<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
REGISTRATION NO. 333-41215
REGISTRATION NO. 333-41215-01
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CAPITOL BANCORP LTD.,
CAPITOL TRUST I
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
38-2761672
38-3381371
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(I.R.S. EMPLOYER IDENTIFICATION NO.)
200 WASHINGTON SQUARE NORTH, 4TH FLOOR, LANSING, MICHIGAN 48933
(517) 487-6555
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S AND CO-REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)
================================================================================
JOSEPH D. REID
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
CAPITOL BANCORP LTD.
200 WASHINGTON SQUARE NORTH, FOURTH FLOOR
LANSING, MICHIGAN 48933
(517) 487-6555
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
================================================================================
WITH COPIES TO:
JOHN SHARP, ESQ. DONALD L. JOHNSON, ESQ.
STROBL & BORDA, P.C. VARNUM, RIDDERING, SCHMIDT &
300 E. LONG LAKE ROAD, SUITE 200 HOWLETT, LLP
BLOOMFIELD HILLS, MI 48304 333 RIDGE STREET, N.W.
(248) 540-2300 GRAND RAPIDS, MICHIGAN 49504
(616) 336-6000
<PAGE> 2
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / /
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1)of this Form, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
2
<PAGE> 3
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PER UNIT PRICE REGISTRATION
REGISTERED FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Preferred Securities of
Capitol Trust I 2,530,000 $10.00 $25,300,000 $7,667.00
===============================================================================
Subordinated Debentures of
Capitol Bancorp Ltd. F3, F4
===============================================================================
Guarantee of
Capitol Bancorp Ltd.
With Respect to
Preferred Securities F4
===============================================================================
</TABLE>
<F1>Includes 330,000 Preferred Securities which may be sold by Capitol I to
cover over-allotments.
<F2>The registration fee is calculated in accordance with Rule 457(n) under the
Securities Act of 1933, as amended.
<F3>The Subordinated Debentures will be purchased by Capitol Trust I
with the proceeds of the sale of the Preferred Securities. Such securities may
later be distributed for no additional consideration to the holders of
the Preferred Securities of Capitol Trust I upon its dissolution and
the distribution of its assets.
<F4>This Registration Statement is deemed to cover the Subordinated Debentures
of Capitol Bancorp Ltd., the rights of holders of Subordinated Debentures of
Capitol Bancorp Ltd., under the Indenture, and the rights of holders of the
Preferred Securities under the Trust Agreement, the Guarantee and the Expense
Agreement entered into by Capitol Bancorp Ltd. No separate consideration will
be received for the Guarantee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this Pre-effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lansing, Michigan on
December 11, 1997.
CAPITOL BANCORP LTD.,
A MICHIGAN CORPORATION
By: /S/ JOSEPH D. REID
------------------------------
JOSEPH D. REID
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lansing, Michigan on
December 11, 1997.
CAPITOL TRUST I
By: /S/ JOSEPH D. REID
------------------------------
JOSEPH D. REID
Trustee
By: /S/ ROBERT C. CARR
------------------------------
ROBERT C. CARR
Trustee
By: /S/ LINDA D. PAVONA
------------------------------
LINDA D. PAVONA
Trustee
<PAGE> 5
<TABLE>
<CAPTION>
Signature Date Title
- --------- ---- -----
<S> <C>
/S/ JOSEPH D. REID Chairman of the Board, President
- ------------------------------------- and Chief Executive Officer,
JOSEPH D. REID Director (Principal Executive Officer)
/S/ LEE W. HENDRICKSON Chief Financial Officer (Principal
- ------------------------------------- Financial and Accounting Officer)
LEE W. HENDRICKSON
/S/ ROBERT C. CARR* Treasurer, Director
- -------------------------------------
ROBERT C. CARR*
/S/ DAVID O'LEARY* Secretary, Director
- -------------------------------------
DAVID O'LEARY*
Director
- -------------------------------------
LOUIS G. ALLEN
/S/ PAUL R. BALLARD* Director
- -------------------------------------
PAUL R. BALLARD*
/S/ DAVID L. BECKER* Director
- -------------------------------------
DAVID L. BECKER*
/S/ DOUGLAS E. CRIST* Director
- -------------------------------------
DOUGLAS E. CRIST*
/S/ RICHARD L. DORNER* Director
- -------------------------------------
RICHARD L. DORNER*
/S/ GARY A. FALKENBERG* Director
- -------------------------------------
GARY A. FALKENBERG*
/S/ JOEL I. FERGUSON* Director
- -------------------------------------
JOEL I. FERGUSON*
Director
- -------------------------------------
KATHLEEN A. GASKIN
/S/ H. NICHOLS GENOVA* Director
- -------------------------------------
H. NICHOLS GENOVA*
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
/S/ L. DOUGLAS JOHNS* Director
- -------------------------------------
L. DOUGLAS JOHNS*
/S/ JAMES R. KAYE* Director
- -------------------------------------
JAMES R. KAYE*
Director
- -------------------------------------
LEONARD MAAS
Director
- -------------------------------------
LYLE R. MILLER
*/S/ JOSEPH D. REID
-----------------------------
By: JOSEPH D. REID
Attorney-in-Fact
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
- -------
<S> <C>
1.1* Form of Underwriting Agreement.
4.1* Form of Indenture.
4.2* Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1).
4.3* Certificate of Trust of CAPITOL TRUST I.
4.4* Trust Agreement of CAPITOL TRUST I.
4.5* Form of Amended and Restated Trust Agreement.
4.6* Form of Preferred Securities Guarantee Agreement.
4.7* Form of Agreement as to Expenses and Liabilities (included as an exhibit
to Exhibit 4.5).
5.1* Opinion of Strobl & Borda, P.C., as to the validity of the issuance of
the Subordinated Debentures.
5.2* Opinion of Richards, Layton & Finger, special Delaware counsel, as to the
legality of the Preferred Securities.
8.1* Opinion of Strobl & Borda, P.C., as to certain federal income tax matters.
12.1 Statements Regarding Computation of Ratio of Earnings to Fixed Charges.
23.1* Consent of BDO Seidman, LLP, Independent Accountants.
23.2* Consent of Strobl & Borda, P.C.. (included in their opinions filed
herewith as Exhibits 5.1 and 8.1).
23.3* Consent of Richards, Layton & Finger (included in their opinion filed
herewith as Exhibit 5.2).
24.1* Power of Attorney (included on the signature page).
25.1* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Indenture.
25.2* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Amended and Restated Trust Agreement.
25.3* Form T-1 Statement of Eligibility of The First National Bank of Chicago
to act as trustee under the Preferred Securities Guarantee Agreement.
</TABLE>
*Incorporated by reference to Form S-3, File Nos.: 333-41215 and 333-
41215-01, filed November 26, 1997.
<PAGE> 1
EXHIBIT 12
CAPITOL BANCORP LTD.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
As of and for the
Nine Months ended
September 30 As of and for the years ended December 31
-------------------------- --------------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings:
Income before income taxes $ 6,163 $ 5,144 $ 6,881 $ 4,808 $ 3,236 $1,487 $2,335
Interest expense 17,633 12,996 17,800 15,079 9,397 8,072 7,356
------- ------- ------- ------- ------- ------ ------
Earnings for purposes of ratio $23,796 $18,140 $24,680 $19,887 $12,632 $9,558 $9,692
======= ======= ======= ======= ======= ====== ======
Fixed Charges:
Interest expense:
Interest on deposits $17,165 $12,525 $17,292 $14,561 $ 8,784 $7,553 $7,269
Debt obligations and other 468 471 508 518 613 518 87
------- ------- ------- ------- ------- ------ ------
Total interest expense 17,633 12,996 17,800 15,079 9,397 8,072 7,356
Amortization of debt issuance costs 0 0 0 0 0 0 0
Interest component of rent expense 0 0 0 0 0 0 0
------- ------- ------- ------- ------- ------ ------
Total fixed charges for purposes of ratio $17,633 $12,996 $17,800 $15,079 $ 9,397 $8,072 $7,356
======= ======= ======= ======= ======= ====== ======
Fixed charges excluding interest on deposits $468 $471 $508 $518 $613 $518 $87
======= ======= ======= ======= ======= ====== ======
Ratio of earnings to fixed charges:
Including interest on deposits 1.35 1.40 1.39 1.32 1.34 1.18 1.32
======= ======= ======= ======= ======= ====== ======
Excluding interest on deposits 13.17 10.92 13.54 9.29 5.28 2.87 26.81
======= ======= ======= ======= ======= ====== ======
</TABLE>
