-----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, IdfvyMlW5/YhgQrsqFue558R0wNDtKVHOi0H8GXHMootXLv+MWW4gCM+VORW6Xg4 gche57VJ68yFVeNTr33LHA== 0001023875-08-000047.txt : 20080806 0001023875-08-000047.hdr.sgml : 20080806 20080806141635 ACCESSION NUMBER: 0001023875-08-000047 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080806 DATE AS OF CHANGE: 20080806 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: 08994374 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: 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 esma08a4.htm ESMA08A4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

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)

 

August 4, 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

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*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. 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

 

 

0 (See Item 5)

 

8. SHARED VOTING POWER

 

 

None

 

9. SOLE DISPOSITIVE POWER

 

 

0 (See Item 5)

 

10. SHARED DISPOSITIVE POWER

 

 

None

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

0 (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)

 

 

0.0% (See Item 5)

 

14. TYPE OF REPORTING PERSON

 

 

IA, OO (See Item 4)

CUSIP No. 296475106

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This Amendment No. 4 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 Amendments No 1, 2 and 3 thereto filed with the SEC on May 22, 2002, June 18, 2008, and June 27 , 2008 respectively (the Original Schedule 13D, together with Amendments No. 1, 2 and 3 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 5. Interest in Securities of the Issuer.

 

The previous response set forth in Item 5 of the Schedule 13D is amended by replacing it entirely with the following:

 

(a), (b)            The offering period for OAO Severstal's tender offer for all outstanding shares of Esmark expired at 10:00 a.m., Eastern Daylight Time, on Monday, August 4, 2008. All 23,740,689 shares of common stock of Esmark owned by investment management clients of FMA (the “Investment Management clients”) were purchased by Severstal at the offer price of $19.25 per share. As a result, Investment Management clients no longer own any interest in Esmark.

 

FMA is a limited liability company, the managing member and sole member of which is Franklin/Templeton Distributors, Inc., which in turn is a wholly-owned subsidiary of Franklin Resources, Inc. (“FRI”). Beneficial ownership by investment management subsidiaries and other affiliates of FRI is being reported in conformity with the guidelines articulated by the SEC staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such as FRI, where related entities exercise voting and investment powers over the securities being reported independently from each other. The voting and investment powers held by FMA are exercised independently from FRI (FMA’s parent holding company) and from all other investment management subsidiaries of FRI (FRI, its affiliates and investment management subsidiaries other than FMA are, collectively, “FRI affiliates”). Furthermore, internal policies and procedures of FMA and FRI establish informational barriers that prevent the flow between FMA and the FRI affiliates of information that relates to the voting and investment powers over the securities owned by their respective investment management clients. Consequently, FMA and the FRI affiliates report the securities over which they hold investment and voting power separately from each other for purposes of Section 13 of the Act.

 

Charles B. Johnson and Rupert H. Johnson, Jr. (the “Principal Shareholders”) each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. However, because FMA exercises voting and investment powers on behalf of its investment management clients independently of FRI, the Principal Shareholders, and their respective affiliates, beneficial ownership of the securities being reported by FMA is being attributed only to FMA. FMA disclaims any pecuniary interest in any of the Securities. In addition, the filing of this statement on behalf of FMA should not be construed as an admission that it is, and it disclaims that it is, the beneficial owner, as defined in Rule 13d-3, of any of the Securities.

 

Furthermore, FMA believes that it is not a “group” with FRI, the Principal Shareholders, or their

CUSIP No. 296475106

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respective affiliates within the meaning of Rule 13d-5 under the Act and that none of them are otherwise required to attribute to each other the beneficial ownership of the Securities held by any of them or by any persons or entities for whom or for which FRI subsidiaries provide investment management services.

 

(c) Other than the transactions described in this Item 5, neither FMA nor, to the best of its knowledge, any of the persons listed in Exhibit A, have effected any transactions in the Common Stock during the 60-day period preceding the date this statement was filed.

 

(d) No person other than the Investment Management clients is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities being reported herein.

 

(e) FMA, the reporting person, ceased to be the beneficial owner of more than five percent of the shares of common stock of Esmark on August 4, 2008.

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: August 6, 2008

 

Franklin Mutual Advisers, LLC

 

 

By: /s/ BRADLEY TAKAHASHI

 

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

Name: Bradley D. Takahashi

Title: Vice President

 

 

 

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