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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)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(Amendment No. 4) *
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)
N/A
- ----------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[x] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
_______________
* 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 1 of 11 pages
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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 178,644
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 178,644
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 178,644
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.87%
12. TYPE OF REPORTING PERSON*: EP
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 40,082 **
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 40,082
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 40,082
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.32%
12. TYPE OF REPORTING PERSON*: IN
** Shares held by 401(k) are equivalent shares based on closing
stock price of $11.875 at 12/31/98.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 42,506 **
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 42,506
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 42,506
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.40%
12. TYPE OF REPORTING PERSON*: IN
** Shares held by 401(k) are equivalent shares based on closing
stock price of $11.875 at 12/31/98.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 44,525 **
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 44,525
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 44,525
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 1.46%
12. TYPE OF REPORTING PERSON*: IN
** Shares held by 401(k) are equivalent shares based on closing
stock price of $11.875 at 12/31/98.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 128,947 **
6. SHARED VOTING POWER 129,770
7. SOLE DISPOSITIVE POWER: 128,947
8. SHARED DISPOSITIVE POWER: 129,770
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 258,717
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 8.5%
12. TYPE OF REPORTING PERSON*: IN
** Shares held by 401(k) are equivalent shares based on closing
stock price of $11.875 at 12/31/98.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 23,080 **
6. SHARED VOTING POWER 0
7. SOLE DISPOSITIVE POWER: 23,080
8. SHARED DISPOSITIVE POWER: 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 23,080
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*: [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 0.76%
12. TYPE OF REPORTING PERSON*: IN
** Shares held by 401(k) are equivalent shares based on closing
stock price of $11.875 at 12/31/98.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 Trust ("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] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F),
If this statement is filed pursuant to Rule 13d-1(c),
check this box. [X]
Items (a) (b) (c) (d) (e) (g), (h), (i) and (j) - 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 trustee of the trust established pursuant to the KSOP,
filing pursuant to Rule 13d-1(c). 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, each signatory in the capacity of a KSOP
trustee certifies that, to the best of his or her knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
By signing below, each signatory in his or her individual
capacity certifies that, to the best of his or her knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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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 TRUST
/s/ Otto C. Burrell, Jr. February 24, 2000
__________________________________ ________________
Otto C. Burrell, Jr., as Trustee Date
and Committee Member
/s/ Daniel W. Eller February 24, 2000
__________________________________ ________________
Daniel W. Eller, as Trustee Date
and Committee Member
/s/ Eric R. Gray February 24, 2000
__________________________________ ________________
Eric R. Gray, as Trustee Date
and Committee Member
/s/ Edward E. Maready February 24, 2000
__________________________________ ________________
Edward E. Maready, as Trustee Date
and Committee Member
/s/ Frederick Willetts, III February 24, 2000
__________________________________ ________________
Frederick Willetts, III as Trustee Date
and Committee Member
/s/ Otto C. Burrell, Jr. February 24, 2000
_________________________________________ ________________
Otto C. Burrell, Jr., as an Individual Date
Stockholder
/s/ Daniel W. Eller February 24, 2000
_________________________________________ ________________
Daniel W. Eller, as an Individual Date
Stockholder
/s/ Eric R. Gray February 24, 2000
_________________________________________ ________________
Eric R. Gray, as an Individual Date
Stockholder
/s/ Edward R. Maready February 24, 2000
_________________________________________ ________________
Edward R. Maready, as an Individual Date
Stockholder
/s/ Frederick Willetts, III February 24, 2000
_________________________________________ ________________
Frederick Willetts, III, as an Individual Date
Stockholder
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Page 11 of 11 Pages
Exhibit A
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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 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.
