COOPERATIVE BANKSHARES INC
8-K/A, 2000-10-06
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 ---------------

                                    FORM 8-K/A

                                (AMENDMENT NO. 1
                                  TO FORM 8-K)

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): September 21, 2000
                                                  ------------------

                          Cooperative Bankshares, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


North Carolina                      0-24626                    56-1886527
--------------------------------------------------------------------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
   of incorporation)               File Number)            Identification No.)

201 Market Street, Wilmington, North Carolina                        28401
--------------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip code)

Registrant's telephone number, including area code:  (910)343-0181
                                                     -------------

                                 Not Applicable
--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>


ITEM 4.  CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
----------------------------------------------------------

         On  September  21,  2000,  the  Board of  Directors  of the  Registrant
dismissed  PricewaterhouseCoopers  LLP,  as  its  independent  accountants.  The
decision was  recommended  by the Audit  Committee of the Board of Directors and
unanimously  approved  by the  Board.  The  firm of  KPMG  LLP,  Raleigh,  North
Carolina,  has been  engaged to perform an audit of the  Registrant's  financial
statements  for the fiscal year ending  December  31, 2000 and to provide  other
accounting services.

     PricewaterhouseCoopers   LLP's  audit  reports  on  Registrant's  financial
statements  as of and for the years ended  December  31, 1999 and 1998,  did not
contain any adverse  opinion or  disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles.

         During the  Registrant's  two most  recent  fiscal  years,  and for the
interim period through September 21, 2000, there have been no disagreements with
PricewaterhouseCoopers  LLP on any matter of accounting principles or practices,
financial  statement  disclosure,   or  auditing  scope  or  procedures,   which
disagreements,  if not resolved to the  satisfaction  of  PricewaterhouseCoopers
LLP,  would have caused them to make  reference  thereto in their  report on the
financial statements for such years.

         Registrant has provided  PricewaterhouseCoopers LLP with a copy of this
disclosure and has requested that  PricewaterhouseCoopers  LLP furnish it with a
letter  addressed to the Securities and Exchange  Commission  stating whether it
agrees with the foregoing statements.  A copy of  PricewaterhouseCoopers  LLP 's
letter to the Securities and Exchange  Commission is being filed as Exhibit 16.1
to this amended report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND OTHER EVENTS
-------------------------------------------------------------------------------

         Exhibit 16.1 -- Accountant's Letter


<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                                            COOPERATIVE BANKSHARES, INC.


Date: October 6, 2000                       By:/s/ Frederick Willetts, III
                                               ---------------------------
                                               Frederick Willetts, III
                                               President


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