0001104659-06-069059.txt : 20061027 0001104659-06-069059.hdr.sgml : 20061027 20061027083125 ACCESSION NUMBER: 0001104659-06-069059 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061027 DATE AS OF CHANGE: 20061027 GROUP MEMBERS: JEFFEREY L. GENDELL GROUP MEMBERS: TONTINE CAPITAL MANANGEMENT, L.L.C. GROUP MEMBERS: TONTINE MANAGEMENT, L.L.C. GROUP MEMBERS: TONTINE OVERSEAS ASSOCIATES, L.L.C. GROUP MEMBERS: TONTINE PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WHEELING PITTSBURGH CORP /DE/ CENTRAL INDEX KEY: 0000941738 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 550309927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79310 FILM NUMBER: 061167270 BUSINESS ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042342460 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 IRS NUMBER: 200376791 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 a06-22793_1sc13da.htm AMENDMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Wheeling-Pittsburgh Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

963142302

(CUSIP Number)

Jeffrey L. Gendell

55 Railroad Avenue, 1st Floor

Greenwich, Connecticut 06830

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 27, 2006

(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. £

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.

* 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).

CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 768,523

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 768,523

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 768,523

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Management, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 768,523

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 768,523

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 768,523

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 5.15%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Overseas Associates, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)

		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 458,821

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 458,821

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 458,821

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 3.07%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 119,010

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 119,010

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 119,010

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 0.80%


	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Management, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 76,424

			8.	Shared Voting Power 119,010

			9.	Sole Dispositive Power 76,424

			10.	Shared Dispositive Power 119,010

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 195,434

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 1.31%

	14.	Type of Reporting Person (See Instructions) OO

6 CUSIP No. 963142302

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffrey L. Gendell

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 1,422,778

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 1,422,778

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,422,778

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 9.53%

	14.	Type of Reporting Person (See Instructions) IN


	This Amendment No. 1 amends the Schedule 13D originally filed by the Reporting Persons on October 13, 2006 relating to the common stock, $0.01 par value of Wheeling-Pittsburgh Corporation (the “Statement”). Unless otherwise indicated, all capitalized terms used herein shall have the respective meanings given to them in the Statement. Except as otherwise provided herein, all Items of the Statement remain unchanged.

Item 4.	Purpose of Transaction

	Item 4 is hereby amended by replacing the text in Item 4 of the Statement with the following: The Reporting Persons acquired the shares of Common Stock for investment purposes and in the ordinary course of business. On October 27, 2006, TM delivered a letter to the Company’s Board of Directors describing certain observations and conclusions it has reached after spending a considerable amount of time with the Company’s Board of Directors and senior executive management as well as the principal parties involved in change-of-control discussions with the Company. In the letter, TM described its improved appreciation for the challenges facing the Board in connection with the strategic alternatives review process but reiterated its belief that, with the benefit of more time and capital, remaining independent is the most attractive alternative for the shareholders of the Company. TM went on to say that due to the substantial, near-term operational and strategic needs of the Company together with the imbedded legal, timing and procedural constraints created by the process established by the Board, the pursuit of an independence alternative, as a practical matter, is significantly challenged today. Accordingly, TM stated that it believed, in the absence of a bona fide proposal to acquire the Company outright for full and fair value, the best course of action is for the Company to identify a strategic partner who could provide Wheeling-Pittsburgh with, among other things, enhanced management capabilities, a more competitive cost structure, access to an economically attractive, long-term slab supply arrangement, ongoing investment capital and equitable and ongoing participation in the pro forma entity by the Company’s existing shareholders. Based on such observations, TM stated that the proposal contained in the announced definitive agreement with Companhia Siderurgica Nactional, S.A. continues to be very unattractive and that it did not support the Board’s actions and will vote against such proposal if it is brought before the Company’s shareholders. TM went on to state that, in its view, Esmark Incorporated (“Esmark”) had meaningfully enhanced the terms of its prior proposal. TM then outlined the relative advantages of the revised proposal disclosed by Esmark and indicated that, in light of those advantages and absent any changes in the facts or dynamics of the process or the current proposals, it will support the Esmark slate of directors at the Company’s 2006 annual meeting. The Reporting Persons continue to expect to consider and evaluate on an on-going basis all of their options with respect to their investment in the Company. Among other alternatives, the Reporting Persons may attempt to seek to modify the composition of the Company’s Board of Directors, may actively oppose or seek to enhance the two change of control proposals made public to date, and may attempt to encourage the Company and third parties to consider other strategic transactions involving the Company. The Reporting Persons may participate in or provide financial support to third parties participating in such strategic transactions. The Reporting Persons may also contact and consult with other stockholders of the Company concerning the Company, its prospects, the Company’s pursuit of strategic transactions to enhance stockholder value, and any or all of the foregoing matters. The Reporting Persons may engage investment bankers, consultants, accountants, attorneys or other advisors to assist them. In addition, the Reporting Persons may pursue other alternatives available in order to maximize the value of their investment in the Company. Such alternatives could include, without limitation, (i) the purchase of additional shares of Common Stock, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the shares of Common Stock, options or related derivatives now beneficially owned or hereafter acquired by them. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth above in this Item 4, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the

	Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.

Item 7.	Material to Be Filed as Exhibits

	Item 7 is hereby amended by adding the following
	1. Letter to the Board of Directors of the Company, dated October 27, 2006.

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.

		October 27, 2006
		Date


		/s/ Jeffrey L. Gendell
		Signature


		Jeffrey L. Gendell, individually, as managing member of Tontine Management, L.L.C., general partner of Tontine Partners, L.P., and as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P., and as managing member of Tontine Overseas Associates, L.L.C.
		Name/Title

EX-1 2 a06-22793_1ex1.htm EX-1

Exhibit 1

TONTINE MANAGEMENT, L.L.C.
55 Railroad Avenue, 1st Floor, Greenwich, CT 06830, (203) 769-2000
FAX: (203) 769-2011

CONFIDENTIAL

October 27, 2006

The Board of Directors
Wheeling-Pittsburgh Corporation
1134 Market Street
Wheeling, West Virginia 26003

Members of the Board:

Over the past two weeks, Tontine Management, L.L.C. (“Tontine”) has had an opportunity to spend a considerable amount of time with Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh” or the “Company”) and the principal parties actively involved in change of control discussions with the Company. Our interaction with the Company’s Board of Directors and senior executive management has provided us with an improved appreciation for the challenges facing the Board in connection with such change of control discussions as well as the overall strategic alternatives review process. The Board’s task of balancing the interests of Wheeling-Pittsburgh’s shareholders with the Company’s numerous operational imperatives, the contractual rights and stated positions of the United Steelworkers (“USW”) and the rapidly changing strategic landscape in the global steel industry has clearly been a daunting exercise but one we have come to understand has been approached with due consideration.

We continue to firmly believe that, with the benefit of more time and capital, remaining independent is the most attractive alternative for the shareholders of Wheeling-Pittsburgh. We are also, however, very cognizant of the substantial operational and strategic needs that the Company must address in the immediate future in order to remain a competitive enterprise over the long-term. In light of such assessment and given the imbedded legal, timing and procedural constraints created by the process that has been established by the Board, we believe that, as a practical matter, the pursuit of the independence option is significantly challenged today. Accordingly, in the absence of a bona fide proposal to acquire the Company outright for full and fair value, we have come to the view that, as of the date of this letter, the best course of action for the Company is to identify a strategic partner which can provide Wheeling-Pittsburgh with, among other things: (i) enhanced management capabilities, a more competitive cost structure and greater operational and financial discipline; (ii) access to an economically attractive, long-term slab supply arrangement; (iii) meaningful and ongoing investment capital; and (iv) an opportunity for significant, ongoing and equitable participation in the pro forma entity by the Company’s existing shareholders.

Given the above, and with the acknowledgement that, from our perspective, both the Companhia Siderurgica Nacional S.A. (“CSN”) and the Esmark Incorporated (“Esmark”) proposals continue to significantly understate the intrinsic value of Wheeling-Pittsburgh today on a change of control basis, we offer the following observations on each proposal as they currently stand.

· CSN: CSN has chosen to leave the original terms of its proposal substantially unchanged. For the reasons articulated in our letter to the Board dated October 13, 2006, we continue to believe that the

CSN proposal, as currently structured, is very unattractive to the existing shareholders of the Company, despite certain long-term strategic benefits that it may offer Wheeling-Pittsburgh.

In terms of the Board’s decision, as announced on October 25, 2006, to enter into a definitive agreement with CSN in connection with such proposal, we do not support the Board’s actions and will vote against the proposal if it comes before the Company’s shareholders.

· Esmark: Esmark has meaningfully enhanced the terms of its prior proposal and, as a result, we have a considerably more favorable view of such proposal as it has been modified and more fully disclosed. We believe Esmark has been very responsive to our stated concerns regarding existing shareholder dilution and equitable, ongoing participation by current shareholders in the pro forma enterprise. In particular, Esmark’s proposed rights offering provides current Wheeling-Pittsburgh shareholders the opportunity to (i) more fully participate in the future potential of the Company and (ii) effect such participation on the same basis that new equity capital is being purchased by Esmark investors.

We also have a much better appreciation for the totality of Esmark’s strategic vision for Wheeling-Pittsburgh, its proposed management organization and the potential economic benefits which could accrue to the Company as a result of cost structure and productivity enhancements derived from, among other things, Esmark’s (i) proposed strategic asset contribution; (ii) proposed (and tentatively agreed to) revised terms to the USW collective bargaining agreement; and (iii) proposed slab supply arrangement.

In light of the above and based on the two proposals as they stand today, Tontine believes that the Esmark proposal provides the most attractive long-term economic value and ongoing participation opportunity to the current shareholders of Wheeling-Pittsburgh. Accordingly, absent any changes in the facts or dynamics of the process or the current proposals, Tontine has concluded that it will support the Esmark slate of Directors at the Company’s 2006 Annual Meeting.

We would be happy to discuss any aspect of this letter with the Board at any point.

Thank you for your time and consideration.

Sincerely,

/s/ Jeffrey L. Gendell

Jeffrey L. Gendell
Managing Member

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 1)*