8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2008

ESMARK INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-33851	20-8626148
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1134 Market Street, Wheeling, WV	26003
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (304) 234-2400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.01. Changes in Control of Registrant.

As previously announced, on June 25, 2008, Esmark Incorporated (the “Company”), entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with OAO Severstal, a Russian joint stock company (“Severstal”) pursuant to which, among other things, Severstal, through an affiliate (“Purchaser”), would acquire all of the outstanding shares (the “Shares”) of common stock, par value $0.01 per share of the Company at a price of $19.25, net to the seller in cash (the “Offer Price”), and that after the purchase of Shares pursuant to the Offer and the satisfaction or, if permissible, waiver of the other conditions set forth in the Merger Agreement Purchaser would be merged with and into the Company. The Merger Agreement was joined by Severstal Wheeling Acquisition Corp., an indirect wholly-owned subsidiary of Severstal as Purchaser pursuant to a Joinder to Agreement and Plan of Merger dated as of July 11, 2008. Pursuant to the Merger Agreement, Severstal amended its previously commenced $17.00 cash tender offer of May 30, 2008 to reflect the execution and terms of the Merger Agreement, including the increase in the Offer Price to $19.25 per share (the “Offer”).

The Offer, as extended, expired at 10:00 a.m. (New York City time) on August 4, 2008. Severstal announced that, as of that date, approximately 38,767,487 million Shares (approximately 94.17% of the Company’s outstanding Shares) were validly tendered and not withdrawn pursuant to the Offer (including Shares tendered by notice of guaranteed delivery), and that Purchaser had accepted such Shares for payment.

Following the acceptance for payment by Purchaser of Shares pursuant to the Offer, on August 4, 2008 (the “Effective Time”), the acquisition of the Company by Severstal was completed by means of a “short-form” merger of the Purchaser with and into the Company, with the Company as the surviving corporation continuing its corporate existence under the name “Severstal Wheeling” and a wholly owned subsidiary of Severstal, in accordance with applicable provisions of Delaware law that authorize the completion of such a Merger without a vote of the Company’s stockholders.

In the Merger, at the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or owned by Severstal, Purchaser, or any subsidiary of Severstal or Purchaser), was cancelled and converted into the right to receive the Offer Price, without interest and less any applicable withholding taxes, subject to the rights of holders thereof to seek appraisal of the “fair value” of their Shares by following the procedures required by Section 262 of the Delaware General Corporation Law. The amount of consideration and source of funds used by the Purchaser to acquire the Company’s outstanding Shares is described in Item 7 of the Severstal Schedule TO and related Offer to Purchase, as amended, which description is incorporated herein by reference.

Item 8.01. Other Events.

On August 5, 2008, Esmark issued a press release relating to the change in control of the Company. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated August 5, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

ESMARK INCORPORATED
By:	/s/ Ronald J. Nock
	Ronald J. Nock Chief Executive Officer

Dated: August 5, 2008

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ESMARK INCORPORATED ACQUISITION COMPLETED

WHEELING, WV, August 5, 2008 – Esmark Incorporated (NASDAQ: ESMK) (“Esmark”) today announced the completion of its acquisition by OAO Severstal (LSE: SVST; RTS: CHMF) (“Severstal”). The acquisition was completed pursuant to the merger of Severstal Wheeling Acquisition Corp., a wholly-owned subsidiary of Severstal, with and into Esmark. Esmark was the surviving corporation of the merger and is now an indirect, wholly-owned subsidiary of Severstal and has been renamed “Severstal Wheeling Holding Company”.

The offering period for Severstal’s tender offer for all outstanding shares of Esmark expired at 10:00 a.m., Eastern Daylight Time, on Monday, August 4, 2008. Severstal announced that, as of that date, 38,767,487 shares of Esmark common stock (approximately 94.17% of the Company’s outstanding shares) were validly tendered and not withdrawn pursuant to the Offer and had been accepted for payment.

Following expiration of the offer period, on August 4, 2008, Severstal effected a merger to complete the acquisition of Esmark without a vote or meeting of Esmark stockholders pursuant to the short-form merger procedure available under Delaware law. In the merger, each outstanding Esmark share not tendered and purchased in the offer (other than shares in respect of which appraisal rights are validly exercised under Delaware law) were converted into the right to receive the same $19.25 per share price that was paid in the tender offer, without interest and less any required withholding taxes. As a result of the merger, Esmark’s common stock will cease to be traded on the NASDAQ Global Select Market.

With the completion of the tender offer and consummation of the merger, Severstal acquired all of Esmark’s businesses, including:

• Wheeling-Pittsburgh Steel Corporation (to be renamed “Severstal Wheeling, Inc.)

• Esmark Steel Service Group, Inc. (to be renamed “Northern Steel Group, Inc.”)

• Remaining 50% ownership of the joint venture Mountain State Carbon, LLC, a blast furnace coking coal facility in West Virginia.

UBS Securities, LLC acted as lead financial advisor, Charlestown Capital Advisers, LLC acted as equity adviser, Raymond James and Associates, Inc. acted as debt advisor, and McGuireWoods LLP acted as legal counsel to Esmark.

About Esmark Incorporated

Esmark Incorporated is a vertically integrated steel producer and distributor, combining steel production capabilities through both blast furnace and electric arc furnace technologies with the just-in-time delivery of value-added steel products to a broad customer base concentrated in the Ohio Valley and Midwest regions. Currently headquartered in Wheeling, WV, the Company is a producer of carbon flat-rolled products for the construction, container, appliance, converter/processor, steel service center, automotive and other markets. The company’s products include various sheet products such as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black plate and electrolytic tinplate.

Media Contacts: Dennis Halpin, 304.234.2421 (office) or 304.654.6474 (mobile), dhalpin@esmark.com; Bill Keegan, Edelman, 312.927.8424 (mobile), bill.keegan@edelman.com

Investor Relations Contact: Dennis Halpin, 304.234.2421 (office) or 304.650.6474 (mobile), dhalpin@esmark.com

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