-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HaiGO69/4RTd9caXXjGwrT5jvyT+lRcRfxLms/0omxW7DYMRblmpcvJiWGRtnuNy ybmMQI7LDNYO0GMSaWoteg== 0000911420-04-000439.txt : 20041027 0000911420-04-000439.hdr.sgml : 20041027 20041027110725 ACCESSION NUMBER: 0000911420-04-000439 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041027 FILED AS OF DATE: 20041027 DATE AS OF CHANGE: 20041027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERDAU SA CENTRAL INDEX KEY: 0001073404 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14878 FILM NUMBER: 041098441 BUSINESS ADDRESS: STREET 1: AV FARRAPOS 1811 STREET 2: PORTO ALEGRA CITY: RIO GRANDE DO SOL BR STATE: D5 MAIL ADDRESS: STREET 1: AVENIDA ARRAPOS, 1811 STREET 2: POTE ALGRE, RIO GRANDE DO SUL CITY: BRAZIL STATE: D5 ZIP: 00000 6-K 1 d1001085.txt REPORT OF FOREIGN PRIVATE ISSUER - -------------------------------------------------------------------------------- FORM 6-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 dated October 27, 2004 Commission File Number 1-14878 GERDAU S.A. (Exact Name as Specified in its Charter) N/A (Translation of Registrant's Name) Av. Farrapos 1811 Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005 (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F X Form 40-F_____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ___ No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 27, 2004 GERDAU S.A. By:/s/Osvaldo Burgos Schirmer ------------------------------ Name: Osvaldo Burgos Schirmer Title: Chief Financial Officer EXHIBIT INDEX Exhibit Description of Exhibit - ------- ---------------------- 99.1 Press release dated October 15, 2004 99.2 Notice to Shareholders dated October 22, 2004 EX-99.1 2 e998392.txt PRESS RELEASE Exhibit 99.1 GERDAU AMERISTEEL PRICES OFFERING OF ITS COMMON SHARES Toronto, ON, October 15, 2004 - Gerdau Ameristeel Corporation (TSX: GNA.TO) today announced that its registration statement has become effective under the U.S. Securities Act of 1933 and that it has obtained a receipt for a final prospectus from Canadian securities regulatory authorities in connection with its offering of 70 million common shares, of which Gerdau S.A, its parent, will purchase 35 million common shares and 35 million common shares will be distributed to the public through an underwriting syndicate described below. The common shares are being sold in the United States and Canada at a price of $4.70, or Cdn. $5.90, per share. The total gross proceeds will be approximately $329 million, or Cdn. $413 million. If the underwriters exercise their overallotment option in full (for 5.25 million common shares) and Gerdau S.A., as it has agreed, purchases an equivalent number of additional common shares, total gross proceeds will be approximately $378 million, or Cdn. $475 million. The proceeds of this offering will be used to finance Gerdau Ameristeel's previously announced proposed acquisition of certain assets and working capital of four long steel product mills and four downstream facilities, which are referred to as North Star Steel, from Cargill, Incorporated, to fund capital expenditures and working capital and for general corporate purposes. Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Nesbitt Burns Inc. are acting as joint book-running managers for the public offering in the United States and Canada. CIBC World Markets Corp., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated are acting as underwriters. The common shares will commence trading on the New York Stock Exchange today under the symbol GNA. The offering is expected to close on or about October 20, 2004. For more information on the offering or to obtain a copy of the prospectus relating to this offering, contact: Merrill Lynch at World Financial Center, 250 Vesey St., New York, NY 10080 or 181 Bay Street, Suite 400, Toronto, Ontario M6G 2S9, or BMO Nesbitt Burns, 1 First Canadian Place, 4th Floor, Toronto, Ontario M5X 1H3. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any province, state or other jurisdiction. ABOUT GERDAU AMERISTEEL Gerdau Ameristeel is the second largest minimill steel producer in North America with annual manufacturing capacity of over 6.4 million tons of mill finished steel products. Through its vertically integrated network of 11 minimills (including one 50%-owned minimill), 13 scrap recycling facilities and 32 downstream operations, Gerdau Ameristeel primarily serves customers in the eastern half of North America. The company's products are generally sold to steel service centers, fabricators, or directly to original equipment manufacturers for use in a variety of industries, including construction, automotive, mining and equipment manufacturing. Gerdau Ameristeel's common shares are traded on the Toronto Stock Exchange under the symbol GNA.TO. FORWARD LOOKING INFORMATION This news release may contain forward-looking information with respect to Gerdau Ameristeel. Actual results may differ from these forward-looking statements due to numerous factors, including global competition, steel imports, market supply and demand for steel, pricing of energy and raw material inputs and other matters. These and other factors are outlined in Gerdau Ameristeel's regulatory filings with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission. Readers are cautioned that the foregoing list of important factors affecting forward-looking statements is not exhaustive. Furthermore, the forward-looking statements contained herein are made as of the date of this document, and Gerdau Ameristeel does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement. FOR MORE INFORMATION PLEASE CONTACT: Tom J. Landa Vice President and Chief Financial Officer Gerdau Ameristeel (813) 207-2300 tlanda@gerdauameristeel.com EX-99.2 3 e1000973.txt NOTICE TO SHAREHOLDERS Exhibit 99.2 NOTICE TO SHAREHOLDERS PAYMENT OF DIVIDENDS We would like to inform our Shareholders that the Boards of the companies listed below (in meetings to be held on November 3, 2004) will deliberate about the proposals presented by management regarding the complementary payment of dividends for the third quarter of the current fiscal year. The amounts will be calculated and paid based on the position held by shareholders on November 3, 2004. The payment date will be November 17, 2004, and constitute an anticipation of the annual minimum dividend as stated in the by-laws, as follows: AMOUNT PER SHARE ---------------- COMPANY COMMON AND PREFERRED SHARES ------- --------------------------- METALURGICA GERDAU S.A. R$ 0.91 GERDAU S.A. R$ 0.53 The total dividend and interest on capital stock stated for the third quarter of the current fiscal year is: - Metalurgica Gerdau S.A. - R$ 141.0 million, equivalent to R$ 1.71 per share; - Gerdau S.A. - R$ 292.2 million, equivalent to R$ 0.99 per share. Please note that shares acquired on November 4, 2004, inclusive, in the Stock Market will be Ex-Dividend. Porto Alegre, October 22, 2004. Osvaldo Burgos Schirmer Vice President Investor Relations Director -----END PRIVACY-ENHANCED MESSAGE-----