0000947871-08-000355.txt : 20080611 0000947871-08-000355.hdr.sgml : 20080611 20080611153343 ACCESSION NUMBER: 0000947871-08-000355 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080611 DATE AS OF CHANGE: 20080611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Esmark INC CENTRAL INDEX KEY: 0001392600 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83417 FILM NUMBER: 08893201 BUSINESS ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 304-234-2460 MAIL ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 FORMER COMPANY: FORMER CONFORMED NAME: Clayton Acquisition CORP DATE OF NAME CHANGE: 20070309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESSAR STEEL HOLDINGS LTD CENTRAL INDEX KEY: 0001434227 IRS NUMBER: 000000000 STATE OF INCORPORATION: O4 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10, FRERE FELIX DE VALOIS STREET CITY: PORT LOUIS STATE: O4 ZIP: MU BUSINESS PHONE: 646-345-8003 MAIL ADDRESS: STREET 1: 10, FRERE FELIX DE VALOIS STREET CITY: PORT LOUIS STATE: O4 ZIP: MU SC 13D/A 1 ss39855_sc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

Esmark Incorporated

(Name of Issuer)

Common Stock, par value, $0.01 per share

(Title of Class of Securities)

296475106

(CUSIP Number)

Madhu S. Vuppuluri

Essar Steel Holdings Limited

c/o Essar Americas

145 East 48th Street

36th Floor

New York, NY 10017

(212) 758-5860

Copy to:

Stephen M. Besen, Esq.

Shearman & Sterling LLP

559 Lexington Ave

New York, NY 10022

(212) 848-4000

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 10, 2008

(Date of Event Which Requires Filing of this Statement)

Page 1 of 5 Pages

SCHEDULE 13D

CUSIP No. 296475106

Page 2 of 5 Pages


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Essar Steel Holdings Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Mauritius
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 3,000,000
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 3,000,000
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.1%
14	TYPE OF REPORTING PERSON (See Instructions) CO

Page 2 of 5 Pages

This Amendment No. 1 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 “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 Schedule 13D.

Item 4.

Purpose of Transaction.

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 10, 2008, Parent sent a letter to the Board indicating its intention to increase its offer to purchase all of the outstanding Shares from $17.00 per share to $19.00 per share upon the entering into of the Merger Agreement.”

A copy of such letter is attached as Exhibit 5 hereto and incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits

The response set forth in Item 7 of the Schedule 13D is amended and supplemented by adding the following:

	Exhibit No.	Description
	5.	Letter, dated June 10, 2008, to the Board of Directors of Esmark Incorporated from Essar Steel Holdings Limited

Page 3 of 5 Pages

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:

June 11, 2008	ESSAR STEEL HOLDINGS LIMITED


	By:	/s/ Madhu S. Vuppuluri
		Name:	Madhu S. Vuppuluri
		Title:	Authorized Signatory

Page 4 of 5 Pages

EXHIBIT INDEX

	Exhibit No.	Description
	5.	Letter, dated June 10, 2008, to the Board of Directors of Esmark Incorporated from Essar Steel Holdings Limited

Page 5 of 5 Pages

EX-99.5 2 ss39855_ex9905.htm LETTER, DATED JUNE 10, 2008

Exhibit No. 5

June 10, 2008

Board of Directors

Esmark Incorporated

1135 Market Street

Wheeling, WV 26003

Attn: Mr. James Bouchard, Chairman and Chief Executive Officer

Gentlemen:

We would first like to thank Esmark and its Board for their continuing support of Essar’s proposal to acquire Esmark. In light of the recent events surrounding OAO Severstal, it is our continued belief that our proposed acquisition of Esmark is in the best interest of Esmark’s shareholders.

We are hereby providing notice of our intention to increase our offer to purchase all of the outstanding shares of Esmark. Upon execution of the Merger Agreement, we will increase our offer to $19.00 per share and, in consideration for our increase in the offer price, we would expect an increase in the Termination Fee to $24 million. Upon expiration of the Right to Bid Period as provided in Article Eleven, Section D of the CBA on June 23, 2008, we anticipate negotiating suitable alterations to the Merger Agreement to reflect our increased purchase price.

Given our willingness to increase our offer, we hope the Board will take all reasonable actions to create a level playing field among the bidders and to allow shareholders the opportunity to receive the maximum value for their shares.

We believe that throughout this sale process, Essar has acted in an up-front manner with all constituents and will continue to do so. We are hopeful the Board will continue to conduct a fair process for all participants designed to maximize shareholder value. We look forward to the opportunity to consummate a transaction mutually beneficial to all parties.

Sincerely,

Madhu Vuppuluri

President

Essar Americas