-----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, WpSzovY7pSTIW3g+JMa3C9Q70Vfd/8Vfr1nNz5A3ghunk/TPSPb+NW1LiQKZL5r+ XeMjPngzXwWbytMClSt10Q== 0000904280-97-000034.txt : 19970222 0000904280-97-000034.hdr.sgml : 19970222 ACCESSION NUMBER: 0000904280-97-000034 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NASD 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: 1934 Act SEC FILE NUMBER: 005-43993 FILM NUMBER: 97536235 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. 2 TO SCHEDULE 13G FOR 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * 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 the section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 216844100 13G Page 2 of 11 Pages 1. NAME OF REPORTING PERSON: Cooperative Bank for Savings, Inc., SSB Employee Stock Ownership - 401(k) Savings Plan SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ X ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Kentucky NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 82,270 OWNED BY EACH 7. SOLE DISPOSITIVE POWER: 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER: 82,270 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 82,270 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.5% 12. TYPE OF REPORTING PERSON: EP CUSIP No. 216844100 13G Page 3 of 11 Pages 1. NAME OF REPORTING PERSON: Daniel W. Eller SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 5. SOLE VOTING POWER 19,304 SHARES BENEFICIALLY 6. SHARED VOTING POWER 79,870 OWNED BY EACH 7. SOLE DISPOSITIVE POWER: 19,304 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER: 79,870 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 99,174 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.6% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 216844100 13G Page 4 of 11 Pages 1. NAME OF REPORTING PERSON: Eric R. Gray SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 5. SOLE VOTING POWER 19,563 SHARES BENEFICIALLY 6. SHARED VOTING POWER 79,738 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 19,563 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 79,738 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 99,301 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.6% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 216844100 13G Page 5 of 11 Pages 1. NAME OF REPORTING PERSON: Edward E. Maready SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 5. SOLE VOTING POWER 20,952 SHARES BENEFICIALLY 6. SHARED VOTING POWER 79,629 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 20,952 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 79,629 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 100,581 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 6.7% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 216844100 13G Page 6 of 11 Pages 1. NAME OF REPORTING PERSON: Frederick Willetts, III SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 5. SOLE VOTING POWER 61,376 SHARES BENEFICIALLY 6. SHARED VOTING POWER 77,202 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 61,376 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 77,202 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 138,578 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 9.2% 12. TYPE OF REPORTING PERSON: IN CUSIP No. 216844100 13G Page 7 of 11 Pages 1. NAME OF REPORTING PERSON: Otto C. Burrell, Jr. SSN OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: ###-##-#### 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 5. SOLE VOTING POWER 6,711 SHARES BENEFICIALLY 6. SHARED VOTING POWER 81,059 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 6,711 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 81,059 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 87,770 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES: [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9: 5.8% 12. TYPE OF REPORTING PERSON: IN 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 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), (h) [x] Group, in accordance with Rule 13d- 1(b)(l)(ii)(H). Item (a) (b) (c) (d) (e) (g) - not applicable. ITEM 4. OWNERSHIP. (a) Amount Beneficially Owned: See Row 9 of the second part of the cover page provided for each reporting person. Page 9 of 11 Pages (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, Cooperative Bank for Savings, Inc., SSB, acting as the KSOP Committee, has the power to direct the receipt of dividends on shares held in the ESOP 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. This Schedule 13G is being filed on behalf of the ESOP identified in Item 2(a), filing under the Item 3(f) classification, and by each trustee of the trust established pursuant to the ESOP, filing under the Item 3(h) classification. Exhibit A contains a disclosure of the voting and dispositive powers over shares of the issuer held directly by these entities. 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 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 29, 1997 __________________________________ ________________ Otto C. Burrell, Jr., as Trustee Date /s/ Daniel W. Eller January 29, 1997 __________________________________ _______________ Daniel W. Eller, as Trustee Date /s/ Eric R. Gray January 29, 1997 __________________________________ ________________ Eric R. Gray, as Trustee Date /s/ Edward E. Maready January 29, 1997 __________________________________ ________________ Edward E. Maready, as Trustee Date /s/ Frederick Willetts, III January 29, 1997 __________________________________ ________________ Frederick Willetts, III as Trustee Date /s/ Otto C. Burrell, Jr. January 29, 1997 _________________________________________ _______________ Otto C. Burrell, Jr., as an Individual Date Stockholder /s/ Daniel W. Eller January 29, 1997 _________________________________________ _______________ Daniel W. Eller, as an Individual Date Stockholder /s/ Eric R. Gray January 29, 1997 _________________________________________ ________________ Eric R. Gray, as an Individual Date Stockholder /s/ Edward R. Maready January 29, 1997 _________________________________________ ________________ Edward R. Maready, as an Individual Date Stockholder /s/ Frederick Willetts, III January 29, 1997 _________________________________________ ________________ Frederick Willetts, III, as an Individual Date Stockholder Page 11 of 11 Pages Exhibit A Identification of Members of Group ---------------------------------- 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 in the manner directed by the issuer, in its capacity as the KSOP Committee. Pursuant to Section 13.3 of the KSOP, the trustees exercise investment direction as directed by the issuer, in its capacity as 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-----