-----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, SyHgayALC9Z0hHaFNGnTu34FKz0FGB/hPJY60gJ0vG6SiijED30ZjakWbddnqL0m p5tcNjaJKPKDGlhbA4FJtQ== 0001104659-07-086088.txt : 20071129 0001104659-07-086088.hdr.sgml : 20071129 20071129165134 ACCESSION NUMBER: 0001104659-07-086088 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071127 FILED AS OF DATE: 20071129 DATE AS OF CHANGE: 20071129 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 1134 MARKET STREET CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042342460 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE MANAGEMENT LLC CENTRAL INDEX KEY: 0001268959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 071275443 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE PARTNERS L P CENTRAL INDEX KEY: 0001269122 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 071275444 BUSINESS ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: 55 RAILROAD AVENUE 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001272374 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 071275445 MAIL ADDRESS: STREET 1: C/O TORTINE PARTNERS LP STREET 2: 55 RAILRAOD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 071275446 BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GENDELL JEFFREY L ET AL CENTRAL INDEX KEY: 0000948904 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50300 FILM NUMBER: 071275447 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 4 1 a4.xml 4 X0202 4 2007-11-27 0 0000941738 WHEELING PITTSBURGH CORP /DE/ WPSC 0000948904 GENDELL JEFFREY L ET AL C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001276922 TONTINE CAPITAL PARTNERS L P C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001272374 TONTINE CAPITAL MANAGEMENT LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001269122 TONTINE PARTNERS L P C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 0001268959 TONTINE MANAGEMENT LLC C/O TONTINE CAPITAL MANAGEMENT, L.L.C. 55 RAILROAD AVENUE, 1ST FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2007-11-27 4 U 0 999255 D 0 I I Common Stock 2007-11-27 4 U 0 969526 20.00 D 0 I I Senior Subordinated Unsecured Convertible Promissory Note 20.00 2007-11-27 4 U 0 20066311 20066311 D 2007-11-27 2008-11-15 Common Stock 20066311 0 I See footnote Senior Subordinated Unsecured Convertible Promissory Note 20.00 2007-11-27 4 U 0 2647439 2647439 D 2007-11-27 2008-11-15 Common Stock 2647439 0 I See footnote 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"). 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"). 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. 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. 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. 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. 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 2007-11-29 Tontine Capital Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-29 Tontine Partners, L.P., By: its General Partner, Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-29 Tontine Management, L.L.C., By: its Managing Member, /s/ Jeffrey L. Gendell 2007-11-29 /s/ Jeffrey L. Gendell 2007-11-29 -----END PRIVACY-ENHANCED MESSAGE-----