UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Amendment
No. 2)
Under
the Securities Exchange Act of 1934
(Name
of Issuer)
Common
Stock, par value, $0.01 per share
(Title
of Class of Securities)
(CUSIP
Number)
Madhu
S. Vuppuluri
Essar
Steel Holdings Limited
c/o
Essar Americas
145
East 48
th
Street
36
th
Floor
New
York, NY 10017
(212)
758-5520
Copy
to:
Stephen
M. Besen, Esq.
Shearman
& Sterling LLP
599
Lexington Ave
New
York, NY 10022
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
This
Amendment No. 2 amends and supplements the Statement on Schedule 13D originally
filed by the Reporting Person with the Securities and Exchange Commission on
June 6, 2008 (the “Original Schedule 13D”), and amended on June 11, 2008 (as
amended, the “Schedule 13D”), with respect to the common stock, par value $0.01
per share (the “Shares”), of Esmark Incorporated, a Delaware corporation (the
“Company”), whose principal executive offices are located at 1134 Market Street,
Wheeling WV 26003. Unless otherwise indicated, each capitalized term
used but not defined herein shall have the meaning assigned to such term in the
Original Schedule 13D.
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Item
4.
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Purpose
of Transaction.
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The
response set forth in Item 4 of the Schedule 13D is hereby amended and
supplemented by adding the following text after the penultimate paragraph of
Item 4:
“On June
25, 2008, Parent sent a letter to the Board confirming in writing that Parent
was withdrawing its offer to purchase all of the outstanding Shares at $19 per
share.”
A copy of
such letter is attached as Exhibit 6 hereto and incorporated herein by
reference.
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Item
5.
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Interest
in Securities of the Issuer.
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The
response set forth in Item 5 (a)-(b) of the Schedule 13D is hereby amended and
supplemented by adding the following text after the penultimate paragraph of
Item 5 (a)-(b):
“In
connection with Parent’s withdrawal on June 25, 2008 of its offer to purchase
all of the outstanding Shares at $19 per share, Parent and OAO Severstal entered
into an assignment and assumption agreement, dated June 25, 2008, pursuant to
which OAO Severstal agreed to purchase from Parent the $110 million in loans
previously provided to the Company and assume all of Parent’s rights and
obligations (including Parent’s right to convert up to an aggregate of
$37.5 million principal amount of outstanding indebtedness into 3,000,000 Shares
at a price of $12.50 per Share) under each of the Amended WPSC Facility and the
ESSG Facility. On June 26, 2008 Parent completed the sale of such
loans and the assignment of such rights and obligations to OAO Severstal,
as a result of which Parent ceased to have any beneficial ownership interest in
the up to 3,000,000 Shares issuable upon exercise by Parent of the conversion
rights granted in connection with each of the Amended WPSC Facility and the ESSG
Facility.”
A copy of
such agreement is attached as Exhibit 7 hereto and incorporated herein by
reference.
The
response set forth in Item 5 (e) of the Schedule 13D is hereby amended and
restated in its entirety with the following text:
“The
response to Item 5(a)-(b) regarding the sale of the loans and assignment of the
rights and obligations under each of the Amended WPSC Facility and the ESSG
Facility is incorporated herein by reference.”
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Item
7.
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Materials
to be Filed as Exhibits
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The
response set forth in Item 7 of the Schedule 13D is amended and supplemented by
adding the following:
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Exhibit
No.
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Description
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6.
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Letter,
dated June 25, 2008, to the Board of Directors of Esmark Incorporated from
Essar Steel Holdings Limited
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7.
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Assignment
and Assumption Agreement, dated June 25, 2008, by and among Essar Steel
Holdings Limited, OAO Severstal, Wheeling-Pittsburgh Steel Corporation and
Esmark Steel Service Group, Inc.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated:
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June
26, 2008
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ESSAR
STEEL HOLDINGS LIMITED
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By:
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/s/ Madhu
S. Vuppuluri
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Name:
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Madhu S.
Vuppuluri
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Title:
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Authorized Signatory
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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6.
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Letter,
dated June 25, 2008, to the Board of Directors of Esmark Incorporated from
Essar Steel Holdings Limited
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7.
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Assignment
and Assumption Agreement, dated June 25, 2008, by and among Essar Steel
Holdings Limited, OAO Severstal, Wheeling-Pittsburgh Steel Corporation and
Esmark Steel Service Group, Inc.
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