asbbschedule13damend2.htm

0001026081-15-000023.txt : 20150824 0001026081-15-000023.hdr.sgml : 20150824 20150824095209 ACCESSION NUMBER: 0001026081-15-000023 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150824 DATE AS OF CHANGE: 20150824 GROUP MEMBERS: 2514 MULTI-STRATEGY FUND LP GROUP MEMBERS: BROAD PARK INVESTORS LLC GROUP MEMBERS: CBPS LLC GROUP MEMBERS: CHEWY GOOEY COOKIES LP GROUP MEMBERS: JBRC I LLC GROUP MEMBERS: LAWRENCE B SEIDMAN GROUP MEMBERS: LSBK06-08 LLC GROUP MEMBERS: SEIDMAN & ASSOCIATES LLC GROUP MEMBERS: SEIDMAN INVESTMENT PARTNERSHIP II LP GROUP MEMBERS: SEIDMAN INVESTMENT PARTNERSHIP III LP GROUP MEMBERS: SEIDMAN INVESTMENT PARTNERSHIP LP GROUP MEMBERS: VETERI PLACE CORP INC 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: 151070130 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: SEIDMAN LAWRENCE B CENTRAL INDEX KEY: 0001026081 STATE OF INCORPORATION: NJ FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: IVY CORPORATE PARK STREET 2: 100 MISTY LANE 1ST FL CITY: PARSIPPANY STATE: NJ ZIP: 07054 SC 13D/A 1 asbbschedule13damend2.htm SCHEDULE 13D AMEND NO. 2 ASB BANCORP, INC. asbbschedule13damend2.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

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. 2)

ASB Bancorp, Inc.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

00213T109

(CUSIP Number)

LAWRENCE B. SEIDMAN

100 Misty Lane, 1st Floor

Parsippany, New Jersey 07054

(973) 952-0405

STEVE WOLOSKY, ESQ.

OLSHAN FROME WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 21, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Seidman and Associates, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 57,050
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 57,050
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 57,050
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.30%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Seidman Investment Partnership, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 35,074
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 35,074
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,074
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.80%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Seidman Investment Partnership II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 56,148
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 56,148
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,148
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.28%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Seidman Investment Partnership III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,056
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,056
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS LSBK06-08, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Florida
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 28,213
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 28,213
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,213
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.64%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Broad Park Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 34,857
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 34,857
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,857
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.79%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Chewy Gooey Cookies, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 715
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 715
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 715
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS 2514 Multi-Strategy Fund L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 13,736
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 13,736
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,736
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.31%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS CBPS, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 28,825
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 28,825
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,825
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.66%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Veteri Place Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 148,260
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 148,260
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 148,260
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.38%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS JBRC I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 10,056
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 10,056
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,056
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.23%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 00213T109

1	NAME OF REPORTING PERSONS Lawrence B. Seidman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 264,674
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 264,674
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.04%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 00213T109

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned ("Amendment No. 2"). This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

(a-c) This statement is also being filed by Chewy Gooey Cookies, L.P. ("Chewy"), a Delaware limited partnership formed, in part, to invest in stocks of public companies, whose principal and executive offices are located at 80 Main Street, Suite 510, West Orange, New Jersey 07052. Lawrence Seidman is the investment manager of Chewy.

The name, residence or business address, and the principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each executive officer and director, each general partner and each controlling person, if any, of SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman, is set forth in Schedule A hereto. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri , JBRC and Seidman shall hereinafter be referred to as the "Reporting Persons". The Reporting Persons have formed a group with respect to the securities of the Issuer within the meaning of Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by the Reporting Persons were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases (unless otherwise noted), as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase cost of the 264,674 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $5,010,938, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 21, 2015, Mr. Seidman sent a letter to Suzanne S. DeFerie, President and CEO of the Issuer, recommending that the Board pursue a sale of the Issuer in order to maximize shareholder value for the benefit of all the owners of the Issuer. In the letter, Mr. Seidman also requested that he be appointed to the Board to represent all shareholders' interests. A copy of this letter is attached as Exhibit 99.3 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each Reporting Person is based upon 4,384,657 Shares outstanding, which is the total number of Shares outstanding as of July 31, 2015, as reported in the Issuer's 10-Q filed with the Securities and Exchange Commission on August 7, 2015.

CUSIP No. 00213T109

SAL

(a)	As of the close of business on August 21, 2015, SAL beneficially owned 57,050 Shares.

Percentage: Approximately 1.30%.

(b)	1. Sole power to vote or direct the vote: 57,050

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 57,050

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by SAL during the past 60 days.

SIP

(a)	As of the close of business on August 21, 2015, SIP beneficially owned 35,074 Shares.

Percentage: Approximately 0.80%.

(b)	1. Sole power to vote or direct the vote: 35,074

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 35,074

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by SIP during the past 60 days.

SIPII

(a)	As of the close of business on August 21, 2015, SIPII beneficially owned 56,148 Shares.

Percentage: Approximately 1.28%.

(b)	1. Sole power to vote or direct the vote: 56,148

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 56,148

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by SIPII during the past 60 days that have not been previously reported.

CUSIP No. 00213T109

SIPIII

(a)	As of the close of business on August 21, 2015, SIPIII beneficially owned 10,056 Shares.

Percentage: Approximately 0.23%.

(b)	1. Sole power to vote or direct the vote: 10,056

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 10,056

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by SIPIII during the past 60 days.

LSBK

(a)	As of the close of business on August 21, 2015, LSBK beneficially owned 28,213 Shares.

Percentage: Approximately 0.64%.

(b)	1. Sole power to vote or direct the vote: 28,213

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 28,213

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by LSBK during the past 60 days.

F.	Broad Park

(a)	As of the close of business on August 21, 2015, Broad Park beneficially owned 34,857 Shares.

Percentage: Approximately 0.79%.

(b)	1. Sole power to vote or direct the vote: 34,857

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 34,857

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by Broad Park during the past 60 days.

CUSIP No. 00213T109

Chewy

(a)	As of the close of business on August 21, 2015, Chewy beneficially owned 715 Shares.

Percentage: Approximately 0.02%.

(b)	1. Sole power to vote or direct the vote: 715

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 715

4. Shared power to dispose or direct the disposition: 0

(c)	The transaction in the Shares by Chewy during the past 60 days is set forth in Schedule B and is incorporated herein by reference.

2514 MSF

(a)	As of the close of business on August 21, 2015, 2514 MSF beneficially owned 13,736 Shares.

Percentage: Approximately 0.31%.

(b)	1. Sole power to vote or direct the vote: 13,736

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 13,736

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by 2514 MSF during the past 60 days.

CBPS

(a)	As of the close of business on August 21, 2015, CBPS beneficially owned 28,825 Shares.

Percentage: Approximately 0.66%.

(b)	1. Sole power to vote or direct the vote: 28,825

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 28,825

4. Shared power to dispose or direct the disposition: 0

(c)	There have not been any transactions in the Shares by CBPS during the past 60 days.

CUSIP No. 00213T109

Veteri

(a)

Veteri, (i) as the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 35,074 Shares owned by SIP and the 56,148 Shares owned by SIPII, and (ii) as the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 28,213 Shares owned by LSBK and the 28,825 Shares owned by CBPS. Accordingly, Veteri may be deemed the beneficial owner of an aggregate of 148,260 Shares.

Percentage: Approximately 3.38%.

(b)	1. Sole power to vote or direct the vote: 148,260

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 148,260

4. Shared power to dispose or direct the disposition: 0

(c)	Veteri has not entered into any transactions in the Shares during the past 60 days.

JBRC

(a)	JBRC, as the co-general partner of SIPIII, may be deemed the beneficial owner of the 10,056 Shares owned by SIPIII.

Percentage: Approximately 0.23%.

(b)	1. Sole power to vote or direct the vote: 10,056

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 10,056

4. Shared power to dispose or direct the disposition: 0

(c)	JBRC has not entered into any transactions in the Shares during the past 60 days.

Seidman

(a)

Seidman, (i) as the manager of SAL, may be deemed the beneficial owner of the 57,050 Shares owned by SAL, (ii) as the sole officer of Veteri, the corporate general partner of each of SIP and SIPII, may be deemed the beneficial owner of the 35,074 Shares owned by SIP and the 56,148 Shares owned by SIPII, (iii) as the managing member of JBRC I, LLC, the co-general partner of SIPIII, may be deemed the beneficial owner of the 10,056 Shares owned by SIPIII, (iv) as the sole officer of Veteri, the trading advisor of LSBK and CBPS, may be deemed the beneficial owner of the 28,213 Shares owned by LSBK and the 28,825 Shares owned by CBPS, and (v) as the investment manager for each of Broad Park, Chewy and 2514 MSF, may be deemed the beneficial owner of the 34,857 Shares owned by Broad Park, the 715 Shares owned by Chewy and the 13,736 Shares owned by 2514 MSF. Accordingly, Seidman may be deemed the beneficial owner of an aggregate of 264,674 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.

Percentage: Approximately 6.04%.

(b)	1. Sole power to vote or direct the vote: 264,674

2. Shared power to vote or direct the vote: 0

3. Sole power to dispose or direct the disposition: 264,674

4. Shared power to dispose or direct the disposition: 0

CUSIP No. 00213T109

(c)	Seidman has not entered into any transactions in the Shares during the past 60 days. The transaction in the Shares during the past 60 days on behalf of Chewy is set forth on Schedule B and incorporated herein by reference.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

To the best of the Reporting Persons’ knowledge, except as set forth in this Schedule 13D, none of the persons listed on Schedule A to the Schedule 13D beneficially owns any securities of the Issuer.

(d)	No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 21, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. A copy of this agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.2	Joint Filing Agreement, dated August 21, 2015, by and among SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, JBRC and Seidman.

99.3	August 21, 2015 Letter from Seidman to Suzanne S. DeFerie, President and CEO of the Issuer.

Signature Page to ASB Bancorp, Inc. Schedule 13D Amendment No. 2

SIGNATURES

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

Dated: August 24, 2015	SEIDMAN AND ASSOCIATES, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Manager

	SEIDMAN INVESTMENT PARTNERSHIP, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP III, L.P.

	By:	JBRC I, LLC, its
		Co-General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	LSBK06-08, L.L.C.

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	BROAD PARK INVESTORS, L.L.C.

	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CHEWY GOOEY COOKIES, L.P.

	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	2514 MULTI-STRATEGY FUND, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CBPS, LLC

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	VETERI PLACE CORPORATION


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	JBRC I, LLC


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	/ss/ Lawrence B. Seidman
	LAWRENCE B. SEIDMAN

CUSIP No. 00213T109

SCHEDULE A

Name	Principal Business/Occupation	Principal Business Address	Citizenship
Jonathan Mandelbaum	Manager of Cavity, L.L.C., the General Partner of Chewy Gooey Cookies, L.P.	80 Main Street, Suite 510, West Orange, New Jersey 07052	United States

CUSIP No. 00213T109

SCHEDULE B

Transactions in the Shares During the Past 60 Days

Entity

Date Purch

Per Share*

Cost*

Chewy

8/7/15

22.7779

16,286.25

715

*Includes brokerage commission.

CUSIP No. 00213T109

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of ASB Bancorp, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: August 21, 2015	SEIDMAN AND ASSOCIATES, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Manager

	SEIDMAN INVESTMENT PARTNERSHIP, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP II, L.P.

	By:	Veteri Place Corporation, its General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	SEIDMAN INVESTMENT PARTNERSHIP III, L.P.

	By:	JBRC I, LLC, its
		Co-General Partner


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	LSBK06-08, L.L.C.

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	BROAD PARK INVESTORS, L.L.C.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CHEWY GOOEY COOKIES, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	2514 MULTI-STRATEGY FUND, L.P.


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Investment Manager

	CBPS, LLC

	By:	Veteri Place Corporation, its Trading Advisor


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	VETERI PLACE CORPORATION


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman President

	JBRC I, LLC


	By:	/ss/ Lawrence B. Seidman
		Lawrence B. Seidman Managing Member

	/ss/ Lawrence B. Seidman
	LAWRENCE B. SEIDMAN

EX-99.3 2 exhibit993.htm AUGUST 21 2015 LETTER asbbschedule13damend2.htm

CUSIP No. 00213T109

Exhibit 99.3

LAWRENCE B. SEIDMAN

Ivy Corporate Park

100 Misty Lane, 1st Floor

Parsippany, NJ 07054

(973) 952-0405 tel.

August 21, 2015

Ms. Suzanne S. DeFerie, President and CEO

ASB Bancorp, Inc.

11 Church Street

Asheville, NC 28801

Dear Ms. DeFerie:

I am not writing this letter to embarrass, or demean, any member of the ASB Bancorp, Inc. (ASBB) Board of Directors or senior management. Rather, I write to express a view that independence is only earned through satisfactory financial performance. Unfortunately, the ASBB Board and senior management have not earned the right for ASBB to remain independent due to its poor financial performance during their extended tenures. Much has been written about "too big to fail," but unfortunately ASBB falls into the category of "too small to survive."

The ASBB Board now consists of nine (9) members, seven (7) of whom have served between ten (10) to twenty-five (25) years. You yourself have been a member of senior management since 1991, as an Executive Vice President and Chief Financial Officer until December 2007, and then as a director, President and Chief Executive Officer from January 2008 to the present.

The long-serving directors must unquestionably take responsibility for ASBB's poor financial performance. As reported in its July 31, 2015 earnings release, ASBB's return on average assets (ROAA) was 0.44% and the return on average equity (ROAE) was 3.58% for the quarter ended June 30, 2015. For the past five (5) calendar years (12/31/2010 – 12/31/2014), ASBB's ROAA has gone from (1.25%) to 0.33% and ASBB's ROAE for the same period has gone from (13.01%) to 2.51%.1 These results are truly abysmal. One reason for ASBB's poor performance over this same period is that ASBB's efficiency ratio has gone from approximately 71% for calendar year 2010 to approximately 88% for calendar year 2014. For the second quarter of 2015, the efficiency ratio, as disclosed in the July 31, 2015 earnings release, was 80.32%.

When we met at the February 2015 Sterne Agee Conference in Florida, you attributed ASBB's woeful performance to North Carolina's poor economy, deflecting any blame for this performance from the ASBB Board and senior management. This shows an extreme lack of insight and accountability on your part. It is interesting that, based upon my research, ASBB, as compared to other North Carolina banks, has been in the bottom 25% quartile for ROAA and ROAE for the last five (5) years. Approximately 75% of these other North Carolina banks seem to be less adversely affected by the North Carolina economy than ASBB for an obvious reason - to wit: they are being more effectively managed.

Clearly, the ASBB Board and senior management team have not earned the right to continue to operate Asheville Savings Bank; therefore, the ASBB Board should immediately retain an investment banker to explore a sale of ASBB.

To avoid a proxy contest at the next annual meeting and help to position ASBB for a potential sale, I requested Board representation so I could be privy to ASBB’s long-term operating budget, which you described as “very promising”. Unfortunately, your past performance brings your analytical skills into question. In addition, you stated that in order for me to see the long-term operating budget, I would have to be on ASBB’s Board. Therefore, it appears that the clear solution is to appoint me to the Board so that we can avoid the need for a proxy contest and together pursue a transaction that is in the best interests of all shareholders.

Toward that end, I have already been approached by parties interested in exploring a potential acquisition. At a Banking Conference in late July, the senior management of two companies informed me they had an interest in speaking with you about a merger. In addition, a Chief Executive Officer of a third institution represented to me, at the same conference, that he sent you an email wishing to discuss a possible merger.

In view of the opportunities that exist, your reluctance to enter into serious merger discussions with potential buyers only reinforces my view that you and the others on ASBB’s Board are more interested in retaining their personal rewards than trying to fulfill their fiduciary duty to the ASBB shareholders and maximize shareholder value.

Please feel free to call me to discuss the issues contained in this letter, or any other issues that may be relevant to maximizing shareholder value. Also, please distribute a copy of this letter to each ASBB Board member.

Very truly yours,

/ss/ Lawrence B. Seidman

LAWRENCE B. SEIDMAN

1 Source SNL Financial.