UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 2010
CAPITOL BANCORP LTD.
(Exact Name of Registrant as Specified in its Charter)
____________________________
Michigan (State or other jurisdiction of incorporation) | 001-31708 (Commission File No.) | 38-2761672 (IRS Employer Identification No.) |
Capitol Bancorp Center
200 Washington Square North, Lansing, Michigan 48933
(Address of Principal Executive Offices) (Zip Code)
(517) 487-6555
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Capitol Bancorp Ltd. announced today that it has extended its pending offer to exchange up to 2,908,200 shares of its common stock, no par value per share, for any and all of its outstanding 10.50% trust preferred securities (the “Trust Preferred Securities”) of Capitol Trust XII, a statutory trust formed under the laws of the State of Delaware. The offer commenced on May 28, 2010. The exchange offer was previously scheduled to expire at 11:59 p.m., Michigan time, on August 31, 2010, and has been extended until 11:59 p.m., Michigan time, on September 22, 2010, in order to give holders of the Trust Preferred Securities adequate time and opportunity to assess the proposed transaction and if necessary, to complete the appropriate documentation associated with the exchange.
As of the close of business on August 31, 2010, of the 1,454,100 outstanding trust preferred securities of Capitol Trust XII, 455,364 had been tendered.
Capitol also announced that it has extended the Consent Solicitation relating to amendments to certain provisions of the Indenture, dated as of December 18, 1997, as supplemented by the First Supplemental Indenture, dated as of July 31, 2009, by and between Capitol and The Bank of New York Mellon Trust Company, N.A., as trustee, and to the Guarantee Agreement dated as of December 17, 1997 by and between Capitol and the Trustee, as amended on July 31, 2009 pursuant to which the 8.50% Cumulative Trust Preferred Securities due 2027 of Capitol Trust I, a Delaware statutory trust, were issued, upon the terms and subject to the conditions set out in the Consent Solicitation Statement. The Consent Solicitation was previously scheduled to expire at 5:00 p.m., Michigan time on August 31, 2010, and has been extended until 5:00 p .m., Michigan time on September 22, 2010. As of the close of business on August 31, 2010, of the 2,530,000 outstanding trust preferred securities of Capitol Trust I, 293,807 had consented for the proposed amendment to the Indenture and 293,751 had consented for the proposed amendment to the Guarantee Agreement.
Capitol Bancorp Ltd.’s announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit No. | Description |
| 99.1 | Press release issued by Capitol Bancorp Ltd. on September 1, 2010 announcing the extension of the offer to exchange and consent solicitation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 1, 2010 | CAPITOL BANCORP LTD. (Registrant) By: /s/ Cristin K. Reid Name: Cristin K. Reid Title: Corporate President |
| Exhibit No. | Description |
| 99.1 | Press release issued by Capitol Bancorp Ltd. on September 1, 2010 announcing the extension of the offer to exchange and consent solicitation. |