asbbschedule13damend3.htm

0001026081-16-000029.txt : 20160122 0001026081-16-000029.hdr.sgml : 20160122 20160122092309 ACCESSION NUMBER: 0001026081-16-000029 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160122 DATE AS OF CHANGE: 20160122 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: 161354847 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 asbbschedule13damend3.htm SCHEDULE 13D AMEND NO. 3 ASB BANCORP, INC. asbbschedule13damend3.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. 3)

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.

MICHAEL NEIDELL, 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)

January 20, 2016

(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) 1.43%
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) 0.88%
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) 1.41%
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) 0.25%
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) 0.71%
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) 0.88%
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) 0.34%
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) 0.72%
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) 3.72%
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) 0.25%
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 265,674
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 265,674
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,674
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.67%
14	TYPE OF REPORTING PERSON IN

CUSIP No. 00213T109

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth.

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 265,674 Shares beneficially owned in the aggregate by the Reporting Persons is approximately $5,036,994, including brokerage commissions.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On January 20, 2016, the Issuer and its wholly owned subsidiary, Asheville Savings Bank (the “Bank”), entered into an Agreement (the “Agreement”) with the Reporting Persons and Kenneth J. Wrench (“Wrench”), an individual who was recommended by the Reporting Persons for appointment to the Boards of Directors of the Issuer and the Bank.

The Agreement provides that Seidman will be appointed by the Issuer to the class of directors whose term expires at the Annual Meeting of Shareholders to be held in May 2016 (the “2016 Annual Meeting”) and will be renominated at the 2016 Annual Meeting to a term to expire at the Annual Meeting of Shareholders to be held in May 2019. Seidman will also be appointed to the Board of Directors of the Bank for a similar term.

The Agreement further provides that Wrench will be appointed by the Issuer to the class of directors whose term expires at the Annual Meeting of Shareholders to be held in May 2018 (the “2018 Annual Meeting”) and will be renominated at the 2016 Annual Meeting to a term to expire at the 2018 Annual Meeting. Wrench will also be appointed to the Board of Directors of the Bank for a similar term.

During the term of the Agreement, which, with respect to the Reporting Persons, is scheduled to continue for so long as Seidman (or his replacement director as provided under the Agreement) remains on the Board of Directors of the Issuer or the Bank and, with respect to Wrench, is scheduled to continue for so long as Wrench (or his replacement director as provided under the Agreement) remains on the Board of Directors of the Issuer or the Bank, the Reporting Persons and Wrench will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Issuer’s Board of Directors, initiate or solicit shareholder proposals or seek to place any additional representatives on the Issuer’s Board of Directors (other than any replacement director as provided under the Agreement), oppose any proposal or director nomination submitted by the Board of Directors to the Issuer’s shareholders, vote for any nominee to the Issuer’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Issuer or the Boards of Directors of the Issuer or the Bank (although nothing in the Agreement will prevent either Seidman or Wrench from expressing their views to other members of the Board or management or otherwise engaging in lawful acts in their capacities as directors), propose or seek to effect a merger or sale of the Issuer, or initiate litigation against the Issuer.

In addition, during the term of the Agreement, the Reporting Persons and Wrench have agreed to vote in favor of the nominees for election or re-election as directors of the Issuer selected by the Board of Directors.

The foregoing description is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 99.4 and is incorporated herein by reference.

CUSIP No. 00213T109

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 3,983,496 Shares outstanding, which is the total number of Shares outstanding as of November 19, 2015, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on November 25, 2015.

SAL

(a)	As of the close of business on January 20, 2016, SAL beneficially owned 57,050 Shares.

Percentage: Approximately 1.43%.

(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 January 20, 2016, SIP beneficially owned 35,074 Shares.

Percentage: Approximately 0.88%.

(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.

CUSIP No. 00213T109

SIPII

(a)	As of the close of business on January 20, 2016, SIPII beneficially owned 56,148 Shares.

Percentage: Approximately 1.41%.

(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.

SIPIII

(a)	As of the close of business on January 20, 2016, SIPIII beneficially owned 10,056 Shares.

Percentage: Approximately 0.25%.

(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 January 20, 2016, LSBK beneficially owned 28,213 Shares.

Percentage: Approximately 0.71%.

(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.

CUSIP No. 00213T109

F.	Broad Park

(a)	As of the close of business on January 20, 2016, Broad Park beneficially owned 34,857 Shares.

Percentage: Approximately 0.88%.

(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.

Chewy

(a)	As of the close of business on January 20, 2016, 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)	There have not been any transaction in the Shares by Chewy during the past 60 days.

2514 MSF

(a)	As of the close of business on January 20, 2016, 2514 MSF beneficially owned 13,736 Shares.

Percentage: Approximately 0.34%.

(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.

CUSIP No. 00213T109

CBPS

(a)	As of the close of business on January 20, 2016, CBPS beneficially owned 28,825 Shares.

Percentage: Approximately 0.72%.

(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.

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 3.72%.

(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, SIP, SIPII, LSBK and CBPS have 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 and SIPIII have not entered into any transactions in the Shares during the past 60 days.

CUSIP No. 00213T109

Seidman

(a)

Seidman (i) individually owns 1,000 Shares, (ii) as the manager of SAL, may be deemed the beneficial owner of the 57,050 Shares owned by SAL, (iii) 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, (iv) 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, (v) 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 (vi) 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 265,674 Shares. In the foregoing capacities, Seidman has sole and exclusive investment discretion and voting authority with respect to all such Shares.

Percentage: Approximately 6.67%.

(b)	1. Sole power to vote or direct the vote: 265,674

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

3. Sole power to dispose or direct the disposition: 265,674

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

(c)	The transaction in the Shares by Seidman during the past 60 days is set forth on Schedule B and is incorporated herein by reference. SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF and CBPS have not entered into any transactions in the Shares during the past 60 days.

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.

CUSIP No. 00213T109

Item 6.

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

Item 6 is hereby amended to add the following:

On January 20, 2016, the Issuer, the Bank, the Reporting Persons and Wrench entered into the Agreement, as defined and described in Item 4 above and attached as Exhibit 99.4 hereto.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.4.

Agreement, dated January 20, 2016, by and among ASB Bancorp, Inc., Asheville Savings Bank, Seidman and Associates, L.L.C., Seidman Investment Partnership, L.P., Seidman Investment Partnership II, L.P., Seidman Investment Partnership III, L.P., LSBK06-08, L.L.C., Broad Park Investors, L.L.C., Chewy Gooey Cookies, L.P., 2514 Multi-Strategy Fund, L.P., CBPS, LLC, Veteri Place Corporation, JBRC I, LLC, Lawrence B. Seidman and Kenneth J. Wrench.

Signature Page to ASB Bancorp, Inc. Schedule 13D Amendment No. 3

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: January 20, 2016	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 B

Transactions in the Shares During the Past 60 Days

Entity

Date Purch

Per Share*

Cost*

Seidman

12/8/2015

26.0560

$26,055.95

1,000

*Includes brokerage commission.

EX-99.4 2 exhibit994.htm JANUARY 20, 2016 AGREEMENT exhibit994.htm

CUSIP No. 002213T109

EXHIBIT 99.4

AGREEMENT

THIS AGREEMENT (the “Agreement”), dated this 20th day of January, 2016, is by and among ASB Bancorp, Inc. (the “Company”) and Asheville Savings Bank (the “Bank,” and collectively with the Company, “ASB”), Seidman and Associates, L.L.C. (“SAL”), Seidman Investment Partnership, L.P. (“SIP”), Seidman Investment Partnership II, L.P. (“SIPII”), Seidman Investment Partnership III, L.P. (“SIPIII”), LSBK06-08, L.L.C. (“LSBK”), Broad Park Investors, L.L.C. (“Broad Park”), Chewy Gooey Cookies, L.P. (“Chewy”), 2514 Multi-Strategy Fund, L.P. (“2514 MSF”), CBPS, LLC (“CBPS”), Veteri Place Corporation (“Veteri”), JBRC I, LLC (“JBRC”), and Lawrence B. Seidman, an individual (“Seidman” and collectively with SAL, SIP, SIPII, SIPIII, LSBK, Broad Park, Chewy, 2514 MSF, CBPS, Veteri, and JBRC, the “Seidman Group” (each a “Seidman Group Member”)), and Kenneth J. Wrench, an individual (“Wrench”).

RECITALS

WHEREAS, ASB, the Seidman Group, and Wrench have agreed that it is in their mutual interests to enter into this Agreement.

NOW THEREFORE, in consideration of the Recitals and the representations, warranties, covenants, and agreements contained herein and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Representations and Warranties of the Seidman Group Members. The Seidman Group Members represent and warrant to ASB as follows:

(a) The Seidman Group has fully disclosed in Exhibit A to this Agreement the total number of shares of common stock of the Company, par value $0.01 per share (“Company Common Stock”), to which it or Wrench is the beneficial owner, and neither the Seidman Group nor any Seidman Group Member nor any of their affiliates has (i) a right to acquire any interest in any capital stock of the Company, or (ii) a right to vote any shares of capital stock of the Company other than as set forth in Exhibit A;

(b) The Seidman Group and the Seidman Group Members have full power and authority to enter into and perform their obligations under this Agreement, and the execution and delivery of this Agreement by the Seidman Group and Seidman Group Members has been duly authorized by the Seidman Group and the Seidman Group Members. This Agreement constitutes a valid and binding obligation of the Seidman Group and each Seidman Group Member, and the performance of its terms will not constitute a violation of any limited partnership agreement, articles of incorporation, bylaws, operating agreement, or any agreement or instrument to which the Seidman Group or any Seidman Group Member is a party; and

(c) There are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Seidman Group or any Seidman Group Member and ASB or between the Seidman Group or any Seidman Group Member and Wrench other than as set forth in this Agreement.

2. Representations and Warranties of the Company and the Bank.

(a) The Company and the Bank hereby represent and warrant to the Seidman Group that the Company and the Bank have full power and authority to enter into and perform their respective obligations under this Agreement and that the execution and delivery of this Agreement by the Company and the Bank has been duly authorized by the Board of Directors of the Company and the Bank. This Agreement constitutes a valid and binding obligation of the Company and the Bank, and the performance of its terms will not constitute a violation of their respective articles of incorporation, charter, or bylaws or any agreement or instrument to which the Company or the Bank is a party; and

(b) The Company and the Bank hereby represent and warrant to the Seidman Group that there are no arrangements, agreements, or understandings concerning the subject matter of this Agreement between the Seidman Group or any Seidman Group Member and ASB other than as set forth in this Agreement.

3. Covenants.

(a) During the term of this Agreement, ASB covenants and agrees as follows:

(i) Upon receipt of all necessary regulatory approvals for the appointment of Seidman, the Company will take all necessary and appropriate corporate action to appoint Seidman to the class of directors thereof whose term expires at the Annual Meeting of Shareholders expected to be held in May 2016 (the “2016 Annual Meeting”) and to renominate him at the 2016 Annual Meeting for a three-year term to expire at the Annual Meeting of Shareholders currently expected to be held in May 2019. Upon receipt of all necessary regulatory approvals for the appointment of Seidman, the Company and the Bank shall take all necessary and appropriate action to appoint Seidman to the same terms of office on the Board of Directors of the Bank. The parties hereto understand and agree that any new director of the Company and the Bank, including Seidman, must receive all necessary regulatory approvals and non-objections, including those of the North Carolina Commissioner of Banks (“NCCOB”), before commencing service as a director of the Company or the Bank. The parties hereto agree to act in good faith and cooperate with each other in promptly submitting all necessary notices to the NCCOB contemplated hereby. The parties hereto acknowledge and agree that they anticipate that Seidman will be added to the Boards of Directors of the Company and the Bank starting with the March 2016 meetings of the Boards of Directors of the Company and the Bank;

(ii) Upon receipt of all necessary regulatory approvals for the appointment of Wrench, the Company will take all necessary and appropriate corporate action to appoint Wrench to the class of directors thereof whose term expires at the Annual Meeting of Shareholders expected to be held in May 2018 (the “2018 Annual Meeting”) and to renominate him at the 2016 Annual Meeting for a two-year term set to expire at the 2018 Annual Meeting. Upon receipt of all necessary regulatory approvals for the appointment of Wrench, the Company and the Bank shall take all necessary and appropriate action to appoint Wrench to the same terms of office on the Board of Directors of the Bank. The parties hereto understand and agree that any new director of the Company and the Bank, including Wrench, must receive all necessary regulatory approvals and non-objections, including those of the NCCOB, before commencing service as a director of the Company or the Bank. The parties hereto agree to act in good faith and cooperate with each other in promptly submitting all necessary notices to the NCCOB contemplated hereby. The parties hereto acknowledge and agree that they anticipate that Wrench will be added to the Boards of Directors of the Company and the Bank starting with the March 2016 meetings of the Boards of Directors of the Company and the Bank;

(iii) Upon their appointment and qualification to the Company’s and the Bank’s Boards of Directors, Seidman and Wrench shall be treated on a consistent basis with other members of the Company’s and the Bank’s Board of Directors with respect to compensation and benefits; and

(iv) Should Seidman’s position (or the position of any replacement appointed pursuant to this Section 3(a)(iv)) as a director of the Company or the Bank be terminated during the term of this Agreement due to his resignation, death, permanent disability, or otherwise, or should Seidman (or any such replacement) fail to receive the necessary regulatory approvals for his appointment, the Company and the Bank shall each appoint a replacement director, selected by Seidman (each, a “Seidman Replacement Director”), subject to the approval of the Company, which approval shall not be unreasonably withheld, and such Seidman Replacement Director shall, subject to his or her agreement to honor the provisions of Sections 3(d) and 3(e) hereof and any required regulatory approval, be appointed promptly (within 60 days) to the Boards of the Company and the Bank.

(v) Should Wrench’s position (or the position of any replacement appointed pursuant to this Section 3(a)(v)) as a director of the Company or the Bank be terminated during the term of this Agreement due to his resignation, death, permanent disability, or otherwise, or should Wrench (or any such replacement) fail to receive the necessary regulatory approvals for his appointment, the Company and the Bank shall each appoint a replacement director, selected by Seidman (each, a “Wrench Replacement Director”), subject to the approval of the Company, which approval shall not be unreasonably withheld, and such Wrench Replacement Director shall, subject to his or her agreement to honor the provisions of Sections 3(d) and 3(e) hereof and any required regulatory approval, be appointed promptly (within 60 days) to the Boards of the Company and the Bank.

(b) During the term of this Agreement, the Seidman Group and each Seidman Group Member covenant and agree not to do the following, directly or indirectly, alone or in concert with any affiliate, other group, or other person; provided, however, that nothing herein shall prevent or limit Seidman from (x) expressing his views or positions on matters related to the Company’s or the Bank’s business, operations, or policies to other members of the Company’s or the Bank’s Board of Directors or management, or (y) otherwise engaging in lawful acts in his capacity as a director of the Company or the Bank in such manner as may be necessary or appropriate in order to fulfill his duties as a director:

(i) acquire, offer, or propose to acquire or agree to acquire, whether by purchase, tender or exchange offer, or through the acquisition of control of another person or entity (including by way of merger or consolidation) any additional shares of the outstanding Company Common Stock, any rights to vote or direct the voting of any additional shares of Company Common Stock, or any securities convertible into Company Common Stock (except by way of stock splits, stock dividends, stock reclassifications, or other distributions or offerings made available and, if applicable, exercised on a pro rata basis, to holders of the Company Common Stock generally); provided, however, notwithstanding anything to the contrary set forth herein, the Seidman Group may acquire additional shares of the outstanding Company Common Stock provided that the Seidman Group’s Beneficial Ownership will not exceed 9.9% of the outstanding shares of Company Common Stock;

(ii) without the Company’s prior written consent, directly or indirectly, sell, transfer, or otherwise dispose of any interest in the Seidman Group’s shares of Company Common Stock to any person the Seidman Group believes, after reasonable inquiry, would be the beneficial owner after any such sale or transfer of more than 5% of the outstanding shares of the Company Common Stock;

(iii) (A) propose or seek to effect a merger, consolidation, recapitalization, reorganization, sale, lease, exchange, or other disposition of substantially all the assets of, or other business combination involving, or a tender or exchange offer for securities of, the Company or the Bank or any material portion of the Company’s or the Bank’s business or assets or any type of transaction that would result in a change in control of the Company (any such transaction described in this clause (A) is a “Company Transaction” and any proposal or other action seeking to effect a Company Transaction as described in this clause (A) is defined as a “Company Transaction Proposal”), (B) seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank or any of the businesses, operations, or policies of the Company or the Bank, (C) present to the Company, its shareholders, or any third party any proposal constituting or that could reasonably be expected to result in a Company Transaction, or (D) seek to effect a change in control of the Company;

(iv) publicly suggest or announce its willingness or desire to engage in a transaction or group of transactions or have another person engage in a transaction or group of transactions that would constitute or could reasonably be expected to result in a Company Transaction or take any action that might require the Company to make a public announcement regarding any such Company Transaction;

(v) initiate, request, induce, encourage, or attempt to induce or give encouragement to any other person to initiate any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal, or otherwise provide assistance to any person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any proposal constituting or that can reasonably be expected to result in a Company Transaction Proposal;

(vi) solicit proxies or written consents or assist or participate in any other way, directly or indirectly, in any solicitation of proxies or written consents, or otherwise become a “participant” in a “solicitation,” or assist any “participant” in a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934 (the “Exchange Act”)) in opposition to any recommendation or proposal of the Company’s Board of Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage, or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the Company Common Stock, or execute any written consent in lieu of a meeting of the holders of the Company Common Stock or grant a proxy with respect to the voting of the capital stock of the Company to any person or entity other than the Board of Directors of the Company;

(vii) (A) initiate, propose, submit, encourage, or otherwise solicit shareholders of the Company for the approval of one or more shareholder proposals or induce or attempt to induce any other person to initiate any shareholder proposal, (B) seek election to, or seek to place a representative or other affiliate or nominee on, the Company’s Board of Directors (other than with respect to the provisions of Sections 3(a)(i), (ii), (iv), and (v), providing for the possible election of Seidman, Wrench, a Seidman Replacement Director, or a Wrench Replacement Director), or (C) seek removal of any member of the Company’s or the Bank’s Boards of Directors or any executive officer of the Company or the Bank;

(viii) form, join in, or in any other way (including by deposit of the Company’s capital stock), participate in a partnership, pooling agreement, syndicate, voting trust, or other group with respect to Company Common Stock, or enter into any agreement or arrangement or otherwise act in concert with any other person, for the purpose of acquiring, holding, voting, or disposing of Company Common Stock;

(ix) (A) join with or assist any person or entity, directly or indirectly, in opposing, or make any statement in opposition to, any proposal or director nomination submitted by the Company’s Board of Directors to a vote of the Company’s shareholders, or (B) join with or assist any person or entity, directly or indirectly, in supporting or endorsing (including supporting, requesting, or joining in any request for a meeting of shareholders in connection with), or make any statement in favor of, any proposal submitted to a vote of the Company’s shareholders that is opposed by the Company’s Board of Directors;

(x) vote for any proposal, nominee, or nominees for election to the Board of Directors of the Company other than those nominated or supported by the Company’s Board of Directors;

(xi) except in connection with the enforcement of this Agreement, initiate or participate, by encouragement or otherwise, in any litigation against the Company or the Bank or their respective officers and directors, or in any derivative litigation on behalf of the Company or the Bank, except for testimony which may be required by law;

(xii) request, or induce or encourage any other person to request, that the Company amend or waive any of the provisions of this Agreement; and

(xiii) advise, assist, encourage, or finance (or arrange, assist, or facilitate financing to or for) any other person in connection with any of the matters restricted by, or otherwise seek to circumvent the limitations of, this Agreement.

(c) In the event that Seidman breaches Section 3(b), he shall promptly resign his positions as a director of the Company and the Bank or withdraw his name from nomination; in the event that Seidman fails to resign or withdraw his name after a breach in accordance with the provisions of this Section 3(c), the Seidman Group agrees that the remaining directors of the Company and the Bank, by majority vote thereof, may remove Seidman from his directorship positions with the Company and the Bank or remove his name from nomination, as the case may be. Any resignation by Seidman pursuant to this Section 3(c) shall not trigger the right to appoint a Seidman Replacement Director as provided in Section 3(a)(iv).

(d) (i) Wrench agrees that during the term of this Agreement he will not take any action, directly or indirectly, which, if Wrench were deemed to be a Seidman Group Member, would be in violation of or inconsistent with any of the covenants and agreements made by the Seidman Group in Section 3(b) hereof; provided, however, that nothing herein shall prevent Wrench from acquiring additional shares of Company Common Stock in order to meet at least the minimum requirements for Company directors under the Company’s policies; and provided, further, that nothing herein shall prevent or limit Wrench from (x) expressing his views or positions on matters related to the Company’s or the Bank’s business, operations, or policies to other members of the Company’s or the Bank’s Board of Directors or management, or (y) otherwise engaging in lawful acts in his capacity as a director of the Company or the Bank in such manner as may be necessary or appropriate in order to fulfill his duties as a director; and

(ii) In the event that Wrench breaches clause (i) of this Section 3(d), he shall promptly resign his positions as a director of the Company and the Bank or withdraw his name from nomination; in the event that Wrench fails to resign or withdraw his name after a breach in accordance with the provisions of this clause (ii), Wrench and the Seidman Group agree that the remaining directors of the Company and the Bank, by majority vote thereof, may remove Wrench from his directorship positions with the Company and the Bank or remove his name from nomination, as the case may be. Any resignation by Wrench pursuant to this Section 3(d) shall not trigger the right to appoint a Wrench Replacement Director as provided in Section 3(a)(v).

(e) During the term of this Agreement, each Seidman Group Member and Wrench agree not to disparage the Company, the Bank, or any of their directors (including nominees supported by the Company’s Board of Directors), officers, or employees in any public or quasi-public forum, and the Company and the Bank agree not to disparage any Seidman Group Member or Wrench in any public or quasi-public forum.

(f) During the term of this Agreement, at any Annual Meeting of Shareholders of the Company, the Seidman Group, each Seidman Group Member, and Wrench, if applicable, covenant and agree, and shall require each of their affiliates, to vote all the shares of Company Common Stock beneficially owned by them in favor of the nominees for election or re-election as directors of the Company selected by the Board of Directors of the Company and otherwise support such director candidates.

4. Notice of Breach and Remedies. The parties expressly agree that an actual or threatened breach of this Agreement by any party will give rise to irreparable injury that cannot adequately be compensated by damages.

Accordingly, in addition to any other remedy to which it may be entitled, each party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions.

The Seidman Group and each Seidman Group Member expressly agree that they will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by ASB unless and until ASB is given written notice of such breach and allowed 30 business days either to cure such breach or seek relief in court. If ASB seeks relief in court, the Seidman Group and each Seidman Group Member irrevocably stipulate that any failure to perform by the Seidman Group and/or any Seidman Group Member or any assertion by the Seidman Group and/or any Seidman Group Member that they are excused from performing their obligations under this Agreement because it would cause ASB irreparable harm, then ASB shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that the Seidman Group and each Seidman Group Member shall not deny or contest that such circumstances would cause ASB irreparable harm. If, after such 30 business day period, ASB has not either reasonably cured such material breach or obtained relief in court, the Seidman Group or each Seidman Group Member may terminate this Agreement by delivery of written notice to ASB.

ASB expressly agrees that it will not be excused or claim to be excused from performance under this Agreement as a result of any material breach by the Seidman Group or any Seidman Group Member unless and until the Seidman Group and each Seidman Group Member is given written notice of such breach and allowed 30 business days either to cure such breach or seek relief in court. If the Seidman Group or any Seidman Group Member seeks relief in court, ASB irrevocably stipulates that any failure to perform by ASB or any assertion by ASB that it is excused from performing its obligations under this Agreement because it would cause the Seidman Group and each Seidman Group Member irreparable harm, then the Seidman Group or any Seidman Group Member shall not be required to provide further proof of irreparable harm in order to obtain equitable relief and that ASB shall not deny or contest that such circumstances would cause the Seidman Group and each Seidman Group Member irreparable harm. If, after such 30 business day period, the Seidman Group or the Seidman Group Member has not either reasonably cured such material breach or obtained relief in court, ASB may terminate this Agreement by delivery of written notice to the Seidman Group and each Seidman Group Member.

5. Term. This Agreement shall be effective upon the execution of the Agreement and, with respect to the Seidman Group, will remain in effect for so long as Seidman (or a Seidman Replacement Director) remains a director of the Company or the Bank and, with respect to Wrench, will remain in effect for so long as Wrench (or a Wrench Replacement Director) remains a director of the Company or the Bank.

6. Publicity. Attached as Exhibit B is the mutually agreed upon disclosure the Company shall include in its Form 8-K reporting the entry into this Agreement. In addition, during the term of this Agreement, ASB and the Seidman Group shall each provide to the other party for such party’s prior review and approval any additional disclosure proposed to be made by ASB or the Seidman Group concerning this Agreement, unless such additional disclosure is substantially identical to or consistent with the disclosures mutually agreed to in Exhibit B. During the term of this Agreement, no party to this Agreement shall cause, discuss, cooperate, or otherwise aid in the preparation of any press release or other publicity concerning any other party to this Agreement or its operations without the prior approval of such other party.

7. Notices. All notices, communications and deliveries required or permitted by this Agreement shall be made in writing signed by the party making the same, shall specify the section of this Agreement pursuant to which it is given or being made and shall be deemed given or made (a) on the date delivered if delivered by electronic mail, by facsimile, or in person (with receipt confirmed), (b) on the third business day after it is mailed if mailed by registered or certified mail (return receipt requested) (with postage and other fees prepaid) or (c) on the day after it is delivered, prepaid, to an overnight express delivery service that confirms to the sender delivery on such day, as follows:

Seidman Group:
	Lawrence B. Seidman Seidman and Associates, L.L.C. 100 Misty Lane, 1st Floor Parsippany, New Jersey 07054 Facsimile: (973) 781-0876 Email: lseidman@seidman-associates.com
With a copy to:
	Michael R. Neidell, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65East 55th Street New York, New York 10022 Facsimile: (212) 451-2222Email: mneidell@olshanlaw.com
Nominee:
	Kenneth J. Wrench 10602 B Bailey Road Cornelius, North Carolina 28031 Facsimile: E-mail: kenwrench@augustahomesnc.com
ASB:
	Suzanne S. DeFerie President and Chief Executive Officer ASB Bancorp, Inc. Asheville Savings Bank 11 Church Street Asheville, North Carolina 28801 Facsimile: (828) 252-6710 Email: sdeferie@ashevillesavingsbank.com
With a copy to:
	Neil E. Grayson, Esq. Nelson Mullins Riley & Scarborough LLP Poinsett Plaza, Suite 900104 South Main Street Greenville, South Carolina 29601 Facsimile: (864) 250-2359 Email: neil.grayson@nelsonmullins.com

8. Governing Law and Choice of Forum. Unless applicable federal law or regulation is deemed controlling, North Carolina law shall govern the construction and enforceability of this Agreement. Any and all actions concerning any dispute arising hereunder shall be filed and maintained in the United States District Court for the Western District of North Carolina or, if there is no basis for federal jurisdiction, in the Buncombe County Superior Court. The Seidman Group, the Seidman Group Members, and Wrench agree that the United States District Court for the Western District of North Carolina and the Buncombe County Superior Court may exercise personal jurisdiction over them in any such actions.

9. Severability. If any term, provision, covenant, or restriction of this Agreement is held by any governmental authority or a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.

10. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the successors and assigns, and transferees by operation of law, of the parties. Except as otherwise expressly provided, this Agreement shall not inure to the benefit of, be enforceable by, or create any right or cause of action in any person, including any shareholder of the Company, other than the parties to the Agreement. Nothing contained herein shall prohibit any Seidman Group Member from transferring any portion or all of the shares of Company Common Stock owned thereby at any time to any affiliate of Seidman or any other Seidman Group Member but only if the transferee agrees in writing for the benefit of ASB (with a copy thereof to be furnished to ASB prior to such transfer) to be bound by the terms of this Agreement (any such transferee shall be included in the terms “Seidman Group” and “Seidman Group Member”).

11. Survival of Representations, Warranties and Covenants. All representations, warranties and covenants shall survive the execution and delivery of this Agreement and shall continue for the term of this Agreement unless otherwise provided.

12. Amendments. This Agreement may not be modified, amended, altered or supplemented except by a written agreement executed by all of the parties.

13. Definitions. As used in this Agreement, the following terms shall have the meanings indicated, unless the context otherwise requires:

(a) The term “acquire” means every type of acquisition, whether effected by purchase, exchange, operation of law, or otherwise.

(b) The term “acting in concert” means (i) knowing participation in a joint activity or conscious parallel action towards a common goal, whether or not pursuant to an express agreement, or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement, or other arrangement, whether written or otherwise.

(c) The term “affiliate” means, with respect to any person, a person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with such other person.

(d) The term “beneficial owner” shall have the meaning ascribed to it, and be determined in accordance with, Rule 13d-3 of the Securities and Exchange Commission’s Rules and Regulations promulgated under the Exchange Act.

(e) The term “change in control” denotes circumstances under which: (i) any person or group becomes the beneficial owner of shares of capital stock of the Company or the Bank representing 25% or more of the total number of votes that may be cast for the election of the Boards of Directors of the Company or the Bank, (ii) the persons who were directors of the Company or the Bank cease to be a majority of the Board of Directors, in connection with any tender or exchange offer (other than an offer by the Company or the Bank), merger or other business combination, sale of assets or contested election, or combination of the foregoing, or (iii) shareholders of the Company or the Bank approve a transaction pursuant to which substantially all of the assets of the Company or the Bank will be sold.

(f) The term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management, activities, or policies of a person or organization, whether through the ownership of capital stock, by contract, or otherwise.

(g) The term “group” has the meaning as defined in Section 13(d)(3) of the Exchange Act.

(h) The term “person” includes an individual, group acting in concert, corporation, partnership, association, joint stock company, trust, unincorporated organization or similar company, syndicate, or any other group formed for the purpose of acquiring, holding, or disposing of the equity securities of the Company.

(i) The term “transfer” means, directly or indirectly, to sell, gift, assign, pledge, encumber, hypothecate or similarly dispose of (by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, gift, assignment, pledge, encumbrance, hypothecation or similar disposition of (by operation of law or otherwise), any Company Common Stock or any interest in any Company Common Stock; provided, however, that a merger or consolidation in which the Company is a constituent corporation shall not be deemed to be the transfer of any common stock beneficially owned by the Seidman Group or a Seidman Group Member.

(j) The term “vote” means to vote in person or by proxy, or to give or authorize the giving of any consent as a shareholder on any matter.

14. Counterparts; Facsimile. This Agreement may be executed in any number of counterparts and by the parties in separate counterparts, and signature pages may be delivered by facsimile or electronically, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

15. Duty to Execute. Each party agrees to execute any and all documents, and to do and perform any and all acts and things necessary or proper to effectuate or further evidence the terms and provisions of this Agreement.

16. Termination. This Agreement shall cease, terminate and have no further force and effect upon the expiration of the term as set forth in Section 5, unless earlier terminated pursuant to Section 4 or Section 5 hereof or by mutual written agreement of the parties.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the undersigned and is effective as of the day and year first above written.

ASB BANCORP, INC.

By: /s/ Suzanne S. DeFerie

President and Chief Executive Officer

ASHEVILLE SAVINGS BANK

By: /s/ Suzanne S. DeFerie

President and Chief Executive Officer

SEIDMAN AND ASSOCIATES, L.L.C.

By: /s/ Lawrence B. Seidman

Manager

SEIDMAN INVESTMENT PARTNERSHIP, L.P.

By: Veteri Place Corporation

General Partner

By: /s/ Lawrence B. Seidman

President

SEIDMAN INVESTMENT PARTNERSHIP II, L.P.

By: Veteri Place Corporation

General Partner

By:

/s/ Lawrence B. Seidman

President

SEIDMAN INVESTMENT PARTNERSHIP III, L.P.

By: JBRC I, LLC

Co-General Partner

By:

/s/ Lawrence B. Seidman

Managing Member

LSBK06-08, L.L.C.

By: Veteri Place Corporation

Trading Advisor

By:

/s/ Lawrence B. Seidman

President

BROAD PARK INVESTORS, L.L.C.

By:

/s/ Lawrence B. Seidman

Investment Manager

CHEWY GOOEY COOKIES, L.P.

By:

Lawrence B. Seidman

Investment Manager

2514 MULTI-STRATEGY FUND, L.P.

By:

/s/ Lawrence B. Seidman

Investment Manager

CBPS, LLC

By: Veteri Place Corporation

Trading Advisor

By:

/s/ Lawrence B. Seidman

President

VETERI PLACE CORPORATION

By:

/s/ Lawrence B. Seidman

President

JBRC I, LLC

By:

/s/ Lawrence B. Seidman

Managing Member

LAWRENCE B. SEIDMAN

/s/ Lawrence B. Seidman

KENNETH J. WRENCH

/s/ Kenneth J. Wrench

EXHIBIT A

The Seidman Group beneficially owns as of the date hereof 265,674 shares of Company Common Stock.

Kenneth J. Wrench beneficially owns as of the date hereof 300 shares of Company Common Stock.

EXHIBIT B