As filed with the Securities and Exchange Commission on October 9,23, 2007

Registration No. 333-142822

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

Amendment No. 34 to

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Clayton Acquisition Corporation

(Exact name of registrant as specified in its charter)

James P. Bouchard

President

Clayton Acquisition Corporation

c/o Wheeling-Pittsburgh Corporation

1134 Market Street

Wheeling, WV 26003

(304) 234-2400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective and upon completion of the combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

CALCULATION OF REGISTRATION FEE

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. The securities being offered by the use of this proxy statement/prospectus may not be issued until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus is not an offer to sell these securities nor a solicitation of any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER     , 2007

Wheeling-Pittsburgh Corporation

1134 Market Street

Wheeling, West Virginia 26003

October     , 2007

DEAR WHEELING-PITTSBURGH STOCKHOLDER:

You are cordially invited to attend the special meeting of the stockholders of Wheeling-Pittsburgh Corporation, which will be held at the Hyatt Regency Pittsburgh International Airport located at 1111 Airport Boulevard, Pittsburgh, Pennsylvania, 15231, on [                    ],November     , 2007, beginning at 10:00 a. m., local time.

At the special meeting, you will be asked to consider and vote on a proposed transaction among Clayton Acquisition Corporation (“New Esmark”), Esmark Incorporated (“Esmark”), and Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”), pursuant to which Wheeling-Pittsburgh and Esmark would become wholly owned direct subsidiaries of New Esmark, and for each share of common stock of Wheeling-Pittsburgh that you hold you will be entitled to elect to receive either:

subject to the limitations described in the proxy statement/prospectus. An election formForms to use to make and exercise your election will be sent in a separate mailing concurrently with this proxy statement/prospectus.

Immediately after completion of the combination, the former holders of issued and outstanding shares of common stock of Wheeling-Pittsburgh would hold approximately 35%36% of the then outstanding shares of New Esmark common stock, assuming (i) the Wheeling-Pittsburgh stockholders do not exercise any of the rights to require New Esmark to purchase shares of New Esmarkreceive cash for their Wheeling-Pittsburgh common stock or (ii) the rights to acquire additional shares of New Esmark stock and (ii) the stockholders of Esmark who have agreed to purchase any unexercised rights to acquire shares of New Esmark common stock purchase the shares of New Esmark common stock pursuant to all of the purchase rights. Wheeling-Pittsburgh common stock trades on The NASDAQ Stock Market under the ticker symbol “WPSC.” New Esmark intends to apply to list shares of its common stock on The NASDAQ Stock Market under the ticker symbol “ESMK.”

Also, in connection with the combination, the parties to the Agreementagreement have proposed that New Esmark adopt an incentive compensation plan. Stockholder approval of the plan is required to satisfy requirements of the NASDAQ Marketplace Rules.

After careful consideration and upon the recommendation of the independent directors on the Special Committee to the Board of Directors, the Wheeling-Pittsburgh Board of Directors has adopted resolutions approving the agreement, and the subsequent amendment and determining that the combination and the agreement are advisable and in the best interests of Wheeling-Pittsburgh and its stockholders.The Wheeling-Pittsburgh Board of Directors recommends that you vote “FOR” the adoption of the agreement and the WPC Merger Transaction, and “FOR” the approval of the New Esmark incentive compensation plan.

The proxy statement/prospectus attached to this letter provides you with information about the combination and the special meeting. Please read the entire proxy statement/prospectus carefully.In particular, see “Risk Factors” beginning on page 2728 of the proxy statement/prospectus.You may also obtain additional information on Wheeling-Pittsburgh from documents filed with the Securities and Exchange Commission.

Your vote is very important.The combination cannot be completed unless Wheeling-Pittsburgh stockholders holding a majority of the outstanding shares entitled to vote at the special meeting of stockholders vote to adopt the agreement. If you fail to vote on the agreement, it will have the same effect as voting against the adoption of the agreement.

Whether or not you plan to attend the special meeting in person, please complete, sign, date and return promptly the enclosed proxy card or follow the internet or telephone voting instructions. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. These actions will not limit your right to vote in person if you wish to attend the special meeting and vote in person.

If you have any questions or need assistance voting your shares, please call Innisfree M&A Incorporated, which is assisting Wheeling-Pittsburgh, toll-free at (800) 750-5834.

On behalf of the Board of Directors of Wheeling-Pittsburgh, I thank you in advance for your cooperation and continued support.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the combination or the securities to be issued pursuant thereto, passed upon the merits or fairness of the combination or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated October     , 2007 and is first being mailed to Wheeling-Pittsburgh stockholders on or about October     , 2007.

Esmark Incorporated

2500 Euclid Ave.

Chicago Heights, Illinois 60411

October     , 2007

DEAR ESMARK STOCKHOLDER:

Together with this letter you are receiving the proxy statement/prospectus for the proposed combination of Esmark and Wheeling-Pittsburgh Corporation pursuant to the Agreement and Plan of Merger and Combination, dated as of March 16, 2007, among Clayton Acquisition Corporation (“New Esmark”), Esmark Incorporated (“Esmark”), Clayton Merger, Inc. (“Esmark Merger”), Wales Merger Corporation (“WPC Merger”) and Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”). Completion of this transaction requires a favorable vote of both the Wheeling-Pittsburgh stockholders and our stockholders. Rather than holding a meeting, we are acting by written consent for this transaction. All Esmark stockholders as of October 11, 2007 are receiving this document and are eligible for this consent solicitation.

Accordingly, please review these materials and complete and return your consent form to             .

As a result of this transaction, all shares of common and preferred stock (on an as-converted basis) of Esmark will be converted into common shares of a new holding company, New Esmark, which intends to apply to list its common shares on the The NASDAQ Stock Market under the symbol “ESMK.” Both Esmark and Wheeling-Pittsburgh will be wholly-owned subsidiaries of New Esmark. The number of shares of New Esmark you will receive is explained in the accompanying materials.

We believe this transaction will result in significant benefits to the stockholders of both Esmark and Wheeling-Pittsburgh.

We anticipate that this combination will position New Esmark in front of a trend toward a new steel industry model which combines distribution and production. In addition, from the point of view of Esmark stockholders, the combination will provide a public market for the equity owners of New Esmark.

Also, in connection with the combination, the parties to the agreement have proposed that New Esmark adopt an incentive compensation plan. Your consent to this plan is required to satisfy stockholder approval requirements of NASDAQ Marketplace Rules. The terms of the new equity plan are described in the enclosed proxy statement/prospectus under “Incentive Compensation Plan.”

Stockholders owning 82.36% of the common stock, on an as-converted basis and 100% of the preferred stock of Esmark have agreed to execute consents in favor of the combination and therefore approval of the transaction by Esmark stockholders is assured.

If you object to this transaction, the Delaware General Corporation Law permits you to seek relief as a dissenting stockholder and have the “fair value” of your shares of Esmark stock determined by a court and paid to you in cash. Moreover, Wheeling-Pittsburgh is not obligated to proceed with this transaction if dissenters’ rights are exercised with respect to more than 5% of the outstanding shares of Esmark common stock.

Your Board of Directors strongly recommends that you complete your consent form in favor of the proposed combination.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the combination or the securities to be issued pursuant thereto, passed upon the merits or fairness of the combination or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated October     , 2007 and is first being mailed to Esmark stockholders on or about October     , 2007.

WHEELING-PITTSBURGH CORPORATION

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 7, 2007

TO THE STOCKHOLDERS OF WHEELING-PITTSBURGH CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Wheeling-Pittsburgh Corporation will be held at the Hyatt Regency Pittsburgh International Airport located at 1111 Airport Boulevard, Pittsburgh, Pennsylvania, 15231, on [                    ],November     , 2007, beginning at 10:00 a.m., local time, for the following purposes:

1. ADOPTION OF THE AGREEMENT AND MERGER TRANSACTION.

To consider and vote on a proposal to adopt the Agreement and Plan of Merger and Combination, dated as of March 16, 2007, as amended, among Clayton Acquisition Corporation (“New Esmark”), Esmark Incorporated (“Esmark”), Clayton Merger, Inc. (“Esmark Merger”), Wales Merger Corporation (“WPC Merger”) and Wheeling-Pittsburgh Corporation (“Wheeling-Pittsburgh”) and to consider and vote on the proposed merger of WPC Merger into Wheeling-Pittsburgh with Wheeling-Pittsburgh as the surviving corporation (the “WPC Merger Transaction”).

2. APPROVAL OF THE PROPOSED INCENTIVE COMPENSATION PLAN.

To approve the proposed incentive compensation plan for New Esmark.

3. ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING.

To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the agreement.

4. OTHER MATTERS.

To transact such other business as may properly come before the meeting or any adjournment thereof.

Only holders of record of Wheeling-Pittsburgh common stock as of the close of business on October 3, 2007, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting and any adjournment or postponement of the special meeting.

Your vote is important, regardless of the number of shares of Wheeling-Pittsburgh common stock you own. The adoption of the agreement and the WPC Merger Transaction and the proposed incentive compensation plan requires the affirmative vote of the holders of a majority of the outstanding shares of Wheeling-Pittsburgh common stock entitled to cast votes as of the record date. The approval of the proposal to adjourn or postpone the meeting, if necessary or appropriate, to permit further solicitation of proxies requires the affirmative vote of a majority of the votes cast at the special meeting.

Even if you plan to attend the meeting in person, please complete, sign, date and return the enclosed proxy and thus ensure that your shares will be represented at the meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote in favor of the adoption of the agreement and the WPC Merger Transaction, in favor of the proposed incentive compensation plan and in favor of the proposal to adjourn or postpone the meeting, if necessary or appropriate, to permit further solicitation of proxies, and in accordance with the recommendation of the Board of Directors on any other matters properly brought before the meeting for a vote.

If you fail to vote by proxy or in person, it will have the same effect as a vote against the adoption of the agreement and the WPC Merger Transaction andbut will not affect the approval of the proposed incentive compensation plan but will not affector the adjournment or postponement, if necessary or appropriate, to permit further solicitation of proxies. If you are a stockholder of record and do attend the meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Please carefully read the proxy statement/prospectus and other material concerning Wheeling-Pittsburgh, Esmark, New Esmark, the combination, and the other proposals enclosed with this notice for a more complete statement regarding the matters to be acted upon at the special meeting.

A list of stockholders entitled to vote will be available during business hours for ten days before the special meeting at Wheeling-Pittsburgh’s principal executive offices located at 1134 Market Street, Wheeling, West Virginia 26003, for examination by any stockholder for any legally valid purpose.

Wheeling, West Virginia

                    , 2007

TABLE OF CONTENTS

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RISK FACTORS

You should carefully consider each of the following risk factors in evaluating whether to vote for the adoption of the agreement. These factors should be considered in conjunction with the other information included in this proxy statement/prospectus. Any or all of the factors below could have a material adverse effect on the combined company’s financial position, results of operations and stock price.

If any of the following risks actually occur, the business, financial condition or results of operations could be harmed. In such an event, the trading price of the common stock of New Esmark could decline, and you may lose all or part of your investment. See “CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS.”

Wheeling-Pittsburgh has experienced recent substantial losses, has used a substantial amount of cash, may need additional liquidity in the foreseeable future and has received a going concern modification in the report of its independent registered public accounting firm.

During the six months ended June 30, 2007, Wheeling-Pittsburgh incurred unexpected substantial net losses and used an unexpected substantial amount of cash for capital investments and working capital, principally as a result of increased scrap market prices and changes in vendor contracts and decreased selling prices and volumes. Wheeling-Pittsburgh currently anticipates a loss for the third quarter of 2007 in line with those reported in prior quarters of 2007. In addition, restrictions in its revolving credit agreement prevent Wheeling-Pittsburgh from making full use of its available inventory and receivables as eligible collateral. Wheeling-Pittsburgh may require additional financing in the foreseeable future. Further, based on management’s current projected results of operations, it is more likely than not that Wheeling-Pittsburgh will not be able to comply with the fixed charge cover ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008. In the past, Wheeling-Pittsburgh has been able to obtain relief from such covenants. As of the time of this filing, however, Wheeling-Pittsburgh management cannot assure that it will be able to obtain such covenant relief or that Wheeling-Pittsburgh will be able to improve its results of operations or obtain additional financing. Additionally, Wheeling-Pittsburgh’s independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in Wheeling-Pittsburgh’s Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about Wheeling-Pittsburgh’s ability to continue as a going concern.

Wheeling-Pittsburgh’s management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under its loan agreements due to (a) recent losses, (b) the going concern modification included as an explanatory paragraph in its independent registered public accounting firm’s opinion, and/or (c) its probable non-compliance with the fixed charge coverage ratio under the term loan agreement, as amended, which will become effective again as of April 1, 2008. However, there can be no assurance that the lenders under Wheeling-Pittsburgh’s loan agreements will not determine that one or more of these developments, alone or in combination with future developments, constitute a material adverse effect under its loan agreements. Such a determination would restrict Wheeling-Pittsburgh’s ability to borrow under the revolving credit facility and adversely affect its liquidity and financial position.

Risk Factors Related to the Proposed Combination

Wheeling-Pittsburgh stockholders can only choose one of the three consideration options, and if either the Purchase Rights or Put optionsRights are over-subscribed, electionsexercises of that option will be reduced pro rata.

Wheeling-Pittsburgh stockholders may select one of the following consideration options:

Stockholders may not select more than one of these election options.

In order to elect the Rights Election or the Put Election, Wheeling-Pittsburgh stockholders must complete and return the Election Form (together with their Wheeling-Pittsburgh stock certificates) on or before 5:00 p.m. Pittsburgh time on the date of the special meeting ([                    ], 2007)[DATE].

Stockholders may not wish to exercise the Put Election to the extent that the trading price of Wheeling-Pittsburgh common stock is greater than $20.00 per share. In addition, Wheeling-Pittsburgh stockholders may have tax consequences from the exercise of Put Rights. See “Tax Consequences to U.S. Holders of Wheeling-Pittsburgh Stock” on page 91. In addition, stockholders may wish to consider that to the extent that they exercise Put Rights they will not participate in increases, if any, in the trading price after the combination.93.

Stockholders may not wish to elect or exercise Purchase Rights to the extent that the trading price for Wheeling-Pittsburgh common stock is less than $19.00 per share. Stockholders may wish to consider that any shares that they acquire pursuant to Purchase Rights will be subject to the risks identified in “Risk Factors” beginning on page 27.28. Stockholders may also wish to consider that the electionreceipt and exercise of Purchase Rights may have tax consequences (see page 91)93) and that the exercise of Purchase Rights will require that stockholders tender the purchase price.

Those stockholders makingpurchasing additional shares of New Esmark pursuant to the Purchase Rights Election will be subject to the Purchase Rights Cap, pursuant to which in no event will the aggregate number of shares receiving this electionissued pursuant to the Purchase Rights be greater than 10,526,316. Those stockholders making theexercising Put ElectionRights are subject to the Put ElectionExercise Cap pursuant to which the number of Wheeling-Pittsburgh common shares eligible to receive cash pursuant to the Put Rights will not exceed 7,500,000. If the Purchase Rights Cap or the Put ElectionExercise Cap is exceeded, then the electingexercising stockholders will have their electionsexercises reduced pro rata.

The consideration options available to Wheeling-Pittsburgh stockholders in the combination are fixed and will not go up, even if Wheeling-Pittsburgh’s trading price rises.

A U.S. holder of Wheeling-Pittsburgh stock who receives New Esmark common stock andexercises Purchase Rights in the combination may be required to recognize capital gain in an amount equal to the value of the Purchase Rights received. A U.S. holder of Wheeling-Pittsburgh stock who exercises Put Rights and receives only cash will recognize gain or loss on the Wheeling-Pittsburgh shares. A U.S. holder of Wheeling-Pittsburgh stock who exercises Puts Rights and receives a combination of New Esmark common stock and Put Rights in the combinationcash will not recognize any loss andrealized but will probably not recognize any gain realized on the Wheeling-Pittsburgh shares as a result of this exchange.such exercise.

The possible outcomes and risks to Wheeling-Pittsburgh stockholders electing to receive Purchase Rights or Put Rights are described under the heading “The Combination—Material Tax Consequences to U.S. Holders of Wheeling-Pittsburgh Stock” beginning on page 91.93.

If the combination is not completed, the trading price of Wheeling-Pittsburgh common stock could decline, the strategic alternatives available to Wheeling-Pittsburgh may be limited, and Wheeling-Pittsburgh will have incurred significant expense.

If the combination is not completed, Wheeling-Pittsburgh may be subject to a number of material risks, including the following:

herein and in the documents that Wheeling-Pittsburgh has filed with the SEC that are incorporated by reference into this proxy statement/prospectus;

Esmark and Wheeling-Pittsburgh will incur significant transaction and combination-related integration costs in connection with the combination.

Esmark and Wheeling-Pittsburgh expect to incur significant costs associated with completing the combination and integrating the operations of the two companies (currently estimated at $6 million). Esmark and Wheeling-Pittsburgh are continuing to assess the impact of these costs. Although Esmark and Wheeling-Pittsburgh believe that the elimination of duplicate costs, as well as the realization of other efficiencies related to the integration of the businesses, will offset incremental transaction and combination-related costs over time, this net benefit may not be achieved in the near term, or at all.

Esmark and its predecessor have pursued a strategy of consolidating steel service suppliers in the Midwest section of the United States. In this regard, over the past several years Esmark has acquired a number of other companies or the assets of other companies operating in the steel service sector in that region. Esmark’s post acquisition plan generally has been to run each acquired business as a separate stand alone operating business, and Esmark does not have a common information management system which is used by all of its subsidiaries and Esmark and its subsidiaries have not operated under a fully documented system for accounting and internal control over financial reporting.

Wheeling-Pittsburgh and Esmark will be subject to contractual restrictions while the combination is pending that could adversely affect their businesses.

The agreement restricts Wheeling-Pittsburgh and Esmark, without the other party’s consent, from making acquisitions and taking other specified actions until the combination takes place or the agreement terminates. These restrictions may prevent Wheeling-Pittsburgh and Esmark from pursuing business opportunities and making other changes to their businesses that may arise before the completion of the combination, or if the combination is abandoned, before the termination of the agreement.

The directors and executive officers of Wheeling-Pittsburgh may have interests that differ from those of Wheeling-Pittsburgh’s stockholders in recommending that Wheeling-Pittsburgh stockholders vote in favor of adoption of the agreement.

Wheeling-Pittsburgh’s directors and executive officers may have interests in the combination that are different from, or in addition to, yours, including the following:

election of the current Board of Directors on November 30, 2006. In addition, the employment agreements provide that the executive officer may voluntarily resign within the 30-day period beginning six months immediately following a change of control and have that resignation treated as if it were for good reason. Therefore, if the combination is a change of control for purposes of these agreements, the effect would also be to create another 30-day period for a voluntary resignation that would begin six months after the combination, in addition to the pending 30-day period starting on December 1, 2007 (reset from June 1, 2007) due to the certification of the election of the current Board of Directors on November 30, 2006 by agreement. In the event of any termination or resignation pursuant to these “change of control” provisions in their employment agreements, Messrs. Mooney, DiClemente and Assetta would be entitled to payments in estimated amounts of $740,061, $463,857, and $456,200, respectively; and to the vesting of their incentive compensation awards having estimated fair market values of $292,818, $239,421 and $235,446, respectively;

These interests may have influenced directors in making their recommendation that you vote in favor of the agreement and influence officers in supporting the combination. For more information about these interests, please see the section entitled “The Combination—Interests of Wheeling-Pittsburgh’s Directors and Executive Officers in the Combination” beginning on page 8588 of this proxy statement/prospectus.

Immediately after the combination, former stockholders of Esmark will hold from 43% to 74% of New Esmark’s outstanding common stock, which could adversely affect your ability to obtain a premium for your shares of New Esmark common stock and have an adverse effect on the trading price of New Esmark common stock.

Immediately after the completion of the combination, current stockholders of Esmark would beneficially own from 43% to 74% of the outstanding common stock of New Esmark, depending upon the extent to which former stockholders of Wheeling-Pittsburgh exercise Put Rights and Purchase Rights. The current stockholders

of Esmark include the FMA stockholders which would beneficially own from 33% to 62% of the outstanding stock of New Esmark immediately after completion of the combination, depending upon the extent to which former stockholders of Wheeling-Pittsburgh exercise Put Rights and Purchase Rights. Current stockholders of Esmark or the FMA stockholders could potentially be in a position to block the completion of a merger, business combination or other transaction proposed by a third party that other New Esmark stockholders may favor, and third parties could be discouraged from seeking to acquire control of New Esmark through a tender offer or otherwise. Former Wheeling-Pittsburgh stockholders will also generally be able to exercise less influence over the management and policies of New Esmark than they are currently able to exercise over the management and policies of Wheeling-Pittsburgh. These factors could have an adverse effect on trading prices for New Esmark common stock after the combination.

There is currently no market for New Esmark common stock, and the nature of the market for New Esmark common stock after the combination cannot be predicted.

Stockholders of Wheeling-Pittsburgh and Esmark will be entitled to receive in the combination shares of New Esmark common stock for the Wheeling-Pittsburgh and Esmark stock that they hold. New Esmark common stock is not currently publicly traded. As a result, the market value of the New Esmark common stock that you will receive cannot be established by reference to a public trading price. The actual trading price of New Esmark common stock after completion of the combination cannot be predicted and could be less than the trading price, before the combination, of the Wheeling-Pittsburgh common stock exchanged for New Esmark common stock.

In addition, the market for New Esmark common stock may be less liquid than the market for common stock of companies with broader public ownership. As a result, the trading price for New Esmark common stock may be more volatile than would be the case for more widely-held securities, and the trading of a relatively small volume of New Esmark common stock could have a greater impact on the trading price for New Esmark common stock than would be the case if the public “float” for New Esmark common stock were larger.

The unaudited pro forma financial information included in this proxy statement/prospectus is preliminary, and New Esmark’s actual financial position and results of operations after the combination may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the combination been completed on the dates indicated. This information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to the net assets of New Esmark. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of New Esmark as of the date of the completion of the combination. In addition, after the completion of the combination, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this document.

The combination will not be completed unless important conditions are satisfied.

Specified conditions set forth in the agreement must be satisfied or waived to complete the combination. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the combination will not occur or will be delayed and each of Esmark and Wheeling-Pittsburgh may lose some or all of the intended benefits of the combination. The following conditions, in addition to other customary closing conditions, must be satisfied or waived, if permissible, before Esmark and Wheeling-Pittsburgh are obligated to complete the combination:

The applicableOn October 22, 2007, the Premerger Notification Office of the Federal Trade Commission informed the Parties that early termination of the waiting period under the HSR Act will expire at 11:59 p.m. on October 26, 2007, unless earlyhad been granted in connection with the combination. Consequently, the condition with respect to the termination is received or expiration of the parties receive a request for additional information.waiting period under the HSR Act has been satisfied.

For a more detailed description of the conditions to the combination, see “The Agreement—Conditions to the Combination” beginning on page 136138 this proxy statement/prospectus.

Risk Factors Related to the Business of the Combined Companies

Vertical integration may not be successful.

The business model proposed by the combination is to bring together a steel service center with a steel manufacturing company. While this model was previously used by U.S. steel companies, New Esmark believes that currently there are no companies operating under this proposed structure in the U.S. This proposed model has been and is currently successfully utilized in the European steel markets. However, there is no assurance that the model will be successful in the U.S. steel market at this time.

The integration of the businesses of Esmark and Wheeling-Pittsburgh may not be successful.

The Board of Wheeling-Pittsburgh believes that the combination will strengthen its balance sheet, improve its supply chain and expand its customer base. Achievement of these expected benefits of the combination will depend in part on successful integration of the businesses of New Esmark and Wheeling-Pittsburgh in a timely and efficient manner. Some of the challenges to successful integration of these businesses include:

In addition, Esmark does not currently have a common information management system which is used by all of its subsidiaries and plans to implement such a system in connection with the integration of the businesses of Esmark and Wheeling-Pittsburgh after the completion of the combination. Esmark’s ability to manage inventory levels successfully depends on the efficient operation of its information management systems to track inventory information at individual facilities, communicate customer information and aggregate sales and other information. A failure to implement new systems properly could negatively impact the operations and financial results of New Esmark.

If these challenges cannot be overcome, management’s ability to manage the business effectively and profitably after the combination could suffer. In addition, key employees could leave, and relationships with customers or suppliers could be disrupted in whole or in part. Moreover, the integration process itself may be

costly and disruptive and may divert management’s attention from its normal operational responsibilities. As a result, failure to integrate the businesses of New Esmark and Wheeling-Pittsburgh successfully and on a timely basis could have a material adverse effect on the business, operating results and financial condition after the combination, which could adversely affect the trading price of New Esmark’s common stock.

Future sales of New Esmark common stock by the existing stockholders of Wheeling-Pittsburgh and Esmark could adversely affect the market price of the common stock of New Esmark.

Future sales of a substantial number of shares of New Esmark common stock in the public market, or the perception that such sales could occur, could adversely affect the prevailing market price of New Esmark common stock and could make it more difficult for New Esmark to raise funds through a public offering of its equity securities. Of the shares of New Esmark common stock estimated to be issued as combination consideration, up to approximately [        ]18.5 million shares will be eligible for sale in the public market without restriction. The remaining shares of New Esmark common stock estimated to be issued as combination consideration, or approximately [        ]14.4 million shares, may generally only be resold by the holders of those shares in accordance with Rule 145 under the Securities Act or pursuant to an effective registration statement under the Securities Act.

It is anticipated that a concentrated number of investors, including the FMA Stockholders, Wellington Management Company LLP, Tontine Partners LP and its affiliates and the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust (the “VEBA Trust”), will hold a significant percentage of the New Esmark common stock after the combination. Both the FMA Stockholders and the VEBA Trust will have registration rights after the combination and will be able to require New Esmark to register for resale shares of New Esmark common stock they will receive in connection with the combination. Sales by significant stockholders, such as the FMA Stockholders, Wellington Management Company LLP, Tontine Partners LP and its affiliates, and the VEBA Trust, or others may adversely affect the trading price of the common stock of New Esmark.

In addition, New Esmark intends to file as soon as practicable after the effective time of the combination, one or more registration statements on Form S-8 covering shares of New Esmark common stock issuable upon exercise of options to purchase Esmark or Wheeling-Pittsburgh common stock that are assumed in the combination and for options to purchase shares of New Esmark common stock that New Esmark expects to issue as soon as practicable after the combination and thereafter. Up to approximately          million shares of New Esmark common stock will be subject to issuance pursuant to assumed options, including approximately          million shares that are vested and will be exercisable immediately. New Esmark expects to issue options to purchase an additional          million shares of New Esmark common stock as soon as practicable after the effective time of the combination. A significant number of these options will be vested and exercisable upon grant and subject to resale pursuant to the Form S-8 registration statement.

A number of factors may cause price fluctuations in the New Esmark common stock.

The market price of New Esmark common stock could be subject to wide price fluctuations in response to numerous factors, many of which are beyond the control of New Esmark. These factors, include, among other things, the trading volume of New Esmark common stock, quarterly variations of financial results, the nature and content of earnings releases and competitors’ earnings releases, developments in the steel industry, including those

impacting worldwide supply of, and demand for, steel products, such as governmental regulation and market conditions affecting the demand for steel in China, changes in financial estimates by securities analysts, business conditions in the market and the general state of the securities industry, governmental legislation and regulation, as well as general economic and market conditions. As a result, you could lose all or a part of your investment.

Net sales, operating results and profitability may vary from quarter to quarter and year to year, which may have an adverse effect on the trading price of New Esmark common stock.

The results of the combined company may vary significantly from quarter to quarter and year to year in the future. This may lead to volatility in the share price of New Esmark. Factors that are likely to cause these variations include but are not limited to:

Due to the foregoing factors and other factors beyond the control of New Esmark, it is possible that the financial and operating results of New Esmark may be significantly below the expectations of public market analysts and investors. In this event, the trading price of the common stock of New Esmark could decline.

Wheeling-Pittsburgh has sustained losses in the past and there can be no assurance that the combined company will achieve profitability on a consistent basis in the future.

Wheeling-Pittsburgh emerged from bankruptcy on August 1, 2003 and has incurred losses in the past. There can be no assurance that the combined company will be able to achieve profitability on a consistent basis in the future. Wheeling-Pittsburgh has sought protection under Chapter 11 of the Bankruptcy Code twice since 1985, most recently in November 2000. Wheeling-Pittsburgh emerged from its most recent Chapter 11 bankruptcy reorganization as a new reporting entity on August 1, 2003. Before and during this reorganization, Wheeling-Pittsburgh incurred substantial net losses.

Wheeling-Pittsburgh reported a net loss of $39.0 million for the five months ended December 31, 2003 following its emergence from bankruptcy, a net income of $62.2 million for the year ended December 31, 2004, a net loss of $33.8 million for the year ended December 31, 2005, net income of $6.5 million for the year ended December 31, 2006 and a net loss of $101.5 million for the six months ended June 30, 2007. In December 2006, James P. Bouchard became the Chairman and Chief Executive Officer of Wheeling-Pittsburgh and Craig T. Bouchard became the President of Wheeling-Pittsburgh. Since that time, several other management changes have been made at Wheeling-Pittsburgh. Wheeling-Pittsburgh continues to report losses.

During the six months ended June 30, 2007, Wheeling-Pittsburgh incurred unexpected substantial net losses and used an unexpected substantial amount of cash for capital investments and working capital, principally as a result of increased scrap market prices and changes in vendor contracts and decreased selling prices and volumes. In addition, restrictions in its revolving credit agreement prevent Wheeling-Pittsburgh from making full use of its available inventory and receivables as eligible collateral. Wheeling-Pittsburgh management anticipates that Wheeling-Pittsburgh may require additional financing in the foreseeable future. Further, based on management’s current projected results of operations, it is more likely than not that Wheeling-Pittsburgh will not be able to comply with the fixed charge coverage ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008. In the past, Wheeling-Pittsburgh has been able to obtain relief from

such covenants. As of the timedate of this proxy statement/prospectus, however, Wheeling-Pittsburgh management cannot assure that it will be able to obtain such covenant relief or that Wheeling-Pittsburgh will be able to improve its results of operations or obtain additional financing. As a result, Wheeling-Pittsburgh’s independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in Wheeling-Pittsburgh’s Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about Wheeling-Pittsburgh’s ability to continue as a going concern.

If Wheeling-Pittsburgh and Esmark together cannot achieve profitability on a consistent basis, the liquidity of New Esmark may be adversely affected and thereafter the ability of New Esmark to continue operations.

Intense competition in the steel industry and substitute materials could adversely affect New Esmark results of operations, and, ultimately, the liquidity, financial condition and the trading price of the New Esmark common stock.

Competition within the steel industry, both domestic and worldwide, is intense and is expected to remain so in the future. New Esmark will compete with domestic steel producers, steel processors, mini-mills and foreign

importers. Mini-mills typically enjoy certain competitive advantages, such as more variable raw material costs that tend to rise and fall in tandem with steel selling prices, non-unionized work forces with lower employment costs and more flexible work rules, and lower ongoing maintenance and capital expenditure needs for construction and operation of their steel-making facilities. Additionally, mini-mills now compete with integrated producers in virtually all product lines, which has provided a competitive alternative to most of the steel products that we produce. Furthermore, many of our competitors have superior financial resources or more favorable cost structures, and we may be at a competitive disadvantage. In addition, it is also possible that competitive pressures resulting from the industry trend toward consolidation could adversely affect our growth and profit margins. Moreover, steel products may be replaced to a certain extent by other substitute materials, such as plastic, aluminum, graphite, composites, ceramics, glass, wood and concrete. Our competitors may be successful in capturing our market share, and we may be required to reduce selling prices in order to compete. Reduced selling prices could adversely impact our results of operations and, ultimately, our liquidity, financial condition and the trading price of our common stock.

Increased imports from China or other countries could lower domestic steel prices and adversely affect New Esmark’s profitability.

The combined company would sell steel almost exclusively in the U. S.U.S. market. The domestic steel market is affected by factors influencing worldwide supply and demand, with excess global production generally seeking the most lucrative markets. In particular, the balance of supply and productive capacity in China may result in increased imports to the U.S. market. During several years prior to 2003, favorable conditions in the U.S. market compared to the global markets resulted in significant imports of steel and substantially reduced sales, margins and profitability of domestic steel producers, leading to imposition of import quotas and tariffs under Section 201 of the U.S. Trade Act of 1974, as amended. In 2004, the convergence of the weakened U.S. dollar, increased demand for steel and raw materials in China and other developing countries, and higher raw material and ocean freight costs, led to substantial increases in steel selling prices, even though the Section 201 tariffs were lifted in December 2003.

Total and finished imports for 2006, as compared to 2005, increased by approximately 42%. Changes in the U.S. dollar exchange rate, a decrease in demand for foreign steel in China and certain other developing countries, improved domestic steel production in those countries, lower ocean freight costs and other factors could lead to sustained high, or even higher, levels of imports in the future resulting in excess domestic steel capacity and lower prices for New Esmark products, and may have an adverse affect on revenue, profitability and cash flow.

Any decrease in the availability, or increase in the cost, of steel slabs could adversely affect New Esmark production or increase costs.

In February 2006, Wheeling-Pittsburgh completed installation of hot strip mill automatic roll changers at Wheeling-Pittsburgh’s primary steelmaking facility. As a result, Wheeling-Pittsburgh increased the hot rolling capacity from 2.8 million tons per year to 3.4 million tons per year. The business plan of New Esmark depends, in part, on increasing the production and sale of steel products. The inability of New Esmark to successfully source steel slabs from third party suppliers could adversely affect the volume of New Esmark steel production and the sale of steel products and an increase in the cost of third party steel slabs could adversely affect New Esmark’s cost to produce steel, both of which could have an adverse effect on the profitability, liquidity and financial condition of New Esmark.

Any decrease in the availability, or increase in the cost, of raw materials and energy could materially increase the costs of New Esmark and adversely impact cash flow and liquidity.

The operations of New Esmark would depend heavily on various raw materials and energy resources, including iron ore, coal used in the coke plant joint venture, scrap, steel slabs, zinc, electricity, natural gas and certain other gases. The availability of raw materials and energy resources could decrease and their prices may be volatile as a result of, among other things, changes in overall supply and demand levels and new laws or regulations. Any disruption in the supply of the raw materials or energy resources of New Esmark may impair, at least temporarily, the ability of New Esmark to manufacture some products, or require New Esmark to pay higher

prices in order to obtain these raw materials from other sources. In the event that raw material and energy costs increase, New Esmark may not be able to pass these higher costs on to customers in full or in part. Any increases in the prices for raw materials or energy resources may materially increase the costs of New Esmark and lower the earnings of New Esmark and adversely impact cash flow and liquidity.

New Esmark would rely on a limited number of suppliers for a substantial portion of raw material needs, such as iron ore and scrap, as well as metallurgical coal for the coke plant joint venture, all of which are required to meet certain technical specifications. Any failure of these suppliers to meet the needs of New Esmark for any reason could have an adverse effect on the financial results and operating performance of New Esmark.

During 2003 through 2006, Wheeling-Pittsburgh experienced disruptions in the supply of coal from its two largest suppliers. This led to depleted coal inventory levels, which substantially increased costs to purchase metallurgical coal from alternative sources, adversely affecting operating results. Additional disruptions would cause the coke plant joint venture to purchase additional coal on the spot market, which may increase coke costs and adversely impact the financial condition and results of operations and liquidity of New Esmark.

New Esmark would have a substantial amount of intangible assets, including goodwill, which may require an impairment adjustment in the future which could have a significant negative effect on the profitability of New Esmark and the trading price of the common stock of New Esmark.

A substantial amount of intangible assets, including goodwill, has been recorded in connection with the accounting for the previous acquisitions by Esmark. These intangible assets, including goodwill and any impairments taken in connection with the combination will be recorded on the books of New Esmark. This goodwill will be subject to assessments of impairments on at least an annual basis. If an impairment is identified and an adjustment is required, it may have a material adverse effect on the profitability of New Esmark, which could adversely affect the trading price of the common stock of New Esmark.

Increases in the healthcare costs for active employees and future retirees of New Esmark may lower the earnings of New Esmark and negatively affect the competitive position of New Esmark in the industry.

New Esmark would maintain defined benefit retiree healthcare plans covering all active union represented employees upon their retirement. New Esmark will also provide medical benefits for qualified retired salaried employees until they reach the age of 65. Healthcare benefits for the active employees of New Esmark and future

eligible retirees will be provided through comprehensive hospital, surgical and major medical benefit provisions or through health maintenance organizations, both the subject of various cost-sharing features. These benefits will be provided for the most part based on fixed amounts negotiated in labor contracts with the appropriate unions. Additionally, mini-mills, foreign competitors and many producers of steel products that compete with steel typically provide lesser benefits to their employees and retirees, and this difference in cost could adversely impact the competitive position of New Esmark. If the costs under New Esmark’s benefit programs for active employees and future eligible retirees exceed the projections of New Esmark, the business, financial condition and results of operations could be materially adversely affected.

The combined company will service industries that are highly cyclical, and any downturn in our customers’ industries could reduce our sales and profitability.

Many of the combined company’s products would be sold to industries that experience significant fluctuations in demand based on economic conditions, energy prices, seasonality, consumer demand and other factors beyond our control. These industries include commercial and residential construction and tubing. Any decrease in demand within one or more of these industries may be significant and may last for a considerable period of time. Any significant slowdown in one or more of these industries could have an adverse effect on the demand for metals, resulting in lower prices for our products, which would reduce the combined company’s profitability. The combined company may have difficulty increasing or maintaining its level of sales or profitability if it is not able to divert sales of its products to customers in other industries when one or more of its customers’ industries experience a decline. We do not expect the cyclical nature of our industry to change.

Antidumping and other duties could be imposed on us, our suppliers and our products.

The imposition of an antidumping or other increased duty or any products that we import could have a material adverse effect on our financial condition. For example under United States law, an antidumping duty may be imposed on any imports if two conditions are met. First, the Department of Commerce must decide that the imports are being sold in the United States at less than fair value. Second, the International Trade Commission, the “ITC”, must determine that a United States industry is materially injured or threatened with material injury by reason of the imports. The ITC’s determination of injury involves a two-pronged inquiry: first, whether the industry is materially injured and second, whether the dumping, and not other factors, caused the injury. The ITC is required to analyze the volume of imports, the effect of imports on United States prices for like merchandise, and the effects the imports have on United States producers of like products, taking into account many factors, inducing lost sales, market share profits, productivity, return on investment and utilization of production capacity.

Operating results may fluctuate depending on the season.

A portion of the combined company’s customers experience seasonal slowdowns. The combined company’s sales in the fourth quarter and the first quarter traditionally have been and are expected to be lower than in other quarters because of a reduced number of shipping days, holiday or vacation closures and reduced construction activities on the part of some customers. Consequently, the combined company’s sales in each of the first three quarters of the year are usually expected to be higher than in the fourth quarter. As a result, analysts and investors may inaccurately estimate the effects of seasonality on our results of operations in one or more future quarters and, consequently our operating results may fall below expectations.

The combined company may not be able to retain or expand its customer base if the United States manufacturing industry continues to erode.

The customer base of the combined company will primarily include firms in the United States, some of which are, or have considered relocating production operations outside the United States or outsourcing particular functions outside the United States. Some customers have closed as they were unable to compete successfully with foreign competitors. Our facilities are located in the United States and, therefore, to the extent

that our customers relocate or move operations where we do not have a presence, we could lose all or a portion of their business. Acquirers of manufacturing and industrial firms may have suppliers of choice that do not include us, which could impact our customer base and market share.

Wheeling-Pittsburgh may not be able to comply with its financial covenants, which may result in a default under its credit agreements.

On March 16, 2007, the revolving credit agreement was amended to allow Wheeling-Pittsburgh to access collateral in excess of the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by Wheeling-Pittsburgh at the end of any quarter and excess collateral, as defined by the agreement, is available, Wheeling-Pittsburgh will be able to access up to $45.0 million of such excess collateral, as additional borrowing availability, over and above the $225.0 million commitment amount and Wheeling-Pittsburgh will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral will support such borrowings, Wheeling-Pittsburgh will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0 million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that Wheeling-Pittsburgh maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225.0 million amount of the facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provided for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital expenditures.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect for the second quarter of 2008 and thereafter. To effect the amendment, Wheeling-Pittsburgh agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under the term loan agreement of Wheeling-Pittsburgh, representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. Wheeling-Pittsburgh also agreed to amend the existing $12.5 million standby letter of credit previously posted in favor of the term loan lenders to $11.0 million to cover interest payment obligations to April 1, 2008. The letter of credit will decline as such interest payments are made. The term loan lenders and Emergency Steel Guarantee Loan Board (“Loan Board”) also agreed to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative amendments with regard to activities related to MSC. The amendment also provides authorization for the combination of Wheeling-Pittsburgh with Esmark. As part of the amendment, Wheeling-Pittsburgh also agreed, subject to consummation of the combination with Esmark, to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of any further obligation under the state guarantee. In the event that the combination is not completed, Wheeling-Pittsburgh agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Under the terms of Wheeling-Pittsburgh’s revolving credit agreement, as amended, Wheeling-Pittsburgh is required to maintain a consolidated fixed charge coverage ratio of at least 1.0:1 (computed based on the four most recently completely quarters) or maintain minimum borrowing availability of $50.0 million at all times for quarters ending on June 30, 2007 through September 30, 2008 and for periods after October 1, 2008. Wheeling-Pittsburgh was in compliance with the financial covenants under its revolving credit agreement, as amended, as of June 30, 2007.

Under the terms of Wheeling-Pittsburgh’s term loan agreement, as amended, Wheeling-Pittsburgh is required to maintain a consolidated fixed charge coverage ratio, effective as of the first day following the end of the period of four consecutive quarters identified below, of at least:

Wheeling-Pittsburgh was not required to comply with any financial covenants under the term loan agreement, as amended, as of June 30, 2007.

Wheeling-Pittsburgh’s ability to comply with these financial covenants will depend on the future financial performance of Wheeling-Pittsburgh, which will be subject to prevailing economic conditions and other factors beyond the control of Wheeling-Pittsburgh. Wheeling-Pittsburgh’s failure to comply with these covenants would result in a default or an event of default, permitting the lenders to accelerate the maturity of the indebtedness under the credit agreements and to foreclose upon any collateral securing the indebtedness of Wheeling-Pittsburgh. Based on projected results of operations for upcoming quarters, Wheeling-Pittsburgh believes that it is more likely than not that it will not be able to comply with the financial covenant under its term loan agreement, as amended, which becomes effective again as of April 1, 2008. In the past, Wheeling-Pittsburgh has been able to obtain relief from such covenants. At this time, however, there can be no assurance that it will be able to obtain such covenant relief.

On May 9, 2007, Wheeling-Pittsburgh’s $225.0 million revolving credit agreement was amended to allow the company to access an additional $5.0 million of collateral in excess of the $225.0 million commitment under

the facility through the third quarter of 2007. As a result, Wheeling-Pittsburgh will be able to access up to $50.0 million of such excess collateral as additional borrowing availability over and above the $225.0 million commitment amount. Provided that sufficient collateral will support such borrowings, Wheeling-Pittsburgh will be permitted to borrow up to the entire $225.0 million amount under the facility. All other terms remain substantially the same.

In the event that additional modifications or waivers are necessary under the credit agreements, and these additional modifications and waivers are not obtained by Wheeling-Pittsburgh, an event of default will occur. If the event of default results in an acceleration of the term loan or the revolving credit facility of Wheeling-Pittsburgh, such event would also result in the acceleration of substantially all of the other indebtedness of Wheeling-Pittsburgh pursuant to cross-default or cross-acceleration provisions. If the indebtedness under the term loan, the revolving credit facility and the other debt instruments of Wheeling-Pittsburgh were to be accelerated, there can be no assurance that the assets would be sufficient to repay in full such indebtedness.

In addition, if Wheeling-Pittsburgh fails to reasonably demonstrate prospective compliance with financial covenants contained in the credit agreements and Wheeling-Pittsburgh receives a going concern opinion from its independent registered public accounting firm with respect to the annual audited financial statements of Wheeling-Pittsburgh it is required to deliver within 90 days after the end of 2007 or any later year, such failure will constitute an event of default under the credit agreements.

Wheeling-Pittsburgh’s management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under its loan agreements due to (a) recent losses, (b) the going concern modification included as an explanatory paragraph in its independent registered public accounting firm’s opinion, and/or (c) its probable non-compliance with the fixed charge coverage ratio under the term loan agreement, as amended, which will become effective again as of April 1, 2008. However, there can be no assurance that the lenders under Wheeling-Pittsburgh’s loan agreements will not determine that one or more of these developments, alone or in combination with future developments, constitute a material adverse effect under its loan agreements. Such a determination would restrict Wheeling-Pittsburgh’s ability to borrow under the revolving credit facility and adversely affect its liquidity and financial position.

As noted in the description of the $225 million revolving credit facility, Wheeling-Pittsburgh is currently constrained from increasing the commitment amount of the facility because of limitations imposed on the size of the facility under the terms and conditions of its term loan agreement. As a result, the revolving credit facility is not appropriately sized to adequately meet the current and expected business needs of Wheeling-Pittsburgh. Wheeling-Pittsburgh expects to continue to need additional working capital in the short term as it ramps up to target levels of operations. In order to implement its new commercial and operating strategies, Wheeling-Pittsburgh has evaluated alternative methods of raising additional capital.

Esmark may not be able to comply with its financial covenants, which may result in a default under its credit agreements.

On April 30, 2007, Esmark entered into a credit agreement to access up to $150.0 million through a revolving credit facility with a consortium of lenders. The five-year revolving credit facility provides for up to $25.0 million in letters of credit and is subject to a borrowing base of up to 85% of eligible accounts, as defined by the agreement, and up to 70% of the value of eligible inventory, as defined by the agreement. Borrowings are collateralized by substantially all of Esmark’s assets, including accounts receivables, inventories and stock of subsidiaries. Esmark’s subsidiaries are guarantors under the facility. This facility contains normal covenants and restrictions which increase once the availability under the facility is less than $35.0 million. Under the terms of the agreement, Esmark is not allowed to permit its fixed charge coverage ratio to be less than 1.10 to 1.00 for any fiscal quarter when the aggregate availability under the agreement falls below $35.0 million.

Esmark’s ability to comply with these financial covenants will depend on the future financial performance of Esmark, which will be subject to prevailing economic conditions and other factors beyond the control of Esmark. Esmark’s failure to comply with these covenants would result in a default or an event of default,

permitting the lenders to accelerate the maturity of the indebtedness under the credit agreement and to foreclose upon any collateral securing the indebtedness of Esmark.

Restrictive covenants in debt instruments limit both Wheeling-Pittsburgh’s and Esmark’s flexibility and ability to implement their business plans

Credit agreements of both Wheeling-Pittsburgh and Esmark contain restrictive financial and operating covenants, including, but not limited to, provisions that limit their ability to make capital expenditures, incur additional indebtedness, create liens, make investments, sell assets and enter into transactions with affiliates. In addition, Wheeling-Pittsburgh’s and Esmark’s debt instruments may not provide it with sufficient flexibility to permit it to make all necessary capital expenditures and take other measures that it believes are necessary to run their businesses effectively and to achieve their business plan objectives. If Wheeling-Pittsburgh or Esmark is unable to make necessary capital expenditures as a result of these covenants, the competitive position of Wheeling-Pittsburgh or Esmark could be adversely affected which could ultimately affect their financial performance.

The level of indebtedness after the combination, and restrictions in the debt instruments of Wheeling-Pittsburgh, may limit the ability of Wheeling-Pittsburgh or New Esmark to take certain actions, including paying any dividends and obtaining additional financing, in the future.

Wheeling-Pittsburgh is substantially leveraged. On a pro forma basis after giving effect to the combination, as of January 1, 2007 Wheeling-Pittsburgh would have had total indebtedness of approximately $$244.6 million, or approximately %61.87% of Wheeling-Pittsburgh’s total pro forma capitalization. The substantial amount of debt that Wheeling-Pittsburgh has and that Wheeling-Pittsburgh may incur in the future could have important consequences. For example, it could:

The instruments governing the current and planned indebtedness to be incurred by Wheeling-Pittsburgh and its subsidiaries contain a number of covenants that may significantly limit or prohibit Wheeling-Pittsburgh’s ability to, among other things:

Restrictions in Esmark’s credit agreement may limit the ability of Esmark to take certain actions, including paying any dividends and obtaining additional financing, in the future

The credit agreement governing the current and planned indebtedness to be incurred by Esmark and its subsidiaries contain a number of covenants that may significantly limit or prohibit Esmark’s ability to:

Because Wheeling-Pittsburgh is significantly leveraged, it may not be able to implement its business plan, service debt obligations or refinance indebtedness.

Wheeling-Pittsburgh is significantly leveraged. Because Wheeling-Pittsburgh is significantly leveraged, it may be difficult for Wheeling-Pittsburgh to successfully run its business and to generate sufficient amounts for necessary capital expenditures. In addition, if Wheeling-Pittsburgh does not generate sufficient operating cash flow, it may not be able to meet its debt service obligations. As of June 30, 2007, Wheeling-Pittsburgh’s current assets totaled $473.9 million, including $225.4 million of inventory, and current liabilities totaled $742.2 million (including $286.5 million of long-term debt reclassified as current liabilities due to Wheeling-Pittsburgh’s probable non-compliance with the fixed charge coverage ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008). As of June 30, 2007, the total indebtedness of Wheeling-Pittsburgh was $455.6 million and total stockholders’ equity was $194.0 million. Based on total indebtedness of Wheeling-Pittsburgh as of June 30, 2007, Wheeling-Pittsburgh expects that total debt service obligations (including scheduled principal and interest payments and an $18.7 million prepayment under the term loan agreement) will approximate $75.8 million (assuming a blended interest rate of 7.1% per annum) in 2007 and that the debt service obligations of Wheeling-Pittsburgh related to variable interest rate debt will increase $1.6 million on an annual basis for each 1.0% increase in interest rates.

Wheeling-Pittsburgh’s ability to meet ongoing debt service obligations will depend on the ability of Wheeling-Pittsburgh to successfully run the business, including the successful operation of the EAF, and a number of other factors, including factors beyond the control of Wheeling-Pittsburgh. Wheeling-Pittsburgh may not be able to generate sufficient operating cash flow to repay, when due or earlier if accelerated due to an event of default, the principal amounts outstanding under the primary credit facilities of Wheeling-Pittsburgh which have a final maturity as early as 2008 in the case of the term loan and 2009 in the case of the revolving credit facility. Wheeling-Pittsburgh expects that it will be required to refinance such amounts as they become due and payable; however, Wheeling-Pittsburgh may not be able to consummate such refinancing to repay the obligations or to secure a refinancing on terms satisfactory to Wheeling-Pittsburgh. If Wheeling-Pittsburgh is unable to refinance all or any significant portion of its indebtedness, Wheeling-Pittsburgh may be required to sell assets or equity interests in Wheeling-Pittsburgh. However, Wheeling-Pittsburgh may not be able to sell assets or equity interests in an amount sufficient to repay the obligations of Wheeling-Pittsburgh or on terms satisfactory to New Esmark. Wheeling-Pittsburgh’s leverage, together with the restrictions imposed by Wheeling-Pittsburgh’s credit agreements, may limit the ability of New Esmark to obtain additional financing and to take advantage of business opportunities that may arise. In addition, this leverage increases its vulnerability to adverse general economic and steel industry conditions.

Wheeling-Pittsburgh may not be able to use existing net operating loss carryovers to reduce taxable income, which could adversely affect liquidity and cash flow.

Based on information available to it, Wheeling-Pittsburgh believes that it underwent an “ownership change” pursuant to Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), in the second quarter of 2006. As a result, Wheeling-Pittsburgh’s ability to utilize net operating loss carryovers to reduce taxable income in 2006 and subsequent years will be subject to statutory limitations on an annual basis. Wheeling-Pittsburgh’s net operating loss carryover as of December 31, 2006 approximated $344 million. Wheeling-Pittsburgh estimates that its ability to offset post-ownership change taxable income will be limited to approximately $8 million to $10 million per year, pro-rated for 2007 based on the date of the transaction. Wheeling-Pittsburgh believes that there are built-in gains inherent in the value of its assets that, when recognized, may increase this annual limitation during the five-year period from the date of the ownership change. Wheeling-Pittsburgh is currently assessing the extent of these built-in gains. These annual limitations on its net operating loss carry forwards that can be used to offset post-ownership change taxable income could adversely affect Wheeling-Pittsburgh’s liquidity and cash flow. The combination could cause Wheeling-Pittsburgh to undergo another ownership change or make it more

likely that Wheeling-Pittsburgh will undergo another ownership change in the future. A subsequent ownership change could further limit Wheeling-Pittsburgh’s ability to use its net operating losses to offset post-ownership change taxable income and could adversely affect Wheeling-Pittsburgh’s liquidity and cash flow.

Wheeling-Pittsburgh has relied on a core group of significant customers for a substantial portion of its net sales, and a reduction in demand from, or an inability to pay by, this group could adversely affect the total revenue of New Esmark.

Although Wheeling-Pittsburgh has a large number of customers, sales to the two largest customers, the Wheeling-Nisshin and OCC joint ventures, accounted for approximately 18.5% (14.1% and 4.4% respectively) of sales for the year ended December 31, 2006 and 22.0% (13.9% and 8.1% respectively) of net sales for the year ended December 31, 2005. Sales to the ten largest customers, including to Wheeling-Nisshin and OCC, accounted for 38.6% of net sales for the year ended December 31, 2006 and 40.3% of net sales for the year ended December 31, 2005. Although Esmark has a large customer base, and expects that its customer base will continue to expand, there is no assurance that this will take place. Wheeling-Pittsburgh may continue to depend upon a core group of customers for a material percentage of net sales in the future. Wheeling-Pittsburgh’s significant customers may not order steel products from Wheeling-Pittsburgh in the future or may reduce or delay the amount of steel products ordered. Any reduction or delay in orders could negatively impact the revenues of Wheeling-Pittsburgh. If one or more of Wheeling-Pittsburgh’s significant customers were to become insolvent or otherwise were unable to pay for the steel products provided, the results of operations of New Esmark would be adversely affected.

New Esmark may not be able to implement its business plan because it may be unable to fund the substantial ongoing capital and maintenance expenditures that the operations of Wheeling-Pittsburgh require.

Wheeling-Pittsburgh’s operations are capital intensive. Wheeling-Pittsburgh requires capital for, among other purposes, acquiring new equipment, maintaining the condition of existing equipment and maintaining compliance with environmental laws and regulations. Wheeling-Pittsburgh’s business plan provides that capital expenditures for the three-year period ending December 31, 2009 will aggregate approximately $147.1 million, excluding capital expenditures to be made to complete the refurbishment of the coke plant facility that Wheeling-Pittsburgh contributed to its coke plant joint venture, MSC. New Esmark may not be able to fund its capital expenditures from operating cash flow and from the proceeds of borrowings available for capital expenditures under the credit facilities of New Esmark. If New Esmark is unable to fund its capital requirements, Wheeling-Pittsburgh may be unable to implement its business plan, and the financial performance of Wheeling-Pittsburgh and New Esmark may be adversely impacted.

The cyclical nature of the industries served by the combined company may cause significant fluctuations in the demand for the combined company’s products and lead to periods of decreased demand.

Demand for most of the combined company’s products would be cyclical in nature and sensitive to general economic conditions. The combined company’s business would support cyclical industries such as the appliance and construction industries. In addition, a substantial portion of sales are made at prevailing market prices rather than long-term agreements, which we define as contracts exceeding three months. As a result, downturns in the U.S. or global economies or in any of the industries we support could adversely affect the demand for and selling prices of steel, which could have an adverse effect on results of operations and cash flows.

The combined company may not be able to sustain the level of total revenue or rate of revenue growth, if any, on a quarterly or annual basis. It is likely that, in some future quarters, operating results may fall below targets and the expectations of stock market analysts and investors. In this event, the trading price of the common stock of New Esmark could decline significantly.

New Esmark may be unsuccessful in increasing the production of ourthe electric arc furnace (EAF), which would adversely affect its near-term and long-term financial performance.

The combined company’s business plan depends, in part, on the successful operation of, and an increase in production from, the EAF. The inability to successfully manage the operation of the EAF and to increase

production at the EAF could make it difficult to implement the company’s long-term business strategy and could have an adverse effect on its near-term and long-term financial performance.

A significant interruption or casualty loss at any of the combined company’s facilities could increase production costs and reduce sales and earnings.

The combined company’s steelmaking facilities may experience interruptions or major accidents and may be subject to unplanned events such as explosions, fires, inclement weather, acts of God, terrorism, accidents and transportation interruptions. Any shutdown or interruption of a facility would reduce the production from that facility, which could substantially impair the business of the combined companies. Interruptions in production capabilities will inevitably increase production costs and reduce the sales and earnings of the combined company. In addition to the revenue losses, longer-term business disruptions could result in a loss of customers. To the extent these events are not covered by insurance, the revenues, margins and cash flows may be adversely impacted by events of this type.

New Esmark’s production costs may increase and New Esmark may not be able to sustain sales and earnings if New Esmark fails to maintain satisfactory labor relations.

A majority of Wheeling-Pittsburgh hourly employees are covered by a collective bargaining agreement with the USW that expires on September 1, 2008. The final rate increase of 3.0% under the existing contract occurred on March 31, 2007. Of Wheeling-Pittsburgh’s total employees, approximately 80% are unionized, including 77% of which are members of the USW. Esmark has negotiated the material terms of a new collective bargaining agreement between Wheeling-Pittsburgh and the USW. This agreement provides as follows:

Esmark and its subsidiaries employ over 600 employees, of which approximately 35% are covered by collective bargaining agreements. Esmark believes that it has good relations with its employees, including those covered by collective bargaining agreements.

If the new collective bargaining agreement between Wheeling-Pittsburgh and the USW is not approved by the members of the USW, this could have an adverse effect on the business, financial condition and results of operation of New Esmark. In addition, any potential strikes or work stoppages in the future, and the resulting adverse impact on New Esmark’s relationships with customers, could have a material adverse effect on the business, financial condition or results of operations of New Esmark. Also, other steel producers may have or may be able to negotiate labor agreements that provide them with a competitive advantage. In addition, many mini-mill producers and certain foreign competitors and producers of comparable products do not have unionized work forces. This may place New Esmark at a competitive disadvantage.

In addition, the USW has the unilateral right to veto any merger or other transaction that constitutes a change in control of Wheeling-Pittsburgh, as defined by the collective bargaining agreement, unless the party gaining such control enters into a new collective bargaining agreement with the USW as a part of the transaction. The USW has indicated that it supports the combination and will not exercise its rights under the successorship and right to bid provisions of its collective bargaining agreement to block the combination. However, these rights of the USW could impact the ability of New Esmark to complete future acquisitions or change-in-control transactions.

Environmental compliance and remediation costs could decrease the net cash flow, reduce the results of operations and impair the financial condition of the combined company.

The combined company’s business and ownership of real property will be subject to numerous federal, state and local laws and regulations relating to the protection of the environment. These laws are constantly evolving and have become increasingly stringent. The ultimate impact of complying with environmental laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. The combined company expects to incur substantial capital expenditures and other costs to comply with these environmental laws and regulations, particularly the Federal Clean Air Act and the Federal Resource Conservation and Recovery Act, and future developments under these or other laws could result in substantially increased capital, operating and compliance costs. Additionally, future decisions to terminate operations at any of the combined company’s facilities may result in facility closure and cleanup costs. In addition, if Wheeling-Pittsburgh is unable to comply with environmental regulations, the combined company may incur fines or penalties or may be required to cease some operations.

The combined company would be involved in a number of environmental remediation projects relating to facilities and operations, and may in the future become involved in more remediation projects. While the combined company would reserve for costs relating to such projects when the costs are probable and estimable, those reserves may need to be adjusted as new information becomes available, whether from third parties, new environmental laws or otherwise.

Regulatory compliance for New Esmark may be more difficult as a result of the fact that Esmark is a private company.

The stock of Esmark is not listed on any exchange, Esmark is not a reporting company under the Exchange Act and Esmark has never filed a registration statement under the Securities Act. As a result, Esmark, in the past, has not been required to comply with various regulatory provisions that apply to companies which have securities that have been registered under the federal securities laws. For example, Esmark is not currently required to evaluate its internal controls over financial reporting.

As a part of New Esmark, Esmark will be subject to many of the regulatory provisions applicable to public companies. Thus, compliance may cause added expense for New Esmark, and could cause delay of the preparation of the filing of report with the SEC and in the processing of registration statements filed with the SEC by New Esmark.

Esmark’s management and its independent registered public accounting firm have identified two material weaknesses and two significant deficiencies in Esmark’s internal control over financial reporting as of December 31, 2006 and at June 30, 2007, which, if not properly remediated could result in misstatements in the financial statements in future periods.

Esmark’s independent registered public accounting firm issued a letter to Esmark’s board of directors in which they identified two material weaknesses and two significant deficiencies in the design and operation of Esmark’s internal controls over financial reporting as of December 31, 2006 and June 30, 2007. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected by the company’s internal control. A significant deficiency is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected. A control deficiency exists when the design or

operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The letter specifically noted the following material weaknesses and significant deficiencies:

Material Weaknesses

Significant Deficiencies

If the remedial policies and procedures Esmark and New Esmark implement are not sufficient to address the control findings, or if additional control findings or other conditions relating to Esmark’s internal controls are discovered in the future, New Esmark may fail to meet its future reporting obligations, the financial statements may contain misstatements and operating results may be adversely affected. Any such failure could also adversely affect the results of the periodic management evaluations and annual auditor attestation reports regarding the effectiveness of New Esmark internal controls over financial reporting, which will be required when the SEC’s rules under Section 404 of the Sarbanes-Oxley Act of 2002 become applicable to New Esmark beginning with the filing of New Esmark’s Annual Report on Form 10-K for the year ended December 31, 2008. New Esmark cannot guarantee that measures to remediate the existing control findings will be sufficient, nor can New Esmark guarantee that additional control findings will not arise in the future due to a failure to implement and maintain adequate internal controls over financial reporting. Internal control deficiencies could cause investors to lose confidence in the reported consolidated financial information or other reported financial information as a result, and the market price of New Esmark’s securities could suffer.

The internal control over financial reporting of Esmark and its subsidiaries has not yet been evaluated in accordance with the provisions of the Sarbanes Oxley Act of 2002, and any deficiencies in Esmark’s internal controls or disclosure controls and procedures that we may find would require New Esmark to spend resources to correct those deficiencies and could adversely affect market confidence in New Esmark’s reported consolidated financial information and the market price of our securities.

Maintaining effective internal control over financial reporting at New Esmark, including its subsidiaries, will be necessary for New Esmark to produce reliable financial reports and is important in helping to prevent financial fraud. Wheeling-Pittsburgh is currently subject to Sections 302, 404 and 906 of the Sarbanes-Oxley Act of 2002 and the related rules of the SEC which require, among other things, its management to assess annually the effectiveness of its internal control over financial reporting and its independent registered public accounting firm to issue a report on the assessment of its management included in its annual report on Form 10-K. Because Esmark is a private company and New Esmark is a newly formed holding company, they have not been subject to the Sarbanes-Oxley Act of 2002. In addition, as a new public company, New Esmark will not need to include in its first annual report filed with the SEC an assessment by management on the effectiveness of its internal control over financial reporting or the related report from its independent registered public accounting firm on that assessment. After the combination, New Esmark will continue to evaluate the strength of its and Esmark’s internal control over financial reporting. As an independent company, Esmark and its subsidiaries did not operate under a fully documented system for accounting and internal control over financial reporting and were not required to maintain the disclosure controls and procedures applicable to public companies. New Esmark will need to confirm and document that control structure and may need to improve it. As a result of the material weakness and significant deficiencies identified in Esmark’s internal control over financial reporting, New Esmark will be required to spend time and money to remedy those deficiencies. If New Esmark is unable to sufficiently integrate Esmark’s control structure and Wheeling-Pittsburgh’s control structure or correct any deficiencies identified in a timely manner, it may conclude that New Esmark’s disclosure controls and procedures are not effective or that these circumstances constitute a material weakness in the internal control over financial reporting of New Esmark. If New Esmark were to reach such a conclusion, its management and independent registered public accounting firm would be unable to conclude in their reports that its internal control over financial reporting was effective. Investors could lose confidence in the reported consolidated financial information or other public disclosures as a result, and the market price of New Esmark’s securities could suffer.

Notes issued by Wheeling-Pittsburgh in March 2007 will be converted into shares of New Esmark common stock in connection with the combination; Notes issued by Wheeling-Pittsburgh Steel Corporation in May 2007 will be exchangeable into shares of New Esmark common stock in connection with the combination.

In March 2007, Wheeling-Pittsburgh issued $50.0 million in principal amount of convertible subordinated promissory notes. $45.0 million of these notes will convert (at $20.00 per share) into 2.25 million shares of Wheeling-Pittsburgh common stock immediately before the combination and will become 2.25 million shares of New Esmark common stock in the combination. $5.0 million of these notes have the option to convert (at $24.51 per share) into an additional 203,998 shares.

In May 2007, Wheeling-Pittsburgh Steel Corporation, a wholly-owned subsidiary of Wheeling-Pittsburgh, issued $23.0 million in principal amount of senior unsecured promissory notes exchangeable into 1.15 million shares of New Esmark common stock in connection with the combination.

The issuance of these shares will reduce the percentage of the shares of New Esmark common stock held by former stockholders of Wheeling-Pittsburgh and Esmark who are not also holders of these notes.

Provisions of the governing documents of New Esmark and Delaware law could discourage acquisition proposals or delay a change in control involving New Esmark, even if that change in control would be beneficial to its stockholders.

After the combination, the New Esmark certificate of incorporation and by-laws will contain anti-takeover provisions, including those listed below, which could make it more difficult for a third party to acquire control of New Esmark, even if that change in control would be beneficial to its stockholders:

You may not be able to compare Wheeling-Pittsburgh’s historical financial information to its current financial information, which will make it more difficult to evaluate an investment in the combined company after the combination.

As a result of the completion of Wheeling-Pittsburgh’s reorganization plan, Wheeling-Pittsburgh is operating its business under a new capital structure. In addition, Wheeling-Pittsburgh adopted fresh-start reporting in accordance with Statement of Position (“SOP”) 90-7, as of July 31, 2003. Because SOP 90-7 required Wheeling-Pittsburgh to account for its assets and liabilities at their then-current fair values, its financial condition and results of operations after its reorganization are not comparable in some material respects to the financial condition or results of operations reflected in Wheeling-Pittsburgh’s historical financial statements for periods before August 1, 2003. This may make it difficult to assess future prospects of Wheeling-Pittsburgh and the combined company based on Wheeling-Pittsburgh’s historical performance.

Esmark has historically pursued aggressive growth through acquisitions, a strategy that may impact the combined company.

Esmark has grown rapidly as a result of several acquisitions and the senior management of Esmark continuously explores potential acquisitions and other transactions. As part of its acquisition strategy, Esmark may evaluate equity investments in joint ventures that would be created to acquire specific assets or entities,

some of which may be material. Under the agreement, acquisitions by Esmark require the consent of Wheeling-Pittsburgh. Esmark may propose one or more acquisitions, equity investments in joint ventures (which may also include an equity investment by Wheeling-Pittsburgh) or other transactions prior to the completion of the combination. There can be no assurance that Wheeling-Pittsburgh will consent to any such transaction. If Esmark proposes an acquisition or other transaction and Wheeling-Pittsburgh consents to it, there is no assurance that:

New Esmark has not yet implemented any executive compensation programs that define the philosophy, objectives, policies or practices it will adopt in compensating its executive officers.

As a newly formed company with no operations, New Esmark currently has no employees and, therefore, has not paid any executive compensation or adopted any executive compensation programs, other than the New Esmark 2007 Incentive Compensation Plan which is described under “Proposal 2—Approval of The New Esmark Incorporated Incentive Compensation Plan” beginning on page 182.184. Until completion of the combination, New Esmark will not constitute its board of directors in accordance with the agreement or establish a compensation committee as required under the NASDAQ Marketplace Rules. Accordingly, New Esmark will not be able to present to prospective stockholders before the combination any information about the principles or policies that will guide executive compensation decisions. The compensation amounts presented in the executive compensation tables for Esmark and Wheeling-Pittsburgh included or referenced in this proxy statement/prospectus may not be indicative of future compensation that New Esmark will award to its executive officers. If approved by the stockholders of Wheeling-Pittsburgh and Esmark, as described in this proxy statement/prospectus, the New Esmark 2007 Incentive Plan authorizes the issuance of up to 3,200,000 shares of New Esmark common stock pursuant to a variety of incentive awards on terms and conditions determined by the compensation committee of the New Esmark board of directors.

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

The SEC encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This proxy statement/prospectus contains forward-looking statements based on current projections about operations, industry, financial condition and liquidity. Words such as “will,” “should,” “anticipate,” “predict,” “potential,” “estimate,” “expect,” “continue,” “may,” “project,” “intend,” “plan,” “believe” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, the combination or the business of the combined organization identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements.

Forward-looking statements include, among others, statements about:

All forward-looking statements reflect current expectations of future events by Esmark’s and Wheeling-Pittsburgh’s management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition to the risks related to the businesses of Esmark, Wheeling-Pittsburgh and the combined company, the uncertainty concerning the completion of the combination and the matters discussed above under “Risk Factors,” among others, could cause actual results to differ materially from those described in the forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those described in forward-looking statements contained in this proxy statement/prospectus include, among others, factors relating to:

Stockholders are cautioned not to place undue reliance on the forward-looking statements contained in this proxy statement/prospectus. 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 Wheeling-Pittsburgh are not under any obligation, and each expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. Reference is made to a more complete discussion of forward-looking statements and applicable risks contained in the section of this proxy statement/prospectus under the caption “Risk Factors” and in the other information incorporated by reference in this proxy statement/prospectus.

GENERAL INFORMATION

This document constitutes a proxy statement and is being furnished to the record holders of Wheeling-Pittsburgh common stock as of October 3, 2007 in connection with the solicitation of proxies by the Board of Directors of Wheeling-Pittsburgh to be used at the special meeting of stockholders of Wheeling-Pittsburgh to be held on [                    ],November     , 2007, and any adjournment or postponement of the special meeting. The purposes of the special meeting are to consider and vote upon a proposal to adopt the agreement and the WPC Merger Transaction, a proposal to approve the New Esmark incentive compensation plan, and a proposal to adjourn the special meeting to the extent necessary to solicit additional votes on the agreement.

This document constitutes a consent solicitation for Esmark and is being furnished to Esmark stockholders as an information statement.

This document also constitutes a prospectus of New Esmark relating to the New Esmark common stock to be issued to holders of Wheeling-Pittsburgh common stock and Esmark common and preferred stock upon completion of the combination. The actual total number of shares of New Esmark common stock to be issued will depend on the number of shares of Wheeling-Pittsburgh common stock outstanding at the time of the combination as well as the results of the stockholders electionexercises of applicable consideration.Put Rights and Purchase Rights.

New Esmark and Esmark have supplied all information contained or incorporated by reference herein relating to New Esmark and Esmark, and Wheeling-Pittsburgh has supplied all such information relating to Wheeling-Pittsburgh.

WHEELING-PITTSBURGH SPECIAL MEETING OF STOCKHOLDERS

This proxy statement/prospectus is furnished in connection with the solicitation of proxies in connection with the special meeting of Wheeling-Pittsburgh stockholders.

Date, Time and Place

Wheeling-Pittsburgh will hold the special meeting at the Hyatt Regency Pittsburgh International Airport, located at 1111 Airport Boulevard, Pittsburgh, Pennsylvania, 15231, on [                    ],November     , 2007, at 10:00 a.m., local time.

Purpose of the Special Meeting

At the special meeting, you will be asked to approve and adopt the agreement and the WPC Merger Transaction, approve the proposed New Esmark incentive compensation plan, approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve and adopt the agreement and the WPC Merger Transaction and transact any other business that is properly brought before the special meeting.

Recommendation of the Wheeling-Pittsburgh Board of Directors

The Special Committee appointed by the Board of Directors of Wheeling-Pittsburgh approved the agreement, the combination and the transactions contemplated by the agreement and determined that the combination is advisable and in the best interests of Wheeling-Pittsburgh and its stockholders and recommended that the Board of Wheeling-Pittsburgh approve the agreement and the transactions contemplated by it. The Board of Wheeling-Pittsburgh, in consideration of the Special Committee’s recommendation, approved the agreement and determined that it and the transactions contemplated by it are advisable and in the best interest of Wheeling-Pittsburgh and its stockholders. Accordingly, the Wheeling-Pittsburgh Board of Directors, after recommendation from the Special Committee, recommends that you vote “FOR” the adoption of the agreement and the WPC Merger Transaction, “FOR” the approval of the New Esmark incentive compensation plan, and “FOR” the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the agreement.

In considering the recommendation of the Wheeling-Pittsburgh Board of Directors, Wheeling-Pittsburgh stockholders should be aware that Wheeling-Pittsburgh’s directors and executive officers may have interests in the combination that are different from, or in addition to, those of Wheeling-Pittsburgh stockholders. See “Interests of Wheeling-Pittsburgh’s Directors and Executive Officers in the Combination” on (page 85)88).

Record Date; Stock Entitled to Vote; Quorum

Only holders of record of Wheeling-Pittsburgh common stock at the close of business on October 3, 2007, the record date for the special meeting, are entitled to notice of and to vote at the special meeting. On the record date, 15,360,810 shares of Wheeling-Pittsburgh common stock were issued and outstanding and held by approximately 2,862 holders of record. Each holder of record of common stock will be entitled to one vote per share at the special meeting on the proposal to adopt the agreement and the other matters to be voted on at the meeting.

The holders of a majority of the issued and outstanding shares of common stock entitled to vote must be present, either in person or by proxy, to constitute a quorum at the special meeting. Abstentions, either in person or by proxy, and broker non-votes (shares held by a broker or other nominee that does not have the authority to vote on a matter) will be counted for the purpose of establishing a quorum. If a quorum is not present at the special meeting, the holders of a majority of the common stock represented at the special meeting may adjourn the meeting to solicit additional proxies. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies.

Vote Required

The proposal to adopt the agreement and the WPC Merger Transaction requires the affirmative vote of the holders of a majority of the shares of Wheeling-Pittsburgh common stock outstanding on the record date for the

special meeting. The proposal to approve the New Esmark incentive compensation plan requires the affirmative vote of the holders of a majority of the shares of Wheeling-Pittsburgh common stock represented at the special meeting. Approval of the proposal to adjourn or postpone the meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of a majority of the votes cast at the special meeting. Only votes “FOR” and “AGAINST” these proposals count. Abstentions have the effect of a negative vote.

A broker non-vote occurs when a broker, bank or other nominee holder does not vote on a particular item because the nominee holder does not have discretionary authority to vote on that item and has not received instructions from the beneficial owner of the shares. Broker non-votes do not count in the voting results and are not counted as shares voting with respect to the matter on which the broker has not voted expressly. With respect to the proposal to adopt the agreement and the WPC Merger Transaction, broker non-votes will have the same effect as a vote against the proposal. With respect to the proposal to approve the New Esmark incentive compensation plan and the proposal to adjourn or postpone the meeting, if necessary or appropriate, to solicit additional proxies, broker non-votes will not affect the outcome.

Voting of Proxies

To vote your shares, you should follow the instructions as indicated on your proxy card if you vote over the internet or by telephone, or you should mark, sign, date and return the enclosed proxy in the enclosed postage-paid envelope. A proxy may be sent electronically, so long as it sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder, the other person entitled to vote on behalf of the stockholder or the attorney-in-fact for the stockholder. Voting your proxy does not limit your right to vote in person should you decide to attend the special meeting. If your shares are held in the name of a bank, broker or other nominee, you will be provided voting instructions from the nominee and, in order to vote at the special meeting, you must obtain a legal proxy, executed in your name, from the nominee.

If you vote by mail and the returned proxy card is completed, signed and dated, your shares will be voted at the special meeting in accordance with your instructions. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed and dated, but you do not fill out the voting instructions on the proxy card, the shares represented by your proxy will be voted “FOR” the adoption of the agreement and the WPC Merger Transaction, the approval of the New Esmark incentive compensation plan, and the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the proposals.

If you hold your shares of Wheeling-Pittsburgh common stock in “street name,” meaning in the name of a bank, broker or other nominee who is the record holder, you should follow the directions provided by your bank, broker or other nominee regarding how to instruct your broker to vote your shares.

Wheeling-Pittsburgh does not expect that any matter other than the ones discussed in this proxy statement/ prospectus will be brought before the special meeting. If, however, any other matters are properly presented, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interestsrecommendation of the Wheeling-Pittsburgh stockholders.Board of Directors.

AN ELECTION FORM IS BEING SENT TO YOU IN A SEPARATE MAILING CONCURRENTLY WITH THIS PROXY STATEMENT/PROSPECTUS. PLEASE COMPLETE THE ELECTION FORM AND RETURN IT WITH YOUR STOCK CERTIFICATES TO THE EXCHANGE AGENT.

Revocability of Proxies

If you hold your shares in your name, you have the unconditional right to revoke your proxy at any time before its exercise by employing any of the following methods:

The revocation of your proxy by written notice or your later-dated proxy will be effective only if the Corporate Secretary of Wheeling-Pittsburgh receives the written notice or later-dated proxy before the day of the special meeting or if the inspector of elections receives the written notice or later-dated proxy at the special meeting. Your attendance at the special meeting without further action will not automatically revoke your proxy.

If you have instructed a bank, broker or other nominee to vote your shares, you must follow the directions received from that nominee to revoke a previously submitted proxy.

Solicitation of Proxies

Wheeling-Pittsburgh is soliciting your proxy. In addition to the solicitation of proxies by use of the mail, certain directors, officers and other employees of Wheeling-Pittsburgh may solicit the return of proxies by personal interview, telephone, e-mail or facsimile. Wheeling-Pittsburgh will not pay additional compensation to its directors, officers and employees for their solicitation efforts, but Wheeling-Pittsburgh will reimburse them for any out-of-pocket expenses they incur in their solicitation efforts. Wheeling-Pittsburgh will request that brokerage houses and other custodians, nominees and fiduciaries forward solicitation materials to the beneficial owners of stock registered in their names. Wheeling-Pittsburgh will bear all costs of preparing, assembling, printing and mailing the Notice of Special Meeting of Stockholders, this proxy statement/prospectus, the enclosed proxy and any additional materials, as well as the cost of forwarding solicitation materials to the beneficial owners of stock and all other costs of solicitation.

Assistance

Wheeling-Pittsburgh has retained Innisfree M&A Incorporated to aid in the solicitation of proxies for the special meeting. Innisfree M&A Incorporated will receive a fee of $25,000 plus reimbursement of out-of-pocket fees and expenses.

Stockholders who have questions regarding the materials, need assistance voting their shares or require additional copies of the proxy statement/prospectus or proxy card should contact or call:

Innisfree M&A Incorporated

501 Madison Avenue

New York, NY 10022

(888) 750-5834 (toll-free)

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Share Certificates

Please complete the Election Form, which is being sent to you in a separate mailing concurrently with the proxy statement/prospectus. The completed Election Form must be returned with your stock certificates to the Exchange Agent. For a description of procedures for exchanging certificates representing shares of Wheeling-Pittsburgh common stock, see “The Election and Exchange Procedure.”

Other Business

Wheeling-Pittsburgh is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement/prospectus. Under the Delaware General Corporation Law (“DGCL”), business transacted at the special meeting is limited to matters specifically designated in the notice of special meeting, which is provided at the beginning of this proxy statement/prospectus. If other matters do properly come before the special meeting, Wheeling-Pittsburgh intends that shares of Wheeling-Pittsburgh common stock represented by properly submitted proxies will be voted by and atin accordance with the discretionrecommendation of the persons named as proxies on the proxy card.Wheeling-Pittsburgh Board of Directors.

In addition, the grant of a proxy will confer discretionary authority on the persons named as proxies on the proxy card to vote in accordance with their best judgment on procedural matters incident to the conduct of the special meeting. Any adjournment or postponement may be made without notice by an announcement made at the special meeting. If the persons named as proxies on the proxy card are asked to vote for one or more adjournments or postponements of the meeting for matters incidental to the conduct of the meeting, these persons will have the authority to vote in their discretion on such matters. However, if the persons named as proxies on the proxy card are asked to vote for one or more adjournments or postponements of the meeting to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to adopt the agreement and the WPC Merger Transaction and approve the New Esmark incentive compensation plan, they will only have the authority to vote on such matter as instructed by you or your proxy or, if no instructions are provided, in favor of that adjournment or postponement. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow Wheeling-Pittsburgh’s stockholders who have already granted their proxies to revoke them at any time before their use.

ESMARK CONSENT SOLICITATION

Consent Solicitation

In lieu of a special meeting of stockholders of Esmark, action to approve the combination and the proposed New Esmark incentive compensation plan will be taken by written consent of the holders of Esmark common and preferred stock. Properly executed, dated and returned consent forms shall be given effect in accordance with directions on the form. In order to effectively revoke your consent form, written notice of revocation should be delivered to Esmark’s Corporate Secretary at or before [November     , 2007].2007.

Record Date and Outstanding Shares

Stockholders of record who owned Esmark common stock or preferred stock at the close of business on October 3, 2007 are entitled to approve the combination. On the record date, Esmark had approximately 145,101.22866 shares of common stock issued and outstanding and 175,760.43836 shares of preferred stock issued and outstanding. On the record date, Esmark had 57 stockholders of record of its common stock and 12 stockholders of record of its preferred stock.

Votes Required

Both the affirmative vote of a majority of the outstanding shares of Esmark common and preferred stock, voting as a single class on an as-converted basis, and the separate affirmative vote of a majority of the outstanding shares of Esmark preferred stock, are required to approve the combination.

Stockholders of Esmark having sufficient voting power to approve the combination have entered into voting agreements with Wheeling-Pittsburgh to approve the combination subject to certain conditions, including that New Esmark and the FMA Stockholders enter into a standby purchase agreement and a registration rights agreement or terms satisfactory to the FMA stockholders. Consequently, approval of the combination by Esmark stockholders is assured. Esmark is seeking approval of the combination from its stockholders through written consent. If the combination is approved by less than unanimous written consent, Esmark will send notice of the action taken to stockholders not consenting to the combination in accordance with Section 228(e) of the Delaware General Corporation Law. This document is being provided to Esmark stockholders as a consent solicitation regarding the approval of the combination by written consent of the stockholders of Esmark.

Esmark’s Recommendation to Stockholders

The Esmark Board of Directors approved the agreement, the combination, and the transactions contemplated by the agreement and determined that the combination (including the Esmark Merger Transaction) is advisable, fair to and in the best interests of Esmark and its stockholders.

Interests of Esmark’s Directors and Executive Officers in the Combination

Esmark’s directors and executive officers may have interests in the combination that are different from, or in addition to, yours, including the following:

•

Following completion of the combination, Esmark has agreed to pay a success bonus to Messrs. Bouchard in the approximate aggregate amount of up to $2.0 million, payable in cash and stock of New Esmark1, which amount shall be grossed up for tax purposes in the event New Esmark satisfies certain performance parameters. Esmark will pay the success bonus by utilizing cash that otherwise would be paid out to Esmark stockholders prior to the combination as a dividend.

PROPOSAL 1—THE AGREEMENT

THE PARTIES

Wheeling-Pittsburgh Corporation

Wheeling-Pittsburgh through its wholly owned subsidiary, Wheeling-Pittsburgh Steel Corporation, is engaged in the making, processing and fabrication of steel and steel products using both integrated and EAF technologies. Wheeling-Pittsburgh manufactures and sells hot-rolled, cold-rolled, galvanized, pre-painted and tin mill sheet products. Wheeling-Pittsburgh also produces a variety of steel products including roll-formed corrugated roofing, roof deck, floor deck, bridgeform and other products used primarily in the construction, highway and agricultural markets. Wheeling-Pittsburgh’s steel slab production capacity approximates 2.8 million tons per year and hot rolling production capacity approximates 3.4 million tons per year. Wheeling-Pittsburgh common stock is listed on The NASDAQ Stock Market and trades under the ticker symbol “WPSC.”

Esmark Incorporated

Esmark distributes and provides just-in-time delivery of value-added steel products to approximately 2,000 core customers in the Midwest. A leader in the consolidation of the U.S. steel service center and converter industries, Esmark has successfully acquired a number of steel companies since it was formed in 2003. Its acquisitions have focused on older, established companies that have subsequently been physically renovated and energized under Esmark’s innovative operational strategy. Esmark’s customers purchase a wide variety of cold-rolled, coated, and hot-rolled steel products. See additional information on page 168.170.

Clayton Acquisition Corporation (“New Esmark”)

New Esmark is a Delaware corporation which was formed in connection with this transaction. New Esmark has no prior operations and is not expected to have any operations before the consummation of the combination. Immediately after the combination, New Esmark will hold all equity interests in Esmark and Wheeling-Pittsburgh after the completion of the combination.

WPC Merger Corporation

WPC Merger is a newly formed Delaware corporation and a wholly owned subsidiary of New Esmark. WPC Merger was formed solely for the purpose of merging with Wheeling-Pittsburgh in the combination. WPC Merger has no prior operations and is not expected to have any operations before the consummation of the combination, except for the performance of its obligations under the agreement. Upon effectiveness of the combination, WPC Merger will be merged with and into Wheeling-Pittsburgh, with Wheeling-Pittsburgh surviving the merger as a subsidiary of New Esmark.

Esmark Merger, Inc.

Esmark Merger, Inc. is a newly formed Delaware corporation and a wholly owned subsidiary of New Esmark. Esmark Merger, Inc. was formed solely for the purpose of merging with Esmark in the combination. Esmark Merger, Inc. has no prior operations and is not expected to have any operations before the consummation of the combination, except for the performance of its obligations under the agreement. Upon effectiveness of the combination, Esmark Merger, Inc. will be merged with and into Esmark, with Esmark surviving the combination as a subsidiary of New Esmark.

THE COMBINATION

Background

Wheeling-Pittsburgh’s board of directors and senior management in place before November 30, 2006 (the “Prior Board” or “Prior Board of Directors” and the “Prior Management”) pursued various strategies for the company after Wheeling-Pittsburgh emerged from bankruptcy in 2003 and Wheeling-Pittsburgh had discussions with a number of potential strategic partners since the spring of 2005.

Esmark and Wheeling-Pittsburgh first entered into discussions regarding a possible combination in June 2005 and these discussions terminated in April 2006. Subsequently, in July 2006, Esmark announced its plans to commence a proxy contest to elect an alternate slate of directors at the Wheeling-Pittsburgh 2006 Annual Meeting of Stockholders and thereafter, if that slate were elected, to pursue the combination of Esmark and Wheeling-Pittsburgh. The Prior Board concluded that the proposed CSN merger and related transactions were more favorable to Wheeling-Pittsburgh stockholders than other alternatives available to Wheeling-Pittsburgh (including any standalone strategy) and in August 2006 announced its preliminary agreement to enter into a merger transaction with Companhia Siderúrgica Nacional (“CSN”). Wheeling-Pittsburgh entered into a definitive agreement with CSN on October 24, 2006.

Esmark and the Prior Board continued the proxy contest in the fall of 2006. Shortly after the November 17, 2006 Annual Meeting, Wheeling-Pittsburgh announced that the Esmark slate of directors had been elected, and on November 30, 2006, the election results were certified and the Esmark slate (together with the two representatives of the United Steelworkers (“USW”)) became the current Board of Wheeling-Pittsburgh. In December 2006, CSN terminated the definitive agreement with Wheeling-Pittsburgh and on December 5, 2006, the Board of Directors of Wheeling-Pittsburgh appointed a Special Committee of independent directors to evaluate the Esmark proposal.

Initial Search for a Strategic Partner

In the summer of 2005 the Prior Board of Directors engaged UBS following a series of management discussions and site visits with potential strategic partners. In March 2005, Prior Management had initial discussions with Company A as a potential strategic partner. In April 2005, Prior Management had preliminary strategic combination discussions with Company B and Company C followed by site visits by Company B at Wheeling-Pittsburgh (references to the potential strategic partners or acquirers are in a coded fashion because of confidentiality restrictions related to the identities of these companies). In June 2005, Prior Management had continued strategic discussions with Company A, including site visits. Prior Management also visited Company B and met with Company B representatives at the offices of UBS to discuss valuation considerations. No proposals were made by any of these parties.

Initial discussions with Esmark began in June 2005. Wheeling-Pittsburgh and Esmark entered into a confidentiality agreement in July 2005. Esmark proceeded with a preliminary due diligence review of Wheeling-Pittsburgh in September 2005 and a further due diligence review during February and March 2006. On each of September 6, 2005, September 23, 2005, January 30, 2006, February 9, 2006, March 16, 2006, and April 7, 2006, Esmark proposed to Wheeling-Pittsburgh to merge Esmark into a newly formed, wholly owned subsidiary of Wheeling-Pittsburgh, with Esmark being the surviving corporation. Financial terms of the proposals made after January 30, 2006 were modified to increase the conversion ratio (utilized to determine the amount of Wheeling-Pittsburgh shares to be issued) from approximately $16 per share to $20 per share and the amount of cash to be invested by the FMA Stockholders into Esmark prior to such merger from $150 million to $200 million. In addition, beginning on February 9, 2006, Esmark also proposed the option of using up to $100 to $150 million to repurchase shares from existing Wheeling-Pittsburgh stockholders. Wheeling-Pittsburgh did not respond to these proposals, and on April 24, 2006, at the request of the USW, the Prior Board met with representatives of Esmark to discuss the proposed combination.

Meanwhile, initial discussions with CSN began in December 2005. At about the same time, Company D expressed interest in Wheeling-Pittsburgh and undertook preliminary due diligence. These discussions involved the merging of the steel producing and finishing operations of Company D with those of Wheeling-Pittsburgh. Prior to Company E’s announced acquisition of Company F, Company E also expressed interest in discussing a possible transaction with Wheeling-Pittsburgh. None of Companies D, E or F made a proposal for Wheeling-Pittsburgh.

During this time frame, the Prior Board also reviewed the strategic partner search process to date and concluded that in light of the strategic objectives of Wheeling-Pittsburgh and the number of contacts made with both foreign and domestic steel companies, the process of actively soliciting third party interest through the combined efforts of management, UBS, and other advisors had generated significant interest and was effective and need not be replaced, at this stage, by a more public “auction” process. Although certain members of the Prior Board were attracted to the possibility of a public auction process, the Prior Board considered the limited universe of strategic buyers in the steel industry and the failed public auction process in 2005 of an unrelated Canadian steel producer.

In response to offers from certain of Wheeling-Pittsburgh’s institutional stockholders, led by Tontine Partners (“Tontine”), Wheeling-Pittsburgh, with the assistance of its legal and financial advisors at the time, developed proposals for a registered rights offering to raise approximately $80 million for debt repayment and other purposes and necessary waivers from Wheeling-Pittsburgh’s lenders and the Loan Board predicated on such a rights offering. Wheeling-Pittsburgh was prepared to launch the rights offering in February 2006 but deferred doing so, as discussions with potential strategic partners, including Esmark and CSN, more fully described below, accelerated.

CSN submitted its initial proposal on January 31, 2006, by which CSN proposed to acquire a majority interest in the equity of Wheeling-Pittsburgh, including a contribution of its wholly owned subsidiary CSN LLC (formerly Heartland Steel), a manufacturer of galvanized and cold-rolled steel, a long-term slab supply agreement, and cash in an amount such that the total value of its offer would be between $203 and $400 million. Based on Wheeling-Pittsburgh’s then market capitalization, CSN would own between 51% and 65% of the equity of the combined company. On February 6, 2006, CSN revised its offer, retaining the same structure but valuing CSN LLC at $284 million and providing $75 million in cash. Together with the contribution of CSN LLC, the value of the offer was to have been $359 million. In addition, CSN offered a cash alternative to Wheeling-Pittsburgh’s stockholders in merger consideration.

At a meeting of the Prior Board on February 10, 2006, at the recommendation of the Prior Management, the Prior Board voted to enter a 30-day exclusivity agreement with CSN.

Over the next 30 days, CSN and Wheeling-Pittsburgh engaged in detailed discussions and mutual due diligence with respect to the proposed transaction and also met with Ron Bloom of the USW with respect to proposed modifications to the collective bargaining agreement.

At meetings of the Prior Board on February 23, 2006 and on March 10, 2006, the Prior Board was updated on discussions with CSN and was provided with discussion materials prepared by Greenhill and Co., LLC (“Greenhill”), CSN’s investment banker, which were also provided to the USW.

In addition, on March 14, 2006, Wheeling-Pittsburgh, with the approval of the Prior Board, entered into an interim slab purchase agreement with CSN with respect to mutual slab and hot rolling needs in 2006.

Revised acquisition proposals were submitted to Wheeling-Pittsburgh by Esmark and CSN on March 14, 2006 and March 16, 2006, respectively. These proposals were substantively similar to those initially submitted to Wheeling-Pittsburgh. A special Prior Board meeting was held on March 17, 2006 to discuss the revised proposals. On March 17, 2006, CSN was informed that its offer was not sufficient and that the exclusivity period would expire on March 20, 2006. Over the next several weeks, active discussions were held with both Esmark and CSN with respect to a potential strategic transaction.

On March 27, 2006, Wheeling-Pittsburgh received a nonbinding indication of interest from Company I with respect to a purchase of a majority of the stock of Esmark followed by an acquisition of at least a 51% stake in a combined Esmark/Wheeling-Pittsburgh company. The transaction contemplated that the FMA Stockholders would invest an additional $170 million in Esmark, and Company I would supply up to approximately 1.6 million tons of slabs annually to Wheeling-Pittsburgh. The Bouchard Group would manage the combined company. Company I expressed an intention to increase its interest in the combined company to up to 75%, but no formal proposal was made.

On April 7, 2006 revised proposals were submitted by both Esmark and CSN to acquire a majority ownership position in Wheeling-Pittsburgh through a merger transaction.

On April 13, 2006, a special Prior Board meeting was held, at which representatives of UBS, FTI Consulting, Wheeling-Pittsburgh’s financial and accounting consultant (“FTI”), and Wheeling-Pittsburgh’s outside counsel participated, to consider the revised proposals received from CSN and Esmark on April 7, 2006, together with a chronology of developments since March 17, 2006.

On April 18, 2006, the lead director summarized his meeting with Mr. Bloom authorized by the Prior Board the prior day, prompted by written complaints by Esmark that the Prior Board and management were not fairly evaluating its proposal. Mr. Bloom sought to improve what he saw as failures in the communication process between Esmark and Wheeling-Pittsburgh. He asked that the Prior Board meet directly with the Esmark team and that the independent directors of the Prior Board, with assistance of special counsel engaged by the independent directors, be charged with monitoring the Prior Board’s process as it affected the consideration of Esmark’s proposal. The lead director stated that he offered to seek an extension of the deadline for CSN’s offer from April 18, 2006 to a later date, in order to allow for time for Esmark to make a presentation of its proposal directly to the Prior Board of Directors of Wheeling-Pittsburgh. In light of the confirmation by CSN that it would agree to extend its deadline for a short period of time, the lead director recommended that the Prior Board should defer action on the CSN or Esmark proposals for a period of time not to extend beyond April 28 and to organize a meeting with Esmark and the Prior Board as soon as practicable. A presentation by Esmark to the Prior Board was tentatively scheduled for April 21, with the USW follow-up on April 24, and a final side by side presentation to the Prior Board on April 25. A special committee of the Prior Board (the “Ad Hoc Committee”), consisting of the lead director and another independent director, was formed to monitor this process and to develop specific questions that should be addressed by Esmark as part of its presentation.

Esmark and CSN presented their proposals to special meetings of the Prior Board of Directors on April 24, 2006 and April 21, 2006, respectively. At this time, both companies also met with representatives of the USW. A final side by side presentation of the two proposals was made to the Prior Board on April 25, 2006.

The USW, by letter dated May 2, 2006 to the Ad Hoc Committee, stated that it was not prepared to enter into a new collective bargaining agreement with CSN and would not waive the USW’s rights under the successorship provisions of the labor agreement. Because the proposed CSN merger transaction contemplated the acquisition of a 64% interest in the combined entity, the proposed transaction represented a “change of control” and triggered the successorship provisions of the USW collective bargaining agreement.

Prior Board Decides to Pursue CSN Transaction

At the regular meeting of the Prior Board on May 4, 2006, it was decided by the Prior Board and Prior Management that Wheeling-Pittsburgh would continue to explore an alternative transaction with CSN.

The consensus of the Prior Board was that Wheeling-Pittsburgh should pursue an alternative transaction with CSN and continue to seek the cooperation of the USW with respect to any strategic transaction. The Prior Board resolved, with 10 directors voting in favor and one abstaining (a USW designee), that Wheeling-Pittsburgh continue to explore strategic alternatives with CSN, including a possible strategic alliance that could involve a minority investment by CSN in Wheeling-Pittsburgh, a long-term slab supply agreement and other strategic

considerations. The Prior Board authorized the formation of the Strategic Committee, consisting of the lead director and another independent director, to monitor, evaluate and oversee the Prior Board’s consideration of strategic alternatives available to Wheeling-Pittsburgh, including a possible strategic alliance with CSN.

On June 23, 2006, a special meeting of the Prior Board was held to update the Prior Board on discussions with CSN. A proposed merger structure and related secured convertible note terms were reviewed under which Wheeling-Pittsburgh’s stockholders would own 50.5% of Holdings and CSN would own 49.5% of Holdings and where Wheeling-Pittsburgh and CSN LLC would be wholly owned subsidiaries of Holdings. This proposal did not envision the shutdown of Wheeling-Pittsburgh’s blast furnace. The Prior Board discussed issues related to Loan Board approval, rights of the USW under the collective bargaining agreement (including the right to bid and successorship issues), stockholder approval, the interest of CSN in acquiring a larger interest in Wheeling-Pittsburgh, and the possibility that Esmark would re-emerge as a bidder. Outside counsel for Wheeling-Pittsburgh advised on the USW’s contractual right to bid provision, including the time period for the USW to submit a competing bid or assign its right to bid to a third party, and was requested to prepare any required notice to the USW for prior review by the Strategic Committee. In light of the possibility that a stockholder meeting would likely be required in connection with a potential transaction with CSN and the additional costs associated with holding a second stockholders meeting, the Board determined that the annual meeting of stockholders, regularly scheduled for August, should be delayed to a later date.

Wheeling-Pittsburgh received a revised proposal from CSN on July 7, 2006. By letter dated July 7, 2006 Wheeling-Pittsburgh notified the USW that Wheeling-Pittsburgh had received a proposal dated July 7, 2006 from CSN regarding a transaction under which CSN would acquire a minority interest in the equity of Wheeling-Pittsburgh, and were providing the USW with the opportunity to submit an alternative bid. The principal elements of the transaction were set forth in the letter. The USW was advised that the proposal was subject to the negotiation of definitive agreements satisfactory to Wheeling-Pittsburgh and CSN. Wheeling-Pittsburgh offered to provide the USW with any information provided to CSN in connection with its proposal so that the USW could determine whether it wished to pursue a transaction. All such information would be subject to the terms of a confidentiality agreement, the form of which was attached to the notification. Wheeling-Pittsburgh provided the USW with 63 days to submit an offer, the amount of time since May 5, 2006 during which CSN and Wheeling-Pittsburgh had been in discussions concerning a strategic alliance reflected in the July 7 proposal. The parties entered into a confidentiality agreement on August 8, 2006, after which Wheeling-Pittsburgh furnished the USW with all required information.

On July 12, 2006, Esmark sent Wheeling-Pittsburgh (i) a letter confirming that Esmark continued to be prepared to pursue a combination and requesting that the Prior Board consider their merger proposal by July 14, 2006 and (ii) a separate letter stating Esmark’s intention to nominate directors at the 2006 annual meeting of stockholders of Wheeling-Pittsburgh.

On July 12, 2006, the USW sent Wheeling-Pittsburgh a letter alleging violations of the collective bargaining agreement.

On July 16, 2006, Esmark publicly announced that it intended to contest the election of the Wheeling-Pittsburgh directors and its intention to elect nine new directors at the next annual meeting.

On July 17, 2006, at a special meeting of the Prior Board, these recent developments were reviewed, and the Prior Board was advised that the USW indicated that the USW would be willing to have discussions with CSN. The Prior Board was also advised that Company C had expressed possible interest in a strategic transaction with Wheeling-Pittsburgh. The Prior Board agreed that Company C should contact UBS to determine if a bid or proposal would be made. UBS was contacted by Company C’s financial advisors, who subsequently confirmed that Company C declined to pursue a transaction with Wheeling-Pittsburgh.

At a special meeting of the Prior Board on August 1, 2006, the Chairman updated the Prior Board on the status of the proposed transaction with CSN, including a review of corporate governance provisions as set forth in the proposed charter, bylaws and stockholders’ agreement of CSN Holdings relating to protection of the existing Wheeling-Pittsburgh stockholders. The Prior Board also reviewed the proposed term sheet for necessary amendments to the term loan and revolver in connection with the proposed CSN arrangement.

On August 3, 2006, Wheeling-Pittsburgh announced that it had negotiated the material points of an arrangement that would combine the North American assets of CSN with Wheeling-Pittsburgh whereby CSN would contribute its facility in Terre Haute, Indiana and make a cash investment of $225 million through financing convertible into approximately 11.8 million shares of Wheeling-Pittsburgh within a three-year period. CSN would receive 49.5% ownership in a new holding company (before taking into account the conversion of the $225 million financing) and would provide Wheeling-Pittsburgh exclusive distribution rights for CSN flat rolled steel products in the United States and Canada, and a commitment to a long-term slab supply agreement.

On August 14, 2006, the USW advised Wheeling-Pittsburgh that it was filing a grievance in order to rectify what it characterized as violations of the right to bid provisions of the collective bargaining agreement. A grievance report was filed by the USW on August 16, 2006. An arbitration was scheduled by agreement of Wheeling-Pittsburgh and the USW to occur on September 21, 2006 and was expected to conclude with a ruling by the arbitrator by September 30, 2006. Prior to the commencement of the arbitration, the parties agreed to settle the grievance by extending the expiration of the stipulated right to bid period to October 15, 2006.