-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TT4p6iyrB2sTiU5IpaZ0POBFr/J2zLTANQQHssetJDN6LHD5m2wzdK9WYbDB6d3h +D6axh8IxxeJK1M941yMZQ== 0001023875-08-000040.txt : 20080605 0001023875-08-000040.hdr.sgml : 20080605 20080605150247 ACCESSION NUMBER: 0001023875-08-000040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080605 DATE AS OF CHANGE: 20080605 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: 08882831 BUSINESS ADDRESS: STREET 1: 2500 EUCLID AVENUE CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411 BUSINESS PHONE: 708-756-0400 MAIL ADDRESS: STREET 1: 2500 EUCLID AVENUE CITY: CHICAGO HEIGHTS STATE: IL ZIP: 60411 FORMER COMPANY: FORMER CONFORMED NAME: Clayton Acquisition CORP DATE OF NAME CHANGE: 20070309 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MUTUAL ADVISERS LLC CENTRAL INDEX KEY: 0001023875 IRS NUMBER: 223463202 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 101 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9739122088 MAIL ADDRESS: STREET 1: 101 JOHN F KENNEDY PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: FRANKLIN MUTUAL ADVISERS INC DATE OF NAME CHANGE: 19960928 SC 13D/A 1 esma08a2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

ESMARK INCORPORATED

(Name of Issuer)

Common Stock, $0.01 par value (“the Common Stock”)

(Title of Class of Securities)

296475106

(CUSIP Number)

Peter A. Langerman

Franklin Mutual Advisers, LLC

101 John F. Kennedy Parkway

Short Hills, New Jersey 07078-2789

973.912.2000

with a copy to:

Daniel S. Sternberg

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

212-225-2000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 5, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

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

CUSIP No. 296475106

Page 2 of 5

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 296475106

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1. NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).

Franklin Mutual Advisers, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [

]

(b) x

3. SEC USE ONLY

4. SOURCE OF FUNDS

See Item 3

5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEMS 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

23,740,689 (See Item 5)

8. SHARED VOTING POWER

None

9. SOLE DISPOSITIVE POWER

23,740,689 (See Item 5)

10. SHARED DISPOSITIVE POWER

None

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,740,689 (See Item 5)

12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

60.1% (See Item 5)

14. TYPE OF REPORTING PERSON

IA, OO (See Item 4)

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CUSIP No. 296475106

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This Amendment No. 2 amends and supplements the Schedule 13D originally filed by the reporting person with the Securities and Exchange Commission (the “SEC”) on December 7, 2007 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto filed with the SEC on May 22, 2002(the Original Schedule 13D, together with Amendment No. 1 thereto, collectively, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D.

Item 4. Purpose of Transaction

FMA has considered the tender offer commenced on May 30, 2008, as amended on June 5, 2008 by OAO Severstal to purchase all outstanding shares of Common Stock for cash at $17.00 per share (the “Severstal Offer”). Consistent with the rationale expressed in its May 21, 2008 letter to the Board of Directors of the Issuer, in view of the uncertainty related to the opposition of the USW to the proposed acquisition of the Issuer by Essar Steel, FMA is tendering today all of the shares of Common Stock owned by Investment Management clients of FMA into the Severstal Offer.

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CUSIP No. 296475106

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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.

Date: June 5, 2008

Franklin Mutual Advisers, LLC

By: /s/ BRADLEY TAKAHASHI

---------------------------------------

Name: Bradley D. Takahashi

Title: Vice President

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