SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 6)
Cooperative Bankshares, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
216844 10 0
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(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(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
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/ 1 / NAMES OF REPORTING PERSON: FREDERICK WILLETTS, III
/ / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (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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/ /
/ / SOLE VOTING POWER 329,762
/ NUMBER OF --------------------------------------------------------
/ SHARES / SHARED VOTING POWER 165,695
/ BENEFICIALLY /
/ OWNED BY --------------------------------------------------------
/ EACH / SOLE DISPOSITIVE POWER 138,495
/ REPORTING /
/ PERSON --------------------------------------------------------
/ WITH / SHARED DISPOSITIVE POWER 165,695
/ /
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/ 11 / AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
/ / 495,457
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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 9
/ / 17.4%
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/ 14 / TYPE OF REPORTING PERSON
/ / IN
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2
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/ 1 / NAMES OF REPORTING PERSON:
/ /
/ / COOPERATIVE BANK 401(k) SUPPLEMENTAL RETIREMENT PLAN
/ /
/ / I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (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
/ /
--------------------------------------------------------------------------------
/ /
/ 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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/ /
/ / SOLE VOTING POWER 0
/ NUMBER OF --------------------------------------------------------
/ SHARES / SHARED VOTING POWER 0
/ BENEFICIALLY /
/ OWNED BY --------------------------------------------------------
/ EACH / SOLE DISPOSITIVE POWER 208,267
/ REPORTING /
/ PERSON --------------------------------------------------------
/ WITH / SHARED DISPOSITIVE POWER 0
/ /
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/ 11 / AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
/ / 208,267
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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 9
/ / 7.3%
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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,
Amendment #2 on September 15, 1998, Amendment #3 on January 31, 2000, Amendment
#4 on April 11, 2002, and Amendment #5 on February 12, 2003, 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 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 401(k) 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)
(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
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
All shares of Common Stock shown as to which Mr. Willetts has sole voting
and sole dispositive power were purchased with Mr. Willetts' personal funds
except for 500 shares of Common Stock that he received as a gift and a total of
22,597 shares of Common Stock owned by trusts for which he serves as sole
trustee. Shares of Common Stock for which Mr. Willetts has sole voting but not
dispositive power are the 208,267 shares held by the 401(k) Plan. Mr. Willetts
holds sole dispositive power (but not voting power) with respect to the 17,000
shares of Common Stock which may be purchased by him pursuant to currently
exercisable options.
Beneficial ownership for the shares of Common Stock 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 of Common Stock 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 of Common Stock; and (iii) he also may be deemed to be
the beneficial owner of 1,488 shares of Common Stock owned by his spouse and the
438 shares of Common Stock 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 of Common Stock held by his
mother and her IRA account; (ii) 12,590 shares of Common Stock held by his
sister, Helen Margaret Willetts and 1,495 shares of Common Stock for which she
serves as custodian and trustee; and (iii) 2,156 shares of Common Stock owned by
his sister, Elizabeth M. Willetts. Copies of the powers of attorney were filed
as Exhibits 99.1-99.3 to Amendment #5. 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 208,267
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 of Common
Stock were purchased by the ESOP through a loan which has been repaid in full.
The remaining 123,536 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 of Common Stock 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 Common Stock for investment or dispose of
shares of 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.
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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 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 the 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 Articles of Incorporation or Bylaws or other
actions which may impede the acquisition of control of the Issuer by
any person;
(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 495,457, constituting 17.4% of the outstanding shares of
Common Stock. Included in this amount are 17,000 shares of Common
Stock 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 98,871
shares he holds directly, the 3,924 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 dispositive 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 208,267 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 1,488 shares held by his
spouse; (ii) the 438 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 1,495 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
208,267 shares it holds.
(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 1/17/04 2.78 $26.76 Dividend reinv.
Spouse as cust.
for children 1/17/04 .82 $26.76 Dividend Reinv.
Children's Trust 1/17/04 7.33 $26.76 Dividend Reinv.
401 (k) Plan 12/17/03 542 $25.48 Open Market
401 (k) Plan 1/15/04 563 $26.40 Open Market
401 (k) Plan 2/4/04 330 $27.20 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.
None.
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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 9, 2004 /s/ Frederick Willetts, III
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Frederick Willetts, III
Date: February 9, 2004 Cooperative Bank 401(k) Supplemental
Retirement Plan
By:/s/ Frederick Willetts, III
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9