SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Cooperative Bankshares, Inc.
----------------------------
(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
216844 10 0
--------------
(CUSIP Number)
Frederick Willetts, III
Cooperative Bank
201 Market Street
P.O. Box 600
Wilmington, North Carolina 28402-0600
(910) 343-0181
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(Name, address and telephone number of person
authorized to receive notices and communications)
N/A
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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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1 NAME OF REPORTING PERSON: Frederick Willetts, III
I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SOLE VOTING POWER 327,378
SHARES -------------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 165,669
OWNED BY -------------------------------------------------------
EACH SOLE DISPOSITIVE POWER 141,468
REPORTING -------------------------------------------------------
PERSON SHARED DISPOSITIVE POWER 165,669
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -
493,047
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.3%
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14 TYPE OF REPORTING PERSON
IN
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2
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1 NAME OF REPORTING PERSON: Cooperative Bank 401(k) Supplemental
Retirement Plan
I.R.S. IDENTIFICATION NOS. OF REPORTING PERSON (ENTITIES ONLY)
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
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(b) [ ]
3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SOLE VOTING POWER 0
SHARES ----------------------------------------------------
BENEFICIALLY SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------
EACH SOLE DISPOSITIVE POWER 202,910
REPORTING ----------------------------------------------------
PERSON SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
202,910
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON
EP
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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, by
amendment #2 on September 15, 1998, by amendment #3 on January 31, 2000 and by
amendment #4 on April 11, 2002, pursuant to Rule 13d-2(a) under the Securities
Exchange Act of 1934, as amended, as set forth below. As disclosed in amendment
#4, Mr. Willetts became a named fiduciary with respect to the Cooperative Bank
for Savings, Inc., SSB 401(k) Supplemental Retirement Plan (the "401(k) Plan")
with sole power to direct the voting of shares of Cooperative Bankshares, Inc.
common stock held by the 401(k) Plan. The 401(k) Plan previously filed a
Schedule 13G and various amendments thereto with respect to its ownership of
shares of Cooperative Bankshares, Inc. common stock. The 401(k) Plan became a
party to Mr. Willetts Schedule 13D in Amendment No. 4.
Item 1. Security and Issuer
------ -------------------
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
------ -----------------------
(a) This Statement is filed by:
Name: Frederick Willetts, III
Name: Cooperative Bank Supplemental Retirement Plan
Unless otherwise specified herein, Mr. Willetts and the 401(k)
Plan are collectively referred to herein as the Reporting
Persons.
(b) Address: 201 Market Street, P.O. Box 600, Wilmington, North Carolina
28402-0600 (for both Reporting Persons)
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(c) Present Principal Occupation: Mr. Willetts: Director, President, and
Chief Executive Officer of the Issuer. The 401(k) Plan is an employee
benefit plan maintained by 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
------ -------------------------------------------------
All shares shown as to which Mr. Willetts has sole voting and sole
dispositive power were purchased with Mr. Willett's personal funds except for
500 shares that he received as a gift and a total of 22,597 shares owned by
trusts for which he serves as sole trustee. Shares for which Mr. Willetts has
sole voting but not dispositive power are the 202,910 shares held by the 401(k)
Plan. Mr. Willetts holds sole dispositive power (but no voting power) with
respect to the 17,000 shares of common stock which may be purchased by him
pursuant to the exercise of currently exercisable options.
Beneficial ownership for the shares shown as to which Mr. Willetts has
shared voting and shared dispositive power was acquired without payment as
follows: (i) the reporting person became beneficial owner of 70,310 shares when
he became co-trustee of the Eleanor J. H. Willetts Irrevocable Trust; (ii) Mr.
Willetts also serves as co-trustee of the Frederick Willetts, III, Helen
Margaret Willetts and Elizabeth Messick Willetts Trust which holds 21,385
shares; and (iii) he also may be deemed to be the beneficial owner of 1,478
shares owned by his spouse and the 435 shares for which his spouse serves as
custodian for their children. Due to the fact that Mr. Willetts holds general
powers of attorney for his mother and his two sisters, he may also be deemed to
share voting and dispositive power with respect to: (i) 55,833 shares held by
his mother and her IRA account; (ii) 12,590 shares held by his sister, Helen
Margaret Willetts and
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1,482 shares for which she serves as custodian and trustee; and (iii) 2,156
shares owned by his sister, Elizabeth M. Willetts. Copies of the powers of
attorney are filed as Exhibits 99.1-99.3 hereto. These powers of attorney were
not entered into in connection with the ownership of the Common Stock nor has
Mr. Willetts exercised voting and dispositive power with respect to these
shares. As such, he disclaims beneficial ownership of these shares.
The 401(k) Plan holds dispositive power only with respect to the 202,910
shares it holds in the plan. The 401(k) Plan was originally structured as a
combined employee stock ownership plan and 401(k) Plan. 84,374 shares were
purchased by the ESOP through a loan which has been repaid in full. The
remaining 118,536 shares held by the 401(k) Plan were purchased through the
deferral of participants income pursuant to the terms of the 401(k) Plan and
matching contributions by the Bank.
Item 4. Purpose of Transaction
------ ----------------------
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. Mr. Willetts, as trustee of his sister's trust, his father's trust
and
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his childrens' trust, may dispose of shares in accordance with his role as
trustee. In accordance with the rules and regulations of the Federal Reserve
Board under the Change in Bank Control Act, Mr. Willetts, together with shares
held by family members and the 401(k) Plan is deemed to own in excess of 10% of
the outstanding shares of Issuer Common Stock and was required to obtain the
prior approval of the Federal Reserve Board before becoming the named fiduciary
with respect to the 401(k) Plan. Such approval was obtained from the Federal
Reserve Board on April 1, 2002. 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;
(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;
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(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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Item 5. Interest in Securities of the Issuer
------ ------------------------------------
(a) The aggregate number of shares beneficially owned by the Reporting
Persons are 493,047, constituting 17.3% of the outstanding shares of
Common Stock. Included in this amount are 17,000 shares which Mr.
Willetts has the right to acquire under the stock option plan of the
Issuer.
(b) Mr. Willetts has sole voting and dispositive power over the 101,871
shares he holds directly, the 3,897 shares held in his childrens'
trust, over which he serves as sole trustee, and the 18,700 shares
held in the Elizabeth Messick Willetts Medical Trust, over which he
serves as sole trustee. Mr. Willetts has sole dispositve power with
respect to the 17,000 shares which he may acquire pursuant to the
exercise of options. Mr. Willetts has sole voting power with respect
to the 202,910 shares held by the 401(k) Plan. He shares voting and
dispositive power over the 91,695 shares held in two trusts for which
he serves as co-trustee and may be deemed to share voting and
dispositive power with respect to: (i) the 1,478 shares held by his
spouse; (ii) the 435 shares for which his spouse serves as custodian
for the benefit of their children; (iii) the 55,833 shares held by his
mother and her IRA account; (iv) the 12,590 shares held by Helen
Margaret Willetts; (v) the 1,482 shares for which Helen Margaret
Willetts serves as custodian and trustee; and (vi) the 2,156 shares
owned by Elizabeth M. Willetts.
The 401(k) Plan has sole dispositive power with respect to the
202,910 shares it holds.
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(c) The Reporting Persons' beneficial ownership increased during the past
60 days as a result of the following transactions:
NAME DATE # OF SHARES PRICE METHOD
---- ---- ----------- ----- ------
Spouse 1/17/03 4.4091 $16.7062 Div. Reinv.
Spouse as cust.
for children 1/17/03 1.3002 $16.7062 Div. Reinv.
Children's Trust 1/17/03 11.6274 $16.7062 Div. Reinv.
401(k) Plan 11/26/02 756.00 $16.05 Open Market
401(k) Plan 12/18/02 625.00 $17.00 Open Market
401(k) Plan 1/10/03 807.00 $16.50 Open Market
401(k) Plan 1/28/03 588.00 $17.25 Open Market
(d) Not applicable.
(e) Not applicable.
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Item 6. Contracts, Arrangements, Understanding or Relationships
------ With Respect to Securities of the Issuer
-------------------------------------------------------
Not applicable.
Item 7. Materials to be Filed as Exhibits
------ --------------------------------
Exhibit 99.1 Power of Attorney of Helen Margaret Willetts
Exhibit 99.2 Power of Attorney of Elizabeth Messick Willetts
Exhibit 99.3 Power of Attorney of Helen Margaret Willetts
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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.
Date: February 7, 2003 /s/ Frederick Willetts, III
--------------------------------------------
Frederick Willetts, III
Date: February 7, 2003 Cooperative Bank 401(k) Supplemental
Retirement Plan
By:/s/ Frederick Willetts, III
-----------------------------------------
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