CAPITOL BANCORP LTD - CBCR Securities Registration: Business Combination (S-4) CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements. Capitol has based these forward-looking statements on its current expectations and projections about future events. These forward-looking statements may be impacted by risks, uncertainties and assumptions. Examples of some of the risks, uncertainties or assumptions that may impact the forward-looking statements are:

	•		the results of management’s efforts to implement Capitol’s business strategy including planned expansion into new markets;

	•		adverse changes in the banks’ loan portfolios and the resulting credit risk-related losses and expenses;

	•		adverse changes in the economy of the banks’ market areas that could increase credit-related losses and expenses;

	•		adverse changes in real estate market conditions that could also negatively affect credit risk;

	•		the possibility of increased competition for financial services in Capitol’s markets;

	•		fluctuations in interest rates and market prices, which could negatively affect net interest margins, asset valuations and expense expectations; and

	•		other factors described in “Risk Factors”.

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INFORMATION ABOUT CAPITOL

This proxy statement/prospectus is accompanied by a copy of the following documents as indicated in Annex E:

	•		Annual Report to Shareholders for year ended December 31, 2003

	•		Annual Report on Form 10-K for year ended December 31, 2003

	•		Proxy statement for Capitol’s Annual Meeting of Shareholders held on May 6, 2004

	•		Quarterly Report on Form 10-Q for the three months ended March 31, 2004

INFORMATION ABOUT FIRST CALIFORNIA NORTHERN

Management’s Discussion and Analysis of Financial Condition and Results of Operations .

Management’s discussion and analysis of financial condition and results of operations for the periods ended March 31, 2004 and 2003 and December 31, 2003, 2002 and 2001 are included in this proxy statement/prospectus as part of Annex D.

Financial Statements.

Unaudited interim condensed consolidated financial statements of First California Northern as of March 31, 2004 and for the three months ended March 31, 2004 and 2003 are included in this proxy statement/prospectus as part of Annex D. Audited consolidated financial statements of First California Northern as of and for the periods ended December 31, 2003, 2002 and 2001 are included in this proxy statement/prospectus as part of Annex D.

Voting Securities and Principal Holders.

The following table shows the share holdings of each director and officer of First California Northern and all directors and officers as a group. Where applicable, the table includes shares held by members of their immediate families.


	First California Northern shares beneficially owned
						Percentage of all First
						California Northern
						shares
						excluding First
			Percentage of all			California
			First California			Northern shares owned by
Name of Beneficial owner	Number		Northern Shares			Capitol
Capitol Bancorp Limited		234,600		51.00	%		N/A

First California Northern’s Directors and Officers:
Scott R. Andrews		—		—			—
Geni A. Bennetts		11,000		2.39	%		4.88	%
Cristin Reid English		200		0.04	%		0.09	%
Jeffrey L. Epps		6,000		1.30	%		2.66	%
Paul J. Krsek		5,000		1.09	%		2.22	%
David L. McSherry		—		—			—
David O’Leary		—		—			—
Joseph D. Reid		—		—			—
Lee W. Hendrickson		100		0.02	%		0.04	%

Total of Directors and Officers		22,300		4.85	%		9.89	%

Other than Capitol, no individual owns greater than 5% of the outstanding shares of First California Northern.

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