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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Cooperative Bankshares, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
216844 10 0
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(CUSIP Number)
Estate of Frederick Willetts, Jr.
Helen M. Willetts, Executrix
Frederick Willetts, III, Executor
1103 Windsor Drive
Wilmington, North Carolina 28403-2550
(919) 762-6971
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 10, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
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CUSIP No. 216844 10 0 Page 1 of 5 Pages
1. Name of reporting person: Estate of Frederick Willetts, Jr.
SSN of reporting person: ###-##-####
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ X ]
3. SEC use only:
4. Sources of funds: N/A
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
Number of 7. Sole Voting Power: 59,460
shares
beneficially 8. Shared Voting Power: 0
owned by
each 9. Sole Dispositive Power: 59,460
reporting
person with 10. Shared Dispositive Power: 0
11. Aggregate amount beneficially owned by each reporting
person: 59,460
12. Check box if the aggregate amount in Row (11) excludes
certain shares: [ ]
13. Percent of class represented by amount in Row (11): 2.0%
14. Type of reporting person: OO
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Page 2 of 5 Pages
The undersigned hereby amends the Schedule 13D as a final
amendment to the filings made previously on September 19, 1994,
and amendment #1 filed on February 20, 1996 pursuant to Rule
13d-2(a) under the Securities Exchange Act of 1934, as amended.
Frederick Willetts, Jr. died on May 27, 1998. As a result of
Mr. Willetts' death, his estate's beneficial ownership and
voting and dispositive power over shares of common stock, par
value $1.00 per share (the "Common Stock") of Cooperative
Bankshares, Inc. (the "Issuer") has been reduced to 2.0% of the
shares outstanding.
Item 1. Security and Issuer
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The class of equity securities to which this statement
relates is the Common Stock. The executive office of the Issuer
is located at 201 Market Street, P.O. Box 600, Wilmington, North
Carolina 28402-0600.
Item 2. Identity and Background
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(a) Name: Estate of Frederick Willetts, Jr.
(b) Address: 1103 Windsor Drive, Wilmington, North
Carolina 28403-2550
(c) Present Principal Occupation: N/A
(d) Criminal Proceeding Convictions: None
(e) Securities Laws Proceedings: None
Item 3. Source and Amount of Funds or Other Consideration
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N/A
Item 4. Purpose of Transaction
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All reported shares of the Common Stock are being held for
investment purposes. The reporting person has no intention to
invest in any additional shares of Common Stock. Upon the<PAGE>
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Page 3 of 5 Pages
probate of the estate, all shares of Common Stock will be
distributed to beneficiaries of the estate. The reporting
person has no current plans or proposals which relate to or
would result in:
(a) the acquisition by any person of additional
securities of the Issuer, or the disposition of securities of
the Issuer, except as described above;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's Charter or Bylaws or other
actions which may impede the acquisition of control of the
Issuer by any person;
(h) causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act; or
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Page 4 of 5 Pages
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
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(a) The reporting person beneficially owns 59,460 shares
constituting 2.0% of the total shares of Common Stock. Included
in this amount are 13,332 shares which the reporting person has
the right to acquire under the stock option plan of the Issuer.
(b) The reporting person had sole voting and dispositive
power with respect to the shares of Common Stock described in
paragraph 5(a) above.
(c) No transactions have occurred in the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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Not applicable.
Item 7. Material to be Filed as Exhibits
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None.
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Page 5 of 5 Pages
SIGNATURE
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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.
Date: September 11, 1998 /s/ Helen M. Willetts
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Helen M. Willetts, Executrix for
the Estate of Frederick Willetts, Jr.
Date: September 11, 1998 /s/ Frederick Willetts, III
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Frederick Willetts, III, Executor for
the Estate of Frederick Willetts, Jr.
