Mail Stop 4561
November 12, 2008
By U.S. Mail
Mr. Joseph D. Reid
Chief Executive Officer
Capitol Bancorp Ltd.
200 Washington Square North
Lansing, Michigan 48933
Re: Capitol Bancorp LTD
Preliminary Proxy filed October 21, 2008
File No. 001-31708
Dear Mr. Reid:
We have reviewed the above-referenced filing and have the
following comments. Where indicated, we think you should revise
your
document in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Information About the Special Meeting, page 3
Reasons for participating in the Capital Purchase Program
1. Disclose whether you have applied to participate in the
Treasury
Department`s Capital Purchase Program and describe the status of
your
application.
Proposal One:
Certificate of Amendment to the Articles of Incorporation, page 7
Impact of the Capital Purchase Program
2. Disclose the material terms of your participation in the
Capital
Purchase Program. Describe the material terms of the securities
and
warrants you will issue to the Treasury Department.
3. Disclose the estimated proceeds of your proposed sale of
securities to the Treasury Department and disclose how you expect
to
use them.
4. Please discuss how your participation in the Capital Purchase
Program may
* impact the holders of any outstanding senior classes of your
securities;
* impact the rights of your existing common shareholders;
* dilute the interests of your existing common shareholders;
* require you to expand your board of directors to accommodate
Treasury Department appointments to it;
* require you to register for resale securities you have issued to
the Treasury Department; and
* impact how you operate your company, for example, how the terms
of
participation will require you to restructure your executive
compensation arrangements.
5. Disclose, if true, that the Treasury Department is not
obligated
to accept your application to participate in the Capital Purchase
Program and that the estimated proceeds of your proposed sale of
securities to the Treasury Department are not guaranteed.
6. Discuss any material effect on your liquidity, capital
resources
or results of operations if the proposal is approved and the
Treasury
Department denies your application.
Financial Statements
7. Item 13 of Schedule 14A requires you to include financial
information in your proxy statement if you are seeking
authorization
to issue common or preferred stock under certain circumstances.
We
note that you have not included financial information in your
proxy
statement.
Please explain to us why you believe financial statements are not
material in connection with issuing the warrants to purchase
comment
stock. See Note A to Schedule 14A and Instruction 1 to Item 13(a)
of
Schedule 14A.
8. If you expect the proceeds of the sale of securities to the
Treasury Department to have a material impact on your financial
statements, you may provide a discussion of the pro forma effect
rather than pro forma financial statements. In your discussion,
please address the impact of both the minimum and maximum
estimated
proceeds.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company and all filing persons
acknowledging that:
* the company or filing person is responsible for the adequacy and
accuracy of the disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company or filing person may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review
of your filing or in response to our comments on your
filing.
Please contact Michael Clampitt, Attorney-Advisor, at (202) 551-
3434
or me at (202) 551-3418 with any questions.
Sincerely,
William Friar
Senior Financial Analyst
cc: Phillip Torrence
Mr. Joseph D. Reid
Capitol Bancorp LTD
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