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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Cooperative Bankshares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
216844100
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(CUSIP Number)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of the section of the Act but shall be
subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 216844100 13G Page 2 of 11 Pages
1. NAME OF REPORTING PERSON:
Cooperative Bank for Savings, Inc., SSB
Employee Stock Ownership - 401(k) Savings Plan
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ X ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Kentucky
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 82,270
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 82,270
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
82,270
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.5%
12. TYPE OF REPORTING PERSON: EP
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CUSIP No. 216844100 13G Page 3 of 11 Pages
1. NAME OF REPORTING PERSON:
Daniel W. Eller
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 19,304
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 79,870
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 19,304
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 79,870
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
99,174
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.6%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 216844100 13G Page 4 of 11 Pages
1. NAME OF REPORTING PERSON:
Eric R. Gray
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 19,563
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 79,738
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 19,563
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 79,738
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
99,301
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.6%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 216844100 13G Page 5 of 11 Pages
1. NAME OF REPORTING PERSON:
Edward E. Maready
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 20,952
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 79,629
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 20,952
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 79,629
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
100,581
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.7%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 216844100 13G Page 6 of 11 Pages
1. NAME OF REPORTING PERSON:
Frederick Willetts, III
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 61,376
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 77,202
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 61,376
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 77,202
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
138,578
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.2%
12. TYPE OF REPORTING PERSON: IN
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CUSIP No. 216844100 13G Page 7 of 11 Pages
1. NAME OF REPORTING PERSON:
Otto C. Burrell, Jr.
SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5. SOLE VOTING POWER 6,711
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 81,059
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 6,711
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 81,059
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
87,770
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.8%
12. TYPE OF REPORTING PERSON: IN
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Page 8 of 11 Pages
ITEM 1(a) NAME OF ISSUER.
Cooperative Bankshares, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
201 Market Street
Wilmington, North Carolina 28401
ITEM 2(a) NAME OF PERSON(S) FILING.
Cooperative Bank for Savings, Inc., SSB Employee Stock
Ownership - 401(k) Savings Plan ("KSOP"), and the following
individuals who serve as trustees of the trust established under
the KSOP: Otto C. Burrell, Jr., Daniel W. Eller, Eric R. Gray,
Edward E. Maready, and Frederick Willetts, III.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE.
Same as Item 1(b).
ITEM 2(c) CITIZENSHIP.
See Row 4 of the second part of the cover page
provided for each reporting person.
ITEM 2(d) TITLE OF CLASS OF SECURITIES.
Common Stock, par value $1.00 per share.
ITEM 2(e) CUSIP NUMBER.
See the upper left corner of the second part of the
cover page provided for each reporting person.
ITEM 3. CHECK WHETHER THE PERSON FILING IS A:
(f) [x] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see 13d-1(b)(1)(ii)(F),
(h) [x] Group, in accordance with Rule 13d-
1(b)(l)(ii)(H).
Item (a) (b) (c) (d) (e) (g) - not applicable.
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: See Row 9 of the
second part of the cover page provided for each
reporting person.
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Page 9 of 11 Pages
(b) Percent of Class: See Row 11 of the second part
of the cover page provided for each reporting
person.
(c) See Rows 5, 6, 7, and 8 of the second part of the
cover page provided for each reporting person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [ ]
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Pursuant to Section 13.7 of the KSOP, Cooperative Bank for Savings,
Inc., SSB, acting as the KSOP Committee, has the power to direct the receipt
of dividends on shares held in the ESOP trust.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This Schedule 13G is being filed on behalf of the ESOP identified in
Item 2(a), filing under the Item 3(f) classification, and by each trustee of
the trust established pursuant to the ESOP, filing under the Item 3(h)
classification. Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course
of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
transaction having such purpose or effect.<PAGE>
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Page 10 of 11 Pages
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
COOPERATIVE BANK FOR SAVINGS, INC., SSB
EMPLOYEE STOCK OWNERSHIP - 401(k) SAVINGS PLAN
By Its Trustees:
/s/ Otto C. Burrell, Jr. January 29, 1997
__________________________________ ________________
Otto C. Burrell, Jr., as Trustee Date
/s/ Daniel W. Eller January 29, 1997
__________________________________ _______________
Daniel W. Eller, as Trustee Date
/s/ Eric R. Gray January 29, 1997
__________________________________ ________________
Eric R. Gray, as Trustee Date
/s/ Edward E. Maready January 29, 1997
__________________________________ ________________
Edward E. Maready, as Trustee Date
/s/ Frederick Willetts, III January 29, 1997
__________________________________ ________________
Frederick Willetts, III as Trustee Date
/s/ Otto C. Burrell, Jr. January 29, 1997
_________________________________________ _______________
Otto C. Burrell, Jr., as an Individual Date
Stockholder
/s/ Daniel W. Eller January 29, 1997
_________________________________________ _______________
Daniel W. Eller, as an Individual Date
Stockholder
/s/ Eric R. Gray January 29, 1997
_________________________________________ ________________
Eric R. Gray, as an Individual Date
Stockholder
/s/ Edward R. Maready January 29, 1997
_________________________________________ ________________
Edward R. Maready, as an Individual Date
Stockholder
/s/ Frederick Willetts, III January 29, 1997
_________________________________________ ________________
Frederick Willetts, III, as an Individual Date
Stockholder
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Page 11 of 11 Pages
Exhibit A
Identification of Members of Group
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The trustees of the KSOP hold shares of common stock of the issuer in
trust for the benefit of employees participating in the KSOP. Pursuant to
Section 13.6 of the KSOP, (i) the trustees vote common stock allocated to
participant accounts in accordance with instructions by participants, and (ii)
shares of common stock of the issuer which have not been allocated and
allocated stock for which no voting direction has been received shall be voted
by the trustee in the manner directed by the issuer, in its capacity as the
KSOP Committee. Pursuant to Section 13.3 of the KSOP, the trustees exercise
investment direction as directed by the issuer, in its capacity as the KSOP
Committee. Overall, the KSOP's trustees must exercise voting and dispositive
power with respect to the assets, including common stock of the issuer, held
by the KSOP pursuant to the fiduciary responsibility requirements imposed by
Section 404 of the Employee Retirement Income Security Act of 1974, as
amended.
