-----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, OogCg9p0/kzbLc6g70e//OPfw2kBVPwEvN7amq6Mk9j8jsytE8rnya3hKMtflftg ZS2zEcCG4wmV+aJUO76QIw== 0000911420-05-000364.txt : 20050901 0000911420-05-000364.hdr.sgml : 20050901 20050901165545 ACCESSION NUMBER: 0000911420-05-000364 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050901 FILED AS OF DATE: 20050901 DATE AS OF CHANGE: 20050901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERDAU S.A. CENTRAL INDEX KEY: 0001073404 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14878 FILM NUMBER: 051065219 BUSINESS ADDRESS: STREET 1: AVENIDA FARRAPOS, 1811 CITY: PORTO ALEGRE, RIO GRANDE DO SU STATE: D5 ZIP: 90220-005 BUSINESS PHONE: 011-55-51-3323-2703 MAIL ADDRESS: STREET 1: AVENIDA FARRAPOS, 1811 CITY: PORTO ALEGRE, RIO GRANDE DO SU STATE: D5 ZIP: 90220-005 FORMER COMPANY: FORMER CONFORMED NAME: GERDAU SA DATE OF NAME CHANGE: 19981112 6-K 1 d1116080.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 September 1, 2005 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: September 1, 2005 GERDAU S.A. By: /s/ Osvaldo Burgos Schirmer --------------------------------------- Name: Osvaldo Burgos Schirmer Title: Chief Financial Officer EXHIBIT INDEX Exhibit Description of Exhibit - ------- ---------------------- 99.1 Release, August 31, 2005 EX-99.1 2 e1116079.txt ANNOUNCEMENT Exhibit 99.1 ANNOUNCEMENT Gerdau S.A. ("Gerdau") announced today that it intends to offer its Guaranteed Perpetual Bonds by means of a private placement to qualified institutional buyers under Rule 144A, and in offshore transactions pursuant to Regulation S, under the Securities Act of 1933, as amended (the "Securities Act"). The bonds will be guaranteed by four of Gerdau's Brazilian subsidiaries: Gerdau Acominas S.A., Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A. and Gerdau Comercial de Acos S.A. The aggregate principal amount of the bonds is anticipated to be US$250,000,000. Net proceeds of the offering will be used for general corporate purposes of Gerdau and its subsidiaries. The bonds and the guarantees of the bonds have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This announcement does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act. This announcement contains forward-looking statements that involve a number of risks and uncertainties. These statements are based on current expectations whereas actual results may differ. Among the factors that could cause actual results to differ are the risk factors listed in Gerdau's 2004 Annual Report on Form 20F or periodic filings with the Securities and Exchange Commission. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). The bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. This announcement is not for distribution in Canada, Japan or Australia. Rio de Janeiro, August 31, 2005. Osvaldo Burgos Schirmer Executive Vice-President Director of Investor Relations -----END PRIVACY-ENHANCED MESSAGE-----