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): June 22, 2012
CAPITOL BANCORP LIMITED
(Exact name of registrant as specified in its charter)
| Michigan | 001-31708 | 38-2761672 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| Capitol Bancorp Center | ||||
| 200 N. Washington Sq., Lansing, MI | ||||
| (Address of principal executive offices) | ||||
| 48933 | ||||
| (Zip Code) | ||||
517-487-6555
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o 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)) |
Item 7.01 Regulation FD Disclosure.
On June 22, 2012, Capitol Bancorp Ltd. (“Capitol”) announced that it has commenced a voluntary restructuring plan, which includes exchange offers for holders of its trust preferred securities, unsecured capital notes and Series A preferred stock, and a concurrent solicitation of votes on an in-court standby prepackaged joint plan of reorganization. The initiative is designed to facilitate Capitol’s objective of converting existing debt to equity, and includes the opportunity to preserve Capitol’s substantial deferred tax assets.
Capitol is electing to furnish under Item 7.01 the information contained in the Confidential Out-of-Court Exchange Offering Memorandum and Solicitation of Consents and Disclosure Statement and Solicitation of Votes Related to a Prepackaged Joint Plan of Reorganization (“Offering Memorandum and Disclosure Statement”). The press release announcing the restructuring plan is set forth as Exhibit 99.1 and the Offering Memorandum and Disclosure Statement is set forth as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Form 8-K that is furnished under this “Item 7.01 Regulation FD Disclosure” and the related Exhibits 99.1, 99.2 and 99.3 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release Dated June 22, 2012 |
| 99.2 | Confidential Out-of-Court Exchange Offering Memorandum and Solicitation of Consents and Disclosure Statement and Solicitation of Votes Related to a Prepackaged Joint Plan of Reorganization |
| 99.3 | Form of Ballots |
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.
| CAPITOL BANCORP LTD. | ||||
| Date: June 22, 2012 | By: | /s/ Cristin K. Reid | ||
| Cristin K. Reid | ||||
| Corporate President | ||||
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EXHIBIT INDEX
Exhibit
Number Description
| 99.1 | Press Release Dated June 22, 2012 |
| 99.2 | Confidential Out-of-Court Exchange Offering Memorandum and Solicitation of Consents and Disclosure Statement and Solicitation of Votes Related to a Prepackaged Joint Plan of Reorganization |
| 99.3 | Form of Ballots |
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