ESMK Esmark (MM)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE TO
Amendment No. 7
Tender Offer Statement Under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act of 1934

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Esmark Incorporated
(Name of Subject Company (Issuer))

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Severstal Wheeling Acquisition Corp.
(Offeror)
a wholly-owned subsidiary of
OAO Severstal
(Parent of Offeror)
(Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

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296475106
(CUSIP Number of Class of Securities)

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Sergei Kuznetsov
Chief Financial Officer
OAO Severstal
Klara Tsetkin, 2/3
Moscow, Russia 127299
Telephone: 7 495 540 77 66
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With Copy to:
Gary P. Cullen, Esq.
Shilpi Gupta, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 407-0700

CALCULATION OF FILING FEE

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Estimated for purposes of calculating the filing fee only. This calculation assumes the purchase of 42,014,662 shares of common stock, par value $0.01 per share ("Shares"), of Esmark Incorporated at the tender offer price of $19.25 per share of common stock. As represented by Esmark Incorporated in the Agreement and Plan of Merger, by and between OAO Severstal and Esmark Incorporated and filed as Exhibit (d)(1) to this Schedule TO, as of June 25, 2008, there were 39,510,321 Shares outstanding and a maximum of 2,504,341 Shares issuable pursuant to existing stock options, stock units awards, and to a grantor trust.

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The amount of filing fee is calculated in accordance with Rule 0-11(a)(2) under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #6 For Fiscal Year 2008 issued by the Securities and Exchange Commission on December 27, 2007. Such fee equals $39.30 per $1,000,000 of the transaction value.

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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

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third-party tender offer subject to Rule 14d-1.



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issuer tender offer subject to Rule 13e-4.



o

going-private transaction subject to Rule 13e-3.



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amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:         o

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CUSIP No. 296475106

(1)

The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement.

(2)

Based on 39,510,321 shares outstanding at June 25, 2008.

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CUSIP No. 296475106

(1)

The Reporting Person disclaims beneficial ownership of such shares and this statement shall not be construed as an admission that the Reporting Person is the beneficial owner of any securities covered by this statement.

(2)

Based on 39,510,321 shares outstanding at June 25, 2008.

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        This Amendment No. 7 (this "Amendment No. 7") amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on May 30, 2008 (the "Schedule TO"), as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the Commission on June 5, 2008 ("Amendment No. 1"), by Amendment No. 2 to the Schedule TO filed with the Commission on June 6, 2008 ("Amendment No. 2"), by Amendment No. 3 to the Schedule TO filed with the Commission on June 17, 2008 ("Amendment No. 3"), by Amendment No. 4 to the Schedule TO filed with the Commission on June 20, 2008 ("Amendment No. 4"), by Amendment No. 5 to the Schedule TO filed with the Commission on June 26, 2008 ("Amendment No. 5") and by Amendment No. 6 to the Schedule TO filed with the Commission on July 2, 2008 ("Amendment No. 6) by OAO Severstal, a Russian joint stock company ("Severstal"), on behalf of Severstal Wheeling Acquisition Corp., a Delaware corporation formed on July 11, 2008 and an indirect, wholly owned subsidiary of Severstal ("Purchaser"). The Schedule TO, as amended, relates to Purchaser's offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), of Esmark Incorporated, a Delaware corporation (the "Company"), and the associated preferred share purchase rights (the "Rights," and together with the Common Stock, the "Shares") issued pursuant to the Rights Agreement, dated as of June 13, 2008, between the Company and Computershare Trust Company, N.A., as Rights Agent, for $19.25 per Share, net to the seller in cash (less applicable withholding taxes and without interest). Purchaser's offer is made upon the terms and conditions described in the Offer to Purchase, dated May 30, 2008, the First Amendment and Supplement to the Offer to Purchase, dated June 5, 2008 and the Second Amendment and Supplement to the Offer to Purchase, dated July 2, 2008, (collectively, as amended or supplemented from time to time, the "Offer to Purchase"), and in the Letter of Transmittal and instructions thereto (which, as they each may be amended or supplemented from time to time, together constitute the "Offer").

        Except as specifically set forth herein, this Amendment No. 7 does not modify any of the information previously reported on the Schedule TO, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 or Amendment No. 6. You should read this Amendment No. 7 together with the Schedule TO, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

        On July 18, 2008, Severstal announced the extension of the Expiration Date of the Offer to 10:00 a.m., New York City time, on August 4, 2008. The tender offer has been extended to allow for the expiration of the review period by the Committee on Foreign Investment in the United States (CFIUS) under the Exon-Florio Amendment to the Defense Production Act of 1950, as amended. The CFIUS review period is expected to expire at 11:59 p.m., Eastern Daylight Time, on Friday, August 1, 2008. The full text of the press release Severstal issued on July 18, 2008 is filed as Exhibit (a)(5)(G) hereto. All references in the Exhibits to the Schedule TO to the Expiration Date shall hereby mean 10:00 a.m., New York City time, on August 4, 2008.

ITEMS 1 THROUGH 9 AND 11.

        Items 1 through 9 and 11 of the Schedule TO are hereby amended as follows:

        All references to the "Expiration Date" or "5:00 p.m., New York City time, on July 18, 2008" shall mean "10:00 a.m., New York City time, on August 4, 2008".

ITEM 8.    INTEREST IN SECURITIES OF THE SUBJECT COMPANY

        Item 8 of the Schedule TO and Item 5 of the Schedule 13D are hereby amended to replace Schedule I with the following Amended and Restated Schedule I, reflecting updated information concerning the directors and executive officers of Purchaser and Severstal.

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AMENDED AND RESTATED SCHEDULE I

INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PURCHASER AND SEVERSTAL

1.     Directors and Executive Officers of Purchaser.

        The following table sets forth the name, current business address, citizenship, current principal occupation or employment, and material occupations, positions, offices or employments and business addresses thereof for the past five years of each director and executive officer of Purchaser. Unless otherwise indicated, the current business address of each person is 14661 Rotunda Drive, P.O. Box 1699, Dearborn, Michigan, 48120. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Purchaser.

2.     Directors and Executive Officers of Severstal.

        The following table sets forth the name, current business address, citizenship, current principal occupation or employment, and material occupations, positions, offices or employments and business addresses thereof for the past five years of each director and executive officer of Severstal. Unless otherwise indicated, the current business address of each person is ulitsa Mira 30, Vologda Region,

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Cherepovets, Russia 162600. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to employment with Severstal.

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ITEM 12.    EXHIBITS

        Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

        (a)(5)(G)    Press Release issued by Severstal, dated July 18, 2008

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SIGNATURE

        After due 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.

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EXHIBIT INDEX

		EXHIBIT NO.		DOCUMENT
		(a)(1)(A)*		Offer to Purchase dated May 30, 2008
		(a)(1)(B)*		Form of Letter of Transmittal
		(a)(1)(C)*		Form of Notice of Guaranteed Delivery
		(a)(1)(D)*		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees
		(a)(1)(E)*		Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees
		(a)(1)(F)*		Form of Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9
		(a)(1)(G)*		Amendment and Supplement to Offer to Purchase, dated June 5, 2008
		(a)(1)(H)*		Second Amendment and Supplement to Offer to Purchase dated July 2, 2008
		(a)(1)(I)*		Amended and Restated Form of Letter of Transmittal
		(a)(1)(J)*		Amended and Restated Form of Notice of Guaranteed Delivery
		(a)(1)(K)*		Amended and Restated Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees
		(a)(1)(L)*		Amended and Restated Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees
		(a)(5)(A)*		Form of Summary Advertisement
		(a)(5)(B)*		Press Release issued by Severstal, dated May 30, 2008
		(a)(5)(C)*		Press Release issued by Severstal, dated June 5, 2008
		(a)(5)(D)*		Press Release issued by Severstal, dated June 17, 2008
		(a)(5)(E)*		Press Release issued by Severstal, dated June 19, 2008
		(a)(5)(F)*		Press Release issued by Severstal, dated June 25, 2008
		(a)(5)(G)		Press Release issued by Severstal, dated July 18, 2008
		(b)*		Commitment Letter, dated May 23, 2008, between Severstal and ABN-AMRO, BNP Paribas SA and Citibank, N.A. London
		(d)*		Proposed form of merger agreement among Severstal, Purchaser and the Company
		(d)(1)*		Agreement and Plan of Merger, by and between OAO Severstal and Esmark Incorporated, dated June 25, 2008
		(d)(2)*		Tender and Support Agreement, by and between OAO Severstal and Franklin Mutual Advisers, LLC, as agent for each of the funds listed on a signature page thereto, dated June 25, 2008
		(h)		Not Applicable

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*

Previously filed

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ITEMS 1 THROUGH 9 AND 11.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
ITEM 12. EXHIBITS

SIGNATURE
EXHIBIT INDEX