This Issuer Free Writing Prospectus supersedes the Issuer Free Writing Prospectus previously filed on July 1, 2008 in order to correct the amount of Net Proceeds to Issuer listed below.
Issuer Free Writing Prospectus
Filed by Capitol Bancorp Ltd.
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement on Form S-3: No. 333-151111 and No. 333-151111-04
July 1, 2008
Summary of Terms
Capitol Trust XII
10.50% Trust Preferred Securities
Liquidation Amount $10 per security
Fully unconditionally guaranteed, as described in the prospectus, by
Capitol Bancorp Ltd.
Increase in Trust Preferred Securities Being Offered
We have increased the number of Trust Preferred Securities that we are offering from 3,000,000 Trust Preferred Securities, as stated in our preliminary prospectus supplement, to 3,350,000 Trust Preferred Securities. In addition, we have increased the number of Trust Preferred Securities that are subject to the underwriters’ over-allotment option from 450,000 Trust Preferred Securities, to 502,500 Trust Preferred Securities. Additional terms of the Trust Preferred Securities are set forth below:
Issuer: |
| Capitol Trust XII |
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Guarantor: |
| Capitol Bancorp Ltd. |
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Description: |
| 10.50% Trust Preferred Securities |
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Expected Ratings: |
| The Trust Preferred Securities are not expected to be rated. |
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Trade Date: |
| June 30, 2008 |
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Settlement Date: |
| July 7, 2008 |
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Amount: |
| $33,500,000 (representing 3,350,000 Trust Preferred Securities) |
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Overallotment Option: |
| $5,025,000 (representing 502,500 Trust Preferred Securities) |
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Maturity Date: |
| September 30, 2038 |
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Interest Payment Dates: |
| Quarterly on March 31, June 30, September 30, and December 31 beginning September 30, 2008 |
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Deferral Provisions: |
| Interest payments may be deferred for up to 20 consecutive quarterly interest payment dates on the terms set forth in the prospectus |
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Redemption of the Debentures: |
| At the Issuer’s option, the Debentures may be redeemed at 100% of their liquidation amount all or in part at any time on or after September 30, 2013, plus accrued and unpaid distributions to the date of redemption |
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Issue Price: |
| $10 per Trust Preferred Security |
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Gross Proceeds: |
| $33,500,000 |
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Net Proceeds to Issuer: |
| $32,235,000, after underwriting expenses and commissions |
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Trust Preferred Securities to be purchased by affiliates of Capitol Bancorp Ltd. (including state-chartered bank subsidiaries): |
| $24,600,000 |
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Use of Proceeds: |
| Bank development, support continued growth, and for general corporate purposes |
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Listing/Ticker: |
| New York Stock Exchange/CBC PrB |
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CUSIP/ISIN: |
| 14065D 203 / US14065D2036 |
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Lead Managing Underwriter: |
| Howe Barnes Hoefer & Arnett, Inc. |
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Co-Managing Underwriters: |
| Keefe, Bruyette & Woods; Sandler O’Neill & Partners LP |
Capital Trust XII and Capitol Bancorp Ltd. have filed a registration statement (including a prospectus and prospectus supplement) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and the other documents Capitol Trust XII and Capitol Bancorp Ltd. have filed with the SEC for more complete information about Capital Trust XII, Capitol Bancorp Ltd., and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. The file number for the registration statement is 333-151111. Alternatively, you can request the prospectus by calling your sales representative at 1-800-800-4693.