COOPERATIVE BANKSHARES INC
SC 13G/A, 1998-02-11
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549




                          SCHEDULE 13G
                         (Rule 13d-102)

     INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
      TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
                      PURSUANT TO 13d-2(b)



                       (Amendment No. 3) *




                  Cooperative Bankshares, Inc.
        --------------------------------------------------
                        (Name of Issuer)



                          Common Stock
        --------------------------------------------------
                 (Title of Class of Securities)



                            216844100
                      --------------------
                         (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 that section of the Act but shall
be subject to all other provisions of the Act (however, see the
          Notes).   <PAGE>
<PAGE>

CUSIP No. 216844100               13G          Page 2 of 11 Pages


1.   NAMES OF REPORTING PERSONS:  

     Cooperative Bank for Savings, Inc., SSB 
     Employee Stock Ownership - 401(k) Savings Plan
                                
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

     56-0188330

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

        (a)  [   ]
        (b)  [ X ]

3.   SEC USE ONLY


4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     State of North Carolina

Number of Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER                   0

6.   SHARED VOTING POWER           152,497

7.   SOLE DISPOSITIVE POWER:             0

8.   SHARED DISPOSITIVE POWER:     152,497

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                       152,497

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:  5.1%

12.  TYPE OF REPORTING PERSON:   EP
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CUSIP No. 216844100               13G          Page 3 of 11 Pages


1.   NAMES OF REPORTING PERSONS:

     Daniel W. Eller
                                
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):



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 Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER            39,796*

6.   SHARED VOTING POWER           8,774

7.   SOLE DISPOSITIVE POWER:      39,796

8.   SHARED DISPOSITIVE POWER:     8,774

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      48,570

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   1.6%

12.  TYPE OF REPORTING PERSON:   IN

* Shares held by 401(k) are equivalent shares based on closing
  stock price of $24.50 at 12/31/97.
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CUSIP No. 216844100               13G          Page 4 of 11 Pages


1.   NAMES OF REPORTING PERSONS:  

     Eric R. Gray
                                
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):



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 Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER            39,616*

6.   SHARED VOTING POWER          11,584

7.   SOLE DISPOSITIVE POWER:      39,616

8.   SHARED DISPOSITIVE POWER:    11,584

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      51,200
     
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   1.7%

12.  TYPE OF REPORTING PERSON:  IN

* Shares held by 401(k) are equivalent shares based on closing
  stock price of $24.50 at 12/31/97.
<PAGE>
<PAGE>

CUSIP No. 216844100               13G          Page 5 of 11 Pages


1.   NAMES OF REPORTING PERSONS:

     Edward E. Maready

     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):



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 Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER            43,880*

6.   SHARED VOTING POWER           8,774

7.   SOLE DISPOSITIVE POWER:      43,880

8.   SHARED DISPOSITIVE POWER:     8,774

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      52,654
     
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   1.7%

12.  TYPE OF REPORTING PERSON:   IN

* Shares held by 401(k) are equivalent shares based on closing
  stock price of $24.50 at 12/31/97.
<PAGE>
<PAGE>

CUSIP No. 216844100               13G          Page 6 of 11 Pages


1.   NAMES OF REPORTING PERSONS:  

     Frederick Willetts, III
                                
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):



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 Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER           124,821*

6.   SHARED VOTING POWER           8,774

7.   SOLE DISPOSITIVE POWER:     124,821

8.   SHARED DISPOSITIVE POWER:     8,774

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                     133,595
     
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   4.4%

12.  TYPE OF REPORTING PERSON:   IN

* Shares held by 401(k) are equivalent shares based on closing
  stock price of $24.50 at 12/31/97.
<PAGE>
<PAGE>

CUSIP No. 216844100               13G          Page 7 of 11 Pages


1.   NAMES OF REPORTING PERSONS: 

     Otto C. Burrell, Jr.
                                
     I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):



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 Shares Beneficially Owned by Each Reporting Person
with:

5.   SOLE VOTING POWER            22,150*

6.   SHARED VOTING POWER           8,774

7.   SOLE DISPOSITIVE POWER:      22,150

8.   SHARED DISPOSITIVE POWER:     8,774

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON:                      30,924
     
10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
     CERTAIN SHARES:   [   ]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:   1%

12.  TYPE OF REPORTING PERSON:   IN

* Shares held by 401(k) are equivalent shares based on closing
  stock price of $24.50 at 12/31/97.
<PAGE>
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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 KSOP committee members and 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),  

Items (a) (b) (c) (d) (e) (g) and (h) - not applicable.  This
Schedule 13G is being filed on behalf of the KSOP identified in
Item 2(a), filing under the Item 3(f) classification, and by each
KSOP committee member and trustee of the trust established
pursuant to the KSOP, filing pursuant to SEC no-action letters. 
Exhibit A contains a disclosure of the voting and dispositive
powers over shares of the issuer held directly by these entities.

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                                              Page 9 of 11 Pages

ITEM 4.  OWNERSHIP.
         (a)   Amount Beneficially Owned:  See Row 9 of the
               second part of the cover page provided for each
               reporting person.

         (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, the KSOP committee
has the power to direct the receipt of dividends on shares held
in the KSOP 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.  

         Not applicable.

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 30, 1998
     __________________________________         ________________
     Otto C. Burrell, Jr., as Trustee           Date
        and Committee Member

     /s/ Daniel W. Eller                        February 2, 1998
     __________________________________         ________________
     Daniel W. Eller, as Trustee                Date
        and Committee Member

     /s/ Eric R. Gray                           January 30, 1998
     __________________________________         ________________
     Eric R. Gray, as Trustee                   Date
        and Committee Member

     /s/ Edward E. Maready                      February 2, 1998
     __________________________________         ________________
     Edward E. Maready, as Trustee              Date
        and Committee Member

     /s/ Frederick Willetts, III                January 30, 1998
     __________________________________         ________________
     Frederick Willetts, III as Trustee         Date
        and Committee Member

/s/ Otto C. Burrell, Jr.                        January 30, 1998
_________________________________________       ________________
Otto C. Burrell, Jr., as an Individual          Date
  Stockholder

/s/ Daniel W. Eller                             February 2, 1998
_________________________________________       ________________
Daniel W. Eller, as an Individual               Date
  Stockholder

/s/ Eric R. Gray                                January 30, 1998
_________________________________________       ________________
Eric R. Gray, as an Individual                  Date
  Stockholder

/s/ Edward R. Maready                           February 2, 1998
_________________________________________       ________________
Edward R. Maready, as an Individual             Date
  Stockholder

/s/ Frederick Willetts, III                     January 30, 1998
_________________________________________       ________________
Frederick Willetts, III, as an Individual       Date
  Stockholder
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                                              Page 11 of 11 Pages

Exhibit A
- ---------

     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 as directed by the KSOP Committee.  Pursuant
to Section 13.3 of the KSOP, the trustees exercise investment
direction as directed by 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.




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