SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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): November 29, 2000
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CAPITOL BANCORP LTD.
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(Exact name of Registrant as specified in its charter)
Michigan 33-24728C 38-2761672
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(State or other (Commission (IRS Employer
jurisdiction of file number) identification
incorporation) number)
One Business & Trade Center
200 Washington Square North
Lansing, Michigan 48933
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(address of principal executive offices)
(517) 487-6555
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(registrant's telephone number, including area code)
Not Applicable
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(former name or former address, if changed since last report)
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ITEM 9. REGULATION FD DISCLOSURE.
Registrant is reporting the following matter which it considers to be of
importance to security holders:
On November 29, 2000, senior officers of Capitol Bancorp Ltd. made a
presentation at U.S. Bancorp Piper Jaffray's November 28-29, 2000 Financial
Services Conference held in New York City. The Corporation's presentation
was one of several companies featured at the conference.
Capitol's presentation included a review of its corporate profile. It's
regional diversification and bank development strategy were also discussed.
In discussing its development of DE NOVO banks through coinvestment with
local investors in the start-up banks' communities, the concept of
Capitol's harvest strategy was reviewed. This strategy involves Capitol
offering the minority investors in those banks an opportunity to exchange
their bank shares for shares of Capitol, when the bank nears its 36th month
of operation and is targeted to reach a 15% return on equity, at an
exchange ratio of about 150% of adjusted book value of the banks' shares.
Such a transaction is structured as a tax-free exchange and presents a bank
investor with a premium of approximately 50% on their original investment
(depending on the banks' performance) and at an effective cost to the
Corporation of about ten times forward earnings of the subject bank. Of
course, any such offer is not an obligation of Capitol and, if made, is
subject to the approval of a majority of the minority investors in the
respective banks and other contingencies.
Capitol's bank development strategy, in terms of its emphasis on local bank
identity, shared vision, leveraging the efficiencies of consolidated back
office resources and product development were also discussed.
Balance sheet data as of September 30, 2000 and interim operating
performance were highlighted. Asset quality, including favorable
comparisons to industry-wide statistics, was also reviewed. Revenue growth
statistics and industry comparisons were also presented.
Published consensus earnings per share projections of $1.09 for 2000 and
$1.30 for 2001 were compared to actual earnings per share of $.83 in 1999
and management's internal immediate objective of earnings per share growth
of 15%. Historical dividends per share and Capitol's stock price
performance and comparisons to peer were also presented. Operating leverage
data, comparisons of growth in operating revenues and expenses, were also
highlighted.
This presentation concluded with summarizing Capitol's strong revenue and
earnings growth, strong level of inside ownership (30%+) whereby
management's and shareholders' interests are aligned, geographic
diversification of a focused business strategy and compelling stock
valuation.
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<PAGE>
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.
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(Registrant)
\s\ Joseph D. Reid
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Joseph D. Reid, Chairman,
President and Chief Executive Officer
DATED: November 29, 2000
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