0001019056-15-000933.txt : 20151127 0001019056-15-000933.hdr.sgml : 20151126 20151127084812 ACCESSION NUMBER: 0001019056-15-000933 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20151127 DATE AS OF CHANGE: 20151127 GROUP MEMBERS: ARIEL WARSZAWSKI GROUP MEMBERS: FIREFLY MANAGEMENT CO GP, LLC GROUP MEMBERS: FIREFLY VALUE PARTNERS, LP GROUP MEMBERS: FVP GP, LLC GROUP MEMBERS: FVP MASTER FUND, L.P. GROUP MEMBERS: RYAN HESLOP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASB Bancorp Inc CENTRAL INDEX KEY: 0001520300 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 453463413 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86449 FILM NUMBER: 151257269 BUSINESS ADDRESS: STREET 1: 11 CHURCH STREET CITY: ASHEVILLE STATE: NC ZIP: 28801 BUSINESS PHONE: 828-254-7411 MAIL ADDRESS: STREET 1: 11 CHURCH STREET CITY: ASHEVILLE STATE: NC ZIP: 28801 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Firefly Value Partners, LP CENTRAL INDEX KEY: 0001438637 IRS NUMBER: 721616675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-672-9600 MAIL ADDRESS: STREET 1: 601 WEST 26TH STREET STREET 2: SUITE 1520 CITY: NEW YORK STATE: NY ZIP: 10001 SC 13D/A 1 asb_13da1.htm SC 13D/A
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ____1____)*

ASB Bancorp, Inc.

 

(Name of Issuer)

Common Stock, par value $0.01 per share

 

(Title of Class of Securities)

00213T109

 

(CUSIP Number)

Ariel Warszawski

601 West 26th Street, Suite 1520

New York, NY 10001

(212) 672-9600

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 19, 2015

 

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 
 
     

CUSIP No. 00213T109

 13D

Page 2 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ryan Heslop		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


AF

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

IN		    
 
 
     

CUSIP No. 00213T109

 13D

Page 3 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Ariel Warszawski		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


AF

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

IN		    
 
 
     

CUSIP No. 00213T109

 13D

Page 4 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Firefly Value Partners, LP		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


AF

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

PN, IA		    
 
 
     

CUSIP No. 00213T109

 13D

Page 5 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FVP GP, LLC		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


AF

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

OO		    
 
 
     

CUSIP No. 00213T109

 13D

Page 6 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Firefly Management Company GP, LLC		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


AF

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

OO		    
 
 
     

CUSIP No. 00213T109

 13D

Page 7 of 10 Pages

     
               
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

FVP Master Fund, L.P.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    o
(b)    x		    
3.   SEC USE ONLY
 		    
4.  

 SOURCE OF FUNDS (see instructions)


WC

  
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     o    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands		    

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

      
7.   SOLE VOTING POWER
 
0
8.   SHARED VOTING POWER
 
0
9.   SOLE DISPOSITIVE POWER
 
0
10.   SHARED DISPOSITIVE POWER
 
0
         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0		    
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ¨		    
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0%		    
14.   TYPE OF REPORTING PERSON (see instructions)

PN		    
 
 
     

CUSIP No. 00213T109

 13D

Page 8 of 10 Pages

     

EXPLANATORY NOTE

This first amendment (this “First Amendment”) to the original Schedule 13D, which was filed on August 3, 2015 (the “Original Statement”) relates to the common stock (the “Common Stock”), par value $0.01 per share of ASB Bancorp, Inc. (the “Issuer”). This First Amendment is being filed on behalf of the Reporting Persons.

Item 1.  Security and Issuer.

       (a)   This First Amendment relates to the shares of Common Stock of the Issuer. This First Amendment supersedes and replaces the Original Statement.

       (b)   The principal executive office of the Issuer is located at 11 Church Street, Asheville, North Carolina 28801.

Item 2.  Identity and Background.

       (a)    This First Amendment is being filed by: (i) FVP Master Fund, L.P., a Cayman Islands exempted limited partnership (“FVP Master Fund”), (ii) Firefly Value Partners, LP, a Delaware limited partnership (“Firefly Partners”), which serves as the investment manager of FVP Master Fund, (iii) FVP GP, LLC, a Delaware limited liability company (“FVP GP”), which serves as the general partner of FVP Master Fund, (iv) Firefly Management Company GP, LLC, a Delaware limited liability company (“Firefly Management”, and together with FVP Master Fund, Firefly Partners and FVP GP, the “Firefly Entities”), which serves as the general partner of Firefly Partners, and (v) Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management (together with the Firefly Entities, the “Reporting Persons”). FVP Master Fund is a private investment vehicle formed for the purpose of investing and trading in a wide variety of securities and financial instruments. FVP Master Fund directly owns all of the shares of Common Stock reported in this Statement. Messrs. Heslop and Warszawski, Firefly Partners, Firefly Management and FVP GP may be deemed to share with FVP Master Fund voting and dispositive power with respect to such shares.

       (b)     The principal business office of FVP Master Fund is:
    c/o dms Corporate Services, Ltd.
    P.O. Box 1344
    dms House
    20 Genesis Close
    Grand Cayman, KY1-1108
    Cayman Islands

       The principal business office of Messrs. Heslop and Warszawski, Firefly Partners, FVP GP and Firefly Management is:

       601 West 26th Street, Suite 1520, New York, NY 10001

       (c)   The principal business of the Firefly Entities is to invest and trade in a wide array of securities and financial instruments. Each of the Reporting Persons is engaged in the investment business. The principal occupation of Mr. Heslop is serving as portfolio manager and partner of Firefly Partners. The principal occupation of Mr. Warszawski is serving as portfolio manager and partner of Firefly Partners.

       (d)   During the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 
 
     

CUSIP No. 00213T109

 13D

Page 9 of 10 Pages

     

       (e) During the last five years, no Reporting Person has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

       (f) For the citizenship information of Messrs. Heslop and Warszawski, see Item 6 on such Reporting Persons’ respective cover pages of this Statement.

Item 3.  Source or Amount of Funds or Other Consideration.

       The gross investment costs (including commissions, if any) to acquire the 427,770 shares of Common Stock directly owned by FVP Master Fund was approximately $4,868,274. The source of these funds was the working capital of FVP Master Fund. 

Item 4.  Purpose of Transaction.

       This First Amendment is being filed to report that the Reporting Persons have sold their shares of Common Stock to the Issuer, as reported to the Securities and Exchange Commission in a Current Report on Form 8-K filed on November 25, 2015. The Reporting Persons have no current plans to acquire more Common Stock or to communicate further with members of the Issuer’s management or board of directors. Except as described in this First Amendment, none of the Reporting Persons have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer.

       (a) The responses of each Reporting Person to Items (11) and (13) on the cover pages of this Statement are incorporated herein by reference. The percentage ownership of each Reporting Person is based on 4,405,266 shares of Common Stock outstanding as of October 31, 2015, as reported in the Issuer’s quarterly report on Form 10-Q, filed with the SEC on November 6, 2015.

       (b) The responses of each Reporting Persons to Items (7) through (10) on the cover pages of this Statement are incorporated herein by reference.

       (c) Within the past 60 days sixty days, FVP Master Fund sold shares of Common Stock as follows:

         Account Date Buy/Sell Number of Shares Price per Share ($)
           
  FVP Master Fund 11/19/15 Sell 421,770 $26.50

       (d) None.

       (e) The Reporting Persons ceased to be beneficial owners of more than five percent of the class of securities as of November 19, 2015, when the Reporting Persons sold all of their respective shares of Common Stock to the Issuer.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

       None of the Reporting Persons is a party to any contracts, arrangements, understandings or relationships (legal or otherwise) with each other or any other persons with respect to any securities of the Issuer, including, but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits.

Exhibit No.                    Document  
1   Joint Filing Agreement, dated July 31, 2015, filed with the Original Statement.
 
 
     

CUSIP No. 00213T109

 13D

Page 10 of 10 Pages

SIGNATURE

After reasonable inquiry, and to the best of his or its respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:      November 27, 2015

  /s/ Ryan Heslop
  Ryan Heslop
   
  Ariel Warszawski
  Firefly Value Partners, LP
  FVP GP, LLC
  Firefly Management Company GP, LLC
  FVP Master Fund, L.P.
   
  By: /s/ Ariel Warszawski
  Ariel Warszawski, for himself and as Managing Member of FVP GP (for itself and as general partner of FVP Master Fund) and Firefly Management (for itself and as general partner of Firefly Partners)