SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GENDELL JEFFREY L ET AL

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WHEELING PITTSBURGH CORP /DE/ [ WPSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/27/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/27/2007 U 999,255 D (4) 0 I I(1)(2)(3)
Common Stock 11/27/2007 U 969,526 D $20(5) 0 I I(1)(2)(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Senior Subordinated Unsecured Convertible Promissory Note $20(6)(7) 11/27/2007 U $20,066,311 11/27/2007(6)(7) 11/15/2008 Common Stock $20,066,311 $20,066,311 0 I(1)(2)(3) See footnote(1)(2)(3)
Senior Subordinated Unsecured Convertible Promissory Note $20(6)(7) 11/27/2007 U $2,647,439 11/27/2007(6)(7) 11/15/2008 Common Stock $2,647,439 $2,647,439 0 I(1)(2)(3) See footnote(1)(2)(3)
1. Name and Address of Reporting Person*
GENDELL JEFFREY L ET AL

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TONTINE CAPITAL PARTNERS L P

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TONTINE CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TONTINE PARTNERS L P

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
TONTINE MANAGEMENT LLC

(Last) (First) (Middle)
C/O TONTINE CAPITAL MANAGEMENT, L.L.C.
55 RAILROAD AVENUE, 1ST FLOOR

(Street)
GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Jeffrey L. Gendell ("Mr. Gendell") is the managing member of Tontine Capital Management, L.L.C. ("TCM"), a Delaware limited liability company, the general partner of Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"). Mr. Gendell is the managing member of Tontine Management, L.L.C. ("TM"), a Delaware limited liability company, the general partner of Tontine Partners, L.P., a Delaware limited partnership ("TP"). Mr. Gendell is the managing member of Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), the general partner of Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"). Mr. Gendell is also the managing member of Tontine Overseas Associates, L.L.C., a Delaware limited liability company ("TOA"), the investment advisor to Tontine Overseas Fund, Ltd., a Cayman Islands corporation ("TOF").
2. Mr. Gendell directly owned 0 shares of the Common Stock. Prior to the disposition of the securities as reported on this Form 4: (a) TP directly owned 768,523 shares of Common Stock, (b) TOF directly owned 458,821 shares of Common Stock, (c) TMF directly owned 214,703 shares of Common Stock, (d) TCP directly owned 450,310 shares of Common Stock, and (e) TCM directly owned 76,424 shares of Common Stock. Prior to the conversion and disposition described in footnote (4), TCP also held a senior subordinated unsecured convertible promissory note in the original principal amount of $19,877,475 (the "TCP Note") and TMF held a senior subordinated unsecured convertible promissory note in the original principal amount of $2,622,525 (the "TMF Note," and collectively, the "Notes").
3. All of the foregoing shares of Common Stock and the shares of Common Stock underlying the Notes may have been deemed to be beneficially owned by Mr. Gendell. Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TM, TP, TCO, TMF, TOA and TOF.
4. Disposed of pursuant to the Agreement and Plan of Merger and Combination dated as of March 16, 2007, among the Company, Clayton Acquisition Corporation ("New Esmark"), Wales Merger Corporation, Esmark Inc. ("Old Esmark"), and Clayton Merger, Inc., as amended October 22, 2007 (the "Merger Agreement"), relating to the merger of the Company and Esmark Inc. (the "Merger"), with New Esmark being the resulting company from the Merger. The shares were disposed of in exchange for the right to receive 999,255 shares of New Esmark common stock, valued at $20.00 per share as of the effective date of the Merger. Pursuant to the Merger Agreement, shares of Company Common Stock were converted into shares of New Esmark common stock on a one-for-one basis.
5. Disposed of pursuant to the Merger Agreement, pursuant to which the reporting persons elected to receive $20.00 per share in case for their shares of Common Stock in exchange for these shares. However, pursuant to the Merger Agreement the right to receive $20.00 per share may be subject to proration, in which case the reporting persons will receive shares of New Esmark common stock, utilizing the one-for-one exchange ratio, in exchange for some of the shares of Common Stock as to which put rights were elected.
6. On March 16, 2007, TCP and TMF purchased the Notes. Pursuant to their terms, the Notes were automatically convertible upon the effectiveness of a change of control transaction (specifically including the Merger) involving the Company. As a result, upon consummation of the Merger the Notes were converted into the right to receive New Esmark common stock at the conversion price of the Notes. The conversion price of the Notes was $20.00 per share, and the number of shares of New Esmark common stock into which each Note became convertible was calculated as the quotient of: (a) the dollar amount of outstanding principal plus accrued but unpaid interest, divided by (b) the $20.00 conversion price.
7. At the effective time of the Merger, the outstanding principal amount of the TCP Note was $19,877,475, and there was $188.836.01 of accrued interest, for an aggregate amount of $20,066,311.01. Accordingly, the TCP Note was disposed of in the Merger in exchange for 1,003,315 shares of New Esmark common stock. At the effective time of the Merger, the outstanding principal amount of the TMF Note was $2,622,525, and there was $24,913.99 of accrued interest, for an aggregate amount of $2,647,438.99. Accordingly, the TMF Note was disposed of in the Merger in exchange for 132,371 shares of New Esmark common stock.
Tontine Capital Partners, L.P., By: its General Partner, Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2007
Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2007
Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2007
Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 11/29/2007
/s/ Jeffrey L. Gendell 11/29/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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