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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
Frederick Willetts, III
Cooperative Bank for Savings, Inc., SSB
201 Market Street
P.O. Box 600
Wilmington, North Carolina 28402-0600
(919) 343-0181
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 29, 1999
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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 6 Pages
1. Name of reporting person: Frederick Willetts, III
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: PF, OO
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: 146,215
shares
beneficially 8. Shared Voting Power: 86,137
owned by
each 9. Sole Dispositive Power: 146,215
reporting
person with 10. Shared Dispositive Power: 86,137
11. Aggregate amount beneficially owned by each reporting
person: 232,352
12. Check box if the aggregate amount in Row 11 excludes
certain shares: [ ]
13. Percent of class represented by amount in Row 11: 8.4%
14. Type of reporting person: IN
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CUSIP No. 216844 10 0 Page 2 of 6 Pages
The undersigned hereby amends the Schedule 13D filing made
on September 19, 1994 (the "Schedule 13D"), as amended by
amendment #1 on February 20, 1996 and by amendment #2 on
September 15, 1998, pursuant to Rule 13d-2(a) under the
Securities Exchange Act of 1934, as amended, as set forth below.
Item 1. Security and Issuer
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The class of equity securities to which this statement
relates is the common stock, par value $1.00 per share (the
"Common Stock"), of Cooperative Bankshares, Inc. (the "Issuer").
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: Frederick Willetts, III
(b) Address: 201 Market Street, P.O. Box 600, Wilmington,
North Carolina 28402-0600
(c) Present Principal Occupation: Director, President,
and Chief Executive Officer of the Issuer
(d) Criminal Proceeding Convictions: None
(e) Securities Law Proceedings: None
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
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All shares shown as to which the reporting person has
sole voting and dispositive power were purchased with the
reporting person's personal funds except for 500 shares that he
received as a gift and a total of 23,499 shares owned by trusts
for which he serves as trustee. Beneficial ownership for the
shares shown as to which the reporting person has shared voting
and dispositive power was acquired without payment as follows:
the reporting person became
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CUSIP No. 216844 10 0 Page 3 of 6 Pages
beneficial owner of 70,310 shares when he became trustee of his
father's trust; he is also beneficial owner of 1,404 shares
owned by his spouse and 14,423 shares allocated to his account
under the Issuer's 401(k)/Employee Stock Ownership Plan (the
"KSOP").
Item 4. Purpose of Transaction
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The shares covered by this statement are being held for
investment purposes. Depending upon a continuing assessment,
and upon future developments, the reporting person may
determine, from time to time or at any time, to purchase
additional shares of the Issuer for investment or dispose of
shares of the Issuer's Common Stock. As President and Chief
Executive Officer of the Issuer, Mr. Willetts regularly explores
potential actions and transactions which may be advantageous to
the Issuer, including possible mergers, acquisitions,
reorganizations or other material changes in the business,
corporate structure, management policies, governing instruments,
securities or regulatory or reporting obligations of the Issuer.
As a member of the board of directors of the Issuer, Mr.
Willetts regularly reviews the Issuer's capital management
strategies. On January 27, 2000, Mr. Willetts participated in a
unanimous vote of the Issuer's board of directors in favor of
commencing a quarterly cash dividend payment. Mr. Willetts, as
trustee of his sister's trust, his father's trust and his
childrens' trust, may dispose of shares in accordance with his
role as trustee. Except as noted above with respect to Mr.
Willetts' activities on behalf of the Issuer, Mr. Willetts has
no 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;
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CUSIP No. 216844 10 0 Page 4 of 6 Pages
(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;
(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
(j) any action similar to any of those enumerated above.
The reporting person reserves the right to change his
investment purpose with respect to any and all shares of the
Common Stock beneficially owned and to take any and all lawful
action with respect to such shares.
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CUSIP No. 216844 10 0 Page 5 of 6 Pages
Item 5. Interest in Securities of the Issuer
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(a) The aggregate number of shares beneficially owned by
the reporting person is 232,352, constituting 8.4% of
the outstanding shares of Common Stock. Included in
this amount are 80,414 shares which the reporting
person has the right to acquire under the stock option
plan of the Issuer.
(b) The reporting person has sole voting and dispositive
power over the 42,302 shares he holds directly, the
80,414 shares underlying his stock options, the 1,914
shares held in his childrens' trust, over which he
serves as trustee, and the 21,585 shares held in the
Elizabeth Messick Willetts Medical trust, over which
he serves as trustee. He shares voting and
dispositive power over the 1,404 shares held by his
spouse, the 14,423 shares allocated to his account
under the KSOP(as to which voting and dispositive
power is shared with the trustees of the KSOP) and the
70,310 shares held in his father's trust, over which
he serves as joint trustee.
(c) The reporting person became beneficial owner of 21,585
shares on December 29, 1999 when he became a trustee
of the Elizabeth Messick Willetts Medical Trust.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or
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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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CUSIP No. 216844 10 0 Page 6 of 6 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: January 28, 2000 /s/ Frederick Willetts, III
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Frederick Willetts, III
