-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Db400DI/JhAZLP6LatB+wnitJw6EtU3VyBYNEE7RKSbGCrcM3NVe5F/n7V9aW6JZ 2XvbNIzUwvuOxP7UxpVBrg== 0000950124-97-006413.txt : 19971212 0000950124-97-006413.hdr.sgml : 19971212 ACCESSION NUMBER: 0000950124-97-006413 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971211 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITOL BANCORP LTD CENTRAL INDEX KEY: 0000840264 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 382761672 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-41215 FILM NUMBER: 97736600 BUSINESS ADDRESS: STREET 1: ONE BUSINESS & TRADE CNTR STREET 2: 200 WASHINGTON SQ N CITY: LANSING STATE: MI ZIP: 48933 BUSINESS PHONE: 5174876555 MAIL ADDRESS: STREET 1: ONE BUSINESS & TRADE CENTER STREET 2: 200 WASHINGTON SQUARE NORTH CITY: LANSING STATE: MI ZIP: 48933 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITOL TRUST I CENTRAL INDEX KEY: 0001050373 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 383381371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 333-41215-01 FILM NUMBER: 97736601 BUSINESS ADDRESS: STREET 1: ONE BUSINESS & TRADE CNTR STREET 2: 200 WASHINGTON SQ N CITY: LANSING STATE: MI ZIP: 48933 BUSINESS PHONE: 5174876555 MAIL ADDRESS: STREET 1: ONE BUSINESS & TRADE CENTER STREET 2: 200 WASHINGTON SQUARE NORTH CITY: LANSING STATE: MI ZIP: 48933 S-3/A 1 S-3/A 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 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 3 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------- 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 - ------------------------------------------------------------------------------- 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 ===============================================================================
Includes 330,000 Preferred Securities which may be sold by Capitol I to cover over-allotments. The registration fee is calculated in accordance with Rule 457(n) under the Securities Act of 1933, as amended. 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. 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 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 5
Signature Date Title - --------- ---- ----- /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*
6 /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
7 EXHIBIT INDEX
EXHIBIT DESCRIPTION NUMBER - ------- 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.
*Incorporated by reference to Form S-3, File Nos.: 333-41215 and 333- 41215-01, filed November 26, 1997. EX-12 2 EXHIBIT 12 1 EXHIBIT 12 CAPITOL BANCORP LTD. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS)
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 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 ======= ======= ======= ======= ======= ====== ======
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