form8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 7, 2009

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)

(Registrant’s Telephone Number, Including Area Code)

(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):

x	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))

On October 7, 2009, Capitol Bancorp Ltd. announced that it has terminated its exchange offers to acquire all of the outstanding shares of the common stock of Capitol Development Bancorp Limited III, Capitol Development Bancorp Limited IV, Capitol Development Bancorp Limited V and Capitol Development Bancorp Limited VI (each a “CDBL” and collectively, the “CDBLs”) without accepting for exchange or exchanging any shares of the common stock of any of the CDBLs. Shares of the CDBLs previously tendered pursuant to the exchange offers will be promptly returned to the tendering holders.

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.

Exhibit No.	Description
99.1	Press release issued by Capitol Bancorp Ltd. on October 7, 2009 announcing Capitol Bancorp Ltd.’s termination of the exchange offer.

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: October 7, 2009	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 October 7, 2009 announcing Capitol Bancorp Ltd.’s termination of the exchange offer.

Capitol Bancorp Center

200 Washington Square North

Lansing, MI 48933

2777 East Camelback Road

Suite 375

Phoenix, AZ 85016

www.capitolbancorp.com

Contacts:

Michael M. Moran

Chief of Capital Markets

877-884-5662

Stephanie Swan

Director of Shareholder

Services

517-487-6555

Capitol Bancorp Limited Announces Termination of Its Exchange Offer

LANSING, Mich., and PHOENIX, Ariz: October 7, 2009: Capitol Bancorp Limited (NYSE: CBC) (“Capitol”) announced today that it has terminated its exchange offer (the “Exchange Offer”) to acquire all of the outstanding shares of the common stock of Capitol Development Bancorp Limited III, Capitol Development Bancorp Limited IV, Capitol Development Bancorp Limited V and Capitol Development Bancorp Limited VI (each a “CDBL” and collectively, the “CDBLs”) without accepting for exchange or exchanging any shares of the common stock of any of the CDBLs.

The Exchange Offer was subject to several conditions, including the conditions set forth in items (a) and (d) on page 59 of the prospectus relating to the Exchange Offer. Because the conditions set forth in items (a) and (d) on page 59 of the prospectus relating to the Exchange Offer have not been satisfied, Capitol has elected to terminate the Exchange Offer pursuant to the terms and conditions of the Exchange Offer.

As a result of the termination of the Exchange Offer, no units consisting of shares of Trust-Preferred Securities issued by Capitol Trust XII, a Delaware statutory trust, and shares of Capitol’s Series A Noncumulative Convertible Perpetual Preferred Stock will be issued for shares of the CDBLs to holders of shares of the CDBLs who have validly tendered their shares of a CDBL in connection with the Exchange Offer. Shares of the CDBLs previously tendered pursuant to the Exchange Offer will be promptly returned to the tendering holders.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Capitol Bancorp Limited

Capitol Bancorp Limited (NYSE: CBC) is a $5.6 billion national community banking company, with a network of bank operations in 17 states. It is the holder of the most individual bank charters in the country. Founded in 1988, Capitol Bancorp Limited has executive offices in Lansing, Michigan, and Phoenix, Arizona.

Forward Looking Statement

Certain statements in this announcement contain forward-looking statements that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors.

All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to the company or any person acting on the Corporation’s behalf are qualified by the cautionary statements in this press release. The Corporation does not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.