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| CMA > SEC Filings for CMA > Form 8-K on 11-Sep-2009 | All Recent SEC Filings |
11-Sep-2009
Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Fin
Comerica maintains the Comerica Incorporated Preferred Savings Plan, including its Defined Contribution Feature (collectively, the "401(k) Plan"), and one of the investments in the 401(k) Plan is common stock of Comerica, par value $5.00 per share ("Comerica Common Stock"), which is held through a Comerica Common Stock fund (the "Comerica Stock Fund"). Under the 401(k) Plan, the Comerica Stock Fund has been generally frozen to new investments since September 16, 2008 (other than the continuing reinvestment of cash dividends on Comerica Stock Fund investments that existed prior to September 16, 2008).
In order to transition the administrative record-keeping of the 401(k) Plan from
the current service provider to a new service provider, Great-West Retirement
Services, a "blackout period" will be imposed on transactions involving the
Comerica Stock Fund under the 401(k) Plan. During the blackout period, account
files will be moved to the new service provider, processed and verified for
accuracy. During the blackout period, participants in the 401(k) Plan will be
temporarily unable, among other things, to change investment elections and fund
allocations in the 401(k) Plan with respect to the Comerica Stock Fund, to take
distributions (including final distributions) of amounts invested in the
Comerica Stock Fund under the 401(k) Plan, and to take loans of money invested
in the Comerica Stock Fund under the 401(k) Plan. The blackout period for the
401(k) Plan is expected to begin during the calendar week of October 11, 2009
and is expected to end during the calendar week of November 8, 2009. The
Company received a notice under section 101(i)(2)(E) of the Employment
Retirement Income Security Act of 1974 with respect to the blackout period on
September 10, 2009.
As a result of the foregoing, on September 11, 2009, the Company sent a notice
to its directors and executive officers informing them of the blackout period,
during which time they will be prohibited from engaging in certain transactions
in equity securities of the Company (the "Notice"). The Notice was provided to
the Company's directors and executive officers pursuant to the requirements of
Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and
Exchange Commission's Regulation BTR. A copy of the Notice is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference
herein.
The individuals designated to respond to inquiries regarding the blackout period are Jon Bilstrom, Executive Vice President, Governance, Regulatory Relations and Legal Affairs, Comerica Incorporated, 1717 Main Street, MC 6404, Dallas, Texas, 75201, Telephone: (214) 462-4447 or Nicole Gersch, Senior Vice President and General Counsel, Corporate Finance and Securities, Comerica Incorporated, 1717 Main Street, MC 6506, Dallas, Texas, 75201, Telephone: (214) 462-4302. During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the blackout period by contacting either of the above individuals.
(d) Exhibits
99.1 Notice of Blackout Period to Directors and Executive Officers of Comerica Incorporated dated September 11, 2009.
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