SC TO-T/A

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

SCHEDULE TO
Amendment No. 1
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934

Esmark Incorporated
(Name of Subject Company (Issuer))

OAO Severstal
(Name of Filing Person (Offeror))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

296475106
(CUSIP Number of Class of Securities)

Sergei Kuznetsov
Chief Financial Officer
OAO Severstal
Klara Tsetkin, 2/3
Moscow, Russia 127299
Telephone: 7 495 540 77 69
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With Copy to:

Gary P. Cullen, Esq.
Shilpi Gupta, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700

CALCULATION OF FILING FEE

Transaction Valuation*:    $677,854,787 Amount of Filing Fee**:    $26,639.69

*

Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 39,873,811 shares of common stock, par value $0.01 per share ("Shares"), of Esmark Incorporated at the tender offer price of $17.00 per share of common stock. Based upon information contained in Esmark Incorporated's annual report on Form 10-K for the fiscal year ended December 31, 2007, filed with the SEC on May 20, 2008, as of May 13, 2008, there were 39,506,720 Shares outstanding and, as of December 31, 2007, there were a maximum of 367,091 Shares issuable pursuant to existing stock options and stock units awards.

**

The amount of filing fee is calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6 For Fiscal Year 2008 issued by the Securities and Exchange Commission on December 27, 2007. Such fee equals $39.30 per $1,000,000 of the transaction value.

ý

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid:	$26,639.69	Form or registration no.:	Schedule TO-T
Filing Party:	OAO Severstal	Date Filed:	May 30, 2008

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.



o

issuer tender offer subject to Rule 13e-4.



o

going-private transaction subject to Rule 13e-3.



o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        This Amendment No. 1 (this "Amendment") amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") originally filed with the Securities and Exchange Commission on May 30, 2008, by OAO Severstal, a Russian joint stock company ("Severstal"), on behalf of its indirect, wholly owned subsidiary ("Purchaser") that will be formed in the state of Delaware prior to the expiration of the offer. The Schedule TO relates to Severstal's offer, on behalf of Purchaser, to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Esmark Incorporated, a Delaware corporation (the "Company") for $17.00 per Share, net to the seller in cash (less applicable withholding taxes and without interest). Severstal's offer is made upon the terms and conditions described in the Offer to Purchase (the "Offer to Purchase"), dated May 30, 2008, in the Amendment and Supplement to the Offer to Purchase, dated June 5, 2008, filed herewith as Exhibit (a)(1)(G) (the "Supplement") and in Letter of Transmittal (the "Letter of Transmittal") and instructions thereto (which, as they each may be amended or supplemented from time to time, together constitute the "Offer"). The Offer to Purchase and the Letter of Transmittal were filed as exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO.

        Except as specifically set forth herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment together with the Schedule TO we filed on May 30, 2008. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

        On June 5, 2008, Severstal waived the Essar Transaction Condition to the Offer. The full text of the press release Severstal issued on June 5, 2008 announcing the waiver of the Essar Transaction Condition is filed as Exhibit (a)(5)(C) hereto. All references in the Exhibits to the Schedule TO to the Essar Transaction Condition are hereby deleted.

ITEM 1.    SUMMARY TERM SHEET.

        Item 1 of Schedule TO is hereby amended and supplemented by the information set forth in the Supplement.

ITEM 4.    TERMS OF THE TRANSACTION.

        Item 4 of Schedule TO is hereby amended and supplemented by the information set forth in the Supplement.

ITEM 11.    ADDITIONAL INFORMATION

        Item 11 of Schedule TO is hereby amended and supplemented by the information set forth in the Supplement.

ITEM 12.    EXHIBITS.

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(1)(G)	Amendment and Supplement to Offer to Purchase, dated June 5, 2008
(a)(5)(C)	Press Release issued by Severstal, dated June 5, 2008

2

SIGNATURE

        After due 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.

OAO SEVERSTAL
By:	/s/ GREGORY MASON Name: Gregory Mason Title: Chief Operating Officer

Date: June 5, 2008

3

EXHIBIT INDEX

EXHIBIT NO.	DOCUMENT
(a)(1)(A)*	Offer to Purchase dated May 30, 2008
(a)(1)(B)*	Form of Letter of Transmittal
(a)(1)(C)*	Form of Notice of Guaranteed Delivery
(a)(1)(D)*	Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees
(a)(1)(E)*	Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees
(a)(1)(F)*	Form of Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9
(a)(1)(G)	Amendment and Supplement to Offer to Purchase, dated June 5, 2008
(a)(5)(A)*	Form of Summary Advertisement
(a)(5)(B)*	Press Release issued by Severstal, dated May 30, 2008
(a)(5)(C)	Press Release issued by Severstal, dated June 5, 2008
(b)*	Commitment Letter, dated May 23, 2008, between Severstal and ABN-AMRO, BNP Paribas SA and Citibank, N.A. London
(d)	Not Applicable
(g)	Not Applicable
(h)	Not Applicable

*

Previously filed

4

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ITEM 1. SUMMARY TERM SHEET.
ITEM 4. TERMS OF THE TRANSACTION.
ITEM 11. ADDITIONAL INFORMATION
ITEM 12. EXHIBITS.

SIGNATURE
EXHIBIT INDEX

EX-99.(A)(1)(G)

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Exhibit (a)(1)(G)

First Amendment and Supplement
to the
Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
ESMARK INCORPORATED
at
$17.00 NET PER SHARE
by

OAO SEVERSTAL
on behalf of its indirect wholly-owned subsidiary to be formed prior to the expiration of the offer

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JUNE 26, 2008, UNLESS THE OFFER IS EXTENDED

        OAO Severstal ("Severstal") on behalf of its indirect wholly-owned subsidiary to be formed in the State of Delaware prior to the expiration of the Offer ("Purchaser"), is providing you with this First Amendment and Supplement (this "Supplement") to the Offer to Purchase, dated May 30, 2008 (the "Offer to Purchase"), relating to Severstal's offer, on behalf of Purchaser, to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Shares"), of Esmark Incorporated, a Delaware corporation (the "Company") for $17.00 per Share, net to the seller in cash (less applicable withholding taxes and without interest). This Supplement provides additional disclosures with respect to the terms of the tender offer and is designed to be read in conjunction with the Offer to Purchase. Terms that are used in this Supplement but are not defined have the same meanings as in the Offer to Purchase. The information in the Offer to Purchase is hereby expressly incorporated herein by reference, except as amended and supplemented herein.

1.

Severstal hereby waives the Essar Transaction Condition to the Offer.



2.

Severstal hereby amends the first sentence in the first paragraph of the cover page of the Offer to Purchase by:



•

adding the phrase "AND" prior to the phrase "(V)"; and



•

deleting the phrase "AND (VI) THE VALID TERMINATION OF THE MEMORANDUM OF AGREEMENT, DATED APRIL 30, 2008, BETWEEN THE COMPANY AND ESSAR STEEL HOLDINGS LIMITED ("ESSAR STEEL") AND, IF ENTERED INTO PRIOR TO THE EXPIRATION OF THE OFFER, THE AGREEMENT AND PLAN OF MERGER BETWEEN THE COMPANY AND ESSAR STEEL CONTEMPLATED BY SUCH MEMORANDUM OF AGREEMENT (TOGETHER, THE "ESSAR AGREEMENTS"), AS EACH SUCH MAY BE AMENDED, SUPPLEMENTED, MODIFIED AND/OR RESTATED FROM TIME TO TIME"



3.

Severstal hereby amends the second Q&A ("WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER?") on page 2 of the Offer to Purchase by:



•

adding the phrase "and" at the end of the fifth bullet;



•

replacing the phrase "; and" with the phrase "." at the end of the sixth bullet; and



•

deleting the seventh bullet in its entirety.

4.

Severstal hereby amends and restates the second sentence of the third paragraph on page 7 of the Offer to Purchase as follows: "This offer is not conditioned on the termination of the Essar Agreements."



5.

Severstal hereby amends the first sentence of the fifth paragraph starting on page 7 of the Offer to Purchase by:



•

adding the phrase "and" prior to the phrase "(V)"; and



•

deleting the phrase "and (VI) the valid termination of the Essar Agreements, as such may be amended, supplemented, modified and/or restated from time to time (the "Essar Transaction Condition")"



6.

Severstal hereby amends the first sentence of the first paragraph of Section 14. Certain Conditions of the Offer on page 32 of the Offer to Purchase by:



•

adding the phrase "and" prior to the phrase "the HSR Condition"; and



•

deleting the phrase "and the Essar Transaction Condition".

IF YOU HAVE ANY QUESTIONS ABOUT THE OFFER OR THE INFORMATION CONTAINED IN THIS SUPPLEMENT, YOU SHOULD CONTACT THE INFORMATION AGENT FOR THE OFFER:

MacKenzie Partners, Inc.

105 Madison Avenue
New York, New York 10016
(212)929-5500 (Call Collect)
or
Call Toll-Free (800-322-2885)
Email: tenderoffer@mackenziepartners.com

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Exhibit (a)(1)(G)

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

SEVERSTAL ANNOUNCES WAIVER OF ESSAR AGREEMENT TERMINATION CONDITION TO THE TENDER OFFER FOR ESMARK SHARES

MOSCOW, Russia – June 5, 2008: OAO Severstal (LSE: SVST; RTS: CHMF), one of the world’s leading metals and mining companies, today announced that it is waiving the Essar agreement termination condition to its previously announced tender offer to acquire all of the outstanding shares of common stock of Esmark Incorporated (NSDQ: ESMK), a manufacturer and distributor of flat rolled and other steel products. It had been a condition to the tender offer that Esmark validly terminate the Memorandum of Agreement, dated April 30, 2008, between Esmark and Essar Steel Holdings Limited and, if entered into prior to the expiration of the tender offer, the Agreement and Plan of Merger between Esmark and Essar Steel contemplated by the Memorandum of Agreement.

On May 30, 2008, Severstal commenced the all cash $17.00 per share tender offer to acquire Esmark shares.

All other terms and conditions of the tender offer remain the same, as set forth in the Offer to Purchase filed with the United States Securities and Exchange Commission on May 30, 2008. Severstal’s tender offer is scheduled to expire at 12:00 midnight, Eastern Daylight Time, on June 26, 2008, unless extended. Following completion of the tender offer, subject to the terms and conditions set forth in the Offer to Purchase, as amended, Severstal intends to consummate a second-step merger where all remaining Esmark stockholders will receive the same cash price paid in the tender offer, subject to any available appraisal rights under Delaware law. The tender offer is not conditioned on financing.

Merrill Lynch is the Dealer Manager and Citibank, N.A. is the Depositary for the tender offer. Questions and requests for documentation in connection with the tender offer may be directed to MacKenzie Partners, Inc., the Information Agent for the tender offer, at (800) 322-2885 (toll-free) or (212) 929-5500 (collect).

About Severstal:

OAO Severstal is an international metals and mining company with a listing on the Russian Trading System and the London Stock Exchange. Incorporated in 1993, the company focuses on high value added and unique niche products and has a successful track record of acquiring and integrating high-quality assets in North America and Europe. Severstal owns mining assets in Russia, thus securing its supplies of raw materials. In 2007, Severstal produced 17.5 million tons of steel. Revenues were $15.2 billion and EBITDA was $3.7 billion. EPS was $1.92.

Forward Looking Statements:

This press release may contain projections and other forward-looking statements regarding future events or the future financial performance of OAO Severstal (Severstal). Forward looking statements are identified by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might”, the negative of such terms, or other similar expressions. Severstal wishes to caution you that these statements are only predictions and that actual events or results may differ materially. Severstal does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Factors that could cause the actual results to differ materially from those contained in projections or forward-looking statements of Severstal may include, among others, general economic conditions in the markets in which Severstal operates, the competitive environment in, and risks associated with operating in, such markets,

market change in the steel and mining industries, as well as many other risks affecting Severstal and its operations.

Additional Information and Where to Find it

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER FOR ESMARK’S COMMON STOCK. THE TENDER OFFER IS BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER OFFER MATERIALS) FILED BY SEVERSTAL WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON MAY 30, 2008. THESE MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF THESE MATERIALS AND OTHER DOCUMENTS FILED BY SEVERSTAL WITH THE SEC AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER MATERIALS MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT FOR THE TENDER OFFER, MACKENZIE PARTNERS, INC. (800) 322-2885 (TOLL-FREE) OR (212) 929-5500 (COLLECT).

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For further information:

Severstal

Dmitry Druzhinin, Investor Relations

Olga Antonova, Public Relations

+7 495 540 7766

Taylor Rafferty

Michael Henson

+1 212 889 4350 (o)

+1 917 902 0767 (m)

John Dudzinsky

+1 212 889 4350 (o)

+1 646 715 2980 (m)