-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VmdoKERI6B64sRuOHQ4di538+YnrkMKLIFuvOmXCnRRFzW+979uMfhyZIfgQ0Ugj B7OvmRULYAEcQiX3AxoZTA== 0000904280-00-000064.txt : 20000317 0000904280-00-000064.hdr.sgml : 20000317 ACCESSION NUMBER: 0000904280-00-000064 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000316 GROUP MEMBERS: COOPERATIVE BANK FOR SAVING INC SSB EMP ST OWN PLAN GROUP MEMBERS: DANIEL W. ELLER GROUP MEMBERS: EDWARD E. MAREADY GROUP MEMBERS: ERIC R. GRAY GROUP MEMBERS: FREDERICK WILLETTS, III GROUP MEMBERS: OTTO C. BURRELL, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERATIVE BANKSHARES INC CENTRAL INDEX KEY: 0000923529 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 561886527 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-43993 FILM NUMBER: 571476 BUSINESS ADDRESS: STREET 1: 201 MARKET ST CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 9103430181 MAIL ADDRESS: STREET 1: PO BOX 600 CITY: WILMINGTON STATE: NC ZIP: 28402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COOPERATIVE BANK FOR SAVING INC SSB EMP ST OWN PLAN CENTRAL INDEX KEY: 0001033751 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 201 MARKET STREET CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 28401 SC 13G/A 1 AMENDMENT NO. 4 TO SCHEDULE 13G FOR 1999 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. -------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------- (Title of Class of Securities) 216844100 -------------------- (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 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! 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! 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! 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! 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! 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! 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. 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. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----