~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the

~~CURRENT~~Securities ~~REPORT Pursuant~~Exchange toAct ~~Section 13~~of or1934 Date 15of Report (d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofMarch 16, ~~1934~~2007

~~Date of~~WHEELING-PITTSBURGH ~~Report (Date of earliest event reported): September 29,~~CORPORATION ~~2005~~

~~WHEELING-PITTSBURGH~~(Exact ~~CORPORATION~~name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Delaware	000-50300	55-0309927
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	000-50300	55-0309927
1134 Market Street, Wheeling, WV	26003
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(Address of principal executive offices)	(Zip code)

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

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

~~Registrant’s~~Check ~~telephone~~the ~~number,~~appropriate ~~including~~box ~~area~~below ~~code:~~if ~~(304) 234~~the Form 8-~~2400~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~x ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy~~under the ~~filing~~ ~~obligation~~Securities ofAct ~~the~~(17 ~~registrant~~CFR ~~under any of the following provisions:~~230.425)

o ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

o ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (17 CFR 240.~~14a~~14d-122(b))

o Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

oITEM ~~Pre-commencement~~1.01 ~~communications~~ENTRY ~~pursuant~~INTO toA ~~Rule 13e-4(c)~~MATERIAL ~~under~~DEFINITIVE ~~the Exchange Act (17 CFR~~AGREEMENT ~~240.13e-4(c))~~

~~TABLE~~On OFMarch 16, ~~CONTENTS~~2007, Wheeling-Pittsburgh Corporation (the ”Company”) entered into an Agreement and Plan of Merger and Combination (the “Agreement”) with Esmark Incorporated (“Esmark”), Clayton Acquisition Corporation (“New Esmark”), Wales Merger Corporation, a wholly owned subsidiary of New Esmark (“WPC Merger Sub”), and Clayton Merger, Inc., a wholly owned subsidiary of New Esmark (“Esmark Merger Sub”).

ITEM 1.01. Entry into a Material Definitive Agreement ITEM 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM 8.01 Other Events ITEM 9.01 Financial Statements and Exhibits SIGNATURE EX-10.1 EX-10.2 EX-10.3 EX-99.1 EX-99.2Background:

~~Table~~In July of 2006, ~~Contents~~Esmark initiated a proxy contest for the election of its proposed director nominees at the Company’s 2006 annual meeting and stated its intention, if successful in the election of the Esmark nominees to the Company’s Board of Directors, to appoint a new management team and to present a proposal to the Company’s Board of Directors to combine Esmark and the Company. At the Company’s annual stockholders meeting held on November 17, 2006, the Company’s stockholders elected all of the Esmark director nominees and re-elected the two representatives of the United Steelworkers. Upon certification of the election results on November 30, 2006, the newly elected Board of Directors was installed and the Company’s new Board of Directors elected James P. Bouchard as Chairman of the Board of Directors and Chief Executive Officer of the Company and Craig T. Bouchard as Vice Chairman of the Board of Directors and President of the Company effective December 1, 2006. James P. Bouchard and Craig T. Bouchard are co-founders and minority stockholders of Esmark and serve as Esmark’s Chairman and Chief Executive Officer and Esmark’s Vice Chairman and President, respectively. Esmark is a value added provider of steel services and, from time to time, may buy the Company’s products.

~~ITEM~~On 1November 30, 2006, Esmark submitted a proposal to the Company to combine the Company and Esmark, and on December 5, 2006, the Company’s Board of Directors appointed a special committee comprised of five of its non-executive independent directors (the “Special Committee”) to evaluate the Esmark proposal, the previously executed merger agreement with Companhia Siderúrgica Nacional (“CSN”) and any other third-party merger proposals.01 The Special Committee retained its own legal counsel and UBS Investment Bank as investment banking advisor to assist in its evaluation of the Esmark proposal. ~~Entry~~The ~~into~~Special aCommittee ~~Material~~and ~~Definitive~~its ~~Agreement~~advisors conducted extensive due diligence with respect to Esmark and the Esmark proposal.

~~Joint~~By ~~Venture~~letter ~~Arrangement~~dated December 12, 2006, CSN terminated its merger agreement with the Company and withdrew its enhanced proposal publicly announced November 6, 2006.

OnThe ~~September 29,~~Special ~~2005,~~Committee ~~Wheeling-Pittsburgh~~determined ~~Steel~~that ~~Corporation~~the ~~(“WPSC”),~~transactions acontemplated ~~wholly~~by ~~owned subsidiary of Wheeling-Pittsburgh Corporation (~~the ~~“Company”)~~Agreement, ~~and~~including ~~SNA Carbon, LLC (“SNA~~the ~~Carbon”),~~combination ~~a wholly owned subsidiary~~ of ~~Severstal~~the ~~North~~Company ~~America,~~and ~~Inc. (“SNA”)~~Esmark, ~~entered~~are ~~into~~in ~~an Amended~~the ~~and~~best ~~Restated~~interests ~~Limited~~of ~~Liability~~the Company ~~Agreement,~~and ~~dated as of September 29, 2005 (~~the ~~“LLC~~ ~~Agreement”),~~stockholders of ~~Mountain~~the ~~State Carbon~~Company, ~~LLC~~and ~~(“MSC”).~~unanimously ~~MSC~~recommended isthat athe ~~Delaware~~Company’s ~~limited~~Board ~~liability~~of ~~company~~Directors ~~which~~approve ~~was~~the ~~formed~~combination. toSubsequently, ~~own~~the ~~and~~Board ~~refurbish~~of ~~coke~~Directors ~~batteries~~of the ~~contributed~~Company tounanimously itapproved ~~by WPSC~~ and todeclared ~~manufacture and~~advisable ~~sell~~ the ~~coke~~Agreement, ~~produced~~including ~~by those batteries for~~ the ~~benefit~~combination of the ~~WPSC~~Company and ~~SNA~~Esmark, ~~Carbon. WPSC~~ and ~~SNA Carbon~~determined ~~concurrently~~that ~~executed~~the ~~various~~Agreement ~~agreements~~and ~~related to~~ the transactions contemplated thereby, byincluding the ~~previously~~ ~~announced~~combination, ~~Letter~~are ofin ~~Intent~~the ~~between~~best ~~them,~~interests ~~which~~of ~~has~~the ~~expired,~~Company and by the ~~LLC Agreement,~~stockholders ~~including~~of ~~management~~the ~~and~~Company. ~~operating~~Esmark’s ~~agreements,~~Board ~~pursuant~~of toDirectors ~~which~~has ~~WPSC~~also ~~will~~unanimously ~~operate~~approved and ~~manage~~declared ~~MSC’s~~advisable ~~coke~~the ~~facilities,~~Agreement and ~~various~~the ~~coke~~transactions ~~supply~~contemplated ~~agreements~~thereby.

~~WPSC~~The ~~contributed to MSC its coke-producing batteries and~~Agreement: related facilities and assets located in Follansbee, West Virginia, and Steubenville, Ohio. In addition, WPSC contributed, in-kind, to MSC amounts previously expended by WPSC relative to the refurbishment of the coke batteries, and SNA Carbon contributed capital of $50.0 million to MSC on September 29, 2005. In return for these initial contributions, WPSC and SNA Carbon each received 50% of MSC’s voting capital stock interests, which allow WPSC and SNA Carbon each to elect two of the four Managers on MSC’s Board of Managers, and 72.22% and 27.78%, respectively, of the non-voting economic capital stock interests in MSC.

~~WPSC~~The ~~and~~Agreement ~~SNA~~contemplates ~~Carbon~~transactions ~~each~~by ~~are~~which ~~obligated~~the toCompany ~~make~~and ~~additional~~Esmark ~~cash~~will ~~contributions~~become towholly ~~MSC. In~~owned ~~particular,~~subsidiaries ~~WPSC~~of ~~is obligated to make cash contributions in 2005 so that such amount, together with~~ the ~~in-kind~~new ~~contribution~~holding ~~made at closing~~company, ~~totals~~New ~~$10~~Esmark.~~0 million.~~ ~~WPSC~~Subject ~~is obligated~~ to ~~make~~the ~~cash contributions~~terms ~~of $5.0 million~~ and ~~$15.0 million~~conditions inof ~~2006~~the Agreement ~~and~~WPC ~~2007,~~Merger ~~respectively,~~Sub ~~payable~~will onmerge ~~a monthly~~with ~~basis,~~ and ~~cash~~into ~~contributions~~the ofCompany ~~$10.0 million~~(the in“WPC ~~2008, payable on a quarterly basis~~Merger”). ~~SNA~~Simultaneous ~~Carbon~~with isthe ~~obligated~~WPC toMerger, ~~contribute~~Esmark anMerger ~~additional~~Sub ~~$10.0 million~~will inmerge ~~late~~with ~~2005~~ and ~~monthly~~into ~~cash contributions~~Esmark ~~of $10.0 million in each of~~ (the ~~first~~“Esmark ~~six months of 2006~~Merger”). ~~Until such time as SNA~~Upon ~~Carbon~~or ~~owns~~prior ~~50%~~to consummation of the ~~outstanding non-voting economic capital stock interests in MSC~~combination, ~~which~~New isEsmark ~~expected~~will ~~to occur~~be inrenamed ~~March 2006,~~“Esmark ~~SNA~~Incorporated” ~~Carbon’s proportional share of the~~and ~~outstanding~~Esmark ~~non-voting economic capital stock interests in MSC~~ will ~~increase~~be byrenamed 1%“Esmark ~~for~~Steel ~~each~~Service ~~$1.8 million~~Group, ~~of additional capital contributed by it to MSC~~Inc.”

~~Subject~~The toWPC ~~certain~~Merger ~~exceptions,~~will ~~WPSC~~result in each issued and ~~SNA~~outstanding ~~Carbon~~share ~~also~~of ~~are~~common ~~obligated~~stock ~~under~~of the ~~LLC Agreement~~Company tobeing ~~make~~converted ~~loans~~into toa ~~MSC~~right ~~from time~~ to ~~time,~~receive upone toshare ~~$35.0 million~~of incommon ~~the~~stock ~~aggregate~~of ~~for~~New ~~all~~Esmark. ~~such~~In ~~loans,~~addition to ~~satisfy~~that ~~any~~share ~~deficiency~~for inshare ~~MSC~~exchange option, the Company’s ~~working~~stockholders ~~capital~~may ~~needs.~~elect ~~These~~to ~~loans~~receive ~~would~~a beshare ~~made~~of common bystock ~~WPSC~~of ~~and~~New ~~SNA~~Esmark ~~Carbon proportionate~~plus to(1) a ~~their~~put ~~respective~~right ~~projected~~allowing ~~coke~~the ~~purchases.~~stockholder ~~Because~~to ~~coke~~put ~~prices~~back ~~charged~~to byNew ~~MSC~~Esmark ~~will~~within bea atten ~~its~~day ~~fully~~period ~~absorbed~~each ~~cost~~of ~~(including~~the ~~depreciation,~~shares aof ~~non-cash~~New ~~expense),~~Esmark ~~plus~~that awere ~~stipulated profit,~~issued itto issuch ~~projected~~stockholder ~~that~~in the ~~MSC~~exchange ~~will~~for ~~not~~$20.00 ~~have~~per ~~significant~~share, ~~need~~subject ~~for such~~to ~~sources~~a maximum of ~~working capital~~$150.0 million ~~after~~being ~~the~~paid ~~first~~for ~~quarter~~all exercised ofput ~~2007.~~elections, Toor ~~the~~(2) a ~~extent~~right ~~that~~to ~~the~~purchase, ~~capital~~within ~~contributions~~a ~~made~~ten byday ~~WPSC and~~period, ~~SNA~~one ~~Carbon~~additional ~~are~~share of ~~not~~New ~~sufficient~~Esmark tocommon ~~refurbish~~stock ~~completely~~at ~~MSC’s~~$19.00

~~Table~~per share for each share of ~~Contents~~the Company’s stock that was exchanged by such stockholder, subject to a maximum of $200.0 million worth of New Esmark common stock (at such $19.00 price) being purchased under the purchase rights. Both the put and rights elections are subject to proration if the elections exceed the specified amounts.

~~coke-producing~~As ~~batteries~~a condition to athe ~~condition~~closing ~~that~~of ~~meets~~the ~~its~~Agreement, ~~production~~those ~~goals~~funds ~~and~~managed ~~complies~~by ~~with~~Franklin Mutual Advisers, ~~applicable~~LLC ~~legal~~that ~~requirements~~are stockholders of Esmark (collectively, ~~WPSC~~“Franklin”) and ~~SNA~~the ~~Carbon~~Company ~~each~~are ~~must~~required ~~contribute~~to enter ~~one-half~~into ofa standby purchase agreement (the ~~deficiency,~~“Standby Agreement”) that will require Franklin to purchase any of the foregoing unexercised purchase rights (up to a maximum of $8200.0 million) and that, in any event, will obligate the Company to provide Franklin a minimum of $50.0 million in purchase rights. In each case, Franklin’s purchase rights would be exercisable at a $19.00 per share price.

IfAs ~~either~~a ~~WPSC~~result ~~or SNA Carbon breaches any~~ of ~~its funding obligations under~~ the ~~LLC~~Esmark ~~Agreement, the~~Merger ~~defaulting~~and ~~party’s~~in ~~non-voting~~exchange ~~capital~~for ~~stock~~all ~~interests~~of ~~could~~the beissued ~~diluted,~~ and ~~the~~outstanding ~~quantity~~shares of ~~coke~~Esmark ~~that~~stock, ~~MSC~~Esmark stockholders would bereceive ~~obligated to sell to the defaulting party could be permanently reduced~~17.5 million ~~SNA has~~shares ~~guaranteed~~of ~~SNA~~New ~~Carbon’s~~Esmark ~~funding~~common ~~obligations~~stock ~~pursuant to~~ in the ~~LLC Agreement. If SNA Carbon’s non-voting capital stock interests are diluted~~aggregate, ~~WPSC~~plus ~~would~~additional ~~have~~shares ~~the~~of ~~right~~New toEsmark ~~dilute~~common ~~SNA Carbon’s voting capital~~ stock ~~interests,~~for inany ~~which~~new ~~event~~equity ~~WPSC~~raised ~~would control MSC’s Board of Managers. WPSC’s~~by ~~voting~~Esmark ~~capital~~prior ~~stock~~to ~~interests~~May 15, ~~may~~2007 ~~not~~(the be“Additional ~~diluted~~Esmark ~~below 50% under any circumstances~~Equity”).

~~WPSC~~Upon ~~and~~the ~~MSC~~effective ~~executed~~time aof ~~Coke~~the ~~Supply Agreement~~combination, ~~dated~~the asdirectors of ~~September 29,~~New ~~2005~~Esmark ~~(the~~shall ~~“WPSC~~be ~~Coke Supply~~comprised ~~Agreement”). The WPSC Coke Supply Agreement provides that MSC will sell to WPSC all coke~~of ~~produced~~thirteen bydirectors, ~~MSC~~consisting ~~in the remainder~~ of ~~2005~~all ~~and~~eleven updirectors ~~to 600,000 tons~~ of ~~coke~~the inCompany ~~2006. SNA Carbon and MSC separately executed a Coke Supply Agreement, dated~~ as of ~~September 29, 2005 (~~the ~~“SNA~~date ~~Carbon Coke~~of ~~Supply~~ the Agreement~~”),~~ ~~which~~and ~~provides~~two ~~that~~designees ~~MSC will sell to SNA Carbon 380,000 tons~~ of ~~coke in 2006~~Esmark. ~~Beginning~~James inP. ~~2007,~~Bouchard ~~WPSC and SNA Carbon each~~ will ~~purchase~~be ~~under~~the ~~their~~Chairman ~~respective coke supply agreements with MSC 50%~~ of ~~MSC’s~~the ~~total~~Board ~~production of coke, allocated on a weekly basis. WPSC~~ and ~~SNA~~Chief ~~Carbon~~Executive ~~may~~Officer ~~cause a reduction~~ of ~~the~~New ~~amount~~Esmark ofand ~~coke~~Craig ~~that~~T. ~~MSC~~Bouchard iswill ~~required~~be ~~to sell to~~ the ~~other party~~Vice ifChairman ~~the~~of ~~other party defaults in its funding obligations under~~ the ~~LLC Agreement. All coke~~Board ~~sold by MSC to WPSC~~ and ~~SNA~~President ~~Carbon~~of isNew ~~required to meet certain specifications~~Esmark.

~~WPSC~~The ~~and~~Company ~~SNA~~has ~~Carbon~~made ~~also~~customary ~~entered~~representations ~~into a new coke supply agreement on September 29, 2005 which replaced a previous supply arrangement between the parties~~ and ~~pursuant~~warranties ~~to which SNA Carbon agreed to purchase 225,000 tons of coke directly from WPSC during the period from May 1, 2005 through the end of 2005~~ and ~~25,000~~covenants ~~tons~~ in ~~2006, for a per ton purchase price approximately equal to~~ the ~~per ton amount paid by WPSC for the coke that it purchases from MSC under the WPSC Coke Supply~~ Agreement, ~~plus a non-refundable~~ ~~payment~~including, ofamong ~~$20.0 million to WPSC~~others, ~~less amounts previously~~covenants: ~~received under an interim coke supply agreement.~~

~~Coke~~• ~~prices~~governing ~~charged~~the byconduct ~~MSC~~of ~~pursuant~~business toby the ~~WPSC~~Company ~~Coke~~pending ~~Supply~~the ~~Agreement~~closing ~~and~~of the ~~SNA~~transactions ~~Carbon~~contemplated ~~Coke Supply~~by the Agreement; ~~are~~• ~~designed~~not to ~~cover~~solicit ~~substantially~~takeover ~~all~~proposals ofor, ~~MSC’s~~subject ~~fully~~to ~~absorbed administrative~~certain ~~and production costs~~exceptions, ~~net~~furnish ofinformation ~~any~~to ~~by-product~~or ~~revenues, plus~~enter ~~5%.~~into ~~Coke~~discussions ~~prices~~or ~~are~~negotiations ~~not designed~~with tothird ~~cover~~parties ~~capital~~regarding ~~refurbishment~~takeover ~~costs,~~proposals; ~~which~~• issubject ~~the~~to ~~purpose~~certain ofexceptions, for the ~~cash~~Company’s ~~capital contributions.~~Board ~~Coke~~of ~~prices~~Directors ~~charged~~ to ~~WPSC~~recommend ~~and~~that ~~SNA~~the ~~may~~Company ~~vary~~stockholders ~~under~~adopt ~~specified~~the ~~circumstances~~Agreement; ~~related to~~and ~~variances~~• into ~~production~~cause ~~levels,~~a asmeeting ~~well~~of asthe ~~defaults. MSC~~Company’s ~~excess~~stockholders ~~cash~~to ~~must first~~ be ~~used~~held to ~~repay~~ ~~any~~consider ~~outstanding~~the ~~debt~~approval toof ~~WPSC~~the ~~and SNA Carbon~~Agreement.

~~WPSC will~~Esmark behas ~~paid~~made acustomary ~~fee~~representations and ~~will~~warranties ~~manage~~ and ~~operate~~covenants ~~MSC’s~~in ~~coke~~the ~~facilities using its current hourly and salaried workforce~~Agreement, ~~subject to ultimate oversight by MSC’s Board of Managers~~including, ~~under~~ ~~its~~among ~~management and operating agreements. WPSC will retain environmental obligations related to the operation and condition of the facilities prior to September 29~~others, ~~2005. The LLC Agreement obligates WPSC to indemnify SNA Carbon and MSC against any~~covenants: ~~environmental liabilities related to or arising out of the condition~~

~~Table~~• governing the conduct of ~~Contents~~business by Esmark pending the closing of the transactions contemplated by the Agreement; • that the Additional Esmark Equity shall not exceed $100 million without the consent of the Company acting though the Special Committee; • for Esmark’s Board of Directors to recommend that Esmark’s stockholders approve and adopt the Agreement; and • to submit the Agreement to the Esmark’s stockholders for approval.

ofClosing on the ~~real~~transactions ~~property~~called tofor bein ~~contributed~~the ~~by WPSC to MSC. The LLC~~ Agreement ~~also~~is ~~provides~~conditioned ~~that~~on, ~~MSC will~~among ~~indemnify~~other ~~WPSC and SNA Carbon against liabilities arising in connection with the management or~~customary ~~ownership of MSC.~~conditions:

~~The~~• ~~foregoing~~the isaccuracy ~~a summary~~ of the ~~material~~representations ~~terms~~ and ~~conditions~~warranties of(subject ~~the~~generally ~~LLC~~to ~~Agreement,~~a ~~the~~material ~~WPSC Coke~~adverse ~~Supply~~effect ~~Agreement~~standard); ~~and~~• the ~~SNA~~adoption ~~Carbon~~of ~~Coke~~the ~~Supply~~ Agreement ~~and~~by isthe ~~not~~stockholders ~~a complete discussion~~ of ~~those~~ ~~documents.~~the ~~Accordingly,~~Company and the ~~foregoing~~stockholders isof ~~qualified~~Esmark; in• ~~its~~expiration ~~entirety~~or byearly ~~reference~~termination toof the ~~full texts~~waiting ofperiod under the ~~LLC~~Hart-Scott-Rodino ~~Agreement,~~Antitrust ~~the~~Improvements ~~WPSC~~Act ~~Coke~~of ~~Supply~~1976, ~~Agreement~~as ~~and~~amended; ~~the~~• ~~SNA~~shares ~~Carbon~~of ~~Coke~~New ~~Supply~~Esmark ~~Agreement filed~~common asstock ~~Exhibits~~being ~~10.1~~approved ~~and~~for ~~10.2,~~listing ~~respectively,~~on toThe ~~this~~New ~~Current~~York ~~Report,~~Stock ~~which~~Exchange ~~are~~or ~~hereby incorporated~~The byNASDAQ ~~reference.~~ Stock Market;

On• ~~September 30,~~the ~~2005,~~agreement by the Company ~~issued~~and aEsmark ~~press~~on ~~release~~the ~~regarding~~amount of any Additional Esmark Equity; • the ~~foregoing~~net ~~matters.~~working ~~A copy~~capital of Esmark must equal or exceed $100 million plus the ~~press~~amount ~~release~~of isany ~~filed~~Additional Esmark Equity; and • the execution of the Standby Agreement as ~~Exhibit 99.1~~well as a registration rights agreement with Franklin regarding any shares of New Esmark purchased pursuant to ~~this~~the ~~Current~~Standby ~~Report~~Agreement.

~~Term~~The ~~Loan~~Agreement ~~Amendment~~also contains provisions that provide for its termination in certain circumstances. In the event the Company terminates the Agreement pursuant to a superior proposal received from a third party, the Company has agreed to pay Esmark’s expenses (up to $2 million in the aggregate), and upon termination of the Agreement for any reason, the Company has agreed to reimburse, to the extent that it has not already done so, Esmark for all of Esmark’s fees and expenses in connection with the proxy solicitation for the Company’s 2006 annual meeting (as long as such reimbursement is permitted under Delaware law and the reimbursement amount will not exceed the amount of such fees and expenses which were presented to the Special Committee or which are otherwise agreed to in writing by the Special Committee).

OnA ~~September 29,~~copy ~~2005, the~~of ~~Company and WPSC entered into a third amendment (~~the ~~“Amendment”)~~ toAgreement ~~WPSC’s~~is ~~existing~~attached ~~term loan~~hereto ~~agreement (~~as ~~amended,~~Exhibit 2.1 ~~the~~and ~~“Term~~is ~~Loan~~incorporated ~~Agreement”)~~herein by ~~and~~reference. ~~among~~The ~~the~~foregoing ~~Company,~~description ~~WPSC,~~does ~~the~~not ~~Lenders~~purport ~~party~~ to ~~the~~be ~~Term~~complete ~~Loan Agreement, the Documentation Agent~~ and ~~Syndication~~ ~~Agent~~is ~~named~~qualified ~~therein,~~in ~~Royal Bank of Canada, as administrative agent, and the Emergency Steel Loan Guarantee Board. The Amendment allows, among other things, for (i) the contribution by WPSC of~~ its ~~coke~~entirety ~~producing and~~by ~~related~~reference ~~assets~~ to ~~MSC, as described above, and~~ the ~~removal~~full oftext ~~the term loan lenders’ lien on such assets; (ii) a liquidity enhancement~~ of ~~up to $75 million through an increase in borrowing availability under WPSC’s existing revolving credit facility; and (iii) financial covenant relief for~~ the ~~third and fourth quarters of 2005~~Agreement.

~~The~~In ~~foregoing~~connection iswith athe ~~summary~~Agreement, of the ~~material~~Company ~~terms~~ and ~~conditions~~New ofEsmark expect to file with the ~~Amendment~~Securities and Exchange isCommission ~~not~~(the “SEC”) a ~~complete~~ ~~discussion~~registration ofstatement ~~the~~containing ~~document.~~a ~~Accordingly,~~preliminary ~~the~~proxy ~~foregoing~~statement and isprospectus. ~~qualified~~The inCompany urges its ~~entirety~~stockholders ~~by reference~~ to read the ~~full~~proxy ~~text~~statement ofand ~~the~~prospectus ~~Amendment~~in its ~~filed~~entirety aswhen ~~Exhibit 10.3~~it tobecomes ~~this~~available ~~Current~~because ~~Report,~~it ~~which~~will iscontain important information regarding the ~~incorporated~~transactions ~~herein~~called byfor ~~reference~~in the Agreement.

OnWhen ~~September 30~~filed, ~~2005,~~ the ~~Company~~proxy ~~issued~~statement aand ~~press~~prospectus ~~release~~will ~~regarding,~~be ~~among~~available ~~other~~at ~~things,~~no ~~the Amendment.~~charge Aat ~~copy of~~ the ~~press~~SEC’s ~~release~~website at ~~is attached hereto as Exhibit 99~~http://www.2sec.gov.

~~Residence~~FORWARD-LOOKING ~~Relocation~~STATEMENTS CAUTIONARY LANGUAGE

~~Based~~The onAgreement ~~the~~has ~~recommendation~~been ofincluded ~~its~~in ~~Compensation~~this ~~Committee,~~filing ~~on September 30, 2005, the Company’s Board of Directors authorized the Company~~ to ~~purchase~~provide ainvestors ~~personal~~with ~~residence~~information inregarding ~~the~~its ~~Wheeling,~~respective ~~West~~terms. ~~Virginia~~Except ~~area~~ for ~~the~~its ~~use~~status ofas ~~James~~the G.contractual ~~Bradley,~~document ~~Chairman~~that establishes and ~~Chief Executive Officer~~governs of the ~~Company,~~legal inrelations ~~order~~among ~~to facilitate Mr. Bradley’s transition from~~ the ~~temporary~~parties ~~living~~thereto ~~quarters now~~with ~~owned~~respect ~~by him~~ to athe ~~permanent~~transactions ~~personal~~described ~~residence.~~in ~~The~~this filing, ~~purchase price of~~ the ~~new~~Agreement ~~residence~~ is ~~$310,000,~~ ~~confirmed~~not byintended ~~independent~~to ~~appraisals.~~be ~~The~~a ~~Company~~source ~~also~~of ~~will pay certain closing~~factual, ~~maintenance,~~ ~~furnishing~~business ~~and~~or ~~utility costs. Mr. Bradley will rent the new residence from the~~operational ~~Company~~information atabout ~~its fair market rental amount, with~~ the ~~monthly~~parties ~~rental amount~~thereto.

~~Table~~The representations, warranties, covenants and agreements made by the parties to the Agreement are made as of ~~Contents~~specific dates and are qualified and limited, including by information in disclosure schedules that the parties exchanged in connection with the execution of the Agreement. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. Representations and warranties may be used as a tool to allocate risks between the parties to the Agreement, including where the parties do not have complete knowledge of all facts. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Agreement or any of their respective affiliates.

~~imputed~~The ~~as income~~information tocontained ~~Mr. Bradley~~in ~~for~~this ~~compensation~~filing, ~~purposes.~~other ~~The~~than ~~rental~~historical information, consists of ~~amount~~forward-looking ~~will~~statements bewithin ~~grossed~~the upmeaning ~~for~~of ~~tax~~Section 27A ~~purposes.~~of ~~The~~the ~~Company~~Securities ~~will~~Act ~~acquire~~and Section 21E of the ~~temporary living~~Securities ~~quarters~~Exchange ~~currently~~Act. ~~owned~~In byparticular, ~~Mr. Bradley~~statements ~~for~~containing aestimates ~~purchase~~or ~~price~~projections of future ~~$130~~operating or financial performance are not historical facts,~~000,~~ ~~confirmed~~and byonly represent a belief ~~independent~~based ~~appraisals~~on various assumptions, ~~with~~all of which are inherently uncertain. Forward-looking statements reflect the ~~purchase~~current ~~price~~views ~~being~~of ~~applied~~management ~~first~~and are subject to ~~repay~~a ~~the~~number ~~existing~~of ~~mortgage~~risks and uncertainties that oncould cause actual results to differ materially from those described in such statements. These risks and uncertainties include, among others, factors relating to (1) the ~~property~~risk that the businesses of Esmark and the ~~balance~~Company towill not be ~~retained~~integrated bysuccessfully ~~Mr.~~or such integration may be more difficult, time-consuming or costly than expected; (2) ~~Bradley.~~the ~~The~~ability ~~Company~~of ~~intends~~Esmark, New Esmark and the Company to ~~resell~~realize the expected benefits from the combination, including expected operating ~~acquired~~efficiencies, ~~property.~~synergies, cost savings and increased

~~ITEM~~productivity, ~~2.03.~~and ~~Creation~~the timing of realization of any such expected benefits; (3) lower than expected operating results for the Company prior to the combination and for combined entity after the combination; (4) the risk of unexpected consequences resulting from the combination; (5) the ability of the combined entity to operate successfully within a ~~Direct~~highly ~~Financial~~cyclical ~~Obligation~~industry; (6) the extent and timing of the entry of additional competition in the markets in which the combined entity will operate; (7) the risk of decreasing prices for steel and steel related products; (8) the risk of significant supply shortages and increases in the cost of raw materials, especially carbon slab supply, and the impact of rising natural gas prices; (9) rising worldwide transportation costs due to historically high and volatile oil prices; (10) the ability of the combined entity to complete, and the cost and timing of, capital improvement projects; (11) increased competition from substitute materials, such as aluminum; (12) changes in environmental and other laws and regulations to which the companies are subject; (13) adverse changes in interest rates and other financial market conditions; (14) changes in United States trade policy and governmental actions with respect to imports, particularly with respect to restrictions or antariffs on ~~Obligation~~the ~~under~~importation anof ~~Off~~carbon slabs; and (15) political, legal and economic conditions and developments in the United States and in foreign countries in which the combined entity will operate. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, and any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Esmark, New Esmark and the Company assume no duty to update forward-~~Balance~~looking ~~Sheet~~statements. Reference is made to a ~~Arrangement~~more complete discussion of aforward-looking ~~Registrant~~statements and applicable risks contained in the Company’s filings with the SEC.

~~The~~ITEM ~~disclosures set forth above under Item 1~~9.01 ~~are~~FINANCIAL ~~hereby~~STATEMENTS ~~incorporated~~AND ~~by reference into this Item~~EXHIBITS ~~2.03.~~

~~ITEM 8.01 Other Events.~~(c) Exhibits

On September 30, 2005, the Company issued a press release regarding the principal terms of the Amendment and updated guidance with respect to expected results for the third quarter of 2005. A copy of the press release is attached hereto as Exhibit 99.2.


Exhibit No.		Description

2.1		Agreement and Plan of Merger and Combination, dated as of March 16, 2007, among Clayton Acquisition Corporation, Wheeling-Pittsburgh Corporation, Wales Merger Corporation, Esmark Incorporated and Clayton Merger, Inc. (filed herewith) (Exhibits and Disclosure Schedules have been omitted and shall be furnished to the SEC upon request)

~~ITEM 9.01 Financial Statements and Exhibits~~SIGNATURE

~~(c) Exhibits~~ 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.

Exhibit No.		Description
10.1		Amended and Restated Limited Liability Company Agreement of Mountain State Carbon, LLC, dated as of September 29, 2005, between Wheeling-Pittsburgh Steel Corporation and SNA Carbon, LLC (filed herewith).
10.2		Mountain State Carbon, LLC Coke Supply Agreements: Coke Supply Agreement, dated as of September 29, 2005, between Wheeling-Pittsburgh Steel Corporation and Mountain State Carbon, LLC; and Coke Supply Agreement, dated as of September 29, 2005, between SNA Carbon, LLC and Mountain State Carbon, LLC (filed herewith).
10.3		Third Amendment (Term Loan Agreement), dated as of September 29, 2005, by and among Wheeling-Pittsburgh Corporation, Wheeling-Pittsburgh Steel Corporation, the Lenders party to the Term Loan Agreement (as defined therein), the Documentation Agent and Syndication Agent named therein, Royal Bank of Canada, as administrative agent, and the Emergency Steel Loan Guarantee Board (filed herewith).
99.1		Press Release, dated September 30, 2005 (filed herewith).
99.2		Press Release, dated September 30, 2005 (filed herewith).


		WHEELING-PITTSBURGH CORPORATION


		By:		/s/ David A. Luptak

				David A. Luptak Executive Vice President, General Counsel and Secretary

~~Table~~Dated: ofMarch 22, ~~Contents~~2007

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.

WHEELING-PITTSBURGH CORPORATION By: /s/ Paul J. Mooney Paul J. Mooney Executive Vice President and Chief Financial Officer

Dated: October 4, 2005

Filing Compare · WHEELING PITTSBURGH CORP /DE/