0001104659-06-081906.txt : 20061215 0001104659-06-081906.hdr.sgml : 20061215 20061215165700 ACCESSION NUMBER: 0001104659-06-081906 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061215 DATE AS OF CHANGE: 20061215 GROUP MEMBERS: TONTINE CAPITAL MANAGEMENT, L.L.C. GROUP MEMBERS: TONTINE CAPITAL OVERSEAS GP, L.L.C. GROUP MEMBERS: TONTINE CAPITAL OVERSEAS MASTER FUND, L.P. GROUP MEMBERS: TONTINE CAPITAL PARTNERS, L.P. GROUP MEMBERS: TONTINE MANAGEMENT, L.L.C. GROUP MEMBERS: TONTINE OVERSEAS ASSOCIATES, L.L.C. GROUP MEMBERS: TONTINE PARTNERS, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 31 WEST 52ND ST STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: STREET 2: 200 PARK AVENUE SUITE 3900 CITY: NEW YORK STATE: NY ZIP: 10166 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: 061281137 BUSINESS ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042342460 SC 13D/A 1 a06-25891_1sc13da.htm AMENDMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

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)

December 15, 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. 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.

* 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 450,310

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 450,310

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 450,310

	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) 3.02%

	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 450,310

			9.	Sole Dispositive Power 76,424

			10.	Shared Dispositive Power 450,310

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 526,734

	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) 3.53%

	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 Overseas Master Fund, 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 Cayman Islands

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

			8.	Shared Voting Power 214,703

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 214,703

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 214,703

	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) 1.44%

	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 Overseas GP, 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 214,703

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 214,703

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 214,703

	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) 1.44%

	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) 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 1,968,781

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 1,968,781

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,968,781

	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)13.19%

	14.	Type of Reporting Person (See Instructions) IN

This Amendment No. 2 to Schedule 13D is being filed by the Reporting Persons to amend the Schedule 13D originally filed on October 13, 2006, as amended on October 27, 2006 (the “Schedule 13D”), relating to the common stock, $0.01 par value of Wheeling-Pittsburgh Corporation. Unless otherwise indicated, all capitalized terms used herein shall have the respective meanings given to them in the Schedule 13D.

Item 1. Security and Issuer

This Statement relates to the common stock, $0.01 par value (the “Common Stock”), of Wheeling-Pittsburgh Corporation (the “Company”). The Company’s principal executive offices are located at 1134 Market Street, Wheeling, West Virginia 26003.

Item 2. Identity and Background

(a) This Statement is filed by:

(i) Tontine Partners, L.P., a Delaware limited partnership (“TP”), with respect to the shares of Common Stock directly owned by it;

(ii) Tontine Management, L.L.C., a Delaware limited liability company (“TM”), with respect to the shares of Common Stock directly owned by TP;

(iii) Tontine Overseas Associates, L.L.C., a Delaware limited liability company (“TOA”), which serves as an investment manager to Tontine Overseas Fund, Ltd., a company organized under the laws of the Cayman Islands (“TOF”), with respect to the shares of Common Stock directly owned by TOF;

(iv) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;

(v) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by it and by TCP;

(vi) Tontine Capital Overseas Master Fund, L.P. a Cayman Islands limited partnership (“TMF”) with respect to shares of Common Stock directly owned by it;

(vii) Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company (“TCO”), with respect to shares of Common Stock owned by TMF; and

(viii) Jeffrey L. Gendell with respect to the shares of Common Stock directly owned by each of TP, TCP, TCM, TMF and TOF.

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The address of the principal business and principal office of each of TP, TM, TOA, TCP, TCO, TMF and TCM is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 55 Railroad Avenue, 1st Floor, Greenwich, Connecticut 06830.

(c) The principal business of each of TP, TMF and TCP is serving as a private investment limited partnership. The principal business of TOA is serving as an investment manager to TOF. The principal business of TCO is serving as the general partner of TMF. The principal business of TCM is serving as the general partner of TCP. The principal business of TM is serving as the general partner of TP. Mr. Gendell serves as the managing member of TCM, TM, TCO and TOA.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) Each of TP and TCP is a limited partnership organized under the laws of the State of Delaware. Each of TM, TOA, TCO and TCM is a limited liability company organized under the laws of the State of Delaware. TMF is a limited partnership organized under the laws of the Cayman Islands. Mr. Gendell is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

Exhibit 1 sets forth the Reporting Persons’ purchases of Common Stock within the past ninety days. Currently, the Reporting Persons collectively own 1,968,781 shares of Common Stock. The net investment cost (including commissions, if any) of all of the shares of Common Stock directly owned collectively by the Reporting Persons is approximately $26,087,999.32. Neither TM, TCO nor TOA directly owns any shares of Common Stock.

Shares of Common Stock purchased by the Reporting Persons were purchased with working capital and on margin. The Reporting Persons’ margin transactions are with UBS Securities LLC, on such firm’s usual terms and conditions. All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans bear interest at a rate based upon the broker’s call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker dealers.

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Common Stock for investment purposes and in the ordinary course of business. 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 and may attempt to encourage the Company and third parties to consider 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 5. Interest in Securities of the Issuer

A. Tontine Partners, L.P.

(a) Aggregate number of shares beneficially owned: 768,523. Percentage: 5.15%. The percentages used herein and in the rest of Item 5 are calculated based upon the 14,927,417 shares of Common Stock issued and outstanding as of October 31, 2006, as reflected in the Company’s Form 10-Q for the period ended September 30, 2006.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 768,523

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 768,523

(c) TP has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) TM, the general partner of TP, has the power to direct the affairs of TP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TM and in that capacity directs its operations.

(e) Not applicable.

B. Tontine Management, L.L.C.

(a) Aggregate number of shares beneficially owned: 768,523. Percentage: 5.15%.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 768,523

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 768,523

(c) TM has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

C. Tontine Overseas Associates, L.L.C.

(a) Aggregate number of shares beneficially owned: 458,821. Percentage: 3.07%.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 458,821

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 458,821

(c) TOA has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) Each of the clients of TOA has the power to direct the receipt of dividends from or the proceeds of the sale of the shares of the Company. Mr. Gendell is the Managing Member of TOA and in that capacity directs its operations.

(e) Not applicable.

D. Tontine Capital Overseas Master Fund, L.P.

(a) Aggregate number of shares beneficially owned: 214,703. Percentage: 1.44%.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 214,703

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 214,703

(c) The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) TCO, the general partner of TMF, has the power to direct the affairs of TMF, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCO and in that capacity directs its operations.

(e) Not applicable.

E. Tontine Capital Overseas GP, L.L.C.

(a) Aggregate number of shares beneficially owned: 214,703. Percentage: 1.44%.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 214,703

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 214,703

(c) TCO has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

F. Tontine Capital Partners, L.P.

(a) Aggregate number of shares beneficially owned: 450,310. Percentage: 3.02%.

(b) 1. Sole power to vote or direct vote: - -0-

2. Shared power to vote or direct vote: 450,310

3. Sole power to dispose or direct the disposition: -0-

4. Shared power to dispose or direct the disposition: 450,310

(d) TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations.

(e) Not applicable.

G. Tontine Capital Management, L.L.C.

(a) Aggregate number of shares beneficially owned: 526,734. Percentage: 3.53%.

(b) 1. Sole power to vote or direct vote: 76,424

2. Shared power to vote or direct vote: 450,310

3. Sole power to dispose or direct the disposition: 76,424

4. Shared power to dispose or direct the disposition: 450,310

(c) TCM has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

H. Jeffrey L. Gendell

(a) Aggregate number of shares beneficially owned: 1,968,781. Percentage: 13.19%.

(b) 1. Sole power to vote or direct vote: -0-

2. Shared power to vote or direct vote: 1,968,781

3. Sole power to dispose or direct the disposition: - -0-

4. Shared power to dispose or direct the disposition: 1,968,781

(c) Mr. Gendell has not entered into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased, the price per share and where and how the transaction was effected for all the transactions in the Common Stock within the last sixty days on behalf of the Reporting Persons are set forth in Exhibit 1 and are incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

1. Schedule of stock purchases by the Reporting Persons within the past ninety days.

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.

	December 15, 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., managing member of Tontine Capital Overseas GP, L.L.C., general partner of Tontine Capital Overseas Master Fund, L.P. and as managing member of Tontine Overseas Associates, L.L.C.
	Name/Title

EX-1 2 a06-25891_1ex1.htm EX-1

EXHIBIT 1

Reporting Persons’ Purchases of Common Stock

Within Past 90 Days

Reporting Person	Date of Transaction	Number of Shares Purchased	Price Per Share (including commissions if any)		Where and How Transaction was Effected

Tontine Capital Overseas Master Fund, L.P.	11/29/06	96,766	$	17.58	NASDAQ Global Market (purchase)

Tontine Capital Overseas Master Fund, L.P.	12/1/06	80,798	$	16.94	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/4/06	105,900	$	17.21	NASDAQ Global Market (purchase)

Tontine Capital Overseas Master Fund, L.P.	12/7/06	23,067	$	17.17	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/7/06	53,800	$	17.17	NASDAQ Global Market (purchase)

Tontine Capital Overseas Master Fund, L.P.	12/8/06	14,072	$	17.60	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/8/06	32,800	$	17.60	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/13/06	44,700	$	17.97	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/14/06	85,000	$	18.24	NASDAQ Global Market (purchase)

Tontine Capital Partners, L.P.	12/14/06	9,100	$	18.16	NASDAQ Global Market (purchase)