank, The Retail Bank and
Wealth & Institutional Management. In addition to the
three major business segments, the Finance Division is also
reported as a segment.
The Business Bank is primarily comprised of the following
businesses: middle market, commercial real estate, national
dealer services, global finance, large corporate, leasing,
financial services, and technology and life sciences. This
business segment meets the needs of medium-size businesses,
multinational corporations and governmental entities by offering
various products and services, including commercial loans and
lines of credit, deposits, cash management, capital market
products, international trade finance, letters of credit,
foreign exchange management services and loan syndication
services.
The Retail Bank includes small business banking (entities with
annual sales under $10 million) and personal financial
services, consisting of consumer lending, consumer deposit
gathering and mortgage loan origination. In addition to a full
range of financial services provided to small business
customers, this business segment offers a variety of consumer
products, including deposit accounts, installment loans, credit
and debit cards, student loans, home equity lines of credit and
residential mortgage loans.
Wealth & Institutional Management offers products and
services consisting of personal trust, which is designed to meet
the personal financial needs of affluent individuals (as defined
by individual net income or wealth), private banking,
institutional trust, retirement services, investment management
and advisory services, investment banking and discount
securities brokerage services. This business segment also offers
the sale of annuity products, as well as life, disability and
long-term care insurance products.
The Finance Division includes Comericas securities
portfolio and asset and liability management activities. This
segment is responsible for managing Comericas funding,
liquidity and capital needs, performing interest sensitivity
analysis and executing various strategies to manage
Comericas exposure to liquidity, interest rate risk and
foreign exchange risk.
The other category includes discontinued operations,
the income and expense impact of equity and cash, tax benefits
not assigned to specific business segments and miscellaneous
other expenses of a corporate nature.
In addition, Comerica has positioned itself to deliver financial
services in its four primary geographic markets: Midwest,
Western, Texas and Florida. In addition to the four primary
geographic markets, Other Markets and International are also
reported as market segments. The Midwest market consists of
operations located in the states of Michigan, Ohio and Illinois.
Currently, Michigan operations represent the significant
majority of the Midwest market. The Western market consists of
operations located in the states of California, Arizona, Nevada,
Colorado and Washington. Currently, California operations
represent the significant majority of the Western market. The
Texas and Florida markets consist of operations located in the
states of Texas and Florida, respectively. Other Markets
includes Comericas investment management and trust
alliance businesses, as well as all other markets in which
Comerica has operations, except for the International market.
The
S-3
International market represents the activity of Comericas
International Finance division, which provides banking services
primarily to foreign-owned, North American-based companies.
Competitors of Comerica include commercial banks, savings and
loan associations, consumer and commercial finance companies,
credit unions and other financial services companies. Based on
market, technological and legislative and regulatory
developments, including the elimination of previous legal
restrictions on interstate banking, Comerica believes that the
level of competition will increase in the future.
Comerica Bank is subject to extensive regulation by federal
regulators, including the Board of Governors of the Federal
Reserve System (the Federal Reserve Board) and the
FDIC. Comerica Bank is regulated by the Division of Financial
Institutions, Office of Financial and Insurance Services of the
State of Michigan. These regulatory bodies examine Comerica Bank
and supervise numerous aspects of its business.
Comerica continues to review and evaluate potential acquisitions
in order to expand their core businesses in defined markets.
Comerica anticipates that from time to time in the future
Comerica will acquire companies that complement and effectuate
its business objectives in both federally-assisted and
negotiated transactions. Certain acquisitions, including those
by Comerica and others, have typically involved the payment of a
premium over book and market values which results in some
dilution to the acquiring companys book value and net
income per common share. Comerica and Comerica Bank expect that
future acquisitions may involve acquisition premiums and
dilution.
The notes
are neither obligations of nor guaranteed by Comerica
Bank.
The principal offices of Comerica are located at Comerica Tower
at Detroit Center, 500 Woodward Avenue, Detroit, Michigan
48226-3391.
Comericas telephone number is
(313) 222-6317.
It is anticipated that the principal offices of Comerica will
relocate to Dallas, Texas by the end of 2007.
Recent
Financial Results
On July 18, 2007, Comerica reported second quarter 2007
income from continuing operations of $196 million compared
to $195 million for the second quarter 2006. In the fourth
quarter 2006, Comerica sold its stake in Munder Capital
Management which it now reports as a discontinued operation in
all periods discussed. Income from continuing operations for the
first six months of 2007 was $385 million compared to
$402 million for the first six months of 2006. Total assets
and common shareholders equity were $58.6 billion and
$5.0 billion, respectively, at June 30, 2007, compared
to $57.5 billion and $5.1 billion, respectively, at
March 31, 2007.
S-4
The
Offering
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Issuer |
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Comerica Incorporated |
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Securities Offered |
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$150,000,000 aggregate principal amount of Floating Rate Senior
Notes due 2010. |
|
Maturity |
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,2010. |
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Interest Rate |
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The notes will bear interest at a variable rate reset each
interest period based on three-month LIBOR
plus % as described under the
heading Description of the Notes
Interest. |
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Interest Payment Dates |
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We will pay interest on the notes
on , , and of
each year, beginning
on ,
2007. |
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Ranking |
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The notes will be unsecured obligations of our company and will
rank equally with all of our other unsecured, senior
indebtedness from to time outstanding. |
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Optional Redemption |
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We may not redeem the notes prior to maturity. |
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Further Issues |
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We may from time to time, without notice to or the consent of
the holders of the notes , create and issue additional debt
securities having the same terms as and ranking equally and
ratably with the notes in all respects, as described under
Description of the Notes General. |
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Use of Proceeds |
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To repay the $150,000,000 aggregate principal amount of our
7.25% subordinated note due 2007. |
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Book-Entry |
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The notes will be issued in book-entry form and will be
represented by one or more permanent global certificates
deposited with, or on behalf of, The Depository
Trust Company (DTC) and registered in the name
of Cede & Co., DTCs nominee. Beneficial
interests in the notes will be shown on, and transfers will be
effected only through, records maintained by DTC or its nominee;
and these interests may not be exchanged for certificated notes
except in limited circumstances. See Description of the
Notes General. |
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Trustee |
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The Bank of New York. |
S-5
CONSOLIDATED
RATIO OF EARNINGS TO FIXED CHARGES
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Three Months Ended
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March 31,
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Year Ended December 31,
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2007
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2006
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2006
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2005
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|
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2004
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2003
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2002
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Excluding interest on deposits
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3.32
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x
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3.77
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x
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3.49
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x
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6.05
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x
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9.30
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x
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7.94
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x
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5.78
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x
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Including interest on deposits
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1.68
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x
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1.91
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x
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1.77
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x
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2.54
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x
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3.45
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x
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2.87
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x
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2.42
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x
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For purposes of computing these ratios, earnings represent
income after interest on tax liabilities and before income taxes
and fixed charges. Fixed charges, excluding interest on
deposits, include interest (other than on deposits and on tax
liabilities), whether expensed or capitalized, and that portion
of rental expense (generally one-third) deemed representative of
the interest factor. Fixed charges, including interest on
deposits, consist of the foregoing items plus interest on
deposits.
USE OF
PROCEEDS
The net proceeds to us from the sale of the notes will be
approximately $ (after
underwriting discounts and our offering expenses). We intend to
apply the net proceeds toward the repayment of our
$150 million outstanding principal amount of
7.25% subordinated note due 2007. Pending application of
the proceeds of the sale of the notes, we intend to invest such
proceeds in short-term investments.
CAPITALIZATION
The following table sets forth at March 31, 2007 our
consolidated capitalization on an actual basis and as adjusted
to give effect to the issuance of the notes and the application
of the proceeds from the sale of the notes as described under
Use of Proceeds. You should read this table together
with our consolidated financial statements and related notes and
the other financial information incorporated by reference in
this prospectus supplement.
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As of March 31, 2007
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As
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Medium- and long-term debt
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Actual
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Adjusted
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(Dollars in millions)
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Medium- and long-term
debt:
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Senior notes offered hereby
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$
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$
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150
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Other medium- and long-term debt
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7,148
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6,998
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Total medium- and long-term debt
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7,148
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7,148
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Stockholders equity:
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Common stock
$5 par value
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894
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894
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Capital surplus
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524
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524
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Accumulated other comprehensive
income
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(284
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)
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|
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(284
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)
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Retained earnings
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5,311
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|
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5,311
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Less cost of common stock in
treasury 22,834,368 shares
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(1,325
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)
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|
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(1,325
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)
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|
|
|
|
|
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Total shareholders equity
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5,120
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|
|
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5,120
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|
|
|
|
|
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Total medium and long-term debt
and shareholders equity
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$
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12,268
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|
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$
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12,268
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S-6
SELECTED
FINANCIAL DATA
The following table sets forth our selected consolidated
financial and other data. The financial data have been derived
from our audited financial statements except for the quarterly
financial information, which is unaudited. You should read the
following information in conjunction with our financial
statements and notes thereto and the other financial and
statistical information that we include or incorporate by
reference in this prospectus supplement and the accompanying
prospectus.
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For the Three Months
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|
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Ended March 31,
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|
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For the Years Ended December 31,
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|
|
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2007
|
|
|
2006
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
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2003
|
|
|
2002
|
|
|
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(Dollars in millions)
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|
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Earnings Summary:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net interest income
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|
$
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502
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|
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$
|
479
|
|
|
$
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1,983
|
|
|
$
|
1,956
|
|
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$
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1,811
|
|
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$
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1,928
|
|
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$
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2,133
|
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Provision for loan losses
|
|
|
23
|
|
|
|
(27
|
)
|
|
|
37
|
|
|
|
(47
|
)
|
|
|
64
|
|
|
|
377
|
|
|
|
635
|
|
Noninterest income
|
|
|
203
|
|
|
|
195
|
|
|
|
855
|
|
|
|
819
|
|
|
|
808
|
|
|
|
850
|
|
|
|
865
|
|
Noninterest expenses
|
|
|
407
|
|
|
|
429
|
|
|
|
1,674
|
|
|
|
1,613
|
|
|
|
1,458
|
|
|
|
1,452
|
|
|
|
1,393
|
|
Provision for income taxes
|
|
|
86
|
|
|
|
65
|
|
|
|
345
|
|
|
|
393
|
|
|
|
349
|
|
|
|
291
|
|
|
|
312
|
|
Income from continuing operations
|
|
|
189
|
|
|
|
207
|
|
|
|
782
|
|
|
|
816
|
|
|
|
748
|
|
|
|
658
|
|
|
|
658
|
|
Income (loss) from discontinued
operations, net of tax
|
|
|
1
|
|
|
|
(13
|
)
|
|
|
111
|
|
|
|
45
|
|
|
|
9
|
|
|
|
3
|
|
|
|
(57
|
)
|
Net income
|
|
$
|
190
|
|
|
$
|
194
|
|
|
$
|
893
|
|
|
$
|
861
|
|
|
$
|
757
|
|
|
$
|
661
|
|
|
$
|
601
|
|
Period-end Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
57,527
|
|
|
$
|
56,441
|
|
|
$
|
58,001
|
|
|
$
|
53,013
|
|
|
$
|
51,766
|
|
|
$
|
52,592
|
|
|
$
|
53,301
|
|
Total earning assets
|
|
|
53,655
|
|
|
|
52,017
|
|
|
|
54,052
|
|
|
|
48,646
|
|
|
|
48,016
|
|
|
|
48,804
|
|
|
|
47,780
|
|
Total loans
|
|
|
47,989
|
|
|
|
44,739
|
|
|
|
47,431
|
|
|
|
43,247
|
|
|
|
40,843
|
|
|
|
40,302
|
|
|
|
42,281
|
|
Total deposits
|
|
|
43,670
|
|
|
|
44,096
|
|
|
|
44,927
|
|
|
|
42,431
|
|
|
|
40,936
|
|
|
|
41,463
|
|
|
|
41,775
|
|
Total medium- and long-term debt
|
|
|
7,148
|
|
|
|
4,062
|
|
|
|
5,949
|
|
|
|
3,961
|
|
|
|
4,286
|
|
|
|
4,801
|
|
|
|
5,216
|
|
Total common shareholders
equity
|
|
|
5,120
|
|
|
|
5,094
|
|
|
|
5,153
|
|
|
|
5,068
|
|
|
|
5,105
|
|
|
|
5,110
|
|
|
|
4,947
|
|
Average Balances:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
57,088
|
|
|
$
|
55,277
|
|
|
$
|
56,579
|
|
|
$
|
52,506
|
|
|
$
|
50,948
|
|
|
$
|
52,980
|
|
|
$
|
51,130
|
|
Total earning assets
|
|
|
53,148
|
|
|
|
50,977
|
|
|
|
52,291
|
|
|
|
48,232
|
|
|
|
46,975
|
|
|
|
48,841
|
|
|
|
47,053
|
|
Total loans
|
|
|
48,896
|
|
|
|
46,479
|
|
|
|
47,750
|
|
|
|
43,816
|
|
|
|
40,733
|
|
|
|
42,370
|
|
|
|
42,091
|
|
Total deposits
|
|
|
42,579
|
|
|
|
41,198
|
|
|
|
42,074
|
|
|
|
40,640
|
|
|
|
40,145
|
|
|
|
41,519
|
|
|
|
37,712
|
|
Total medium- and long-term debt
|
|
|
6,426
|
|
|
|
4,029
|
|
|
|
5,407
|
|
|
|
4,186
|
|
|
|
4,540
|
|
|
|
5,074
|
|
|
|
5,763
|
|
Total common shareholders
equity
|
|
|
5,101
|
|
|
|
5,072
|
|
|
|
5,176
|
|
|
|
5,097
|
|
|
|
5,041
|
|
|
|
5,033
|
|
|
|
4,884
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin
|
|
|
3.82
|
%
|
|
|
3.80
|
%
|
|
|
3.79
|
%
|
|
|
4.06
|
%
|
|
|
3.86
|
%
|
|
|
3.95
|
%
|
|
|
4.55
|
%
|
Return on average assets
|
|
|
1.33
|
|
|
|
1.41
|
|
|
|
1.58
|
|
|
|
1.64
|
|
|
|
1.49
|
|
|
|
1.25
|
|
|
|
1.18
|
|
Return on average common
shareholders equity
|
|
|
14.86
|
|
|
|
15.33
|
|
|
|
17.24
|
|
|
|
16.90
|
|
|
|
15.03
|
|
|
|
13.12
|
|
|
|
12.31
|
|
Efficiency ratio
|
|
|
57.66
|
|
|
|
63.39
|
|
|
|
58.92
|
|
|
|
58.01
|
|
|
|
55.60
|
|
|
|
53.19
|
|
|
|
47.05
|
|
Dividend payout ratio
|
|
|
53.78
|
|
|
|
50.00
|
|
|
|
42.99
|
|
|
|
43.05
|
|
|
|
47.71
|
|
|
|
53.33
|
|
|
|
56.47
|
|
Total payout to shareholders
|
|
|
163.87
|
|
|
|
94.92
|
|
|
|
85.79
|
|
|
|
104.11
|
|
|
|
96.56
|
|
|
|
57.60
|
|
|
|
91.47
|
|
Average common shareholders
equity as a percentage of average assets
|
|
|
8.93
|
|
|
|
9.17
|
|
|
|
9.15
|
|
|
|
9.71
|
|
|
|
9.90
|
|
|
|
9.50
|
|
|
|
9.55
|
|
Tier 1 common capital as a
percentage of risk-weighted assets
|
|
|
7.49
|
|
|
|
7.66
|
|
|
|
7.54
|
|
|
|
7.78
|
|
|
|
8.13
|
|
|
|
8.04
|
|
|
|
7.39
|
|
Tier 1 capital as a percentage
of risk-weighted assets
|
|
|
8.19
|
|
|
|
8.24
|
|
|
|
8.02
|
|
|
|
8.38
|
|
|
|
8.77
|
|
|
|
8.72
|
|
|
|
8.05
|
|
S-7
DESCRIPTION
OF THE NOTES
The following description of the particular terms of the notes
supplements the description of the general terms and provisions
of the debt securities set forth in the accompanying
prospectus, to which reference is made. References to
Comerica, the Company, we,
us and our in this section are only to
Comerica Incorporated and not to its subsidiaries.
The notes will be issued under an indenture dated as of
July 15, 2007, between us and The Bank of New York, as
trustee. The following description of the particular terms of
the notes supplements the description of the general terms and
provisions of debt securities in the accompanying prospectus.
General
The notes will mature
on ,
2010.
The notes will be unsecured obligations of our company and will
rank equally with all our other unsecured, senior indebtedness.
On a consolidated basis, the aggregate principal amount of our
senior indebtedness outstanding as of March 31, 2007 was
approximately $3.6 billion. The notes will rank senior in
right of payment to our subordinate indebtedness. The notes will
be effectively subordinated to all liabilities of our
subsidiaries, including trade payables.
The indenture does not limit the amount of notes, debentures or
other evidences of indebtedness that we may issue under the
indenture and provides that notes, debentures or other evidences
of indebtedness may be issued from time to time in one or more
series. We may from time to time, without giving notice to or
seeking the consent of the holders of the notes, issue notes
having the same ranking and the same interest rate, maturity and
other terms as the notes issued in this offering. Any additional
securities having such similar terms, together with the
applicable notes, will constitute a single series of securities
under the indenture.
Principal and interest will be payable, and the notes will be
transferable or exchangeable, at the office or offices or agency
maintained by us for these purposes. Payment of interest on the
notes may be made at our option by check mailed to the
registered holders.
The notes will be issued only in fully registered form without
coupons and in denominations of $2,000 or any whole multiple of
$1,000 in excess thereof. No service charge will be made for any
transfer or exchange of the notes, but we may require payment of
a sum sufficient to cover any tax or other governmental charge
payable in connection with a transfer or exchange.
The notes will be represented by one or more global securities
registered in the name of a nominee of The Depository
Trust Company. Except as described in the accompanying
prospectus under Description of Debt
Securities Book-Entry Procedures and Settlement
, the notes will not be issuable in certificated form. The
provisions set forth in the accompanying prospectus under
Description of Debt Securities Book Entry
Procedures and Settlement will be applicable to the notes.
The notes are subject to the defeasance provisions explained in
the accompanying prospectus under Description of Debt
Securities Discharge, Defeasance and Covenant
Defeasance.
Interest
The notes will bear interest for each interest period at a
variable rate. The interest rate for a particular interest
period will be an annual rate equal to three-month LIBOR (as
defined below) as determined on the applicable interest
determination date (as defined below) plus a margin equal to
basis points. The interest rate will be reset on the first day
of each interest period other than the initial interest period
(each an interest reset date). Interest will be
payable quarterly
on , ,
and
of each year, beginning
on ,
2007 (each an interest payment date). An interest
period is the period commencing on an interest payment date (or,
in the case of the initial interest period, commencing on the
date the notes are issued) and ending on the day preceding the
next following interest payment date; the initial interest
period
is ,
2007
through ,
2007. The interest reset dates
are , , and
of each year, beginning
on ,
2007. The interest determination date for an interest period
will be the
S-8
second London banking day (as defined below) preceding such
interest period (the interest determination date).
Promptly upon determination, the trustee will inform us of the
interest rate for the next interest period. All payments of
interest on the notes due on any interest payment date will be
made to the persons in whose name the notes are registered at
the close of business on the first day of the calendar month
next preceding
such , , and ,
as the case may be, whether or not a business day. Interest on
the notes will be calculated on the basis of the actual number
of days in an interest period and a
360-day year.
If any interest payment date, other than the maturity date,
falls on a day that is not a business day, the interest payment
date will be postponed to the next day that is a business day,
except if that business day is in the next succeeding calendar
month, the interest payment date will be the immediately
preceding business day. If the maturity date of the notes falls
on a day that is not a business day, the payment of interest and
principal will be made on the next succeeding business day, and
no interest on such payment will accrue for the period from and
after the maturity date. If an interest reset date falls on a
day that is not a business day, such interest reset date will be
deemed to occur on the next succeeding business day. As used in
this prospectus supplement, business day means any
day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized
or required by law or regulations to close in New York, New York.
We, or a successor appointed by us, will act as calculation
agent. LIBOR for each interest determination date
will be determined by the calculation agent as follows:
(i) LIBOR will be equal to the offered rate for deposits in
U.S. dollars having an index maturity of three months, in
amounts of at least $1,000,000 as such rate appears on
Reuters Page LIBOR01 at approximately
11:00 a.m., London time, on the interest determination date
for the applicable interest reset date. Reuters Page
LIBOR01 means the display page so designated on the
Reuters Telerate Service for the purpose of displaying London
interbank offered rates of major banks, or any successor page on
the Reuters Telerate Service.
(ii) If this rate does not appear on Reuters Page LIBOR01,
the calculation agent will determine the rate on the basis of
the rates at which deposits in U.S. dollars are offered by
four major banks in the London interbank market (selected by the
calculation agent) at approximately 11:00 a.m., London
time, on the interest determination date for the applicable
interest reset date to prime banks in the London interbank
market for a period of three months commencing on that interest
reset date and in principal amount equal to an amount not less
than $1,000,000 that is representative for a single transaction
in such market at such time. In such case, the calculation agent
will request the principal London office of each of these major
banks to provide a quotation of such rate. If at least two such
quotations are provided, LIBOR will be the arithmetic average of
the quotations. If fewer than two quotations are provided as
requested, LIBOR for that interest determination date will be
the arithmetic average of the rates quoted by three major banks
in New York, New York (selected by the calculation agent)
at approximately 11:00 a.m., New York time, on the interest
determination date for the applicable interest determination
date for loans in U.S. dollars to leading European banks
for a period of three months commencing on that interest reset
date and in a principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in
such market at such time. If fewer than three quotations are
provided as requested, for the period until the next interest
reset date, LIBOR will be the same as the rate determined for
the immediately preceding interest reset date.
A London banking day will be any day in which
dealings in U.S. dollar deposits are transacted in the
London interbank market.
The calculation agent will provide the interest rate then in
effect upon any change to the holder of any note and to us. The
calculation agent will be us until such time as we appoint a
successor calculation agent. All calculations made by the
calculation agent in the absence of willful misconduct, bad
faith or manifest error shall be conclusive for all purposes and
binding on us and the holders of the notes. We may appoint a
successor calculation agent at any time at our discretion and
without notice.
S-9
All percentages used in or resulting from any calculation of the
interest rate with respect to the notes will be rounded, if
necessary, to the nearest one-hundred thousandth of a percentage
point, with five one-millionth of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) would be rounded to
9.87655% (or .0987655) and 9.876544% (or .09876544) would be
rounded to 9.87654% (or .0987654)), and all U.S. dollar
amounts used in or resulting from any such calculation will be
rounded to the nearest cent (with one-half cent being rounded
upward).
Optional
Redemption
The notes will not be redeemable prior to maturity.
Sinking
Fund
The notes will not be entitled to any sinking fund.
Concerning
the Trustee
The trustee under the indenture is The Bank of New York.
Pursuant to the indenture, the trustee will be designated by
Comerica as the initial paying agent, transfer agent and
registrar to the notes. The Corporate Trust Office of the
trustee is currently located at 101 Barclay Street, Floor 7E,
New York, N.Y. 10286, U.S.A. Attention:
Trust Administration Department
S-10
UNDERWRITING
Banc of America Securities LLC and Barclays Capital Inc. are
acting as joint book-running managers of the offering and as
representatives of the underwriters named below.
Subject to the terms and conditions stated in the underwriting
agreement dated the date of this prospectus supplement, each
underwriter named below has severally agreed to purchase, and we
have agreed to sell to that underwriter, the principal amount of
notes set forth opposite the underwriters name.
|
|
|
|
|
|
|
Principal Amount
|
|
Underwriter
|
|
of Notes
|
|
|
Banc of America Securities LLC
|
|
$
|
|
|
Barclays Capital Inc.
|
|
|
|
|
Comerica Securities, Inc.
|
|
|
|
|
Sandler ONeill + Partners,
L.P.
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
150,000,000
|
|
|
|
|
|
|
The underwriting agreement provides that the obligations of the
underwriters to purchase the notes included in this offering are
subject to the approval of legal matters by their counsel and to
other conditions. The underwriters are obligated to purchase all
of the notes if they purchase any of the notes.
The underwriters propose to offer part of the notes directly to
the public at the public offering price set forth on the cover
page of this prospectus supplement and to certain dealers at the
public offering price less a concession not in excess
of % of the principal amount of the
notes. The underwriters may allow, and such dealers may reallow,
a concession to certain other dealers not in excess
of % of the principal amount of the
notes. After the initial offering of the notes to the public,
the representatives may change the public offering price and
concessions.
The notes are a new issue of securities with no established
trading market. We presently do not intend to apply for listing
of the notes on any national securities exchange or interdealer
quotation system. We have been advised by the underwriters that
they presently intend to make a market in the notes but the
underwriters are not obligated to do so and may discontinue any
market making at any time in their sole discretion and without
notice. Accordingly, we can make no assurance as to the
liquidity of, or trading markets for, the notes.
The following table shows the underwriting discounts and
commissions that we are to pay to the underwriters in connection
with this offering (expressed as a percentage of the principal
amount of the notes).
|
|
|
|
|
|
|
Paid by Comerica
|
|
|
Per note
|
|
|
|
%
|
In connection with the offering, the representatives, on behalf
of the underwriters, may purchase and sell notes in the open
market. These transactions may include over-allotment, syndicate
covering transactions and stabilizing transactions.
Over-allotment involves syndicate sales of notes in excess of
the principal amount of notes to be purchased by the
underwriters in the offering, which creates a syndicate short
position. Syndicate covering transactions involve purchases of
the notes in the open market after the distribution has been
completed in order to cover syndicate short positions.
Stabilizing transactions consist of certain bids or purchases of
notes made for the purpose of preventing or retarding a decline
in the market price of the notes while the offering is in
progress.
The underwriters also may impose a penalty bid. Penalty bids
permit the underwriters to reclaim a selling concession from a
syndicate member when the representatives, in covering syndicate
short positions or making stabilizing purchases, repurchases
notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or
retarding a decline in the market price of the notes. They may
also cause the price of the notes to be higher than the price
that otherwise would exist in the open market in the absence of
these transactions. The underwriters may conduct these
transactions in the over-
S-11
the-counter market or otherwise. If the underwriters commence
any of these transactions, they may discontinue them at any time.
We estimate that our total expenses for this offering will be
$ .
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), each underwriter has agreed
that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member
State, or the Relevant Implementation Date, it has not made and
will not make an offer of the notes to the public in that
Relevant Member State prior to the publication of a prospectus
in relation to the notes which has been approved by the
competent authority in that Relevant Member State or, where
appropriate, approved in another Member State and notified to
the competent authority in that Relevant Member State, all in
accordance with the Prospectus Directive, except that it may,
with effect from and including the Relevant Implementation Date,
make an offer of the notes to the public in that Relevant Member
State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts; or
(c) in any other circumstances which do not require the
publication by us, the issuer, of a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an
offer of the notes to the public in relation to any
of the notes in any Relevant Member State means the
communication in any form and by any means of sufficient
information on the terms of the offer and the notes to be
offered so as to enable an investor to decide to purchase or
subscribe the notes, as the same may be varied in that Relevant
Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression
Prospectus Directive means Directive
2003/71/EC
and includes any relevant implementing measure in each Member
State.
The underwriters and their affiliates may, from time to time,
engage in transactions (which may include commercial banking
transactions) with, and perform services for, us or one or more
of our affiliates in the ordinary course of business.
Comerica Securities, Inc., a manager for this offering, is a
subsidiary of Comerica. Accordingly, the offering of the notes
will conform with the requirements set forth in Rule 2720
of the Conduct Rules of the NASD.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be
required to make because of any of those liabilities.
LEGAL
OPINIONS
Robert W. Spencer, Jr., Vice President, Corporate
Finance & Securities Counsel of Comerica Incorporated
will issue an opinion about the legality of the notes. Certain
legal matters will be passed upon for the underwriters by Mayer,
Brown, Rowe & Maw LLP, Chicago, Illinois. Mayer,
Brown, Rowe & Maw LLP represents Comerica and certain
of its subsidiaries in other legal matters. In rendering his
opinion, Mr. Spencer may rely on Mayer, Brown,
Rowe & Maw LLP as to matters of New York law.
S-12
Prospectus
Comerica Incorporated
Common stock
Preferred
stock
Depositary
shares
Debt
securities
Warrants to purchase common
stock, preferred stock
and debt
securities
Stock purchase
contracts
Stock purchase
units
Comerica Capital
Trust II
Comerica Capital
Trust III
Capital securities
guaranteed to the extent provided in this prospectus by Comerica
Incorporated
Comerica or the applicable Comerica Capital Trust will provide
the specific terms of these securities in supplements to this
prospectus. You should read this prospectus and the applicable
prospectus supplement carefully before you invest in any of
these securities.
Comericas common stock is traded on the New York Stock
Exchange under the symbol CMA.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
These securities are not deposits or savings accounts but are
unsecured obligations of Comerica. These securities are not
insured by the Federal Deposit Insurance Corporation or any
other governmental agency or instrumentality.
February 13,
2007
Table of
contents
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3
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4
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4
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5
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6
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7
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14
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17
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Currency Conversions and Foreign
Exchange Risks Affecting Debt Securities Denominated in a
Foreign Currency
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47
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49
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51
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52
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52
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68
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71
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72
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72
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72
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You should rely only on the information contained or
incorporated by reference in this prospectus or any supplement.
Neither Comerica nor the Comerica Capital Trusts has authorized
anyone else to provide you with different information. Comerica
and the Comerica Capital Trusts are offering these securities
only in states where the offer is permitted. You should not
assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of
those documents. Comericas business, financial condition,
results of operations and prospects may have changed since that
date.
Unless the context otherwise requires, the terms
Comerica, the Company, we,
our, us, and other similar terms mean
Comerica Incorporated and its subsidiaries.
2
Prospectus
summary
This summary provides a brief overview of the key aspects of
Comerica, the Comerica Capital Trusts and all material terms of
the offered securities that are known as of the date of this
prospectus. For a more complete understanding of the terms of
the offered securities, before making your investment decision,
you should carefully read:
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this prospectus, which explains the general terms of the
securities that Comerica and the Comerica Capital Trusts may
offer; and
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the documents referred to in Where You Can Find More
Information on page 72 for information on Comerica,
including its financial statements.
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Comerica
Incorporated
Comerica Incorporated is a financial services company
incorporated under the laws of the State of Delaware and
headquartered in Detroit, Michigan. As of December 31,
2006, it was among the 20 largest commercial banking companies
in the United States. Comerica was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica
Bank-Detroit), one of Michigans oldest banks
(Comerica Bank). As of December 31, 2006,
Comerica owned directly or indirectly all the outstanding common
stock of 2 active banking and 63 non-banking subsidiaries. At
December 31, 2006, Comerica had total assets of
approximately $58.0 billion, total deposits of
approximately $44.9 billion, total loans (net of unearned
income) of approximately $47.4 billion and common
shareholders equity of approximately $5.2 billion.
Comericas principal executive office is at Comerica Tower
at Detroit Center, 500 Woodward Avenue, Detroit, Michigan 48226,
and its telephone number is
(313) 222-6317.
Comerica Capital
Trusts
Each of the trusts is a statutory trust recently organized under
Delaware law by us solely for the purposes of issuing to us, in
exchange for our junior subordinated debentures, preferred and
common securities that represent undivided beneficial ownership
interests in the assets of each trust and engaging in other
activities that are directly related to the activities described
above, such as registering the transfer of the capital
securities.
The executive office of each trust is c/o Comerica
Incorporated, Comerica Tower at Detroit Center, 500 Woodward
Avenue, Detroit, Michigan 48226, and its telephone number is
(313) 222-6317.
Use of
proceeds
Unless otherwise disclosed in the applicable prospectus
supplement, Comerica will use the net proceeds it receives from
any offering of these securities for general corporate purposes,
which may include funding the business of its operating units;
funding investments in, or extensions of credit or capital
contributions to, its subsidiaries; financing possible
acquisitions or business expansion; and refinancing outstanding
indebtedness or refunding maturing indebtedness. Each Comerica
Capital Trust will invest all proceeds received from the sale of
its capital securities and common securities in a particular
series of subordinated debt securities of Comerica. Comerica
will use these funds as specified above.
3
Forward-looking
statements
This prospectus and the documents incorporated by reference in
this prospectus include forward-looking statements as defined in
the Private Securities Litigation Reform Act of 1995. All
statements regarding Comericas expected financial
position, strategies and growth prospects and general economic
conditions Comerica expects to exist in the future are
forward-looking statements. The words anticipates,
believes, feels, expects,
estimates, seeks, strives,
plans, intends, outlook,
forecast, position, target,
mission, assume, achievable,
potential, strategy, goal,
aspiration, outcome,
continue, remain, maintain,
trend, objective 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.
Comerica cautions that forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over
time. Forward-looking statements speak only as of the date the
statement is made, and 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. Actual results could differ
materially from those anticipated in forward-looking statements,
and future results could differ materially from historical
performance. Information regarding important factors that could
cause actual results to differ, perhaps materially, from those
in our forward-looking statements is contained under
Item 1ARisk Factors in Comericas
Form 10-K
for the year ended December 31, 2005 which is incorporated
herein by reference in this prospectus. Comerica does not have
any intention or obligation to update forward-looking statements
after it distributes this prospectus.
Comerica
Incorporated
Comerica Incorporated is a financial services company
incorporated under the laws of the State of Delaware and
headquartered in Detroit, Michigan. As of December 31,
2006, it was among the 20 largest commercial banking companies
in the United States. Comerica was formed in 1973 to acquire the
outstanding common stock of Comerica Bank (formerly Comerica
Bank-Detroit), one of Michigans oldest banks
(Comerica Bank). As of December 31, 2006,
Comerica owned directly or indirectly all the outstanding common
stock of 2 active banking and 63 non-banking subsidiaries. At
December 31, 2006, Comerica had total assets of
approximately $58.0 billion, total deposits of
approximately $44.9 billion, total loans (net of unearned
income) of approximately $47.4 billion and common
shareholders equity of approximately $5.2 billion.
Comericas principal executive office is at 500 Woodward
Avenue, Detroit, Michigan 48226, and its telephone number is
(313) 222-6317.
4
Comerica Capital
Trusts
Purpose and
ownership of the trusts
Each of the trusts is a statutory trust organized under Delaware
law by us and the trustees of the trusts. The trusts are being
established solely for the following purposes:
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to issue to us, in exchange for our junior subordinated
debentures, the capital securities, which represent undivided
beneficial ownership interests in the assets of each trust;
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to issue the common securities to us in exchange for our junior
subordinated debentures in a total liquidation amount equal to
at least 3% of the total capital of each trust; and
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to engage in other activities that are directly related to the
activities described above, such as registering the transfer of
the capital securities.
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Because each trust is being established only for the purposes
listed above, the applicable series of junior subordinated
debentures will be the sole assets of the applicable trust, and
payments under the junior subordinated debentures will be the
sole source of income to that trust.
As issuer of the junior subordinated debentures, we will pay:
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all fees, expenses and taxes related to each trust and the
offering of each trusts capital securities and common
securities; and
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all ongoing costs, expenses and liabilities of the trusts,
except obligations to make distributions and other payments on
the common securities and the capital securities.
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For so long as the capital securities remain outstanding, we
will promise to:
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cause each trust to remain a business trust and not to
voluntarily dissolve, windup, liquidate or be terminated, except
as permitted by the relevant declaration of trust;
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own directly or indirectly all of the common securities;
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use our commercially reasonable efforts to ensure that each
trust will not be an investment company for purposes
of the Investment Company Act of 1940, as amended (the
Investment Company Act); and
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take no action that would be reasonably likely to cause either
trust to be classified as an association or a publicly traded
partnership taxable as a corporation for United States federal
income tax purposes.
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The
trustees
Each of the trusts business and affairs will be conducted
by its five trustees. In each case, the three administrative
trustees of each trust will be individuals who are our
employees. The property trustee of each trust will hold title to
the junior subordinated debentures for the benefit of the
holders of the capital securities of each trust and will have
the power to execute all rights and powers of a registered
holder of junior subordinated debentures under the indenture
governing the junior subordinated debentures. The Delaware
trustee will maintain its principal place of business in
Delaware and meet the requirements of Delaware law for Delaware
business trusts.
5
We have the sole right to appoint, remove and replace any of the
trustees of each trust unless an event of default occurs under
the indenture. In that event, the holders of a majority in
liquidation amount of the applicable capital securities will
have the sole right to remove and appoint the property trustee
and the Delaware trustee.
Additional
information
For additional information concerning the particular trust
issuing a series of capital securities, see the applicable
prospectus supplement. We anticipate that the trusts will not be
required to file any reports with the SEC after the issuance of
the capital securities. As discussed below under the caption
Accounting Treatment, we will provide certain
information concerning each of the trusts and the capital
securities in the footnotes to our financial statements included
in our own periodic reports to the SEC.
Offices of the
trusts
The executive office of each trust is c/o Comerica
Incorporated, Comerica Tower at Detroit Center, 500 Woodward
Avenue, Detroit, Michigan 48226, and its telephone number is
(313) 222-6317.
Use of
proceeds
General. Comerica will use the proceeds it receives
from the sale of the offered securities for general corporate
purposes, which may include:
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funding the business of its operating units;
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funding investments in, or extensions of credit or capital
contributions to, its subsidiaries;
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financing possible acquisitions or business expansion; and
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refinancing outstanding indebtedness or refunding maturing
indebtedness.
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Each Comerica Capital Trust will invest all proceeds received
from the sale of its capital securities and common securities in
a particular series of subordinated debt securities of Comerica.
Comerica will use these funds as specified above.
6
Consolidated
ratios of earnings to fixed charges
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Nine months
ended
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September 30,
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Year ended
December 31,
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2006
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2005
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2004
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2003
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2002
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2001
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Consolidated ratio of earnings to
fixed charges:
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Excluding interest on Deposits
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3.51
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6.05
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9.30
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7.94
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5.78
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3.87
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Including interest on Deposits
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1.81
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2.54
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3.45
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2.87
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2.42
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1.92
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Consolidated ratio of earnings to
combined fixed charges and preferred share dividends:
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Excluding interest on Deposits
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3.51
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6.05
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9.30
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7.94
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5.78
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3.71
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Including interest on Deposits
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1.81
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2.54
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3.45
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2.87
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2.42
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1.90
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For purposes of computing these ratios, earnings represent
income before income taxes and fixed charges. Fixed charges,
excluding interest on deposits, include interest (other than on
deposits), whether expensed or capitalized, and that portion of
rental expense (generally
one-third)
deemed representative of the interest factor. Fixed charges,
including interest on deposits, consist of the foregoing items
plus interest on deposits.
Description of
capital stock
General
As of the date of this prospectus, Comericas authorized
capital stock consists of 325,000,000 shares of common
stock, par value $5.00 per share, and
10,000,000 shares of preferred stock, without value. The
following briefly summarizes the material terms of
Comericas common stock and outstanding preferred stock.
You should read the more detailed provisions of Comericas
certificate of incorporation and the certificate of designation
relating to a series of preferred stock for provisions that may
be important to you.
Common
stock
As of October 13, 2006, Comerica had outstanding
158,855,234 shares of its common stock. Holders of Comerica
common stock are entitled to receive dividends when, as and if
declared by the Comerica board of directors out of any funds
legally available for dividends. Holders of Comerica common
stock are also entitled, upon the liquidation of Comerica, and
after claims of creditors and preferences of Comerica preferred
stock, and any other class or series of Comerica preferred stock
outstanding at the time of liquidation, to receive pro rata the
net assets of Comerica. Comerica pays dividends on Comerica
common stock only if it has paid or provided for all dividends
on the outstanding series of Comerica preferred stock, and any
other class or series of preferred stock at the time
outstanding, for the then-current period and, in the case of any
cumulative Comerica preferred stock, all prior periods.
Comerica preferred stock has, or upon issuance will have,
preference over Comerica common stock with respect to the
payment of dividends and the distribution of assets in the event
of the
7
liquidation or dissolution of Comerica. Comerica preferred stock
also has such other preferences as may be fixed by the Comerica
board of directors.
Holders of Comerica common stock are entitled to one vote for
each share that they hold and are vested with all of the voting
power except as the Comerica board of directors has provided, or
may provide in the future, with respect to Comerica preferred
stock or any other class or series of Comerica preferred stock
that it may authorize in the future. See Preferred
Stock. Shares of Comerica common stock are not redeemable
and have no subscription, conversion or preemptive rights.
The affirmative vote of not less than 75% of Comericas
outstanding shares of capital stock entitled to vote may be
required for certain business combinations between Comerica or
its subsidiaries and persons owning 10% or more of the
outstanding shares of any class or series of Comericas
capital stock. See Selected Provisions in the Articles of
ComericaBusiness Combinations With Related Persons.
Comerica common stock is listed on the New York Stock Exchange
under the symbol CMA. The outstanding shares of
Comerica common stock are, and any shares to be issued pursuant
to a prospectus supplement will be, validly issued, fully paid
and non-assessable. The holders of Comerica common stock are
not, and will not be, generally subject to any liability as
stockholders; however, if the Comerica board of directors
approves, and Comerica makes, a distribution when Comerica is
insolvent, or that renders Comerica insolvent, and any of
Comericas directors is found liable for the distribution,
then Comerica stockholders may be required to pay back the
amount of the distribution made to them or the portion of the
distribution that caused Comerica to become insolvent.
The Transfer Agent and Registrar for Comerica common stock is
Wells Fargo Bank, N.A., P.O. Box 64854, St. Paul, Minnesota
55164-0854.
The Change in Bank Control Act prohibits a person or group of
persons from acquiring control of a bank holding
company unless the Federal Reserve Board has been notified and
has not objected to the transaction. Under a rebuttable
presumption established by the Federal Reserve Board, the
acquisition of 10% or more of a class of voting stock of a bank
holding company with a class of securities registered under
Section 12 of the Exchange Act, such as Comerica, would,
under the circumstances set forth in the presumption, constitute
acquisition of control of the bank holding company.
In addition, a company is required to obtain the approval of the
Federal Reserve Board under the Bank Holding Company Act of 1956
before acquiring 25% (5% in the case of an acquiror that is a
bank holding company) or more of any class of outstanding voting
stock of a bank holding company, or otherwise obtaining control
or a controlling influence over that bank holding
company.
Preferred
stock
The following briefly summarizes the material terms of
Comericas preferred stock, other than pricing and related
terms disclosed in the accompanying prospectus supplement. You
should read the particular terms of any series of preferred
stock offered by Comerica, which will be described in more
detail in any prospectus supplement relating to such series,
together with the more detailed provisions of Comericas
restated certificate of incorporation and the certificate of
designation relating to each particular series of preferred
stock for provisions that may be
8
important to you. The certificate of incorporation, as amended
and restated, is incorporated by reference into the registration
statement of which this prospectus forms a part. The certificate
of designation relating to the particular series of preferred
stock offered by the accompanying prospectus supplement and this
prospectus will be filed as an exhibit to a document
incorporated by reference in the registration statement. The
prospectus supplement will also state whether any of the terms
summarized below do not apply to the series of preferred stock
being offered.
Under Comericas certificate of incorporation, the board of
directors of Comerica is authorized to issue up
10,000,000 shares of preferred stock in one or more series.
As of the date of this prospectus, there were no series of
preferred authorized or outstanding. Comericas Board of
Directors is expressly authorized to provide for the issuance of
shares of Preferred Stock in one or more series, with such
voting powers, full or limited but not to exceed one vote per
share, or without voting powers, and with such designations,
preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions
thereof, as the Board of Directors may determine.
Prior to the issuance of any series of preferred stock, the
board of directors of Comerica will adopt resolutions creating
and designating the series as a series of preferred stock, and
the resolutions will be filed in a certificate of designation as
an amendment to the certificate of incorporation. The term
board of directors of Comerica includes any duly
authorized committee.
The rights of holders of the preferred stock offered may be
adversely affected by the rights of holders of any shares of
preferred stock that may be issued in the future. The board of
directors may cause shares of preferred stock to be issued in
public or private transactions for any proper corporate purpose.
Examples of proper corporate purposes include issuances to
obtain additional financing in connection with acquisitions or
otherwise and issuances to officers, directors and employees of
Comerica and its subsidiaries pursuant to benefit plans or
otherwise. Shares of preferred stock issued by Comerica may have
the effect of rendering more difficult or discouraging an
acquisition of Comerica deemed undesirable by the board of
directors of Comerica.
Under existing interpretations of the Board of Governors of the
Federal Reserve System, if the holders of the preferred stock
become entitled to vote for the election of directors because
dividends on the preferred stock are in arrears as described
below, preferred stock may then be deemed a class of
voting securities, and a holder of 25% or more of the
preferred stock or a holder of 5% or more of the preferred stock
that is otherwise a bank holding company may then be regulated
as a bank holding company with respect to Comerica
in accordance with the Bank Holding Company Act. In addition, at
such time:
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any bank holding company or foreign bank with a
U.S. presence generally would be required to obtain the
approval of the Federal Reserve Board under the Bank Holding
Company of 1956 to acquire or retain 5% or more of the preferred
stock; and
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any person other than a bank holding company may be required to
obtain the approval of the Federal Reserve Board under the
Change in Bank Control Act to acquire or retain 10% or more of
the preferred stock.
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Before exercising its option to redeem any shares of preferred
stock, Comerica will obtain the approval of the Federal Reserve
Board if then required by applicable law.
9
The preferred stock will be, when issued, fully paid and
non-assessable. Holders of preferred stock will not have any
preemptive or subscription rights to acquire more stock of
Comerica.
The transfer agent, registrar, dividend disbursing agent and
redemption agent for shares of each series of preferred stock
will be named in the prospectus supplement relating to such
series.
Rank
Unless otherwise specified in connection with a particular
offering of preferred stock, such shares will rank on an equal
basis with each other series of preferred stock and prior to the
common stock as to dividends and distributions of assets.
Dividends
Holders of each series of preferred stock will be entitled to
receive cash dividends when, as and if declared by the board of
directors of Comerica out of funds legally available for
dividends. The rates and dates of payment of dividends will be
set forth in the prospectus supplement relating to each series
of preferred stock. Dividends will be payable to holders of
record of preferred stock as they appear on the books of
Comerica or, if applicable, the records of the depositary
referred to below under Description of Depositary
Shares, on the record dates fixed by the board of
directors. Dividends on a series of preferred stock may be
cumulative or noncumulative.
Comerica may not declare, pay or set apart for payment dividends
on the preferred stock unless full dividends on other series of
preferred stock that rank on an equal or senior basis have been
paid or sufficient funds have been set apart for payment for
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all prior dividend periods of other series of preferred stock
that pay dividends on a cumulative basis; or
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the immediately preceding dividend period of other series of
preferred stock that pay dividends on a non-cumulative basis.
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Partial dividends declared on shares of preferred stock and each
other series of preferred stock ranking on an equal basis as to
dividends will be declared pro rata. A pro rata declaration
means that the ratio of dividends declared per share to accrued
dividends per share will be the same for each series of
preferred stock.
Similarly, Comerica may not declare, pay or set apart for
payment non-stock dividends or make other payments on the common
stock or any other stock of Comerica ranking junior to the
preferred stock until full dividends on the preferred stock have
been paid or set apart for payment for
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all prior dividend periods if the preferred stock pays dividends
on a cumulative basis; or
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the immediately preceding dividend period if the preferred stock
pays dividends on a non-cumulative basis.
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10
Conversion and
exchange
The prospectus supplement for a series of preferred stock will
state the terms, if any, on which shares of that series are
convertible into or exchangeable for shares of Comericas
common stock.
Redemption
If so specified in the applicable prospectus supplement, a
series of preferred stock may be redeemable at any time, in
whole or in part, at the option of Comerica or the holder
thereof and may be mandatorily redeemed.
Any partial redemptions of preferred stock will be made in a way
that the board of directors decides is equitable.
Unless Comerica defaults in the payment of the redemption price,
dividends will cease to accrue after the redemption date on
shares of preferred stock called for redemption, and all rights
of holders of such shares will terminate except for the right to
receive the redemption price.
Liquidation
preference
Upon any voluntary or involuntary liquidation, dissolution or
winding up of Comerica, holders of each series of preferred
stock will be entitled to receive distributions upon liquidation
in the amount set forth in the prospectus supplement relating to
such series of preferred stock, plus an amount equal to any
accrued and unpaid dividends. Such distributions will be made
before any distribution is made on any securities ranking junior
relating to liquidation, including common stock.
If the liquidation amounts payable relating to the preferred
stock of any series and any other securities ranking on a parity
regarding liquidation rights are not paid in full, the holders
of the preferred stock of such series and such other securities
will share in any such distribution of available assets of
Comerica on a ratable basis in proportion to the full
liquidation preferences. Holders of such series of preferred
stock will not be entitled to any other amounts from Comerica
after they have received their full liquidation preference.
Voting
rights
The holders of shares of preferred stock will have no voting
rights except:
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as otherwise stated in the prospectus supplement;
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as otherwise stated in the certificate of designation
establishing such series; and
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as required by applicable law.
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11
Selected
provisions in the certificate of incorporation of
Comerica
The following discussion sets forth material provisions of the
Comerica certificate of incorporation.
Business
combinations with related persons
The Comerica certificate provides that certain transactions
known as business combinations involving persons
known as related persons must be approved by the
affirmative vote of the holders of 75% of the outstanding shares
of capital stock entitled to vote and by the holders of a
majority of the outstanding capital stock not beneficially owned
by related persons, unless:
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the transaction is approved by a 75% vote of Comericas
continuing directors either before or after the time
the related person became a related person; or
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each of the following conditions is met:
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the consideration to be paid for each share of any class or
series of Comerica capital stock is not less that the
highest per share price or the highest
equivalent price paid or to be paid by the related person
in acquiring any shares of the same class or series; and
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a proxy statement, complying with the requirements of the
Exchange Act, has been mailed to all Comerica stockholders to
solicit their approval. The proxy statement must contain
prominently the recommendation of the continuing directors as to
the advisability of the business combination and, if a majority
of the continuing directors deem it advisable, it must also
contain the opinion of an investment banking firm regarding the
fairness of the terms of the combination from the perspective of
the stockholders who are not related persons.
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A Business Combination includes:
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any merger or consolidation of Comerica or any of its
subsidiaries with a related person or any of its affiliates or
associates;
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any sale, lease, exchange, transfer or other disposition to or
with a related person of all, substantially all or any
substantial part (defined as assets having a value of more than
10% of the total consolidated assets of Comerica, as determined
by the continuing directors) of the assets of Comerica or any of
its subsidiaries;
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any purchase, exchange, lease or other acquisition by Comerica
or any of its subsidiaries of all or any substantial part of the
assets or business of a related person or any of its affiliates
or associates;
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any acquisition by Comerica or any of its subsidiaries of any
securities of a related person;
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any issuance or transfer of securities of Comerica or any of its
subsidiaries to any related person, other than an issuance or
transfers that is made on a pro rata basis to all stockholders
of the corporation; and
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any agreement, contract or other arrangement providing for any
of the transactions described in the five bullets points above.
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A Related Person means any person or group who,
together with any affiliates or
associates (as each is defined in the Exchange Act),
is the beneficial owner of 10% or more of the
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outstanding shares of any class or series of Comerica capital
stock as of the record date for the determination of those
stockholders entitled to vote on any business combination or
immediately prior to the completion of a business combination.
Continuing Directors are those individuals who were
members of the Comerica board of directors prior to the time a
related person became the beneficial owner of 10% or more of a
class or series of Comerica stock or those individuals
designated as continuing directors (prior to their initial
election as directors) by a majority of the then-continuing
directors.
Highest Per Share Price is the highest price that
the related person paid at any time for a share of Comerica
capital stock when there is only one class or series of Comerica
capital stock outstanding.
Highest Equivalent Price means the price of any
class or series of Comerica stock that 75% of the continuing
directors determine to be the equivalent to the highest price
paid by the related person for any share of another class or
series of outstanding stock. The continuing directors may make
this determination on any basis they believe is appropriate.
Any amendment to these provisions requires the affirmative vote
of (1) the holders of 75% of the outstanding shares of
capital stock entitled to vote and (2) a majority of the
outstanding shares of capital stock entitled to vote that is not
beneficially owned by a related person. However, if the
amendment is recommended to the stockholders by 75% of the
continuing directors, only the vote provided under the Delaware
General Corporation Law is required.
Directors
The Comerica certificate contains a number of additional
provisions that are intended to delay an outside partys
ability to take control of the Comerica board of directors, even
after the outside party has obtained majority ownership of
Comerica common stock. The Comerica certificate provides for a
classified board of directors, consisting of three classes of
directors serving staggered three-year terms. Directors of
Comerica may only be removed for cause by a vote of the holders
of a majority of the outstanding stock entitled to vote.
Vacancies on the Comerica board of directors may only be filled
by the Comerica board of directors. A vacancy that results from
an increase in the number of directors may be filled by a
majority of the board of directors then in office. Any other
vacancy, including those resulting from removal, may be filled
by a majority of the directors then in office, although less
than a quorum, or by a sole remaining director.
If Comerica repeatedly fails to pay quarterly dividends on its
nonvoting preferred stock, the holders of that preferred stock,
voting separately as a class, will be entitled to elect two
additional directors. See Description of Comerica Capital
StockPreferred Stock.
Any amendment to the provisions summarized above requires a
favorable vote, at a meeting of stockholders, of the holders of
75% of the then outstanding shares of capital stock entitled to
vote. However, if the amendment is recommended to the
shareholders by an affirmative vote of 75% of the board of
directors, the amendment may be approved by an affirmative vote
of a majority of the shares of capital stock entitled to vote.
13
Description of
depositary shares
The following briefly summarizes the material provisions of the
deposit agreement and of the depositary shares and depositary
receipts, other than pricing and related terms disclosed in the
accompanying prospectus supplement. You should read the
particular terms of any depositary shares and any depositary
receipts that are offered by Comerica and any deposit agreement
relating to a particular series of preferred stock, which will
be described in more detail in a prospectus supplement. The
prospectus supplement will also state whether any of the
generalized provisions summarized below do not apply to the
depositary shares or depositary receipts being offered. A copy
of the form of deposit agreement, including the form of
depositary receipt, is incorporated by reference as an exhibit
in the registration statement of which this prospectus forms a
part. You should read the more detailed provisions of the
deposit agreement and the form of depositary receipt for
provisions that may be important to you.
General
Comerica may, at its option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. In
such event, Comerica will issue receipts for depositary shares,
each of which will represent a fraction of a share of a
particular series of preferred stock.
The shares of any series of preferred stock represented by
depositary shares will be deposited under a deposit agreement
between Comerica and a bank or trust company selected by
Comerica having its principal office in the United States and
having a combined capital and surplus of at least $50,000,000,
as preferred stock depositary. Each owner of a depositary share
will be entitled to all the rights and preferences of the
underlying preferred stock, including dividend, voting,
redemption, conversion and liquidation rights, in proportion to
the applicable fraction of a share of preferred stock
represented by such depositary share.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts
will be distributed to those persons purchasing the fractional
shares of preferred stock in accordance with the terms of the
applicable prospectus supplement.
Dividends and
other distributions
The preferred stock depositary will distribute all cash
dividends or other cash distributions received in respect of the
deposited preferred stock to the record holders of depositary
shares relating to such preferred stock in proportion to the
number of such depositary shares owned by such holders.
The preferred stock depositary will distribute any property
received by it other than cash to the record holders of
depositary shares entitled thereto. If the preferred stock
depositary determines that it is not feasible to make such
distribution, it may, with the approval of Comerica, sell such
property and distribute the net proceeds from such sale to such
holders.
Redemption of
preferred stock
If a series of preferred stock represented by depositary shares
is to be redeemed, the depositary shares will be redeemed from
the proceeds received by the preferred stock depositary
resulting from the redemption, in whole or in part, of such
series of preferred stock. The depositary shares will be
redeemed by the preferred stock depositary at a price per
depositary share equal
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to the applicable fraction of the redemption price per share
payable in respect of the shares of preferred stock so redeemed.
Whenever Comerica redeems shares of preferred stock held by the
preferred stock depositary, the preferred stock depositary will
redeem as of the same date the number of depositary shares
representing the shares of preferred stock so redeemed. If fewer
than all the depositary shares are to be redeemed, the
depositary shares to be redeemed will be selected by the
preferred stock depositary by lot or ratably or by any other
equitable method as the preferred stock depositary may decide.
Withdrawal of
preferred stock
Unless the related depositary shares have previously been called
for redemption, any holder of depositary shares may receive the
number of whole shares of the related series of preferred stock
and any money or other property represented by such depositary
receipts after surrendering the depositary receipts at the
corporate trust office of the preferred stock depositary.
Holders of depositary shares making such withdrawals will be
entitled to receive whole shares of preferred stock on the basis
set forth in the related prospectus supplement for such series
of preferred stock.
However, holders of such whole shares of preferred stock will
not be entitled to deposit such preferred stock under the
deposit agreement or to receive depositary receipts for such
preferred stock after such withdrawal. If the depositary shares
surrendered by the holder in connection with such withdrawal
exceed the number of depositary shares that represent the number
of whole shares of preferred stock to be withdrawn, the
preferred stock depositary will deliver to such holder at the
same time a new depositary receipt evidencing such excess number
of depositary shares.
Voting deposited
preferred stock
Upon receipt of notice of any meeting at which the holders of
any series of deposited preferred stock are entitled to vote,
the preferred stock depositary will mail the information
contained in such notice of meeting to the record holders of the
depositary shares relating to such series of preferred stock.
Each record holder of such depositary shares on the record date
will be entitled to instruct the preferred stock depositary to
vote the amount of the preferred stock represented by such
holders depositary shares. The preferred stock depositary
will try to vote the amount of such series of preferred stock
represented by such depositary shares in accordance with such
instructions.
Comerica will agree to take all reasonable actions that the
preferred stock depositary determines are necessary to enable
the preferred stock depositary to vote as instructed. The
preferred stock depositary will vote all shares of any series of
preferred stock held by it proportionately with instructions
received if it does not receive specific instructions from the
holders of depositary shares representing such series of
preferred stock.
Amendment and
termination of the deposit agreement
The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may at any time be
amended by agreement between Comerica and the preferred stock
depositary. However, any amendment that imposes additional
charges or materially and
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adversely alters any substantial existing right of the holders
of depositary shares will not be effective unless such amendment
has been approved by the holders of at least a majority of the
affected depositary shares then outstanding. Every holder of an
outstanding depositary receipt at the time any such amendment
becomes effective, or any transferee of such holder, shall be
deemed, by continuing to hold such depositary receipt, or by
reason of the acquisition thereof, to consent and agree to such
amendment and to be bound by the deposit agreement, that has
been amended thereby. The deposit agreement automatically
terminates if:
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all outstanding depositary shares have been redeemed;
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each share of preferred stock has been converted into or
exchanged for common stock; or
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a final distribution in respect of the preferred stock has been
made to the holders of depositary shares in connection with any
liquidation, dissolution or winding up of Comerica.
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The deposit agreement may be terminated by Comerica at any time,
and the preferred stock depositary will give notice of such
termination to the record holders of all outstanding depositary
receipts not less than 30 days prior to the termination
date. In such event, the preferred stock depositary will deliver
or make available for delivery to holders of depositary shares,
upon surrender of such depositary shares, the number of whole or
fractional shares of the related series of preferred stock as
are represented by such depositary shares.
Charges of
preferred stock depositary; taxes and other governmental
charges
No fees, charges and expenses of the preferred stock depositary
or any agent of the preferred stock depositary or of any
registrar shall be payable by any person other than Comerica,
except for any taxes and other governmental charges and except
as provided in the deposit agreement. If the preferred stock
depositary incurs fees, charges or expenses for which it is not
otherwise liable hereunder at the election of a holder of a
depositary receipt or other person, such holder or other person
will be liable for such fees, charges and expenses.
Resignation and
removal of depositary
The preferred stock depositary may resign at any time by
delivering to Comerica notice of its intent to do so, and
Comerica may at any time remove the preferred stock depositary,
any such resignation or removal to take effect upon the
appointment of a successor preferred stock depositary and its
acceptance of such appointment. Such successor preferred stock
depositary must be appointed within 60 days after delivery
of the notice of resignation or removal and must be a bank or
trust company having its principal office in the United States
and having a combined capital and surplus of at least
$50,000,000.
Miscellaneous
The preferred stock depositary will forward all reports and
communications from Comerica that are delivered to the preferred
stock depositary and that Comerica is required to furnish to the
holders of the deposited preferred stock.
Neither the preferred stock depositary nor Comerica will be
liable if it is prevented or delayed by law or any circumstances
beyond its control in performing its obligations under the
deposit agreement. The obligations of Comerica and the preferred
stock depositary under the deposit agreement will be limited to
performance with honest intentions of their duties thereunder,
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and they will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares, depositary
receipts or shares of preferred stock unless satisfactory
indemnity is furnished. Comerica and the preferred stock
depositary may rely upon written advice of counsel or
accountants or upon information provided by holders of
depositary receipts or other persons believed to be competent
and on documents believed to be genuine.
Description of
debt securities
The debt securities offered by this prospectus will be unsecured
obligations of Comerica and will be either senior or
subordinated debt. The senior debt securities will be issued
under an indenture, which we refer to as the senior indenture,
between Comerica and The Bank of New York, as trustee. The
subordinated debt securities, which we refer to as the junior
subordinated debt securities, will be issued under an indenture,
which we refer to as the junior subordinated indenture, dated as
of July 31, 2001, between Comerica and The Bank of New York
(as successor to Chase Manhattan Trust Company, National
Association) as trustee. We refer to the senior indenture and
the subordinated indenture collectively as the indentures. The
following summary of the debt securities and the indentures does
not purport to be complete and is subject to the provisions of
the indentures, including the defined terms. For additional
information, you should review the forms of indentures that are
filed or incorporated by reference as exhibits to the
registration statement of which this prospectus forms a part.
The following briefly summarizes the material provisions of the
debt securities, other than pricing and related terms disclosed
in the accompanying prospectus supplement or pricing supplement,
as the case may be. You should read the particular terms of an
offering of debt securities, which will be described in more
detail in the applicable prospectus supplement or pricing
supplement, as the case may be.
General
The applicable prospectus supplement or pricing supplement
relating to any offering of debt securities will describe the
following terms, where applicable:
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the title of the debt securities;
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whether the debt securities will be senior or subordinated debt;
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the total principal amount of the debt securities;
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the percentage of the principal amount at which the debt
securities will be sold and, if applicable, the method of
determining the price;
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the maturity date or dates;
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the interest rate or the method of computing the interest rate;
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the date or dates from which any interest will accrue, or how
such date or dates will be determined, and the interest payment
date or dates and any related record dates;
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if other than in United States dollars, the currency or currency
unit in which payment will be made;
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if the amount of any payment may be determined with reference to
an index or formula based on a currency or currency unit other
than that in which the debt securities are payable, the manner
in which the amounts will be determined;
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if the amount of any payment may be determined with reference to
an index or formula based on securities, commodities,
intangibles, articles or goods, or any other financial, economic
or other measure or instrument, including the occurrence or
non-occurrence of any event or circumstance, the manner in which
the amount will be determined;
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if any payments may be made at the election of Comerica or a
holder of debt securities in a currency or currency unit other
than that in which the debt securities are stated to be payable,
the periods within which, and the terms upon which, such
election may be made;
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if other than the principal amount, the portion of the principal
amount of the debt securities payable if the maturity is
accelerated;
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the date of any global security if other than the original
issuance of the first debt security to be issued; and
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any other specific terms of the debt securities.
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United States federal income tax consequences and other special
considerations applicable to any debt securities issued by
Comerica at a discount or a premium will be described in the
applicable prospectus supplement or pricing supplement, as the
case may be.
The terms on which debt securities may be convertible into or
exchangeable for common stock or other securities of Comerica
will be set forth in the prospectus supplement relating to such
offering. Such terms will include provisions as to whether
conversion or exchange is mandatory, at the option of the holder
or at the option of Comerica. The terms may include provisions
pursuant to which the number of shares of common stock or other
securities of Comerica to be received by the holders of such
debt securities may be adjusted.
Unless otherwise specified in the applicable prospectus
supplement, the debt securities are not subject to any sinking
fund.
Unless otherwise specified in the applicable prospectus
supplement, debt securities denominated in U.S. dollars
will be issued only in denominations of $1,000 and whole
multiples of $1,000 in excess thereof. The prospectus supplement
relating to debt securities denominated in a foreign currency
will specify the denomination of such debt securities.
The currency for payment for book-entry debt securities
denominated in a foreign currency will be specified in the
applicable prospectus supplement. However, when interests in
such debt securities are held through The Depositary Trust
Company (DTC), all payments in respect of such debt
securities will be made in U.S. dollars, unless the holder
of a beneficial interest in the DTC debt securities elects to
receive payment in the foreign currency specified in the
applicable prospectus supplement. See Book-Entry
Procedures and Settlement and Currency Conversions
and Foreign Exchange Risks Affecting Debt Securities Denominated
in a Foreign CurrencyCurrency Conversion below.
Comerica may, without notice to or consent of the holders or
beneficial owners of a series of debt securities, issue
additional debt securities having the same ranking, interest
rate, maturity and other terms as the debt securities initially
issued. Any such debt securities could be considered part of the
same series of debt securities as the debt securities initially
issued.
The senior debt securities will be issued only in registered
form. The junior subordinated debt securities may be issued in
registered form, bearer form or both; however, unless otherwise
specified in connection with a particular offering of junior
subordinated debt securities, the
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junior subordinated debt securities will be issued in registered
form. If bearer securities are issued, the United States federal
income tax consequences and other special considerations,
procedures and limitations applicable to such bearer securities
will be described in the applicable prospectus supplement. As
currently anticipated, debt securities of a series will trade in
book-entry form, and global notes will be issued in physical
(paper) form, as described below under Book-Entry
Procedures and Settlement.
Unless otherwise specified in the applicable prospectus
supplement, the debt securities may be presented for exchange,
and debt securities other than a global security may be
presented for registration of transfer, at the principal trust
office of the relevant trustee in Detroit, Michigan. Holders may
not have to pay any service charge for any registration of
transfer or exchange of debt securities, but Comerica may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with such registration
of transfer. Debt securities in bearer form will be transferable
by delivery. Provisions with respect to the exchange of debt
securities in bearer form will be described in the applicable
prospectus supplement.
Unless otherwise specified in the applicable prospectus
supplement denominated in a foreign currency, a fiscal agency
agreement will be entered into in relation to the debt
securities between Comerica and a registrar, fiscal agent
and/or
principal paying agent. The terms registrar,
fiscal agent and principal paying agent
shall include any successors appointed from time to time in
accordance with the provisions of the fiscal agency agreement,
and any reference to an agent or agents
shall mean any or all (as applicable) of such persons. The
holders of the debt securities are bound by, and are deemed to
have notice of, the provisions of the fiscal agency agreement.
Payments of
principal and interest
Payments of principal and interest on debt securities issued in
book-entry form will be made as described below under
Book-Entry Procedures and Settlement. Payments
of principal and interest on debt securities issued in
definitive form, if any, will be made as described below under
Definitive Notes and Paying Agents.
Unless otherwise specified in the applicable prospectus
supplement, interest on the debt securities will be paid as
follows:
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Interest
payment frequency
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Interest
payment dates
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Monthly
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Fifteenth day of each calendar
month, beginning in the first calendar month following the month
the debt security was issued.
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Quarterly
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Fifteenth day of every third
month, beginning in the third calendar month following the month
the debt security was issued.
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Semi-annually
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Fifteenth day of every sixth
month, beginning in the sixth calendar month following the month
the debt security was issued.
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Annually
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Fifteenth day of every twelfth
month, beginning in the twelfth calendar month following the
month the debt security was issued.
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Unless otherwise specified in the applicable prospectus
supplement, all payments of interest on debt securities paying a
fixed rate of interest (fixed rate notes) will be
made to the persons in whose names the fixed rate notes are
registered at the close of business on the first Business Day of
the month in which payment is to be made, and all payments of
interest on debt securities paying a floating rate of interest
(floating rate notes) will be made to the persons in
whose names the floating rate notes are registered at the close
of business on the Business Day preceding an interest payment
date.
If an interest payment date for a fixed rate note or the
maturity date of the debt securities falls on a day that is not
a Business Day, the payment due on such interest payment date or
on the maturity date will be postponed to the next succeeding
Business Day, and no further interest will accrue in respect of
such postponement. Unless otherwise specified in the applicable
prospectus supplement, if an interest payment date for a
floating rate note falls on a day that is not a Business Day,
such interest payment date will be the next following Business
Day unless that day falls in the next calendar month, in which
case the interest payment date will be the first preceding
Business Day.
Unless otherwise specified in the applicable prospectus
supplement, in this section, Business Day shall mean
any day that is a day on which commercial banks settle payments
and are open for general business (a) in New York, in the
case of U.S. dollar-denominated debt securities;
(b) in New York, London and Tokyo, in the case of
Yen-denominated debt securities; or (c) in New York and
London and that is also a day on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer
(TARGET) system is open, in the case of
Euro-denominated debt securities. Unless otherwise specified in
the applicable prospectus supplement, in the case of Canadian
dollar-denominated debt securities, Business Day
shall mean any Toronto business day that is a day on which
commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign
currency deposits and foreign exchange) in Toronto.
If a date for payment of interest or principal on the debt
securities falls on a day that is not a business day in the
place of payment, such payment will be made on the next
succeeding business day in such place of payment as if made on
the date the payment was due. No interest will accrue on any
amounts payable for the period from and after the due date for
payment of such principal or interest.
Interest rate
determination
Fixed rate
notes
Unless otherwise specified in the applicable prospectus
supplement, each fixed rate note will bear interest from its
original issue date, or from the last interest payment date to
which interest has been paid or duly provided for, at the rate
per annum stated in the applicable prospectus supplement or
pricing supplement until its principal amount is paid or made
available for payment.
Unless otherwise specified in the applicable prospectus
supplement, interest on each fixed rate note will be payable
semi-annually in arrears on the dates set forth in the
applicable prospectus supplement or pricing supplement, with
each such day being an interest payment date, and at maturity.
Unless otherwise specified in the applicable prospectus
supplement, interest on U.S. dollar-denominated fixed rate
notes will be calculated on the basis of a
360-day year
comprised of twelve
30-day
months or, in the case of an incomplete month, the number of
days
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elapsed. The day-count for fixed rate notes denominated in any
other currency will be set forth in the applicable prospectus
supplement or pricing supplement. All U.S. dollar, Canadian
dollar and Euro amounts resulting from this calculation will be
rounded to the nearest cent, with one-half cent being rounded
upward. All Yen amounts resulting from this calculation will be
rounded to the nearest Yen, with five-tenths or more of 1
to be rounded upward to the nearest 1 per debt security.
The rounding convention for any other currency will be set forth
in the applicable prospectus supplement.
Floating rate
notes
Each floating rate note will bear interest at the interest rate
specified in the prospectus supplement or pricing supplement
relating to a particular series of debt securities. Unless
otherwise specified in the applicable prospectus supplement,
interest on each floating rate note will be payable quarterly in
arrears on the dates set forth in the applicable prospectus
supplement or pricing supplement, with each such day being an
interest payment date, and at maturity. Unless otherwise
specified in the applicable prospectus supplement, interest on
floating rate notes will be calculated on the basis of the
actual number of days in an interest period and a
360-day
year. An interest period is the period commencing on an interest
payment date and ending on the day preceding the next following
interest payment date. The first interest period will commence
on the day the floating rate notes are issued and will end on
the day preceding the next following interest payment date.
The interest rate for each offering of floating rate notes for a
particular interest period will be a per annum rate equal to the
base rate specified in the applicable prospectus supplement or
pricing supplement, as determined on the relevant interest
determination date (defined below for each base rate), plus or
minus any spread or multiplied by any spread multiplier. A basis
point, or bp, equals one-hundredth of a percentage point. The
spread is the number of basis points specified in the applicable
prospectus supplement or pricing supplement, and the spread
multiplier is the percentage specified in the applicable
prospectus supplement or pricing supplement.
Each floating rate note will bear interest for each interest
period at a rate determined by the calculation agent named in
the applicable prospectus supplement. Promptly upon
determination, the calculation agent will inform the trustee and
Comerica of the interest rate for the next interest period.
Absent manifest error, the determination of the interest rate by
the calculation agent shall be binding and conclusive on the
holders of such floating rate notes, the trustee and Comerica.
As long as the floating rate notes are listed on the Luxembourg
Stock Exchange, the Luxembourg Stock Exchange shall be notified
of the interest rate, the amount of the interest payment and the
interest payment date for a particular interest period not later
than the first day of such interest period. Upon request from
any noteholder, the calculation agent will provide the interest
rate in effect on the notes for the current interest period and,
if it has been determined, the interest rate to be in effect for
the next interest period.
The applicable prospectus supplement or pricing supplement will
designate one of the following base rates as applicable to an
offering of floating rate notes:
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LIBOR;
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the Treasury Rate;
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the Prime Rate;
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EURIBOR;
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CDOR; or
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such other base rate as is set forth in the applicable
prospectus supplement or pricing supplement and in the note.
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The following terms are used in describing the various base
rates:
The index maturity is the period of maturity of the
instrument or obligation from which the base rate is calculated.
H.15(519) means the publication entitled
Statistical Release H.15(519), Selected Interest
Rates, or any successor publication, published by the
Board of Governors of the Federal Reserve System.
H.15 Daily Update means the daily update of the
Board of Governors of the Federal Reserve System at
http://www.federalreserve.gov/releases/H15/update/ or any
successor site or publication.
Unless otherwise specified in the applicable prospectus
supplement, in this section, business day means:
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for any floating rate note, any day that is not a Saturday or
Sunday and that is not a day on which banking institutions
generally are authorized or obligated by law or executive order
to close in New York City, London, or the place in which the
floating rate note or its coupon is to be presented for payment;
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for LIBOR floating rate notes only, a London business day, which
shall be any day on which dealings in deposits in the specified
currency are transacted in the London interbank market;
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for floating rate notes having a specified currency other than
U.S. dollars only, other than Euro-denominated floating
rate notes, any day that, in the principal financial center (as
defined below) of the country of the specified currency, is not
a day on which banking institutions generally are authorized or
obligated by law to close; and
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for EURIBOR floating rate notes and Euro-denominated floating
rate notes, a TARGET business day, which will be any day on
which the Trans-European Automated Real-Time Gross Settlement
Express Transfer System is open.
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As used above, a principal financial center means
the capital city of the country issuing the specified currency.
However, for Australian dollars, Canadian dollars and Swiss
francs, the principal financial center will be Sydney, Toronto
and Zurich, respectively.
Unless otherwise specified in the applicable prospectus
supplement, each of the following base rates will be determined
by the calculation agent as described below. Unless otherwise
specified in the applicable prospectus supplement, all
percentages resulting from any calculation of the rate of
interest on a floating rate note will be rounded, if necessary,
to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward. All
currency amounts used in, or resulting from, the calculation on
floating rate notes will be rounded to the nearest one-hundredth
of a unit. For purposes of rounding, .005 of a unit shall be
rounded upward.
22
LIBOR Notes. Each LIBOR note will bear
interest for each interest period at an interest rate equal to
LIBOR and any spread or spread multiplier specified in the note
and the applicable prospectus supplement or pricing supplement.
The calculation agent will determine LIBOR on each interest
determination date. The interest determination date is the
second London business day prior to each interest period.
On an interest determination date, the calculation agent will
determine LIBOR for each interest period as follows:
The calculation agent will determine the offered rates for
deposits in a principal amount equal to at least $1,000,000 or
the approximate equivalent in the specified currency for the
period of the index maturity specified in the applicable
prospectus supplement or pricing supplement commencing on the
interest determination date, which appear on the
designated LIBOR page at approximately
11:00 a.m., London time, on that date.
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If LIBOR Moneyline Telerate is designated, or if
neither LIBOR Reuters nor LIBOR Moneyline
Telerate is specified as the method for calculating LIBOR,
designated LIBOR page means the display designated
as page 3750 on the Moneyline Telerate Service, and
LIBOR will be the relevant offered rate determined by the
calculation agent. If page 3750 on the Moneyline
Telerate Service is replaced by another page or ceases to exist,
or if the Moneyline Telerate Service is replaced by a successor
service or ceases to exist, then LIBOR Moneyline
Telerate means the replacement page or service selected by
the British Bankers Association for the purpose of
displaying the London interbank offered rates of major banks.
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If LIBOR Reuters is designated, designated
LIBOR page means the display designated as page
LIBO on the Reuters Monitor Money Rates Service and
LIBOR will be the arithmetic means of the offered rates,
calculated by the calculation agent, or the offered rate, if the
designated LIBOR page by its terms provides only for a single
rate. If the LIBO page on that service is replaced by another
page or ceases to exist, or if the Reuters Monitor Money Rates
Service is replaced by a successor service or ceases to exist,
then LIBOR Reuters means the replacement page or
service selected by the British Bankers Association for
the purpose of displaying the London interbank offered rates of
major banks.
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If LIBOR cannot be determined on an interest determination date
as described above, then the calculation agent will determine
LIBOR as follows:
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The calculation agent (after consultation with Comerica) will
select four major banks in the London interbank market.
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The calculation agent will request that the principal London
offices of those four selected banks provide their offered
quotations to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on the interest
determination date. These quotations shall be for deposits in
the specified currency for the period of the specified index
maturity, commencing on the interest determination date. Offered
quotations must be based on a principal amount equal to at least
$1,000,000 or the approximate equivalent in the specified
currency that is representative of a single transaction in such
market at that time.
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(1) If two or more quotations are provided, LIBOR for the
interest period will be the arithmetic average of those
quotations.
23
(2) If less than two quotations are provided, the
calculation agent (after consultation with Comerica) will select
three major banks in New York City and follow the steps in the
two bullet points below.
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The calculation agent will then determine LIBOR for the interest
period as the arithmetic average of rates quoted by those three
major banks in New York City to leading European banks at
approximately 11:00 a.m., New York City time, on the
interest determination date. The rates quoted will be for loans
in the specified currency, for the period of the specified index
maturity, commencing on the interest determination date. Rates
quoted must be based on a principal amount of at least
$1,000,000 or the approximate equivalent in the specified
currency that is representative of a single transaction in such
market at that time.
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If fewer than three New York City banks selected by the
calculation agent are quoting rates, LIBOR for the interest
period will be the same as for the immediately preceding
interest period.
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Treasury Rate Notes. Each Treasury Rate note
will bear interest for each interest period at an interest rate
equal to the Treasury Rate and any spread or spread multiplier,
specified in the note and the applicable prospectus supplement
or pricing supplement.
The calculation agent will determine the Treasury Rate on each
interest determination date. The interest determination date for
each interest period will be the day of the week in which the
beginning of that interest period falls on which treasury
securities are normally auctioned. Treasury securities are
normally sold at auction on Monday of each week unless that day
is a legal holiday. In that case the auction is normally held on
the following Tuesday, except that the auction may be held on
the preceding Friday. If, as the result of a legal holiday, an
auction is held on the Friday of the week preceding an interest
period, that Friday will be the interest determination date
pertaining to the interest period commencing in the next
succeeding week. If an auction date falls on any day that would
otherwise be an interest determination date for a Treasury Rate
note, then that interest determination date will instead be the
business day immediately following the auction date.
On an interest determination date, unless otherwise specified in
the applicable prospectus supplement, the Treasury Rate for each
interest period will be the rate for the auction held on the
interest determination date for the interest period of treasury
securities as that rate appears on Moneyline Telerate (or any
successor service) on page 56 (or any other page as may
replace page 56) or on page 57 (or any other page
as may replace page 57) under the heading
INVESTMENT RATE. Treasury securities are direct
obligations of the United States that have the index maturity
specified in the applicable prospectus supplement or pricing
supplement.
If the Treasury Rate cannot be determined as described above,
the following procedures will be followed in the order set forth
below:
(1) If the Treasury rate is not published prior to
3:00 p.m., New York City time on the earlier of 1) the
tenth calendar day after the interest determination date or, if
that day is not a business day, the next succeeding business
day, or 2) the business day immediately preceding the
applicable interest payment date or maturity date, as the case
may be (the calculation date), then the Treasury
Rate will be the Bond Equivalent Yield (as defined below) of the
rate for the applicable treasury securities as published in H.15
Daily Update, or another recognized electronic source used for
the purpose of displaying the applicable rate, under the heading
U.S. Government Securities/ Treasury Bills/ Auction
High on the interest determination date.
24
(2) If the rate referred to in clause (1) is not so
published by 3:00 p.m., New York City time, on the
calculation date, the Treasury Rate will be the Bond Equivalent
Yield of the auction rate of the applicable treasury securities
as announced by the United States Department of the Treasury on
the interest determination date.
(3) If the rate referred to in clause (2) above is not
so announced by the United States Department of the Treasury, or
if the auction is not held, then the Treasury Rate will be the
Bond Equivalent Yield of the rate on the interest determination
date of the applicable treasury securities published in
H.15(519) under the heading U.S. Government
Securities/ Treasury Bills/ Secondary Market.
(4) If the rate referred to in clause (3) is not so
published by 3:00 p.m., New York City time, on the
calculation date, then the Treasury Rate will be the rate on the
calculation date of the applicable treasury securities as
published in H.15 Daily Update, or another recognized electronic
source used for the purpose of displaying the applicable rate,
under the heading U.S. Government Securities/Treasury
Bills/Secondary Market on the interest determination date.
(5) If the rate referred to in clause (4) is not so
published by 3:00 p.m., New York City time, on the
calculation date, then the Treasury Rate will be the rate
calculated by the calculation agent as the Bond Equivalent Yield
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 p.m., New York City time, on the
interest determination date, of three primary United States
government securities dealers selected by the calculation agent
(after consultation with Comerica), for the issue of treasury
securities with a remaining maturity closest to the index
maturity specified in the applicable prospectus supplement or
pricing supplement.
(6) If the dealers selected by the calculation agent are
not quoting bid rates as mentioned in (5) above, then the
Treasury Rate for such interest period will be the same as the
Treasury Rate for the immediately preceding interest period. If
there was no preceding interest period, the Treasury Rate will
be the initial interest rate.
Bond Equivalent Yield will be calculated as follows:
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Bond Equivalent Yield
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=
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D × N
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× 100
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360 − (D × M)
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where D refers to the applicable per annum rate for
treasury securities quoted on a bank discount basis and
expressed as a decimal, N refers to 365 or 366, as
the case may be, and M refers to the actual number
of days in the applicable interest period.
Prime Rate Notes. Prime Rate notes will bear
interest at a rate equal to the Prime Rate and any spread or
spread multiplier specified in the Prime Rate notes and the
applicable prospectus supplement or pricing supplement.
The calculation agent will determine the Prime Rate for each
interest period on each interest determination date. The
interest determination date is the second business day prior to
each interest period. The Prime Rate will be the rate made
available and subsequently published on that date in H.15(519)
under the heading Bank Prime Loan.
The following procedures will be followed if the Prime Rate
cannot be determined as described above:
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If the rate is not published prior to 3:00 p.m., New York
City time, on the calculation date, then the Prime Rate will be
the rate on the interest determination date that is published in
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the H.15 Daily Update or other recognized electronic source used
for the purpose of displaying that rate, under the heading
Bank Prime Loan.
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If the rate referred to above is not published prior to
3:00 p.m., New York City time, on the calculation date,
then the Prime Rate will be the arithmetic mean of the rates of
interest that appear on the Reuters Screen USPRIME1 page as such
banks prime rate or base lending rate as of
11:00 a.m., New York City time, on the interest
determination date.
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If fewer than four such rates appear on the Reuters Screen
USPRIME1 page, then the calculation agent will select three
major banks in New York City (after consultation with Comerica).
The Prime Rate will be the arithmetic average of the prime rates
quoted by those three banks on the basis of the actual number of
days in the year divided by a
360-day year
as of the close of business on the interest determination date.
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If the banks that the calculation agent selects do not provide
quotations as described above, then the Prime Rate will remain
the same as the Prime Rate for the immediately preceding
interest period, or if there was no interest period, the rate of
interest payable will be the initial interest rate.
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Reuters Screen USPRIME1 page means the display
designated as page USPRIME1 on the Reuters Monitor
Money Rates Service, or any successor service or page, for the
purpose of displaying prime rates or base lending rates of major
United States banks.
EURIBOR Notes. Each EURIBOR note will bear
interest for each interest period at an interest rate equal to
EURIBOR and any spread or spread multiplier specified in the
note and the applicable prospectus supplement or pricing
supplement.
The calculation agent will determine EURIBOR on each interest
determination date. The interest determination date is the
second TARGET business day prior to each interest period.
On an interest determination date, the calculation agent will
determine EURIBOR for each interest period as follows:
The calculation agent will determine the offered rates for
deposits in euros for the period of the index maturity specified
in the applicable prospectus supplement or pricing supplement,
in amounts of at least 1,000,000, commencing on the
interest determination date, which appears on page 248 (or
any other page as may replace such page) on the Telerate Service
(or any successor service) as of 11:00 a.m., Brussels time,
on that date.
If EURIBOR cannot be determined on an interest determination
date as described above, then the calculation agent will
determine EURIBOR as follows:
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The calculation agent (after consultation with Comerica) will
select four major banks in the Euro-zone interbank market.
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The calculation agent will request that the principal Euro-zone
offices of those four selected banks provide their offered
quotations to prime banks in the Euro-zone interbank market at
approximately 11:00 a.m., Brussels time, on the interest
determination date. These quotations shall be for deposits in
Euros for the period of the specified index maturity, commencing
on the interest determination date. Offered quotations must be
based on a principal amount equal to at
least 1,000,000 that is representative of a single
transaction in such market at that time.
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(1) If two or more quotations are provided, EURIBOR will be
the arithmetic average of those quotations.
(2) If less than two quotations are provided, the
calculation agent (after consultation with Comerica) will select
three major banks in the Euro-zone and follow the steps in the
two bullet points below.
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The calculation agent will then determine EURIBOR for the
interest period as the arithmetic average of rates quoted by
those three major banks in the Euro-zone to leading European
banks at approximately 11:00 a.m., Brussels time, on the
interest determination date. The rates quoted will be for loans
in Euros, for the period of the specified index maturity,
commencing on the interest determination date. Rates quoted must
be based on a principal amount of at least 1,000,000 that
is representative of a single transaction in such market at that
time.
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If the banks so selected by the calculation agent are not
quoting rates as described above, EURIBOR for the interest
period will be the same as for the immediately preceding
interest period.
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Euro-zone means the region comprised of member
states of the European Union that adopted the Euro as their
single currency.
CDOR Rate Notes. Each CDOR note will bear
interest for each interest period at an interest rate equal to
the Canadian dollar three-month Bankers Acceptance Rate
(CDOR) and any spread or spread multiplier specified
in the note and the applicable prospectus supplement or pricing
supplement.
The calculation agent will determine CDOR on each interest
determination date. The interest determination date is the first
day of such interest period. CDOR will be the offered rate for
Canadian dollar bankers acceptances having a maturity of
three months, as such rate appears on the Reuters Screen CDOR
page, or such other replacing service or such other service that
may be nominated by the person sponsoring the information
appearing there for the purpose of displaying offered rates for
Canadian dollar bankers acceptances having a maturity of
three months, at approximately 10:00 a.m., Toronto time, on
such interest determination date.
The following procedures will be followed if CDOR cannot be
determined as described above:
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If the rate is not published prior to 10:00 a.m., Toronto
time, on the interest determination date, then CDOR will be the
average of the bid rates of interest for Canadian dollar
bankers acceptances with maturities of three months for
same day settlement as quoted by such of the Schedule I
banks (as defined in the Bank Act (Canada)) as may quote such a
rate as of 10:00 a.m., Toronto time, on such interest
determination date.
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If no offered rate appears on Reuters Screen CDOR page on an
interest determination date at approximately 10:00 a.m.,
Toronto time, then CDOR will be the average of the bid rates of
interest for Canadian dollar bankers acceptances with
maturities of three months for same day settlement as quoted by
such of the Schedule I banks (as defined in the Bank Act
(Canada)) as may quote such a rate as of 10:00 a.m.,
Toronto time, on such interest determination date. If at least
two quotations are provided, CDOR will be the arithmetic average
of the quotations provided.
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If the Schedule I banks so selected by the calculation
agent are not quoting as mentioned above, CDOR for the next
interest period will be the rate in effect for the preceding
interest period.
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Floating/Fixed Rate Notes The applicable prospectus
supplement may provide that a debt security will be a floating
rate note for a specified portion of its term and a fixed rate
note for the remainder of its term. In such an event, the
interest rate on the debt security will be determined as if it
were a floating rate note and a fixed rate note for each
respective period, all as specified herein and in the applicable
prospectus supplement or pricing supplement.
Dual currency
debt securities
Comerica may from time to time offer dual currency debt
securities on which it has the option of making all payments of
principal and interest on such debt securities that are issued
on the same day and have the same terms, the payments on which
would otherwise be made in the specified currency of those debt
securities, in the optional payment currency specified in the
applicable prospectus supplement or pricing supplement. This
option will be exercisable in whole but not in part on an option
election date, which will be any of the dates specified in the
applicable prospectus supplement. Information as to the relative
value of the specified currency compared to the optional payment
currency will be set forth in the applicable prospectus
supplement or pricing supplement.
The prospectus supplement or pricing supplement for each
issuance of dual currency debt securities will specify, among
other things, the specified currency; the optional payment
currency; and the designated exchange rate. The designated
exchange rate will be a fixed exchange rate used for converting
amounts denominated in the specified currency into amounts
denominated in the optional payment currency. The prospectus
supplement or pricing supplement will also specify the option
election dates and interest payment dates for the related
issuance of dual currency debt securities. Each option election
date will be a particular number of days before an interest
payment date or maturity, as set forth in the applicable
prospectus supplement. Each option election date will be the
date on which Comerica may select whether to make all scheduled
payments due thereafter in the optional payment currency rather
than in the specified currency.
If Comerica makes such an election, the amount payable in the
optional payment currency will be determined using the
designated exchange rate specified in the applicable prospectus
supplement or pricing supplement. Unless otherwise specified in
the applicable prospectus supplement, if such an election is
made, notice of the election will be provided in accordance with
the terms of the dual currency debt securities within two
business days of the option election date. The notice will state
(1) the first date, whether an interest payment date
and/or
maturity, on which scheduled payments in the optional payment
currency will be made and (2) the designated exchange rate.
Unless otherwise specified in the applicable prospectus
supplement or pricing supplement, any such notice by Comerica,
once given, may not be withdrawn. The equivalent value in the
specified currency of payments made after such an election may
be less, at the then current exchange rate, than if Comerica had
made the payment in the specified currency.
For United States federal income tax purposes, holders of dual
currency debt securities may need to comply with rules that
differ from the general rules applicable to holders of other
types of debt securities offered by this prospectus. The United
States federal income tax consequences of
28
the purchase, ownership and disposition of dual currency debt
securities will be set forth in the applicable prospectus
supplement or pricing supplement.
Extension of
maturity
If so stated in the prospectus supplement or pricing supplement
relating to a particular offering of debt securities, Comerica
may extend the stated maturity of those debt securities for an
extension period. Unless otherwise specified in the applicable
prospectus supplement, such an extension period will be one or
more periods of one to five whole years, up to but not beyond
the final maturity date set forth in the prospectus supplement
or pricing supplement.
Unless otherwise specified in the applicable prospectus
supplement, Comerica may exercise its option for a particular
offering of debt securities by notifying the trustee for that
series at least 45 but not more than 60 days prior to the
original stated maturity of the debt security. Not later than
40 days prior to the original stated maturity of the debt
security, the trustee for the debt securities will provide
notice of the extension to the holder, in accordance with
Book-Entry Procedures and
SettlementNotices below. The extension notice will
set forth among other items: the election of Comerica to extend
the stated maturity of the debt security; the new stated
maturity; in the case of a fixed rate note, the interest rate
applicable to the extension period; in the case of a floating
rate note, the spread, spread multiplier or method of
calculation applicable to the extension period; and any
provisions for redemption during the extension period, including
the date or dates on which, or the period or periods during
which, and the price or prices at which, a redemption may occur
during the extension period.
Unless otherwise specified in the applicable prospectus
supplement, upon the provision by such trustee of an extension
notice in accordance with Book-Entry Procedures and
SettlementNotices below, the stated maturity of the
debt security will be extended automatically, and, except as
modified by the extension notice and as described in the next
paragraph, the debt security will have the same terms as prior
to the extension notice.
Despite the foregoing and unless otherwise specified in the
applicable prospectus supplement, not later than 20 days
prior to the original stated maturity of the debt security,
Comerica may, at its option, revoke the interest rate, or the
spread or spread multiplier, as the case may be, provided for in
the extension notice for the debt security and establish for the
extension period a higher interest rate, in the case of a fixed
rate note, or a higher spread or spread multiplier, in the case
of a floating rate note. Comerica may so act by causing the
trustee for the debt security to provide notice of the higher
interest rate or higher spread or spread multiplier, as the case
may be, in accordance with Book-Entry Procedures and
SettlementNotices below, to the holder of the debt
security. Unless otherwise specified in the applicable
prospectus supplement, the notice will be irrevocable. Unless
otherwise specified in the applicable prospectus supplement, all
debt securities for which the stated maturity is extended will
bear the higher interest rate, in the case of fixed rate notes,
or higher spread or spread multiplier, in the case of floating
rate notes, for the extension period, whether or not tendered
for repayment.
If so stated in the prospectus supplement or pricing supplement
relating to a particular offering of debt securities, the holder
of a debt security of which Comerica elects to extend maturity
may have the option of early redemption, repayment or repurchase.
29
Listing
Unless otherwise specified in the applicable prospectus
supplement, application will be made to list and trade the debt
securities on the regulated market of the Luxembourg Stock
Exchange.
The European Commission has adopted a Directive of the European
Parliament and of the Council (2004/109/EC), the
Transparency Directive) on the harmonization of
transparency requirements relating to financial information of
issuers whose securities are admitted to trading on a regulated
market in the European Union, such as the Luxembourg Stock
Exchange. If the Transparency Directive is implemented in
Luxembourg in a manner that would require Comerica to publish
its financial statements according to accounting principles or
standards that are materially different from U.S. generally
accepted accounting principles or that would otherwise impose
requirements on Comerica that it in good faith determines are
unduly burdensome, Comerica may seek to de-list the debt
securities. Comerica will use its reasonable best efforts to
obtain an alternative admission to listing, trading
and/or
quotation for the debt securities by another listing authority,
exchange
and/or
system within or outside the European Union, as it may decide.
If such an alternative admission is not available to Comerica or
is, in Comericas opinion, unduly burdensome, an
alternative admission may not be obtained. Notice of any
de-listing
and/or
alternative admission will be given as described under
Book-Entry Procedures and
SettlementNotices below.
Payment of
additional amounts
Obligation to
pay additional amounts
Unless otherwise specified in the applicable prospectus
supplement, Comerica will pay additional amounts to the
beneficial owner of any debt security that is a
non-United
States person in order to ensure that every net payment on such
debt security will not be less, due to payment of
U.S. withholding tax, than the amount then due and payable.
For this purpose, a net payment on a debt security
means a payment by Comerica or a paying agent, including payment
of principal and interest, after deduction for any present or
future tax, assessment or other governmental charge of the
United States. These additional amounts will constitute
additional interest on the debt security.
Exceptions
Unless otherwise specified in the applicable prospectus
supplement, Comerica will not be required to pay additional
amounts, however, in any of the circumstances described in items
(1) through (13) below.
(1) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld solely by
reason of the beneficial owner:
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having a relationship with the United States as a citizen,
resident or otherwise;
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having had such a relationship in the past; or
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being considered as having had such a relationship.
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(2) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld solely by
reason of the beneficial owner:
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being treated as present in or engaged in a trade or business in
the United States;
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being treated as having been present in or engaged in a trade or
business in the United States in the past; or
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having or having had a permanent establishment in the United
States.
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(3) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld in whole
or in part by reason of the beneficial owner being or having
been any of the following (as these terms are defined in the
Internal Revenue Code of 1986, as amended):
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personal holding company;
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foreign personal holding company;
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foreign private foundation or other foreign tax-exempt
organization;
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passive foreign investment company;
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controlled foreign corporation; or
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corporation which has accumulated earnings to avoid United
States federal income tax.
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(4) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld solely by
reason of the beneficial owner owning or having owned, actually
or constructively, 10 percent or more of the total combined
voting power of all classes of stock of Comerica entitled to
vote or by reason of the beneficial owner being a bank that has
invested in a debt security as an extension of credit in the
ordinary course of its trade or business.
For purposes of items (1) through (4) above,
beneficial owner means a fiduciary, settlor,
beneficiary, member or shareholder of the holder if the holder
is an estate, trust, partnership, limited liability company,
corporation or other entity, or a person holding a power over an
estate or trust administered by a fiduciary holder.
(5) Additional amounts will not be payable to any
beneficial owner of a debt security that is a:
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fiduciary;
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partnership;
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limited liability company; or
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other fiscally transparent entity
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or that is not the sole beneficial owner of the debt security,
or any portion of the debt security. However, this exception to
the obligation to pay additional amounts will only apply to the
extent that a beneficiary or settlor in relation to the
fiduciary, or a beneficial owner or member of the partnership,
limited liability company or other fiscally transparent entity,
would not have been entitled to the payment of an additional
amount had the beneficiary, settlor, beneficial owner or member
received directly its beneficial or distributive share of the
payment.
(6) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld solely by
reason of the failure of the beneficial owner or any other
person to comply with applicable certification, identification,
documentation or other information reporting requirements. This
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exception to the obligation to pay additional amounts will only
apply if compliance with such reporting requirements is required
by statute or regulation of the United States or by an
applicable income tax treaty to which the United States is a
party as a precondition to exemption from such tax, assessment
or other governmental charge.
(7) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is collected or imposed by any
method other than by withholding from a payment on a debt
security by Comerica or a paying agent.
(8) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld by reason
of a change in law, regulation, or administrative or judicial
interpretation that becomes effective more than 15 days
after the payment becomes due or is duly provided for, whichever
occurs later.
(9) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is imposed or withheld by reason
of the presentation by the beneficial owner of a debt security
for payment more than 30 days after the date on which such
payment becomes due or is duly provided for, whichever occurs
later.
(10) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any:
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estate tax;
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inheritance tax;
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gift tax;
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sales tax;
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excise tax;
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transfer tax;
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wealth tax;
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personal property tax; or
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any similar tax, assessment, withholding, deduction or other
governmental charge.
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(11) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment,
or other governmental charge required to be withheld by any
paying agent from a payment of principal or interest on a note
if such payment can be made without such withholding by any
other paying agent.
(12) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is required to be made pursuant
to any European Union directive on the taxation of savings
income or any law implementing or complying with, or introduced
to conform to, any such directive. See EU Directive
on the Taxation of Savings Income below.
(13) Additional amounts will not be payable if a payment on
a debt security is reduced as a result of any combination of
items (1) through (12) above.
Except as specifically provided in this
section (Payment of Additional Amounts) and
under Redemption for Tax Purposes below,
Comerica will not be required to make any payment of any tax,
assessment or other governmental charge imposed by any
government or a political subdivision or taxing authority of
such government.
32
Relevant
definitions
As used in this prospectus, United States person
means:
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any individual who is a citizen or resident of the United States;
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any corporation, partnership or other entity treated as a
corporation or a partnership created or organized in or under
the laws of the United States or any political subdivision
thereof;
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any estate if the income of such estate falls within the federal
income tax jurisdiction of the United States regardless of the
source of such income and
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any trust if a United States court is able to exercise primary
supervision over its administration and one or more United
States persons have the authority to control all of the
substantial decisions of the trust.
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Additionally,
non-United
States person means a person who is not a United States
person, and United States means the United States of
America, including the states of the United States of America
and the District of Columbia, but excluding its territories and
possessions.
Ranking of senior
debt
The senior debt securities will be unsecured obligations of
Comerica and will rank on an equal basis with all other
unsecured senior indebtedness of Comerica, whether existing at
the time of issuance or created thereafter.
Subordination
The junior subordinated debt securities will be unsecured
obligations of Comerica, will rank subordinated and junior in
right of payment to all Senior Debt (as defined
below) of Comerica and will rank equally with all other
unsecured and subordinated indebtedness of Comerica, whether
existing at the time of issuance or created thereafter, other
than subordinated indebtedness which is designated as junior to
the junior subordinated debt securities.
If Comerica defaults in the payment of any principal of, or
premium, if any, or interest on any Senior Debt when it becomes
due and payable after any applicable grace period, then, unless
and until the default is cured or waived or ceases to exist,
Comerica cannot make a payment on account of or redeem or
otherwise acquire the junior subordinated debt securities.
Nevertheless, holders of junior subordinated debt securities may
still receive and retain:
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securities of Comerica or any other corporation provided for by
a plan of reorganization or readjustment that are subordinate,
at least to the same extent that the subordinated debt
securities are subordinate to Senior Debt; and
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payments made from a defeasance trust as described below.
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If there is any insolvency, bankruptcy, liquidation or other
similar proceeding relating to Comerica, its creditors or its
property, then all Senior Debt must be paid in full before any
payment may be made to any holders of junior subordinated debt
securities. Holders of junior subordinated debt securities must
return and deliver any payments received by them, other than in
a plan of reorganization or through a defeasance trust as
described below, directly to the holders of Senior Debt until
all Senior Debt is paid in full. If Comerica violates the junior
subordinated indenture by making a payment or distribution to
holders of the junior
33
subordinated debt securities before it has paid all the Senior
Debt in full, then such holders of the junior subordinated debt
securities will be deemed to have received the payments or
distributions in trust for the benefit of, and will have to pay
or transfer the payments or distributions to, the holders of the
Senior Debt outstanding at the time. The payment or transfer to
the holders of the Senior Debt will be made according to the
priorities existing among those holders.
Senior Debt means:
(1) the principal, premium, if any, and interest in respect
of (A) indebtedness for money borrowed and
(B) indebtedness evidenced by securities, notes,
debentures, bonds or other similar instruments issued by
Comerica, including all indebtedness (whether now or hereafter
outstanding);
(2) all capital lease obligations of Comerica;
(3) all obligations of Comerica issued or assumed as the
deferred purchase price of property, all conditional sale
obligations of Comerica and all obligations of Comerica under
any conditional sale or title retention agreement, but excluding
trade accounts payable in the ordinary course of business;
(4) all obligations, contingent or otherwise, of Comerica
in respect of any letters of credit, bankers acceptance,
security purchase facilities and similar credit transactions;
(5) all obligations of Comerica in respect of interest rate
swap, cap or other agreements, interest rate future or option
contracts, currency swap agreements, currency future or option
contracts and other similar agreements;
(6) all obligations of the type referred to in
clauses (1) through (5) above of other persons for the
payment of which Comerica is responsible or liable as obligor,
guarantor or otherwise; and
(7) all obligations of the type referred to in
clauses (1) through (6) above of other persons secured
by any lien on any property or asset of Comerica whether or not
such obligation is assumed by Comerica.
but Senior Debt does not include any indebtedness or any
guarantee that is by its terms subordinated to, or ranks equally
with the junior subordinated debt securities. The junior
subordinated debt securities will rank on a parity with trade
accounts payable and obligations evidenced by any debt
securities, and guarantees in respect of those debt securities,
initially issued to any trust, partnership or other entity
affiliated with us, that is, directly or indirectly, our
financing vehicle in connection with the issuance by such entity
of capital securities (such as the capital securities) or other
similar securities.
Comerica may modify or amend the junior subordinated indenture
as provided under Modification of the Indenture; Waiver of
Compliance. However, the modification or amendment may
not, without the consent of the holders of all Senior Debt
outstanding, modify any of the provisions of the junior
subordinated indenture relating to the subordination of the
junior subordinated debt securities in a manner that would
adversely affect the holders of Senior Debt.
The junior subordinated indenture places no limitation on the
amount of Senior Debt that Comerica may incur.
34
Redemption
Redemption procedure
Unless otherwise specified in the applicable prospectus
supplement, Comerica may, at its option, redeem a series of debt
securities as a whole, but not in part, on not less than 30 nor
more than 60 days prior notice, only in the
circumstances described in items (1), (2) or (3) below
under Redemption Circumstances. To
redeem, Comerica must pay a redemption price equal to 100% of
the principal amount of the debt securities, together with
accrued interest to the redemption date.
Redemption circumstances
Unless otherwise specified in the applicable prospectus
supplement, there are three sets of circumstances in which
Comerica may redeem the debt securities in the manner described
above under Redemption Procedure:
(1) Comerica may redeem a series of debt securities if:
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Comerica becomes or will become obligated to pay additional
amounts as described under Payment of Additional
Amounts above;
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the obligation to pay additional amounts arises as a result of
any change in the laws, regulations or rulings of the United
States, or an official position regarding the application or
interpretation of such laws, regulations or rulings, which
change is announced or becomes effective on or after the date of
the applicable prospectus supplement relating to the original
issuance of notes that form a series, or the pricing supplement,
as the case may be; and
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Comerica determines, in its business judgment, that the
obligation to pay such additional amounts cannot be avoided by
the use of reasonable measures available to it, other than
substituting the obligor under the notes or taking any action
that would entail a material cost to Comerica.
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(2) Comerica may also redeem a series of debt securities if:
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any act is taken by a taxing authority of the United States on
or after the date of the applicable prospectus supplement
relating to the original issuance of notes which form a series,
or the pricing supplement, as the case may be, whether or not
such act is taken in relation to Comerica or any subsidiary,
that results in a substantial probability that Comerica will or
may be required to pay additional amounts as described under
Payment of Additional Amounts above;
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Comerica determines, in its business judgment, that the
obligation to pay such additional amounts cannot be avoided by
the use of reasonable measures available to it, other than
substituting the obligor under the notes or taking any action
that would entail a material cost to Comerica and
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Comerica receives an opinion of independent counsel to the
effect that an act taken by a taxing authority of the United
States results in a substantial probability that Comerica will
or may be required to pay the additional amounts described under
Payment of Additional Amounts above, and
delivers to the trustee a certificate, signed by a duly
authorized officer, stating that based on such opinion Comerica
is entitled to redeem a series of debt securities pursuant to
their terms.
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(3) Except as otherwise specified in the applicable
prospectus supplement, Comerica may, at its option and subject
to receipt of prior approval by the Board of Governors of the
Federal System (the Federal Reserve), if required,
redeem a series of junior subordinated debt securities in whole,
but not in part, at any time within 90 days after the
occurrence of a capital treatment event or
investment company event, each as defined below:
Capital treatment event means Comericas
reasonable determination that, as a result of any amendment to,
or change in, including any announced proposed change in, the
laws or regulations of the United States or any political
subdivision thereof or therein, or as a result of any official
or administrative pronouncement or action or judicial decision
interpreting or applying such laws or regulations, which
amendment or change is effective or which proposed change,
pronouncement, action or decision is announced on or after the
date of the prospectus supplement relating to issuance of
capital securities by such Comerica Capital Trust, there is more
than an insubstantial risk that Comerica will not be entitled to
treat an amount equal to the liquidation amount of such capital
securities as Tier I capital, or the then-equivalent
thereof, for purposes of the capital adequacy guidelines of the
Federal Reserve, as then in effect and applicable to Comerica.
Investment company event means the receipt by a
Comerica Capital Trust of an opinion of counsel experienced in
such matters to the effect that, as a result of the occurrence
of a change in law or regulation or a written change, including
any announced prospective change, in interpretation or
application of law or regulation by any legislative body, court,
governmental agency or regulatory authority, there is more than
an insubstantial risk that such Comerica Capital Trust is or
will be considered an investment company that is
required to be registered under the Investment Company Act of
1940, which change or prospective change becomes effective or
would become effective, as the case may be, on or after the date
of the prospectus supplement relating to the issuance of the
capital securities.
Book-entry
procedures and settlement
Unless otherwise specified in the applicable prospectus
supplement, Comerica will issue debt securities under a
book-entry system in the form of one or more global securities.
Comerica will register the global securities in the name of a
depositary or its nominee and deposit the global securities with
that depositary. Unless otherwise specified in the applicable
prospectus supplement, the Depository Trust Company
(DTC), New York, New York, or DTC, will be the
depositary if Comerica uses a depositary.
Following the issuance of a global security in registered form,
the depositary will credit the accounts of its participants with
the debt securities upon our instructions. Only persons who hold
directly or indirectly through financial institutions that are
participants in the depositary can hold beneficial interests in
the global securities. Because the laws of some jurisdictions
require certain types of purchasers to take physical delivery of
such securities in definitive form, you may encounter
difficulties in your ability to own, transfer or pledge
beneficial interests in a global security.
So long as the depositary or its nominee is the registered owner
of a global security, Comerica and the relevant trustee will
treat the depositary as the sole owner or holder of the debt
securities. Therefore, except as set forth below, you will not
be entitled to have debt securities registered in your name or
to receive physical delivery of certificates representing the
debt securities. Accordingly, you will have to rely on the
procedures of the depositary and the
36
participant in the depositary through whom you hold your
beneficial interest in order to exercise any rights of a holder.
Comerica understands that under existing practices, the
depositary would act upon the instructions of a participant or
authorize that participant to take any action that a holder is
entitled to take.
You may elect to hold interests in the global securities either
in the United States through DTC or outside the United States
through Clearstream Banking, société anonyme
(Clearstream) or Euroclear Bank, S.A./N.V., or its
successor, as operator of the Euroclear System,
(Euroclear) if you are a participant of such system,
or indirectly through organizations that are participants in
such systems. Interests held through Clearstream and Euroclear
will be recorded on DTCs books as being held by the
U.S. depositary for each of Clearstream and Euroclear,
which U.S. depositaries will in turn hold interests on
behalf of their participants customers securities
accounts.
As long as the debt securities are represented by the global
securities, Comerica will pay principal of and interest and
premium, if any, on those securities to or as directed by DTC as
the registered holder of the global securities. Payments to DTC
will be in immediately available funds by wire transfer. DTC,
Clearstream or Euroclear, as applicable, will credit the
relevant accounts of their participants on the applicable date.
Neither Comerica nor the relevant trustee will be responsible
for making any payments to participants or customers of
participants or for maintaining any records relating to the
holdings of participants and their customers, and you will have
to rely on the procedures of the depositary and its participants.
If an issue of debt securities is denominated in a currency
other than the U.S. dollar, Comerica will make payments of
principal and any interest in the foreign currency in which the
debt securities are denominated or in U.S. dollars. DTC has
elected to have all payments of principal and interest paid in
U.S. dollars unless notified by any of its participants
through which an interest in the debt securities is held that it
elects, in accordance with, and to the extent permitted by, the
applicable prospectus supplement and the relevant debt security,
to receive payment of principal or interest in the foreign
currency. On or prior to the third business day after the record
date for payment of interest and 12 days prior to the date
for payment of principal, a participant will be required to
notify DTC of (a) its election to receive all, or the
specified portion, of payment in the foreign currency and
(b) its instructions for wire transfer of payment to a
foreign currency account. See Currency Conversions and
Foreign Exchange Risks Affecting Debt Securities Denominated in
a Foreign CurrencyCurrency Conversion below.
Comerica has been advised by DTC, Clearstream and Euroclear,
respectively, as follows:
DTC
DTC has advised us that it is a limited-purpose trust company
organized under the New York Banking Law, a banking
organization within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a clearing
corporation within the meaning of the New York Uniform
Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities deposited with it by its participants
and facilitates the settlement of transactions among its
participants in such securities through electronic computerized
book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities
certificates. DTCs participants include securities brokers
and dealers, banks, trust companies, clearing corporations and
certain other organizations, some of whom (and/or their
representatives) own DTC. Access to DTCs book-entry system
is also available to others, such as banks, brokers, dealers and
trust companies
37
that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. According to DTC,
the foregoing information with respect to DTC has been provided
to the financial community for informational purposes only and
is not intended to serve as a representation, warranty or
contract modification of any kind.
Clearstream
Clearstream has advised us that it was incorporated as a limited
liability company under Luxembourg law. Clearstream is owned by
Cedel International, société anonyme, and Deutsche
Bîorse AG. The shareholders of these two entities are
banks, securities dealers and financial institutions.
Clearstream holds securities for its customers and facilitates
the clearance and settlement of securities transactions between
Clearstream customers through electronic book-entry changes in
accounts of Clearstream customers, thus eliminating the need for
physical movement of certificates. Transactions may be settled
by Clearstream in many currencies, including United States
dollars. Clearstream provides to its customers, among other
things, services for safekeeping, administration, clearance and
settlement of internationally traded securities, securities
lending and borrowing. Clearstream also deals with domestic
securities markets in over 30 countries through established
depository and custodial relationships. Clearstream interfaces
with domestic markets in a number of countries. Clearstream has
established an electronic bridge with Euroclear Bank S.A./N.V.,
the operator of Euroclear, or the Euroclear operator, to
facilitate settlement of trades between Clearstream and
Euroclear.
As a registered bank in Luxembourg, Clearstream is subject to
regulation by the Luxembourg Commission for the Supervision of
the Financial Sector. Clearstream customers are recognized
financial institutions around the world, including underwriters,
securities brokers and dealers, banks, trust companies and
clearing corporations. In the United States, Clearstream
customers are limited to securities brokers and dealers and
banks, and may include the underwriters for the debt securities.
Other institutions that maintain a custodial relationship with a
Clearstream customer may obtain indirect access to Clearstream.
Clearstream is an indirect participant in DTC.
Distributions with respect to the debt securities held
beneficially through Clearstream will be credited to cash
accounts of Clearstream customers in accordance with its rules
and procedures, to the extent received by Clearstream.
Euroclear
Euroclear has advised us that it was created in 1968 to hold
securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thus eliminating
the need for physical movement of certificates and risk from
lack of simultaneous transfers of securities and cash.
Transactions may now be settled in many currencies, including
United States dollars and Japanese yen. Euroclear provides
various other services, including securities lending and
borrowing and interfaces with domestic markets in several
countries generally similar to the arrangements for cross-market
transfers with DTC described below.
Euroclear is operated by the Euroclear operator, under contract
with Euroclear plc, a U.K. corporation. The Euroclear operator
conducts all operations, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the
Euroclear operator, not Euroclear plc. Euroclear plc establishes
policy for Euroclear on behalf of Euroclear participants.
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Euroclear participants include banks (including central banks),
securities brokers and dealers and other professional financial
intermediaries and may include the underwriters for the debt
securities. Indirect access to Euroclear is also available to
other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or
indirectly. Euroclear is an indirect participant in DTC.
The Euroclear operator is a Belgian bank. The Belgian Banking
Commission and the National Bank of Belgium regulate and examine
the Euroclear operator.
The Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, or the
Euroclear Terms and Conditions, and applicable Belgian law
govern securities clearance accounts and cash accounts with the
Euroclear operator. Specifically, these terms and conditions
govern:
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transfers of securities and cash within Euroclear;
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withdrawal of securities and cash from Euroclear; and
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receipt of payments with respect to securities in Euroclear.
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All securities in Euroclear are held on a fungible basis without
attribution of specific certificates to specific securities
clearance accounts. The Euroclear operator acts under the terms
and conditions only on behalf of Euroclear participants and has
no record of or relationship with persons holding securities
through Euroclear participants.
Distributions with respect to debt securities held beneficially
through Euroclear will be credited to the cash accounts of
Euroclear participants in accordance with the Euroclear Terms
and Conditions, to the extent received by the Euroclear operator.
Settlement
You will be required to make your initial payment for the debt
securities in immediately available funds. Secondary market
trading between DTC participants will occur in the ordinary way
in accordance with DTC rules and will be settled in immediately
available funds using DTCs
Same-Day
Funds Settlement System. Secondary market trading between
Clearstream customers
and/or
Euroclear participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of
Clearstream and Euroclear and will be settled using the
procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream customers or Euroclear
participants, on the other, will be effected in DTC in
accordance with DTC rules on behalf of the relevant European
international clearing system by U.S. depositary; however,
such cross-market transactions will require delivery of
instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines (based
on European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
to take action to effect final settlement on its behalf by
delivering or receiving debt securities in DTC, and making or
receiving payment in accordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream customers and
Euroclear participants may not deliver instructions directly to
their respective U.S. depositaries.
Because of time-zone differences, credits of debt securities
received in Clearstream or Euroclear as a result of a
transaction with a DTC participant will be made during
subsequent securities
39
settlement processing and dated the business day following the
DTC settlement date. Such credits or any transactions in such
debt securities settled during such processing will be reported
to the relevant Clearstream customers or Euroclear participants
on such business day. Cash received in Clearstream or Euroclear
as a result of sales of debt securities by or through a
Clearstream customer or a Euroclear participant to a DTC
participant will be received with value on the DTC settlement
date but will be available in the relevant Clearstream or
Euroclear cash account only as of the business day following
settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of debt
securities among participants of DTC, Clearstream and Euroclear,
they are under no obligation to perform or continue to perform
such procedures and such procedures may be discontinued at any
time.
Definitive
notes and paying agents
A beneficial owner of book-entry securities represented by a
global security may exchange the securities for definitive
(paper) securities only if:
(a) the depositary is unwilling or unable to continue as
depositary for such global security and Comerica is unable to
find a qualified replacement for the depositary within
90 days;
(b) at any time the depositary ceases to be a clearing
agency registered under the Securities Exchange Act of
1934; or
(c) Comerica in its sole discretion decides to allow some
or all book-entry securities to be exchangeable for definitive
securities in registered form.
Unless otherwise specified in the applicable prospectus
supplement, any global security that is exchangeable will be
exchangeable in whole for definitive securities in registered
form, with the same terms and of an equal aggregate principal
amount, in denominations of $250,000 and whole multiples of
$1,000. Definitive notes will be registered in the name or names
of the person or persons specified by the depositary in a
written instruction to the registrar of the securities. The
Depositary may base its written instruction upon directions it
receives from its participants.
If any of the events described above occurs, then the beneficial
owners will be notified through the chain of intermediaries that
definitive debt securities are available and notice will be
published as described below under Notices.
Beneficial owners of book-entry debt securities will then be
entitled (1) to receive physical delivery in certificated
form of definitive debt securities equal in principal amount to
their beneficial interest and (2) to have the definitive
debt securities registered in their names. Thereafter, the
holders of the definitive debt securities will be recognized as
the holders of the debt securities.
In the event definitive debt securities are issued, the holders
of definitive debt securities will be able to receive payments
of principal and interest on their debt securities at the office
of Comericas paying agent maintained in the Borough of
Manhattan (in the case of holders of
U.S. dollar-denominated debt securities or holders of debt
securities denominated in a foreign currency electing to receive
payments in U.S. dollars) and in London (in the case of
holders of debt securities denominated in a foreign currency not
electing to receive payments in U.S. dollars) and, if the
definitive debt securities are listed on the Luxembourg Stock
Exchange, at the offices of the paying agent in Luxembourg.
Payment of principal of a definitive debt security may be made
only against surrender of the debt security to one of
Comericas paying agents.
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Comerica also has the option of making payments of interest by
mailing checks to the registered holders of the debt securities.
Comericas paying agent in the Borough of Manhattan, in
London and paying agent and transfer agent in Luxembourg will be
named in the applicable prospectus supplement. As long as the
debt securities are listed on the Luxembourg Stock Exchange,
Comerica will maintain a paying agent and transfer agent in
Luxembourg. Any change in the Luxembourg paying agent and
transfer agent will be published in London and Luxembourg. See
Notices below.
In the event definitive debt securities are issued, the holders
of definitive debt securities will be able to transfer their
securities, in whole or in part, by surrendering the debt
securities for registration of transfer at the office of
Comerica, listed above and, so long as definitive debt
securities are listed on the Luxembourg Stock Exchange, at the
offices of the transfer agent in Luxembourg, duly endorsed by or
accompanied by a written instrument of transfer in form
satisfactory to Comerica and the securities registrar. A form of
such instrument of transfer will be obtainable at the relevant
office of Comerica and the Luxembourg transfer agent. Upon
surrender, Comerica will execute, and the trustee will
authenticate and deliver, new debt securities to the designated
transferee in the amount being transferred, and a new debt
security for any amount not being transferred will be issued to
the transferor. Such new securities will be delivered free of
charge at the relevant office of Comerica or the Luxembourg
transfer agent, as requested by the owner of such new debt
securities. Comerica will not charge any fee for the
registration of transfer or exchange, except that it may require
the payment of a sum sufficient to cover any applicable tax or
other governmental charge payable in connection with the
transfer.
Notices
So long as the global securities are held on behalf of DTC or
any other clearing system, notices to holders of securities
represented by a beneficial interest in the global securities
may be given by delivery of the relevant notice to DTC or the
alternative clearing system, as the case may be. In addition, so
long as the securities are listed on the Luxembourg Stock
Exchange, notices will also be made by publication in a leading
newspaper of general circulation in Luxembourg, which is
expected to be the dWort. Any notice will be
deemed to have been given on the date of publication or, if
published more than once, on the date of the first publication.
Events of
default, waiver
An Event of Default with respect to a series of debt
securities is defined in the applicable indenture as:
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default for 30 days in the payment of interest on any
senior debt securities of that series;
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default for 30 calendar days in the payment of any interest on
the junior subordinated debt security of that series when it
becomes due and payable (whether or not such payment is
prohibited by the subordination provisions); however, a default
under this provision will not arise if we have properly elected
to defer interest payments if permitted with respect to such
series of junior subordinated debt securities;
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default in payment of principal or other amounts payable on any
senior debt securities of that series when due, at maturity,
upon redemption, by declaration, or otherwise;
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with respect to a series of junior subordinated debt securities
held by a Comerica Capital Trust, the related Comerica Capital
Trust shall have voluntarily or involuntarily dissolved,
wound-up its
business or otherwise terminated its existence, except in
connection with (i) the distribution of the junior
subordinated debt securities to holders of the capital
securities, (ii) the redemption of all of the outstanding
capital securities or (iii) certain mergers, consolidations
or amalgamations of the Comerica Capital Trust;
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failure by us for 90 days after notice to perform any other
covenants or warranties contained in the Indenture applicable to
that series;
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certain events of bankruptcy or reorganization of
Comerica; and
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any other event of default provided in the applicable
supplemental indentures or form of security.
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If a default in the payment of principal, interest or other
amounts payable on the debt securities, or in the performance of
any covenant or agreement, or in a manner provided in the
applicable supplemental indenture or form of security, with
respect to one or more series of debt securities occurs and is
continuing (other than a default arising out of certain events
of bankruptcy or reorganization of Comerica), either the trustee
or the holders of at least 25% in principal amount of the debt
securities of such series then outstanding, treated as one
class, may declare the principal of all outstanding debt
securities of such series and any interest accrued thereon, to
be due and payable immediately. If a default arising out of
certain events of bankruptcy or reorganization of Comerica
occurs, the principal of all outstanding debt securities and any
interest accrued thereon shall become due and payable
immediately without any further action on the part of the
trustee or the holders of the debt securities. In the case of
Original Issue Discount Securities, only a specified portion of
the principal amount may be accelerated. If a default in the
performance of any covenant or agreement with respect to all
series of debt securities, or due to specified events of
bankruptcy or insolvency of Comerica, occurs and is continuing,
either the trustee or the holders of at least 25% in principal
amount of all debt securities then outstanding, voting as a
single class, may declare the principal of all outstanding debt
securities and any interest accrued thereon, to be due and
payable immediately. In the case of Original Issue Discount
Securities, only a specified portion of the principal amount may
be accelerated. Subject to certain conditions such declarations
may be annulled and past defaults, except for uncured payment
defaults on the debt securities, may be waived by the holders of
a majority in principal amount of the outstanding debt
securities of the series affected. If the junior subordinated
debt securities of that series are held by a Comerica Capital
Trust or a trustee of such Comerica Capital Trust, any such
waiver shall require a consent of the holders of at least a
majority in aggregate liquidation amount of the related capital
securities; provided, however, that the consent of each holder
of capital securities is required to waive a default in the
payment of principal, premium or interest with respect to such
junior subordinated debt securities or a default in respect of a
covenant or provision that cannot be modified or amended without
the consent of the holder of each outstanding junior
subordinated debt security. If the holders of junior
subordinated debt securities do not waive such default, the
holders of a majority in aggregate liquidation amount of the
related capital securities shall have such right.
An Event of Default with respect to one series of debt
securities does not necessarily constitute an Event of Default
with respect to any other series of debt securities. The
Indentures provides that the trustee may withhold notice to the
holders of the debt securities of any default if the trustee
considers it in the interest of the holders of the debt
securities to do so. The trustee may
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not withhold notice of a default in the payment of principal of,
interest on or any other amounts due under, such debt securities.
The Indenture provides that the holders of a majority in
principal amount of outstanding debt securities of any series
may direct the time, method, and place of conducting any
proceeding for any remedy available to the trustee, or
exercising any trust or other power conferred on the trustee.
The trustee may decline to act if the direction is contrary to
law and in certain other circumstances set forth in the
Indentures. The trustee is not obligated to exercise any of its
rights or powers under the Indentures at the request or
direction of the holders of debt securities unless the holders
offer the trustee indemnity reasonably satisfactory to it
against expenses and liabilities.
No holder of any debt security of any series has the right to
institute any action for remedy unless such holder has
previously given to the trustee written notice of default and
the trustee has failed to take action for 60 days after the
holders of not less than 25% in principal amount of the debt
securities of such series make written request upon the trustee
to institute such action.
The Indentures require us to file annually with the trustee a
written statement of no default, or specifying any default that
exists.
Whenever the Indentures provide for an action by, or the
determination of any of the rights of, or any distribution to,
holders of debt securities, in the absence of any provision to
the contrary in the form of debt security, any amount in respect
of any debt security denominated in a currency or currency unit
other than U.S. dollars may be treated for any such action
or distribution as the amount of U.S. dollars that could
reasonably be exchanged for such non U.S. dollar amount.
This amount will be calculated as of a date that we specify to
the trustee or, if we fail to specify a date, on a date that the
trustee may determine.
If the junior subordinated debt securities of any series are
held by a Comerica Capital Trust or a trustee of such Comerica
Capital Trust, a holder of the related capital securities may
institute a direct action if there is a payment default on the
corresponding junior subordinated debt securities, taking
account of any extension period (a direct action). A
direct action may be brought without first:
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directing the property trustee to enforce the terms of the
corresponding junior subordinated debt securities, or
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suing us to enforce the property trustees rights under
such junior subordinated debt securities.
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This right of direct action cannot be amended in a manner that
would impair the rights of the holders of capital securities
thereunder without the consent of all holders of affected
capital securities. The holders of the capital securities will
not be able to exercise directly any remedies available to the
holders of the corresponding junior subordinated debt securities
except under the circumstance described in this paragraph.
Discharge,
defeasance and covenant defeasance
Discharge of Indenture. The applicable Indenture
will cease to be of further effect with respect to debt
securities of any series, except as to rights of registration of
transfer and exchange, substitution of mutilated or defaced debt
securities, rights of holders to receive principal,
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interest or other amounts payable under the debt securities,
rights and immunities of the trustee and rights of holders with
respect to property deposited pursuant to the following
provisions, if at any time:
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Comerica has paid the principal, interest or other amounts
payable under the debt securities of such series;
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Comerica has delivered to the trustee for cancellation all debt
securities of such series; or
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the debt securities of such series not delivered to the trustee
for cancellation have become due and payable, or will become due
and payable within one year, or are to be called for redemption
within one year under arrangements satisfactory to the trustee,
and Comerica has irrevocably deposited with the trustee as trust
funds the entire amount in cash or U.S. government
obligations sufficient to pay all amounts due with respect to
such debt securities on or after the date of such deposit,
including at maturity or upon redemption of all such debt
securities, including principal, interest and other amounts.
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The trustee, on demand of Comerica accompanied by an
Officers Certificate and an Opinion of Counsel and at the
cost and expense of Comerica, will execute proper instruments
acknowledging such satisfaction of and discharging the
applicable Indenture with respect to such series.
Defeasance of a Series of Securities at Any Time. We
may also discharge all of our obligations, other than as to
transfers and exchanges, under any series of debt securities at
any time, which we refer to as defeasance.
We may be released with respect to any outstanding series of
debt securities from the covenant described below limiting
consolidations, mergers and asset sales, and elect not to comply
with that provision without creating an event of default.
Discharge under these procedures is called covenant
defeasance.
Defeasance or covenant defeasance may be effected only if, among
other things:
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we irrevocably deposit with the trustee cash or, in the case of
debt securities payable only in U.S. dollars,
U.S. government obligations, as trust funds in an amount
certified to be sufficient to pay on each date that they become
due and payable, the principal of, interest on, other amounts
due under, and any mandatory sinking fund payments for, all
outstanding debt securities of the series being defeased;
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we deliver to the trustee an opinion of counsel to the effect
that:
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the beneficial owners of the series of debt securities being
defeased will not recognize income, gain or loss for United
States federal income tax purposes as a result of the defeasance
or covenant defeasance; and
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the defeasance or covenant defeasance will not otherwise alter
those beneficial owners United States federal income tax
treatment of principal or interest payments or other amounts due
under the series of debt securities being defeased;
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in the case of a defeasance, this opinion must be based on a
ruling of the Internal Revenue Service or a change in United
States federal income tax law occurring after the date of this
prospectus, since that result would not occur under current tax
law; and
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such defeasance or covenant defeasance will not result in a
breach or violation of, or constitute a default under, the
applicable Indenture or any other agreement or instrument to
which we are a party or by which we are bound.
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Modification of
the indenture; waiver of compliance
The Indentures contain provisions permitting us and the trustee
to modify the applicable Indenture or the rights of the holders
of debt securities with the consent of the holders of not less
than a majority in principal amount of each outstanding series
of debt securities affected by the modification. Each holder of
an affected debt security must consent to a modification that
would:
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change the stated maturity date of the principal of, or of any
installment of principal of or interest on, any debt security;
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reduce the principal amount of, interest on, or any other
amounts due under any debt security;
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change the currency or currency unit of payment of any debt
security;
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change the method in which amounts of payments of principal,
interest or other amounts are determined on any debt security;
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reduce the portion of the principal amount of an Original Issue
Discount Security payable upon acceleration of the maturity
thereof;
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reduce any amount payable upon redemption of any debt security;
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impair the right of a holder to institute suit for the payment
of or, if the debt securities provide, any right of repayment at
the option of the holder of a debt security;
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with respect to the junior subordinated indenture only, modify
or amend the subordination provisions thereof in a manner
adverse to the holders of the Senior Debt; or
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reduce the percentage of debt securities of any series, the
consent of the holders of which is required for any modification
provided, further, that, with respect to the junior subordinated
indenture, in the case of the junior subordinated debt
securities of a series issued to a Comerica Capital Trust, so
long as any of the corresponding series of capital securities
issued by such Comerica Capital Trust remains outstanding, no
such amendment shall be made that adversely affects the holders
of such capital securities in any material respect without the
prior consent of the holders of at least a majority of the
aggregate liquidation amount of such capital securities.
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The Indenture also permits us and the trustee to amend the
Indenture in certain circumstances without the consent of the
holders of debt securities to evidence our merger, the
replacement of the trustee, to effect changes that do not affect
any outstanding series of debt security, and for certain other
purposes.
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Consolidations,
mergers and sales of assets
We may not merge or consolidate with any other corporation or
sell or convey all or substantially all of our assets to any
other corporation, unless either:
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we are the continuing corporation or the successor corporation
is a United States corporation that expressly assumes the
payment of the principal of, any interest on, or any other
amounts due under the debt securities and the performance and
observance of all the covenants and conditions of the Indenture
binding upon us, and
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we or the successor corporation shall not, immediately after the
merger or consolidation, sale or conveyance, be in default in
the performance of any covenant or condition. (Article 9 of
the Indenture)
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There are no covenants or other provisions in the Indenture that
would afford holders of debt securities additional protection in
the event of a recapitalization transaction, a change of control
of Comerica or a highly leveraged transaction. The merger
covenant described above would only apply if the
recapitalization transaction, change of control or highly
leveraged transaction were structured to include a merger or
consolidation of Comerica or a sale or conveyance of all or
substantially all of our assets. However, we may provide
specific protections, such as a put right or increased interest,
for particular debt securities, that we would describe in the
applicable prospectus supplement.
Governing
law
The debt securities for all purposes shall be governed by and
construed in accordance with the laws of the State of New York.
Unclaimed
funds
Unless otherwise specified in the applicable prospectus
supplement, all funds deposited with the relevant trustee or any
paying agent for the payment of principal, interest, premium or
additional amounts in respect of the debt securities that remain
unclaimed for two years after the maturity date of the debt
securities will be repaid to Comerica upon its request.
Thereafter, any right of any noteholder to such funds shall be
enforceable only against Comerica, and the trustee and paying
agents will have no liability therefor.
Prescription
Under New Yorks statute of limitations, any legal action
to enforce Comericas payment obligations evidenced by the
debt securities must be commenced within six years after payment
is due. Thereafter Comericas payment obligations will
generally become unenforceable.
EU directive on
the taxation of savings income
As of the date of this prospectus, under the European Council
Directive 2003/48/EC on the taxation of savings income, Member
States of the European Union are required to provide to the tax
authorities of another Member State details of payments of
interest (or similar income) paid by a person within its
jurisdiction to an individual resident in that other Member
State. However, for a transitional period, Belgium, Luxembourg
and Austria are instead required (unless during that period they
elect otherwise) to operate a withholding system in relation to
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such payments (the ending of such transitional period being
dependent upon the conclusion of certain other agreements
relating to information exchange with certain other countries).
A number of non-EU countries and territories have agreed to
adopt similar measures (some of which involve a withholding
system). As indicated above under Payment of
Additional AmountsExceptions, no additional amounts
will be payable with respect to a debt security if a payment on
a debt security is reduced as a result of any tax, assessment or
other governmental charge that is required to be made pursuant
to any European Union directive on the taxation of savings
income or any law implementing or complying with, or introduced
in order to conform to, any such directive. Holders should
consult their tax advisers regarding the implications of the
directive in their particular circumstances.
Currency
conversions and foreign exchange risks affecting debt securities
denominated in a foreign currency
Currency
conversions
Unless otherwise specified in the applicable prospectus
supplement, debt securities denominated in a foreign currency
that are offered and sold in the United States (DTC debt
securities) will be represented by beneficial interests in
fully registered permanent global debt securities (DTC
global debt securities) that will be deposited with a
custodian for, and registered in the name of Cede &
Co., as nominee for, DTC. While interests in the DTC debt
securities are held through the DTC global debt securities, all
payments in respect of such debt securities will be made in
U.S. dollars, except as otherwise provided in this section,
in Description of Debt SecuritiesBook-Entry
Procedures and Settlement above or in the applicable
prospectus supplement.
As determined by the exchange agent under the terms of the
fiscal agency agreement, in accordance with reasonable market
practice, the amount of U.S. dollars payable in respect of
any particular payment under the DTC debt securities will be
equal to the amount of the relevant foreign currency/U.S.$ rate
of exchange prevailing as of 11:00 a.m. (London time) on
the day that is two Business Days prior to the relevant payment
date, less any costs incurred by the exchange agent for such
conversion (to be shared pro rata among the holders of DTC debt
securities accepting U.S. dollar payments in the proportion
of their respective holdings), all in accordance with the fiscal
agency agreement. If an exchange rate bid quotation is not
available, the exchange agent shall obtain a bid quotation from
a leading foreign exchange bank in London selected by the
exchange agent for such purpose after consultation with
Comerica. If no bid quotation from a leading foreign exchange
bank is available, payment will be in the relevant foreign
currency to the account or accounts specified by DTC to the
exchange agent. For purposes of this paragraph, a Business
Day is a day on which commercial banks and foreign
exchange markets settle payments in each of New York City and
London.
Notwithstanding the above and unless otherwise specified in the
applicable prospectus supplement, the holder of a beneficial
interest in the DTC debt securities may elect to receive
payments under such DTC debt securities in the relevant foreign
currency by notifying the DTC participant through which its debt
securities are held on or prior to the applicable record date of
(1) such investors election to receive all or a
portion of such payment in the relevant foreign currency and
(2) wire instructions to a relevant foreign currency
account outside the United States. DTC must be notified of
such election and wire transfer instructions on or prior to the
third New York business day after such record date for any
payment of interest and on or
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prior to the twelfth day prior to the payment of principal. DTC
will notify the fiscal agent and the paying agent of such
election and wire transfer instructions on or prior to
5:00 p.m. New York City time on the fifth New York business
day after such record date for any payment of interest and on or
prior to 5:00 p.m. New York City time on the tenth day
prior to the payment of principal. For purposes of this
paragraph, New York business day means any day other
than a Saturday or Sunday or a day on which banking institutions
in New York City are authorized or required by law or executive
order to close.
If complete instructions are forwarded to DTC through DTC
participants and by DTC to the fiscal agent and the paying agent
on or prior to such dates, such holder will receive payment in
the relevant foreign currency outside DTC; otherwise, only
U.S. dollar payments will be made by the fiscal agent to
DTC, unless otherwise specified in the applicable prospectus
supplement. All costs of such payment by wire transfer will be
borne by holders of beneficial interests receiving such payments
by deduction from such payments.
Although DTC has agreed to the foregoing procedures, it is under
no obligation to perform or continue to perform these
procedures, and these procedures may be modified or discontinued
at any time.
Holders of the debt securities will be subject to foreign
exchange risks as to payments of principal and interest that may
have important economic and tax consequences to them. For
further information as to such consequences, see
Foreign Exchange Risks below.
Judgments in a
foreign currency
The debt securities will be governed by, and construed in
accordance with, the laws of the State of New York. Courts in
the United States customarily have not rendered judgments for
money damages denominated in any currency other than the
U.S. dollar. A 1987 amendment to the Judiciary Law of New
York State provides, however, that an action based upon an
obligation denominated in a currency other than
U.S. dollars will be rendered in the foreign currency of
the underlying obligation. Any judgment awarded in such an
action will be converted into U.S. dollars at the rate of
exchange prevailing on the date of the entry of the judgment or
decree.
Foreign exchange
risks
An investment in debt securities that are denominated in, and
all payments in respect of which are to be made in, a currency
other than the currency of the country in which the purchaser is
a resident or the currency in which the purchaser conducts its
business or activities (the home currency) entails
significant risks that are not associated with a similar
investment in a security denominated in the home currency. Such
risks include, without limitation, the possibility of
significant changes in the rates of exchange between the home
currency and the relevant foreign currency and the possibility
of the imposition or modification of foreign exchange controls
with respect to the relevant foreign currency. Such risks
generally depend on economic and political events over which
Comerica has no control. In recent years, rates of exchange for
foreign currencies have been volatile and such volatility may be
expected to continue in the future. Fluctuations in any
particular exchange rate that have occurred in the past are not
necessarily indicative, however, of fluctuations in such rate
that may occur during the term of the debt securities.
Depreciation of the relevant foreign currency against the
relevant home currency could result in a decrease in the
effective yield of such relevant foreign denominated
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debt security below its coupon rate and, in certain
circumstances, could result in a loss to the investor on a home
currency basis.
This description of foreign currency risks does not describe all
the risks of an investment in debt securities denominated in a
currency other than the home currency. Prospective investors
should consult with their financial and legal advisors as to the
risks involved in an investment in a particular offering of debt
securities.
Description of
the warrants to purchase common stock or preferred
stock
The following summary sets forth the material terms and
provisions of the common stock warrants and preferred stock
warrants, that would be issued pursuant to a stock warrant
agreement between Comerica and a stock warrant agent to be
selected at the time of issue. The stock warrant agreement may
include or incorporate by reference standard warrant provisions
substantially in the form of the standard stock warrant
provisions, that is filed as an exhibit to the registration
statement of which this prospectus forms a part.
General
The stock warrants may be issued under the stock warrant
agreement independently or together with any other securities
offered by a prospectus supplement. If stock warrants are
offered, the applicable prospectus supplement will describe the
designation and terms of the stock warrants, including, without
limitation, the following:
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the offering price, if any;
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the designation and terms of the common stocks or preferred
stocks purchasable upon exercise of the stock warrants;
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if applicable, the date on and after which the stock warrants
and the related offered securities will be separately
transferable;
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the number of common stocks or preferred stocks purchasable upon
exercise of one stock warrant and the initial price at which
shares may be purchased upon exercise of the stock warrant;
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the date on which the right to exercise the stock warrants shall
commence and the date on which these rights shall expire;
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a discussion of the material U.S. Federal income tax
considerations;
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any call provisions;
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the currency in which the offering price, if any, and exercise
price are payable;
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the anti-dilution provisions of the stock warrants; and
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any other terms of the stock warrants.
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The shares of common stock or preferred stock issuable upon
exercise of the stock warrants will, when issued in accordance
with the stock warrant agreement, be fully paid and
non-assessable.
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This means that the shares will be paid for in full at the time
they are issued, and, once they are paid for in full, there will
be no further liability for further assessments or taxation.
Exercise of stock
warrants
You may exercise your stock warrants by surrendering to the
stock warrant agent your stock warrant certificate with the form
of election to purchase on the reverse of the certificate
properly completed and executed by you, or your authorized
agent, which signature must be guaranteed by a bank or trust
company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc., which we refer to in
this prospectus as the NASD, or by a member of a national
securities exchange. You must indicate on the form of election
whether you are electing to exercise all or a portion of the
stock warrants evidenced by the certificate. You must also
submit a payment of the aggregate exercise price of the stock
warrants to be exercised in lawful money of the United States
along with your stock warrant certificates, unless otherwise set
forth in the applicable prospectus supplement. Upon receipt of
the stock warrant certificate, form of election and aggregate
payment, if applicable, by the stock warrant agent, the stock
warrant agent will requisition from the transfer agent for the
common stocks or the preferred stocks, as the case may be, a
certificate representing the number of common stocks or
preferred stocks purchased for issuance and delivery to you or
upon your written order. If you exercise less than all of the
stock warrants evidenced by any stock warrant certificate, the
stock warrant agent shall deliver to you a new stock warrant
certificate representing your unexercised stock warrants.
Anti-dilution and
other provisions
The exercise price payable, the number of common stocks or
preferred stocks purchasable upon the exercise of each stock
warrant, and the number of stock warrants outstanding are
subject to adjustment if specified events occur. These events
include:
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the issuance of a stock dividend to holders of shares of common
stock or preferred stock; and
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a combination, subdivision or reclassification of our common
stock or preferred stock.
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In lieu of adjusting the number of shares of common stock or
preferred stock purchasable upon exercise of each stock warrant,
we may elect to adjust the number of stock warrants. No
adjustment in the number of shares purchasable upon exercise of
the stock warrants will be required until cumulative adjustments
require an adjustment of at least 1% in the number of shares
purchasable. We may also, at its option, reduce the exercise
price at any time. No fractional shares will be issued upon
exercise of stock warrants, but we will pay the cash value of
any fractional shares otherwise issuable. Notwithstanding the
preceding sentences, in case of any consolidation, merger, or
sale or conveyance of our property we as an entirety or
substantially as an entirety, you, as a stock warrant holder,
shall have the right to the kind and amount of shares of stock
and other securities and property, including cash, receivable by
a holder of the number of common stocks or preferred stocks into
which your stock warrants were exercisable immediately prior to
this event.
No rights as
shareholders
You will not be entitled, by virtue of being a stock warrant
holder, to vote, to consent, to receive dividends, to receive
notice as shareholders with respect to any meeting of
shareholders
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for the election of our directors or any other matter, or to
exercise any rights whatsoever as shareholders of ours.
Description of
the warrants to purchase debt securities
The following summary sets forth the material terms and
provisions of the debt warrants, which would be issued pursuant
to a debt warrant agreement between Comerica and a debt warrant
agent to be selected at the time of issue. The debt warrant
agreement may include or incorporate by reference standard
warrant provisions substantially in the form of the standard
debt warrant provisions, which is filed as an exhibit to the
registration statement of which this prospectus forms a part.
General
The debt warrants may be issued under the debt warrant agreement
independently or together with any other securities offered by a
prospectus supplement. If debt warrants are offered, the
applicable prospectus supplement will describe the designation
and terms of the debt warrants, including, without limitation,
the following:
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the offering price, if any;
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the designation, aggregate principal amount and terms of the
debt securities purchasable upon exercise of the debt warrants;
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if applicable, the date on and after which the debt warrants and
the related offered securities will be separately transferable;
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the principal amount of debt securities purchasable upon
exercise of one debt warrant and the price at which the
principal amount of debt securities may be purchased upon
exercise of the debt warrant;
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the date on which the right to exercise the debt warrants shall
commence and the date on which this right shall expire;
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a discussion of the material U.S. Federal income tax
considerations;
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whether the warrants represented by the debt warrant
certificates will be issued in registered or bearer form;
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the currency, currencies or currency units in which the offering
price, if any, and exercise price are payable;
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the anti-dilution provisions of the debt warrants; and
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any other terms of the debt warrants.
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You, as a debt warrant holder, will generally not have any of
the rights of holders of Comerica debt securities, including the
right to receive the payment of principal of, any premium or
interest on, or any additional amounts with respect to, the
Comerica debt securities or to enforce any of the covenants of
the Comerica debt securities or the applicable Comerica
indenture.
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Exercise of debt
warrants
You may exercise your debt warrants by surrendering at the
office of the debt warrant agent your debt warrant certificate
with the form of election to purchase on the reverse side of the
certificate properly completed and signed by you, which
signature must be guaranteed by a bank or trust company, by a
broker or dealer which is a member of the NASD or by a member of
a national securities exchange. You must also submit a payment
in full of the exercise price, as set forth in the applicable
prospectus supplement. Upon the exercise of debt warrants,
Comerica will issue the debt securities in authorized
denominations in accordance with your instructions. If you
exercise less than all of the debt warrants evidenced by your
debt warrant certificate, a new debt warrant certificate will be
issued for the remaining number of debt warrants.
Description of
stock purchase contracts and stock
purchase units
Comerica may issue stock purchase contracts, including contracts
obligating holders to purchase from or sell to Comerica, and
Comerica to sell to or purchase from the holders, a specified
number of shares of common stock, shares of preferred stock or
depositary shares at a future date or dates. The consideration
per share of common stock, preferred stock or depositary shares
and the number of shares of each may be fixed at the time the
stock purchase contracts are issued or may be determined by
reference to a specific formula set forth in the stock purchase
contracts. The stock purchase contracts may be issued separately
or as part of units, often known as stock purchase units,
consisting of a stock purchase contract and any combination of:
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debt securities,
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capital securities issued by trusts, all of whose common
securities are owned by Comerica or by one of its subsidiaries,
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junior subordinated debt securities; or
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debt obligations of third parties, including U.S. Treasury
securities,
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which may secure the holders obligations to purchase the
common stock, preferred stock or depositary shares under the
stock purchase contracts. The stock purchase contracts may
require Comerica to make periodic payments to the holders of the
stock purchase units or vice versa, and these payments may be
unsecured or prefunded on some basis. The stock purchase
contracts may require holders to secure their obligations under
those contracts in a specified manner.
The applicable prospectus supplement will describe the terms of
the stock purchase contracts and stock purchase units,
including, if applicable, collateral or depositary arrangements.
Description of
capital securities and guarantees
Each Comerica Capital Trust will be governed by an amended and
restated trust agreement, which we refer to in this prospectus
as a trust agreement, a form of which is an exhibit to the
registration statement of which this prospectus forms a part.
Under each trust agreement, the
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Comerica Capital Trust may issue, from time to time, only one
series of capital securities with the terms set forth in the
trust agreement or made a part of the trust agreement by the
Trust Indenture Act, which terms we will set forth in the
applicable prospectus supplement. The terms of the Comerica
Capital Trust capital securities will generally mirror the terms
of the junior subordinated debt securities, which the Comerica
Capital Trust will purchase with the proceeds from the sale of
its capital securities and its common securities. The junior
subordinated debt securities issued to a Comerica Capital Trust
will be guaranteed by Comerica on a subordinated basis and are
referred to in this prospectus as the corresponding junior
subordinated debt securities relating to that Comerica Capital
Trust.
Capital
securities
The following is a summary of the material terms and provisions
of each trust agreement and the capital securities. You should
refer to the form of amended and restated trust agreement and to
the Trust Indenture Act for complete information regarding the
terms and provisions of the trust agreement and of the capital
securities.
Issuance,
status and guarantee of capital securities
The capital securities will represent preferred beneficial
interests in a Comerica Capital Trust and you, as holders of the
capital securities, will be entitled to a preference in
specified circumstances, including as regards distributions and
amounts payable on redemption or liquidation over the common
securities of the applicable Comerica Capital Trust. The capital
securities of each Comerica Capital Trust will rank equally, and
payments will be made on the capital securities pro rata, with
the common securities of that Comerica Capital Trust, except as
described under Subordination of Common
Securities below. The property trustee will hold legal
title to the corresponding junior subordinated debt securities
in trust for your benefit and for the benefit of the holder of
the Comerica Capital Trusts common securities. In this
prospectus, we refer to the common securities and the capital
securities of a Comerica Capital Trust collectively as the
trust securities of that Comerica Capital Trust.
Comerica will guarantee the capital securities, which we refer
to in this prospectus as the capital securities
guarantee. Under each capital securities guarantee,
Comerica will guarantee, on a subordinated basis, payment of
distributions on the related capital securities and amounts
payable on redemption or liquidation of the related capital
securities, but only to the extent that the related Comerica
Capital Trust has funds to make these payments.
Distributions
Distributions on the capital securities will accumulate from the
original issue date and will be payable on the dates specified
in the applicable prospectus supplement. If any date on which
these distributions are payable is not a business day, payment
of the distribution payable on that date will be made on the
next succeeding business day without any additional
distributions or other payment in respect of the delay. However,
if the next succeeding business day is in the next succeeding
calendar year, payment of the distribution will be made on the
immediately preceding business day, in each case as if made on
the date the payment was originally payable. We refer to each
date on which distributions are payable in this prospectus as a
distribution date. A business day is any day other
than a Saturday or a Sunday, or a day on which banking
institutions in The City of New York are authorized or required
by law or executive order to
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remain closed or a day on which the corporate trust office of
the property trustee or the trustee for the corresponding junior
subordinated debt securities is closed for business.
Distributions on each capital security will be payable at the
rate specified in the applicable prospectus supplement and the
amount of distributions payable for any period will be computed
on the basis of a
360-day year
of twelve
30-day
months unless otherwise specified in the applicable prospectus
supplement. Distributions to which you are entitled will
accumulate additional distributions at the rate per annum if and
as specified in the applicable prospectus supplement. References
to distributions include any accumulated or
additional distributions unless otherwise stated.
If set forth in the applicable prospectus supplement, Comerica
will have the right under the subordinated indenture to defer
the payment of interest on any series of corresponding junior
subordinated debt securities for the period specified in the
applicable prospectus supplement. However, no extension period
may extend beyond the stated maturity of the corresponding
junior subordinated debt securities. As a consequence of any
extension, distributions on the corresponding capital securities
would be deferred but would continue to accumulate additional
distributions at the rate set forth in the applicable prospectus
supplement, which rate will match the interest rate payable on
the corresponding junior subordinated debt securities during the
extension period, by the Comerica Capital Trust which issued the
capital securities during any extension period.
The funds of each Comerica Capital Trust available for
distribution to you will be limited to payments under the junior
corresponding subordinated debt securities in which each
Comerica Capital Trust will invest the proceeds from the
issuance and sale of its trust securities. If Comerica does not
make interest payments on those corresponding junior
subordinated debt securities, the property trustee will not have
funds available to pay distributions on the related capital
securities. The payment of distributions, if and to the extent
each Comerica Capital Trust has funds legally available for the
payment of the distributions and cash sufficient to make the
payments, is guaranteed by Comerica as set forth below.
Distributions on the capital securities will be payable to the
holders of the capital securities as they appear on the register
of the applicable Comerica Capital Trust on the relevant record
dates. As long as the capital securities remain in book-entry
form, the record dates will be one business day prior to the
relevant distribution dates. Generally, each distribution
payment will be made as described under Global Capital
Securities. If any capital securities are not in
book-entry form, the relevant record date will be the date at
least 15 days prior to the relevant distribution date, as
specified in the applicable prospectus supplement.
Redemption or
exchange
Mandatory Redemption. Upon any repayment or
redemption, in whole or in part, of any corresponding
subordinated debt securities held by a Comerica Capital Trust,
the property trustee will simultaneously apply the proceeds from
the repayment or redemption, upon not less than 30 nor more than
60 days notice to holders of trust securities, to redeem,
on a pro rata basis, trust securities having an aggregate stated
liquidation amount equal to the aggregate principal amount of
the corresponding junior subordinated debt securities repaid or
redeemed. The redemption price per trust security will be equal
to its stated liquidation amount, plus any accumulated and
unpaid distributions on the trust security to the redemption
date, plus the related amount of premium, if any, and any
additional amounts paid by Comerica upon the
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concurrent repayment or redemption of the corresponding junior
subordinated debt securities. The amount described in the
preceding sentence is referred to in this prospectus as the
redemption price. If less than all of the corresponding junior
subordinated debt securities are to be repaid or redeemed on a
redemption date, then the property trustee shall allocate the
proceeds from the repayment or redemption to the redemption pro
rata of the related trust securities.
Generally, Comerica will have the right to redeem any series of
corresponding junior subordinated debt securities at any time,
in whole but not in part, upon the occurrence of a special event
and subject to the conditions described in the prospectus
supplement.
Special Event Redemption or Distribution of Corresponding
Comerica Junior Subordinated Debt Securities. If a
special event relating to the trust securities of a Comerica
Capital Trust occurs and is continuing, within 90 days
following the occurrence of the special event, Comerica has the
right to redeem the corresponding junior subordinated debt
securities, in whole but not in part, and, in doing so, cause a
mandatory redemption of the related trust securities, in whole
but not in part, at the redemption price. At any time, Comerica
has the right to dissolve a Comerica Capital Trust and, after
satisfaction of the liabilities of creditors of a Comerica
Capital Trust, cause the corresponding junior subordinated debt
securities to be distributed to the holders of the trust
securities in liquidation of such Comerica Capital Trust. If
Comerica does not elect to redeem the corresponding junior
subordinated debt securities upon the occurrence of a special
event, the applicable trust securities will remain outstanding.
If a tax event has occurred and is continuing, additional sums
may be payable on the corresponding junior subordinated debt
securities. For purposes of this section, additional
sums means the additional amounts as may be necessary in
order that the amount of distributions then due and payable by a
Comerica Capital Trust on its outstanding trust securities shall
not be reduced as a result of any additional taxes, duties and
other governmental charges to which it has become subject as a
result of a tax event.
On and from the date fixed for any distribution of corresponding
junior subordinated debt securities upon dissolution of a
Comerica Capital Trust:
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the trust securities will no longer be deemed to be outstanding;
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the depositary or its nominee, as the record holder of the
related capital securities, will receive a registered global
certificate or certificates representing the corresponding
junior subordinated debt securities to be delivered upon the
distribution, upon surrender of the related capital securities
certificates for exchange; and
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any certificates representing the capital securities, which is
not surrendered for exchange will be deemed to represent
beneficial interests in the corresponding junior subordinated
debt securities having an aggregate principal amount equal to
the aggregate stated liquidation amount of the capital
securities and accruing interest at the rate provided for in the
debt securities, which rate will equal the distribution rate on
the capital securities, until the certificates are presented to
the administrative trustees or their agent for exchange.
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There can be no assurance as to the market prices for the
capital securities or the corresponding junior subordinated debt
securities that may be distributed in exchange for capital
securities if a dissolution and liquidation of a Comerica
Capital Trust were to occur. Accordingly, the capital securities
that you may purchase, and the corresponding junior subordinated
debt securities that
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you may receive on dissolution and liquidation of a Comerica
Capital Trust, may trade at a discount to the price that you
paid to purchase the capital securities.
Redemption procedures
The property trustee shall redeem the capital securities on each
redemption date at the redemption price with the applicable
proceeds from the contemporaneous redemption of the
corresponding junior subordinated debt securities. The property
trustee will redeem the capital securities, and shall pay the
redemption price, on each redemption date only to the extent
that the applicable Comerica Capital Trust has funds on hand
available for the payment of the redemption price. See also
Subordination of Common Securities.
If a Comerica Capital Trust gives a notice of redemption, which
notice will be irrevocable, in respect of its capital
securities, then, by 12:00 noon, New York City time, on the
redemption date, to the extent funds are available, the property
trustee will deposit irrevocably with the depositary for the
capital securities funds sufficient to pay the applicable
redemption price. The property trustee will also give the
depositary irrevocable instructions and authority to pay the
redemption price to you, as a holder of the capital securities.
If the capital securities are no longer in book-entry form, the
property trustee, to the extent funds are available, will
irrevocably deposit with the paying agent for the capital
securities funds sufficient to pay the applicable redemption
price and will give the paying agent irrevocable instructions
and authority to pay the redemption price to you upon surrender
of your certificates evidencing the capital securities.
Notwithstanding the preceding sentences, distributions payable
on or prior to the redemption date for any capital securities
called for redemption shall be payable to you on the relevant
record date for the related distribution dates. If notice of
redemption shall have been given and funds deposited as
required, then, immediately prior to the close of business on
the date of the deposit, all of your rights, as a holder of
capital securities so called for redemption, will cease, except
your right to receive the redemption price, but without
interest, and your capital securities will cease to be
outstanding. If any date on which any redemption price is
payable is not a business day, then payment of the redemption
price payable on that date will be made on the next succeeding
business day without any interest or other payment in respect of
the delay. However, if the next succeeding business day falls in
the next calendar year, the payment will be made on the
immediately preceding business day, in each case with the same
force and effect as if made on the proper payment date. If that
payment of the redemption price is improperly withheld or
refused and not paid either by the Comerica Capital Trust or by
Comerica pursuant to the capital securities guarantee as
described under Description of Capital Securities
Guarantees, distributions on the capital securities will
continue to accumulate interest at the then applicable rate,
from the redemption date originally established by the Comerica
Capital Trust for the capital securities to the date the
redemption price is actually paid, in which case the actual
payment date will be the date fixed for redemption for purposes
of calculating the redemption price.
Generally, Comerica or its subsidiaries, including a Comerica
Capital Trust, may purchase outstanding capital securities.
Payment of the redemption price on the capital securities will
be made to the record holders as they appear on the register for
the capital securities on the relevant record date, which will
be one business day prior to the relevant redemption date. If
any capital securities are not in book-entry form, the relevant
record date for the capital securities will be a date at least
15 days prior to the redemption date, as specified in the
applicable prospectus supplement.
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The property trustee will allocate the aggregate liquidation
amount pro rata to the trust securities based upon the relative
liquidation amounts of the classes if less than all of the trust
securities issued by a Comerica Capital Trust are to be redeemed
on a redemption date. The property trustee will select on a pro
rata basis not more than 60 days prior to the redemption
date from the outstanding capital securities not previously
called for redemption the particular capital securities to be
redeemed by any method, including without limitation by lot, as
it shall deem fair and appropriate. The property trustee will
promptly notify the trust registrar in writing of the capital
securities selected for redemption and, in the case of any
capital securities selected for partial redemption, the
liquidation amount of the capital securities to be redeemed.
Generally, for purposes of each trust agreement, all provisions
relating to the redemption of capital securities will relate, in
the case of any capital securities redeemed or to be redeemed
only in part, to the portion of the liquidation amount of
capital securities which has been or is to be redeemed.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to
each holder of trust securities to be redeemed at its registered
address. Unless each of Comerica and a Comerica Capital Trust
defaults in payment of the redemption price on the corresponding
junior subordinated debt securities, on and after the redemption
date interest will cease to accrue on the junior subordinated
debt securities or portions of the junior subordinated debt
securities, and distributions will cease to accrue on the
related capital securities or portions of the related capital
securities, called for redemption.
Subordination
of common securities
Payment on each of a Comerica Capital Trusts trust
securities will be made pro rata based on the liquidation amount
of the trust securities. However, if an event of default under
the corresponding junior subordinated debt securities occurs and
is continuing on any distribution date or redemption date, no
payment of any distribution on, or junior redemption price of,
any of the Comerica Capital Trusts common securities, and
no other payment on account of the redemption, liquidation or
other acquisition of the common securities, will be made unless
payment in full in cash of all accumulated and unpaid
distributions on all of the Comerica Capital Trusts
outstanding capital securities for all distribution periods
terminating on or prior to that date, or in the case of payment
of the redemption price the full amount of the redemption price
on all of the Comerica Capital Trusts outstanding capital
securities then called for redemption, have been made or
provided for, and all funds available to the property trustee
will first be applied to the payment in full in cash of all
distributions on, or redemption price of, the Comerica Capital
Trusts capital securities then due and payable.
If any event of default under the trust agreement resulting from
an event of default under the junior subordinated indenture
occurs, the holder of the Comerica Capital Trusts common
securities will be deemed to have waived any right to act with
respect to that event of default until the effect of all of the
events of default with respect to the capital securities have
been cured, waived or otherwise eliminated. Until these events
of default have been so cured, waived or otherwise eliminated,
the property trustee shall act solely on behalf of the holders
of the capital securities and not on behalf of the holder of the
Comerica Capital Trusts common securities, and only the
holders of the capital securities will have the right to direct
the property trustee to act on their behalf.
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Liquidation
distribution upon dissolution of Comerica Capital
Trust
Pursuant to each trust agreement, each Comerica Capital Trust
will automatically dissolve upon expiration of its term and will
dissolve on the first to occur of:
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bankruptcy, dissolution or liquidation of Comerica;
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the written direction to the property trustee from Comerica, as
depositor, at any time, which direction is optional and wholly
within the discretion of Comerica, to dissolve the Comerica
Capital Trust and distribute corresponding junior subordinated
debt securities having an aggregate principal amount equal to
the aggregate stated liquidation amount of the trust securities
to the holders of the trust securities in exchange for the trust
securities subject to our having received any required prior
approval of the Federal Reserve;
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the redemption of all of the Comerica Capital Trusts trust
securities following a special event;
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the redemption of all of the Comerica Capital Trusts
capital securities as described under Redemption or
ExchangeMandatory Redemption; and
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the entry of an order for the dissolution of the Comerica
Capital Trust by a court of competent jurisdiction.
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If an early dissolution occurs as described in the first, second
and fifth bullets above or upon the date designated for
automatic dissolution of the Comerica Capital Trust, the
Comerica Capital Trust will be liquidated by the Comerica
Capital Trustees as expeditiously as the Comerica Capital
Trustees determine to be possible by distributing to the holders
of the trust securities, after satisfaction of liabilities to
the Comerica Capital Trusts creditors, corresponding
junior subordinated debt securities having an aggregate
principal amount equal to the aggregate stated liquidation
amount of the trust securities. However, if the property trustee
determines that this distribution is not practical or the early
distribution occurs as described in the
3rd or
4th bullets
above, the holders will be entitled to receive out of the
Comerica Capital Trusts assets available for distribution,
after satisfaction of liabilities to the Comerica Capital
Trusts creditors, an amount equal to, in the case of
holders of capital securities, the aggregate of the liquidation
amount plus accumulated and unpaid distributions on the trust
securities to the date of payment, this amount being referred to
in this prospectus as the liquidation distribution. If the
liquidation distribution can be paid only in part because the
Comerica Capital Trust has insufficient assets available to pay
in full the aggregate liquidation distribution, then the amounts
payable directly by the Comerica Capital Trust on its capital
securities will be paid on a pro rata basis. The holder of the
Comerica Capital Trusts common securities will be entitled
to receive distributions upon any liquidation pro rata with the
holders of its capital securities, except that if an event of
default under the corresponding junior subordinated debt
securities has occurred and is continuing, the capital
securities shall have a priority over the common securities.
Events of
default; notice
The following constitute an event of default under each trust
agreement with respect to the applicable capital securities:
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the occurrence of an event of default on the corresponding
junior subordinated debt securities (see Description of
Debt SecuritiesEvents of Default);
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default by the property trustee in the payment of any
distribution when it becomes due and payable, and continuation
of this default for a period of 30 days;
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default by the property trustee in the payment of any redemption
price of any trust security when it becomes due and payable;
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default in the performance, or breach, in any material respect,
of any covenant or warranty of the Comerica Capital Trustees in
the trust agreement, other than a default in the performance or
breach of those covenants in the preceding two bullets, and
continuation of the default or breach for a period of
60 days after the holders of at least 25% in aggregate
liquidation preference of the outstanding capital securities of
the applicable Comerica Capital Trust have given written notice
specifying the default or breach, requiring it to be remedied
and stating that the notice is a Notice of Default
under the trust agreement, by registered or certified mail to
the defaulting Comerica Capital Trustee(s); and
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the occurrence of specified events of bankruptcy or insolvency
with respect to the property trustee and the failure by
Comerica, as depositor, to appoint a successor property trustee
within 60 days of the occurrence.
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Within 30 business days after the occurrence of any event of
default actually known to the property trustee, the property
trustee will transmit notice of the event of default to the
holders of the applicable capital securities, the administrative
trustees and Comerica, as depositor, unless the event of default
has been cured or waived. Comerica, as depositor, and the
administrative trustees are required to file annually with the
property trustee a certificate as to whether or not they are in
compliance with all the conditions and covenants applicable to
them under each trust agreement.
If an event of default under the corresponding junior
subordinated debt securities has occurred and is continuing, the
capital securities shall have a preference over the common
securities upon dissolution of each Comerica Capital Trust as
described above. See Liquidation Distribution Upon
Dissolution of Comerica Capital Trust. The existence of an
event of default under the trust agreement does not entitle the
holders of capital securities to accelerate the maturity of the
capital securities.
Removal of
Comerica Capital Trustees
Unless an event of default under the corresponding junior
subordinated debt securities has occurred and is continuing, any
Comerica Capital Trustee may be removed at any time by the
holder of the Comerica Capital Trusts common securities.
If an event of default under the corresponding junior
subordinated debt securities has occurred and is continuing, the
property trustee and the Delaware trustee may be removed by the
holders of a majority in liquidation amount of the outstanding
capital securities. In no event will the holders of the capital
securities have the right to vote to appoint, remove or replace
the administrative trustees, which voting rights are vested
exclusively in the holder of the Comerica Capital Trusts
common securities. No resignation or removal of a Comerica
Capital Trustee and no appointment of a successor trustee shall
be effective until the acceptance of appointment by the
successor trustee in accordance with the provisions of the
applicable trust agreement.
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Co-trustees
and separate property trustee
Unless an event of default shall have occurred and be
continuing, for the purpose of meeting the legal requirements of
the Trust Indenture Act or of any jurisdiction in which any part
of the property of any Comerica Capital Trust may at the time be
located, Comerica, as depositor, and the administrative trustees
shall have power, at any time or times, to appoint one or more
persons either to act as a co-trustee jointly with the property
trustee of all or any part of the property of the Comerica
Capital Trust or to act as separate trustee of any property, in
either case with the powers as may be provided in the instrument
of appointment. Comerica, as depositor, and the administrative
trustees shall generally also have the power to vest in that
person or persons in that capacity any property, title, right or
power deemed necessary or desirable. If an event of default
under the corresponding junior subordinated debt securities has
occurred and is continuing, the property trustee alone shall
have power to make this appointment.
Merger or
consolidation of Comerica Capital Trustees
Any corporation into which the property trustee, the Delaware
trustee or any administrative trustee that is not a natural
person may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Comerica Capital
Trustee shall be a party, shall be the successor of the Comerica
Capital Trustee under each trust agreement, so long as the
corporation is otherwise qualified and eligible.
Mergers,
consolidations, amalgamations or replacements of the Comerica
Capital Trusts
A Comerica Capital Trust may not merge with or into, convert
into, consolidate, amalgamate, or be replaced by, or convey,
transfer or lease its properties and assets substantially as an
entirety to any corporation or other entity, except as described
below or as described in Liquidation Distribution Upon
Dissolution of Comerica Capital Trust. A Comerica Capital
Trust may, at the request of Comerica, with the consent of only
the administrative trustees and without the consent of the
holders of the capital securities, merge with or into, convert
into, consolidate, amalgamate, or be replaced by or convey,
transfer or lease its properties and assets substantially as an
entirety to a trust organized as such under the laws of any
state so long as the following conditions are met:
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the successor entity either: expressly assumes all of the
obligations of the Comerica Capital Trust with respect to the
capital securities or substitutes for the capital securities
other securities having substantially the same terms as the
capital securities, referred to in this prospectus as the
successor securities, so long as the successor securities rank
the same as the capital securities rank in priority with respect
to distributions and payments upon liquidation, redemption and
otherwise;
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Comerica expressly appoints a trustee of the successor entity
possessing the same powers and duties as the property trustee as
the holder of the corresponding junior subordinated debt
securities;
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the successor securities are listed or traded, or any successor
securities will be listed upon notification of issuance, on any
national securities exchange or other organization on which the
capital securities are then listed or traded, if any;
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the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not cause the
capital securities, including any successor securities, to be
downgraded by any nationally recognized statistical rating
organization;
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the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of
the capital securities, including any successor securities, in
any material respect;
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the successor entity has a purpose substantially identical to
that of the Comerica Capital Trust;
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prior to the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, Comerica has
received an opinion from independent counsel to the Comerica
Capital Trust to the effect that:
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the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely
affect the rights, preferences and privileges of the holders of
the capital securities, including any successor securities, in
any material respect;
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following the merger, conversion, consolidation, amalgamation,
replacement, conveyance, transfer or lease, neither the Comerica
Capital Trust nor any successor entity will be required to
register as an investment company under the
Investment Company Act; and
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Comerica or any permitted successor or assignee owns all of the
common securities of the successor entity and guarantees the
obligations of the successor entity under the successor
securities at least to the extent provided by the capital
securities guarantee.
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Notwithstanding the preceding description, a Comerica Capital
Trust shall not, except with the consent of holders of 100% in
liquidation amount of the capital securities, consolidate,
amalgamate, merge with or into, convert into, or be replaced by
or convey, transfer or lease its properties and assets
substantially as an entirety to any other entity or permit any
other entity to consolidate, amalgamate, merge with or into,
convert into, or replace it if the consolidation, amalgamation,
merger, replacement, conveyance, transfer or lease would cause
the Comerica Capital Trust or the successor entity to be
classified as other than a grantor trust for U.S. Federal
income tax purposes.
Voting and
preemptive rights
Except as provided below and under Removal of
Comerica Capital Trustees, Description of Comerica
Debt Securities and Comerica GuaranteeEvents of
Default, Description of Capital Securities
GuaranteesAmendments and Assignment, the holders of
the capital securities will generally not have any voting
rights. Holders of the capital securities have no preemptive or
similar rights.
Amendment of
restated trust agreements
Each trust agreement may be amended by Comerica and the Comerica
Capital Trustees, without the consent of the holders of the
trust securities:
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to cure any ambiguity, correct or supplement any provisions in
the trust agreement that may be inconsistent with any other
provision, or to make any other provisions with respect to
matters or questions arising under the trust agreement, which
shall not be inconsistent with the other provisions of the trust
agreement, or
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to modify, eliminate or add to any provisions of the trust
agreement to the extent as shall be necessary to ensure that the
Comerica Capital Trust will be classified for U.S. Federal
income tax purposes as a grantor trust at all times that any
trust securities are outstanding or to ensure that the Comerica
Capital Trust will not be required to register as an
investment company under the Investment Company Act.
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However, in the case of the first bullet above, that action will
not adversely affect in any material respect the interests of
any holder of trust securities. Any amendments of a trust
agreement adopted in accordance with the two bullet points above
will become effective when notice of the amendment is given to
the holders of trust securities of the applicable Comerica
Capital Trust.
Each trust agreement may be amended by the Comerica Capital
Trustees and Comerica with the consent of holders representing
not less than a majority, based upon liquidation amounts, of the
outstanding trust securities and receipt by the Comerica Capital
Trustees of an opinion of counsel to the effect that the
amendment or the exercise of any power granted to the Comerica
Capital Trustees in accordance with the amendment will not
affect the Comerica Capital Trusts status as a grantor
trust for U.S. Federal income tax purposes or the Comerica
Capital Trusts exemption from status as an
investment company under the Investment Company Act.
However, without the consent of each holder of trust securities,
the trust agreement may not be amended to:
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change the amount or timing of any distribution on the trust
securities or otherwise adversely affect the amount of any
distribution required to be made in respect of the trust
securities as of a specified date; or
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restrict the right of a holder of trust securities to institute
suit for the enforcement of any payment on or after the date.
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So long as any corresponding junior subordinated debt securities
are held by the property trustee, the Comerica Capital Trustees
shall not:
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direct the time, method and place of conducting any proceeding
for any remedy available to the trustee under the junior
subordinated indenture, or executing any trust or power
conferred on that trustee with respect to the corresponding
subordinated debt securities;
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waive any past default that is waivable under the subordinated
indenture, as described in Description of the Comerica
Debt Securities and Comerica GuaranteeModification and
Waiver;
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exercise any right to rescind or annul a declaration that the
principal of all the junior subordinated debt securities shall
be due and payable; or
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consent to any amendment, modification or termination of the
junior subordinated indenture or the corresponding subordinated
debt securities, where the consent shall be required,
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without, in each case, obtaining the prior approval of the
holders of a majority in aggregate liquidation amount of all
outstanding capital securities.
However, where a consent under the junior subordinated indenture
would require the consent of each holder of the affected
corresponding junior subordinated debt securities, no consent
shall be given by the property trustee without the prior consent
of each holder of the corresponding capital securities. The
Comerica Capital Trustees shall not revoke any action
62
previously authorized or approved by a vote of the holders of
the capital securities except by subsequent vote of the holders
of the capital securities. The property trustee shall notify
each holder of capital securities of any notice of default with
respect to the corresponding junior subordinated debt
securities. In addition to obtaining these approvals of the
holders of the capital securities, prior to taking any of these
actions, the Comerica Capital Trustees shall obtain an opinion
of counsel to the effect that the Comerica Capital Trust will
not be classified as an association taxable as a corporation for
U.S. Federal income tax purposes on account of that action.
Any required approval or action of holders of capital securities
may be given or taken at a meeting of holders of capital
securities convened for that purpose or pursuant to written
consent. The property trustee will cause a notice of any meeting
at which holders of capital securities are entitled to vote to
be given to each holder of record of capital securities.
No vote or consent of the holders of capital securities will be
required for a Comerica Capital Trust to redeem and cancel its
capital securities in accordance with the applicable trust
agreement.
Even though the holders of capital securities are entitled to
vote or consent under any of the circumstances described above,
any of the capital securities that are owned by Comerica, the
Comerica Capital Trustees or any affiliate of Comerica or any
Comerica Capital Trustees shall, for purposes of the vote or
consent, be treated as if they were not outstanding.
Global capital
securities
The capital securities of a Comerica Capital Trust may be
issued, in whole or in part, in the form of one or more global
capital securities that will be deposited with, or on behalf of,
the depositary. The depositary and the specific terms of the
depositary arrangement with respect to the capital securities of
a Comerica Capital Trust will be described in the applicable
prospectus supplement.
Payment and
paying agency
Payments of distributions in respect of the capital securities
shall be made to the depositary, which shall credit the relevant
accounts at the depositary on the applicable distribution dates.
However, if any Comerica Capital Trusts capital securities
are not held by the depositary, these payments shall be made by
check mailed to the address of the holder entitled to the
payments as it shall appear on the register of the Comerica
Capital Trust.
Unless otherwise set forth in the applicable prospectus
supplement, the paying agent shall initially be The Bank of New
York and any co-paying agent chosen by The Bank of New York and
acceptable to the administrative trustees and Comerica. The
paying agent shall be permitted to resign as paying agent upon
30 days written notice to the administrative
trustees, the property trustee and Comerica. If The Bank of New
York shall no longer be the paying agent, the administrative
trustees shall appoint a successor, which shall be a bank or
trust company acceptable to the administrative trustees and
Comerica, to act as paying agent.
Registrar and
transfer agent
The registrar and transfer agent for the capital securities will
be named in the applicable prospectus supplement.
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Registration of transfers and exchanges of capital securities
will be effected without charge by or on behalf of each Comerica
Capital Trust. However, the holders must pay any tax or other
governmental charges that may be imposed in connection with any
transfer or exchange. The Comerica Capital Trusts will not be
required to register or cause to be registered the transfer of
their capital securities after the capital securities have been
called for redemption.
Information
concerning the property trustee
The property trustee undertakes to perform only those duties
specifically set forth in each trust agreement. However, the
property trustee must exercise the same degree of care as a
prudent person would exercise in the conduct of his or her own
affairs. Subject to the preceding sentence, the property trustee
is under no obligation to exercise any of the powers vested in
it by the applicable trust agreement at the request of any
holder of capital securities unless it is offered indemnity
reasonably satisfactory to it against the costs, expenses and
liabilities that it might incur. If, in performing its duties
under the trust agreement, the property trustee is required to
decide between alternative causes of action, construe ambiguous
provisions in the applicable trust agreement or is unsure of the
application of any provision of the applicable trust agreement,
and the matter is not one on which holders of capital securities
are entitled under the trust agreement to vote, then the
property trustee shall take the action as is directed by
Comerica. Otherwise, the property trustee shall take the action
as it deems advisable and in the best interests of the holders
of the trust securities and will have no liability except for
its own bad faith, negligence or willful misconduct.
Administrative
trustees
The administrative trustees are authorized and directed to
conduct the affairs of and to operate the Comerica Capital
Trusts in such a way that:
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no Comerica Capital Trust will be deemed to be an
investment company required to be registered under
the Investment Company Act or classified as an association
taxable as a corporation for U.S. Federal income tax
purposes; and
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the corresponding junior subordinated debt securities will be
treated as indebtedness of Comerica for U.S. Federal income
tax purposes.
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In this regard, Comerica and the administrative trustees are
authorized to take any action not inconsistent with applicable
law, the certificate of trust of each Comerica Capital Trust or
each trust agreement, that Comerica and the administrative
trustees determine, in their discretion, to be necessary or
desirable for these purposes, as long as the action does not
materially adversely affect the interests of the holders of the
related capital securities.
Capital
securities guarantees
Concurrently with the issuance by each Comerica Capital Trust of
its capital securities, we will execute and deliver a capital
securities guarantee for the benefit of the holders of the
capital securities. The guarantee trustee acting under each
capital securities guarantee for the purposes of compliance with
the Trust Indenture Act will be named in the applicable
prospectus supplement, and each capital securities guarantee
will be qualified as an indenture under the Trust Indenture Act.
64
The following is a summary of the material provisions of the
capital securities guarantees. You should refer to the form of
capital securities guarantee and the Trust Indenture Act for
more complete information regarding the provisions of each
capital securities guarantee. The form of the capital securities
guarantee has been filed as an exhibit to the registration
statement of which this prospectus is a part. Reference in this
summary to capital securities means the Comerica Capital
Trusts capital securities to which the capital securities
guarantee relates. The guarantee trustee will hold each capital
securities guarantee for the benefit of the holders of the
related Comerica Capital Trusts capital securities.
General
We will irrevocably agree to pay in full on a subordinated
basis, to the extent described below, the guarantee payments,
without duplication of amounts previously paid by or on behalf
of the Comerica Capital Trust, to the holders of the capital
securities as and when due, regardless of any defense, right of
setoff or counterclaim that the Comerica Capital Trust may have
or assert other than the defense of payment. The following
payments with respect to the capital securities, to the extent
not paid by or on behalf of the related Comerica Capital Trust,
are referred to in this prospectus as the guarantee payments:
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any accrued and unpaid distributions required to be paid on the
capital securities, to the extent that the Comerica Capital
Trust has funds available for payment at that time;
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the redemption price, including all accrued and unpaid
distributions to the redemption date, with respect to any
capital securities called for redemption, to the extent that the
Comerica Capital Trust has funds available for payment at that
time; and
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upon a voluntary or involuntary dissolution, winding up or
liquidation of the Comerica Capital Trust, unless the
corresponding junior subordinated debt securities are
distributed to holders of the capital securities, the lesser of:
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the liquidation distribution, to the extent the Comerica Capital
Trust has funds available for payment at that time; and
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the amount of assets of the Comerica Capital Trust remaining
available for distribution to holders of capital securities.
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Our obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by us to the holders of
the capital securities or by causing the Comerica Capital Trust
to pay these amounts to the holders.
A capital securities guarantee will not apply to any payment of
distributions except to the extent a Comerica Capital Trust
shall have funds available for such payments. If we do not make
interest payments on the junior subordinated debt securities
purchased by a Comerica Capital Trust, such Comerica Capital
Trust will not pay distributions on the capital securities and
will not have funds available for such payments. See
Status of the Capital Securities Guarantees.
Because we are a holding company, our rights to participate in
the assets of any of our subsidiaries upon the subsidiarys
liquidation or reorganization will be subject to the prior
claims of the subsidiarys creditors except to the extent
that we may ourselves be a creditor with recognized claims
against the subsidiary. Except as otherwise described in the
applicable prospectus supplement, the capital securities
guarantees do not limit the incurrence or issuance by us of
other secured or unsecured debt.
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Our obligations under the capital securities guarantee, the
junior subordinated indenture, including our guarantee of the
subordinated junior debt securities, and the expense agreement
described below, taken together, constitute a full, irrevocable
and unconditional guarantee by us of payments due on the capital
securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents
constitute this guarantee. It is only the combined operation of
these documents that has the effect of providing a full,
irrevocable and unconditional guarantee of the Comerica Capital
Trusts obligations under the capital securities. See
Comerica Capital Trusts, Description of
Capital Securities, and Description of Debt
Securities.
We will also agree to guarantee the obligations of each Comerica
Capital Trust with respect to the common securities issued by
the Comerica Capital Trust to the same extent as under the
capital securities guarantee. However, if an event of default
under the subordinated indenture has occurred and is continuing,
the holders of capital securities under the capital securities
guarantee will have priority over the holders of the common
securities under the common securities guarantee with respect to
distributions and payments on liquidation, redemption or
otherwise.
Status of the
capital securities guarantees
Each capital securities guarantee will constitute our unsecured
obligation and will rank subordinate and junior in right of
payment to all our other liabilities in the same manner as the
junior subordinated debt securities as set forth in the junior
subordinated indenture.
Each capital securities guarantee will rank equally with all
other similar capital securities guarantees issued by us on
behalf of holders of capital securities of any other Comerica
Capital Trust or any trust, partnership or other entity
affiliated with us which is a financing vehicle of ours or any
affiliate of ours in connection with the issuance by the entity
of capital securities or other similar securities that are
guaranteed by us pursuant to an instrument that ranks equally
with or junior in right of payment to the capital securities
guarantee. (Section 6.3). Each capital securities guarantee
will constitute a guarantee of payment and not of collection,
which means that the guaranteed party may generally institute a
legal proceeding directly against us to enforce its rights under
the capital securities guarantee without first instituting a
legal proceeding against any other person or entity, including
the applicable Comerica Capital Trust.
No capital securities guarantee will be discharged except by
payment of the guarantee payments in full to the extent not paid
by the Comerica Capital Trust or upon distribution to the
holders of the capital securities of the corresponding junior
subordinated debt securities. None of the capital securities
guarantees places a limitation on the amount of additional
indebtedness that may be incurred by us. We expect from time to
time to incur additional indebtedness that will rank senior to
the capital securities guarantees.
Amendments and
assignment
No capital securities guarantee may be amended without the prior
approval of the holders of not less than a majority of the
aggregate liquidation amount of the applicable outstanding
capital securities, except with respect to any changes which do
not materially adversely affect the rights of holders of the
related capital securities, in which case no consent will be
required. All guarantees and agreements contained in each
capital securities guarantee will bind our successors and
assigns and will inure to the benefit of the holders of the
related capital
66
securities. We may not assign our obligations under the capital
securities guarantee except in connection with a consolidation,
amalgamation or merger or conveyance, transfer or lease that is
permitted under the subordinated indenture and under which the
person formed by the consolidation or amalgamation or into which
we are merged or which acquires or leases our properties and
assets agrees in writing to perform our obligations under the
capital securities guarantee.
Events of
default
An event of default under each capital securities guarantee will
occur upon our failure to perform any of our payment or other
obligations under the capital securities guarantee. The holders
of not less than a majority in aggregate liquidation amount of
the related capital securities have the right to direct the
time, method and place of conducting any proceeding for any
remedy available to the guarantee trustee or to direct the
exercise of any trust or power conferred upon the guarantee
trustee.
Any holder of the capital securities may institute a legal
proceeding directly against us to enforce its rights under the
capital securities guarantee without first instituting a legal
proceeding against the Comerica Capital Trust, the guarantee
trustee or any other person or entity.
We, as guarantor, are required to file annually with the
guarantee trustee a certificate as to whether or not Comerica is
in compliance with all the conditions and covenants applicable
to it under the capital securities guarantee.
Information
concerning the guarantee trustee
The guarantee trustee, other than during the occurrence and
continuance of a default by us in performance of any capital
securities guarantee, undertakes to perform only the duties
specifically set forth in each capital securities guarantee.
After default with respect to any capital securities guarantee,
the guarantee trustee must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct
of his or her own affairs. Subject to the preceding sentence,
the guarantee trustee is under no obligation to exercise any of
the powers vested in it by any capital securities guarantee at
the request of any holder of any capital securities unless it is
offered reasonable indemnity against the costs, expenses, and
liabilities that it might incur.
Termination of
the capital securities guarantees
A capital securities guarantee will terminate upon:
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full payment of the redemption price of the related capital
securities;
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the distribution of the corresponding junior subordinated debt
securities to the holders of the related capital
securities; or
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upon full payment of the amounts payable upon liquidation of the
related Comerica Capital Trust.
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Each capital securities guarantee will continue to be effective
or will be reinstated if, at any time, any holder of the related
capital securities must restore payment of any sums paid with
respect to the capital securities or the capital securities
guarantee.
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New York law to
govern
Each capital securities guarantee will be governed by and
construed in accordance with the laws of the State of New York.
The expense
agreement
Pursuant to the expense agreement entered into by us under each
trust agreement, we will irrevocably and unconditionally
guarantee to each person or entity to whom a Comerica Capital
Trust becomes indebted or liable, the full payment of any costs,
expenses or liabilities of the Comerica Capital Trust, other
than obligations of the Comerica Capital Trust to pay to the
holders of the capital securities or other similar interests in
the Comerica Capital Trust of the amounts due them pursuant to
the terms of the capital securities or other similar interests,
as the case may be.
Plan of
distribution
Comerica may offer the offered securities in one or more of the
following ways from time to time:
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to or through underwriters or dealers;
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by itself directly;
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through agents; or
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through a combination of any of these methods of sale.
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Any such underwriters, dealers or agents may include any
broker-dealer subsidiary of Comerica.
The prospectus supplement relating to an offering of offered
securities will set forth the terms of such offering, including:
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the name or names of any underwriters, dealers or agents;
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the purchase price of the offered securities and the proceeds to
Comerica from such sale;
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any underwriting discounts and commissions or agency fees and
other items constituting underwriters or agents
compensation;
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the initial public offering price;
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any discounts or concessions to be allowed or reallowed or paid
to dealers; and
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any securities exchanges on which such offered securities may be
listed.
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Any initial public offering prices, discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time.
In compliance with the guidelines of the National Association of
Securities Dealers, Inc., the maximum discount or commission to
be received by any NASD member or independent broker-dealer may
not exceed 8% of the aggregate amount of the securities offered
pursuant to this prospectus and any applicable prospectus
supplement; however, it is anticipated that the
68
maximum commission or discount to be received in any particular
offering of securities will be significantly less than this
amount.
If underwriters are used in an offering of offered securities,
such offered securities will be acquired by the underwriters for
their own account and may be resold from time to time in one or
more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale. The securities may be offered either to the public
through underwriting syndicates represented by one or more
managing underwriters or by one or more underwriters without a
syndicate. Unless otherwise specified in connection with a
particular offering of securities, the underwriters will not be
obligated to purchase offered securities unless specified
conditions are satisfied, and if the underwriters do purchase
any offered securities, they will purchase all offered
securities.
In connection with underwritten offerings of the offered
securities and in accordance with applicable law and industry
practice, underwriters may over-allot or effect transactions
that stabilize, maintain or otherwise affect the market price of
the offered securities at levels above those that might
otherwise prevail in the open market, including by entering
stabilizing bids, effecting syndicate covering transactions or
imposing penalty bids, each of which is described below.
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A stabilizing bid means the placing of any bid, or the effecting
of any purchase, for the purpose of pegging, fixing or
maintaining the price of a security.
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A syndicate covering transaction means the placing of any bid on
behalf of the underwriting syndicate or the effecting of any
purchase to reduce a short position created in connection with
the offering.
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A penalty bid means an arrangement that permits the managing
underwriter to reclaim a selling concession from a syndicate
member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in
syndicate covering transactions.
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These transactions may be effected on the NYSE, in the
over-the-counter
market, or otherwise. Underwriters are not required to engage in
any of these activities, or to continue such activities if
commenced.
If dealers are utilized in the sale of offered securities,
Comerica will sell such offered securities to the dealers as
principals. The dealers may then resell such offered securities
to the public at varying prices to be determined by such dealers
at the time of resale. The names of the dealers and the terms of
the transaction will be set forth in the prospectus supplement
relating to that transaction.
Offered securities may be sold directly by Comerica to one or
more institutional purchasers, or through agents designated by
Comerica from time to time, at a fixed price or prices, which
may be changed, or at varying prices determined at the time of
sale. Any agent involved in the offer or sale of the offered
securities in respect of which this prospectus is delivered will
be named, and any commissions payable by Comerica to such agent
will be set forth, in the prospectus supplement relating to that
offering. Unless otherwise specified in connection with a
particular offering of securities, any such agent will be acting
on a best efforts basis for the period of its appointment.
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As one of the means of direct issuance of offered securities,
Comerica may utilize the services of an entity through which it
may conduct an electronic dutch auction or similar
offering of the offered securities among potential purchasers
who are eligible to participate in the auction or offering of
such offered securities, if so described in the applicable
prospectus supplement.
If so indicated in the applicable prospectus supplement,
Comerica will authorize agents, underwriters or dealers to
solicit offers from certain types of institutions to purchase
offered securities from Comerica at the public offering price
set forth in such prospectus supplement pursuant to delayed
delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject
only to those conditions set forth in the prospectus supplement
and the prospectus supplement will set forth the commission
payable for solicitation of such contracts.
The broker-dealer subsidiaries of Comerica, including Comerica
Securities, Inc., are members of the NASD and may participate in
distributions of the offered securities. Accordingly, offerings
of offered securities in which Comericas broker-dealer
subsidiaries participate will conform with the requirements set
forth in Rule 2720 of the Conduct Rules of the NASD.
This prospectus, together with any applicable prospectus
supplement, may also be used by any broker-dealer subsidiary of
Comerica in connection with offers and sales of the offered
securities in market-making transactions, including block
positioning and block trades, at negotiated prices related to
prevailing market prices at the time of sale. Any of
Comericas broker-dealer subsidiaries may act as principal
or agent in such transactions. None of Comericas
broker-dealer subsidiaries have any obligation to make a market
in any of the offered securities and may discontinue any
market-making activities at any time without notice, at its sole
discretion.
One or more dealers, referred to as remarketing
firms, may also offer or sell the securities, if the
prospectus supplement so indicates, in connection with a
remarketing arrangement contemplated by the terms of the
securities. Remarketing firms will act as principals for their
own accounts or as agents. The prospectus supplement will
identify any remarketing firm and the terms of its agreement, if
any, with Comerica and will describe the remarketing firms
compensation. Remarketing firms may be deemed to be underwriters
in connection with the remarketing of the securities.
Underwriters, dealers and agents may be entitled, under
agreements with Comerica, to indemnification by Comerica
relating to material misstatements and omissions. Underwriters,
dealers and agents may be customers of, engage in transactions
with, or perform services for, Comerica and affiliates of
Comerica in the ordinary course of business.
Except for securities issued upon a reopening of a previous
series, each series of offered securities will be a new issue of
securities and will have no established trading market. Any
underwriters to whom offered securities are sold for public
offering and sale may make a market in such offered securities,
but such underwriters will not be obligated to do so and may
discontinue any market making at any time without notice. The
offered securities may or may not be listed on a securities
exchange. No assurance can be given that there will be a market
for the offered securities.
70
ERISA
considerations
A fiduciary of a pension, profit-sharing or other employee
benefit plan governed by the Employee Retirement Income Security
Act of 1974, as amended (ERISA), should consider the
fiduciary standards of ERISA in the context of the ERISA
plans particular circumstances before authorizing an
investment in the offered securities of Comerica. Among other
factors, the fiduciary should consider whether such an
investment is in accordance with the documents governing the
ERISA plan and whether the investment is appropriate for the
ERISA plan in view of its overall investment policy and
diversification of its portfolio.
Certain provisions of ERISA and the Internal Revenue Code of
1986, as amended (the Code), prohibit employee
benefit plans (as defined in Section 3(3) of ERISA) that
are subject to Title I of ERISA, plans described in
Section 4975(e)(1) of the Code (including, without
limitation, retirement accounts and Keogh Plans), and entities
whose underlying assets include plan assets by reason of a
plans investment in such entities (including, without
limitation, as applicable, insurance company general accounts),
from engaging in certain transactions involving plan
assets with parties that are parties in
interest under ERISA or disqualified persons
under the Code with respect to the plan or entity. Governmental
and other plans that are not subject to ERISA or to the Code may
be subject to similar restrictions under state, federal or local
law. Any employee benefit plan or other entity, to which such
provisions of ERISA, the Code or similar law apply, proposing to
acquire the offered securities should consult with its legal
counsel.
Comerica has subsidiaries, including insurance company
subsidiaries and broker-dealer subsidiaries, that provide
services to many employee benefit plans. Comerica and any such
direct or indirect subsidiary of Comerica may each be considered
a party in interest and a disqualified
person to a large number of plans. A purchase of offered
securities of Comerica by any such plan would be likely to
result in a prohibited transaction between the plan and Comerica.
Accordingly, unless otherwise provided in connection with a
particular offering of securities, offered securities may not be
purchased, held or disposed of by any plan or any other person
investing plan assets of any plan that is subject to
the prohibited transaction rules of ERISA or Section 4975
of the Code or other similar law, unless one of the following
Prohibited Transaction Class Exemptions (PTCE)
issued by the Department of Labor or a similar exemption or
exception applies to such purchase, holding and disposition:
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PTCE 96-23
for transactions determined by in-house asset managers,
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PTCE 95-60
for transactions involving insurance company general accounts,
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PTCE 91-38
for transactions involving bank collective investment funds,
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PTCE 90-1
for transactions involving insurance company separate
accounts, or
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PTCE 84-14
for transactions determined by independent qualified
professional asset managers.
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Unless otherwise provided in connection with a particular
offering of securities, any purchaser of the offered securities
or any interest therein will be deemed to have represented and
warranted to Comerica on each day including the date of its
purchase of the offered securities through and including the
date of disposition of such offered securities that either:
(a) it is not a plan subject to Title I of ERISA or
Section 4975 of the Code and is not purchasing such
securities or interest therein on behalf of, or with plan
assets of, any such plan;
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(b) its purchase, holding and disposition of such
securities are not and will not be prohibited because they are
exempted by one or more of the following prohibited transaction
exemptions:
PTCE 96-23,
95-60,
91-38,
90-1 or
84-14; or
(c) it is a governmental plan (as defined in section 3
of ERISA) or other plan that is not subject to the provisions of
Title I of ERISA or Section 4975 of the Code and its
purchase, holding and disposition of such securities are not
otherwise prohibited.
Due to the complexity of these rules and the penalties imposed
upon persons involved in prohibited transactions, it is
important that any person considering the purchase of the
offered securities with plan assets consult with its counsel
regarding the consequences under ERISA and the Code, or other
similar law, of the acquisition and ownership of offered
securities and the availability of exemptive relief under the
class exemptions listed above.
Legal
matters
In connection with particular offerings of the securities in the
future, the validity of those securities, other than capital
securities, will be passed upon for Comerica by Mayer, Brown,
Rowe & Maw LLP, legal counsel to Comerica, or one of
Comericas lawyers named in the applicable prospectus
supplement. The validity of the capital securities will be
passed upon for Comerica Capital Trusts by special Delaware
counsel, Richards, Layton & Finger, P.A., Wilmington,
Delaware. Notwithstanding the foregoing, Mayer, Brown,
Rowe & Maw LLP, Chicago, Illinois, may act as legal
counsel to the underwriters, agents or dealers. In addition to
the above reference, Mayer, Brown, Rowe & Maw LLP has
from time to time acted as counsel for Comerica and its
subsidiaries and may do so in the future.
Experts
The consolidated financial statements of Comerica Incorporated
as of December 31, 2005 and 2004, and for each of the three
years ended December 31, 2005, included in Comerica
Incorporateds Current Report on
Form 8-K
filed with the Securities and Exchange Commission on
November 14, 2006, and Comerica Incorporated
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2005
incorporated by reference in Comerica Incorporateds Annual
Report on
Form 10-K
for the year ended December 31, 2005, have been audited by
Ernst & Young LLP, independent registered public
accounting firm, as set forth in their reports thereon,
incorporated by reference therein, and incorporated herein by
reference. Such consolidated financial statements and
managements assessment are incorporated herein by
reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
Where you can
find more information
As required by the Securities Act of 1933, Comerica filed a
registration statement relating to the securities offered by
this prospectus with the Securities and Exchange Commission.
This prospectus is a part of that registration statement, which
includes additional information.
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Comerica files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and
copy any document Comerica files at the SECs public
reference room in Washington, D.C. You can also request
copies of the documents, upon payment of a duplicating fee, by
writing the Public Reference Section of the SEC. Please call the
SEC at
1-800-SEC-0330
for further information on the public reference room. These SEC
filings are also available to the public from the SECs web
site at http://www.sec.gov. Comerica maintains an Internet
website at www.comerica.com where the Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
Current Reports on
Form 8-K
and all amendments to those reports are available without
charge, as soon as reasonably practicable after those reports
are filed with or furnished to the U.S. Securities and
Exchange Commission. The Code of Business Conduct and Ethics for
Employees, the Code of Business Conduct and Ethics for Members
of the Board of Directors and the Senior Financial Officer Code
of Ethics adopted by Comerica are also available on the Internet
website and are available in print to any shareholder who
requests them. Such requests should be made in writing to the
Corporate Secretary at Comerica Incorporated, Comerica Tower at
Detroit Center, 500 Woodward Avenue, MC 3381, Detroit, Michigan
48226.
The SEC allows Comerica to incorporate by reference
the information it files with the SEC, which means that it can
disclose important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus. Information that
Comerica files later with the SEC will automatically update
information in this prospectus. In all cases, you should rely on
the later information over different information included in
this prospectus or the prospectus supplement. Comerica
incorporates by reference the documents listed below and any
future filings made with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934:
(a) Annual Report on
Form 10-K
for the year ended December 31, 2005, with the exception of
the following items, which are superseded by, and included in,
the Current Report on
Form 8-K
filed on November 14, 2006:
i) Item 6. Selected Financial Data,
ii) Item 7. Managements Discussion and Analysis
of Financial Condition and Results of Operations,
iii) Item 7A. Quantitative and Qualitative Disclosures
About Market Risk,
iv) Item 8. Financial Statements and Supplementary
Data;
(b) Quarterly Reports on
Form 10-Q
for the quarters ended March 31, 2006, June 30, 2006
and September 30, 2006;
(c) Current Reports on
Form 8-K
filed on October 19, 2006, November 13, 2006, two
separate filings on November 14, 2006 and the Current
Report on
Form 8-K
furnished on January 18, 2007; and
(d) The description of Comericas common stock set
forth in Comericas registration statement on
Form S-4/A
filed December 14, 2000 (Commission File
Number 333-51042),
and any amendment or report filed with the SEC for the purpose
of updating that description.
All documents Comerica files pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
prospectus and before the later of (1) the completion of
the offering of the securities described in this prospectus and
(2) the date Comerica stops offering securities
73
pursuant to this prospectus shall be incorporated by reference
in this prospectus from the date of filing of such documents.
You should rely only on the information provided in this
prospectus, the prospectus supplement and any applicable pricing
supplement, as well as the information incorporated by
reference. Comerica is not making an offer of these securities
in any jurisdiction where the offer is not permitted. You should
not assume that the information in this prospectus, the
prospectus supplement, any applicable pricing supplement or any
documents incorporated by reference is accurate as of any date
other than the date of the applicable document.
The Comerica
Capital Trusts
There are no separate financial statements of the Comerica
Capital Trusts in this prospectus. Comerica does not believe the
financial statements would be helpful to the holders of the
capital securities of the Comerica Capital Trusts because:
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Comerica, a reporting company under the Exchange Act, will
directly or indirectly own all of the voting securities of each
Comerica Capital Trust;
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neither of the Comerica Capital Trusts has any independent
operations or proposes to engage in any activity other than
issuing securities representing undivided beneficial interests
in the assets of such Comerica Capital Trust and investing the
proceeds in subordinated debt securities issued by
Comerica; and
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the obligations of each Comerica Capital Trust under the capital
securities will be fully and unconditionally guaranteed by
Comerica. See Description of Capital Securities
Guarantees.
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Neither of the Comerica Capital Trusts is currently subject to
the information reporting requirements of the Exchange Act. Each
Comerica Capital Trust will be exempt from these requirements
following the effectiveness of the registration statement that
contains this prospectus.
74
$150,000,000
Comerica Incorporated
Floating Rate Senior Notes due
2010
PROSPECTUS SUPPLEMENT
Joint Book-Running Managers
Banc of America Securities
LLC
Barclays Capital
Comerica Securities
Sandler ONeill +
Partners, L.P.
,
2007