GERDAU S.A. — Major Shareholding Notification 2010

Aug 24, 2010

SC 13D/A 1 a10-16346_2sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 5)*

GERDAU AMERISTEEL CORPORATION

(Name of Issuer)

COMMON SHARES

(Title of Class of Securities)

37373P 10 5

(CUSIP Number)

Alan M. Klein

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, NY 10017

(212) 455-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13 d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerdau S.A. | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) OO | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.3% | | | 14. | Type of Reporting Person (See Instructions) CO | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Gerdau Steel North America Inc. | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) AF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Canada | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,375,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.3% | | | 14. | Type of Reporting Person (See Instructions) CO | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jorge Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 435,668 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 435,668 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,811,018 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.4% | | | 14. | Type of Reporting Person (See Instructions) IN | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frederico Carlos Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,009,232 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 1,009,232 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 288,384,582 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.6% | | | 14. | Type of Reporting Person (See Instructions) IN | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Andre Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 76,000 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 76,000 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,451,350 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.3% | | | 14. | Type of Reporting Person (See Instructions) IN | |

6

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Claudio Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 17,600 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 17,600 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,392,950 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.3% | | | 14. | Type of Reporting Person (See Instructions) IN | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Germano Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 425,668 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 425,668 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 287,801,018 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.4% | | | 14. | Type of Reporting Person (See Instructions) IN | |

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| CUSIP No. 37373P 10 5 — 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Klaus Gerdau Johannpeter | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | | | | (a) | x | | | (b) | o | | 3. | SEC Use Only | | | 4. | Source of Funds (See Instructions) PF | | | 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | | | 6. | Citizenship or Place of Organization Federative Republic of Brazil | | | Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 946,232 | | | 8. | Shared Voting Power 287,375,350 | | | 9. | Sole Dispositive Power 946,232 | | | 10. | Shared Dispositive Power 287,375,350 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 288,321,582 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | | | 13. | Percent of Class Represented by Amount in Row (11) 66.5% | | | 14. | Type of Reporting Person (See Instructions) IN | |

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Amendment No. 5 to Schedule 13D
	This Amendment No. 5
to Schedule 13D (“Amendment No. 5”) amends and supplements Item 4 and
amends and supplements Item 7 of the Schedule 13D filed by Gerdau S.A.,
Gerdau Steel North America Inc. (“GSNAI”) and Jorge Gerdau Johannpeter,
Frederico Carlos Gerdau Johannpeter, Claudio Gerdau Johannpeter, Klaus Gerdau
Johannpeter, Germano Gerdau Johannpeter and Andre Gerdau Johannpeter
(collectively, the “Gerdau Johannpeter family” and together with Gerdau S.A.
and Gerdau Steel North America Inc., the “Reporting Persons”) on July 9,
2010, as previously amended and supplemented, (the “Schedule 13D”), in
respect of the common shares, no par value, of Gerdau Ameristeel Corporation
(the “Issuer”), a corporation incorporated under the laws of Canada. Capitalized terms used in this Amendment
No. 5 but not defined herein have the meanings given to such terms in
the Schedule 13D. Except as
specifically provided herein, this Amendment does not modify any of the
information previously reported in the Schedule 13D.
Item 4.	Purpose of Transaction
	This Amendment No. 5
includes as Exhibit 1 a press release dated August 24, 2010,
entitled “Gerdau Ameristeel Shareholders Approve Plan of Arrangement” issued
by the Issuer and Gerdau S.A.
Item 7.	Material to be Filed as
Exhibits
	The following document is
filed as an exhibit:

Exhibit Number	Exhibit Name
1	Press Release dated
August 24, 2010

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 24, 2010

| GERDAU

S.A.
By:	/s/
Osvaldo Burgos Schirmer
Name:
Osvaldo Burgos Schirmer
Title:
Chief Financial Officer
GERDAU
STEEL NORTH AMERICA INC.
By:	/s/
Expedito Luz
Name:
Expedito Luz
Title:
Assistant Secretary
/s/
Jorge Gerdau Johannpeter
Jorge
Gerdau Johannpeter
/s/
Frederico C. Gerdau Johannpeter
Frederico
C. Gerdau Johannpeter
/s/
Andre Gerdau Johannpeter
Andre
Gerdau Johannpeter
/s/
Claudio Gerdau Johannpeter
Claudio
Gerdau Johannpeter
/s/
Germano Gerdau Johannpeter
Germano
Gerdau Johannpeter
/s/
Klaus Gerdau Johannpeter
Klaus
Gerdau Johannpeter

11

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