-----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, OK4fbny6zu8RdNliOdY5RW2JL4pim4MvCSugcjly2l4XS3Lmvqnim0/Y9xCAIICh 7Rd8Js+TkCq1jDQfybmEKQ== 0000911420-05-000397.txt : 20050922 0000911420-05-000397.hdr.sgml : 20050922 20050922102304 ACCESSION NUMBER: 0000911420-05-000397 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050921 FILED AS OF DATE: 20050922 DATE AS OF CHANGE: 20050922 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: 051097261 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 d1120536.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 21, 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 21, 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 Press release, September 15, 2005 99.2 Press release, September 16, 2005 EX-99.1 2 e1120530.txt ANNOUNCEMENT Exhibit 99.1 [GRAPHIC OMITTED] ANNOUNCEMENT GERDAU S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) announces that the Gerdau Group has reached an agreement to acquire 40.49% of the capital stock of Sipar Gerdau Inversiones S.A., the parent company of Sipar Aceros S.A., a long steel rolling mill company located in the city of Perez, Santa Fe Province, Argentina. This acquisition and the 43.28% stake already owned by the Gerdau Group represent 83.77% of the total capital of Sipar Gerdau Inversiones S.A. The Gerdau Group will disburse US$ 40.5 million in the next three years for this additional stake. Rio de Janeiro, September 16th, 2005. Osvaldo Burgos Schirmer Executive Vice-President Director of Investor Relations EX-99.2 3 e1120531.txt PRESS RELEASE Exhibit 99.2 [GRAPHIC OMITTED] PRESS RELEASE GERDAU S.A. ISSUES US$ 600 MILLION 8.875% GUARANTEED PERPETUAL SENIOR NOTES GERDAU S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) today announces that it has launched and priced its inaugural issuance of 144A / Reg S Guaranteed Perpetual Senior Securities (the "Securities") in the aggregate principal amount of US$ 600 Million. The Securities will be unconditionally and irrevocably guaranteed by Gerdau's Brazilian operating companies, namely Gerdau Acominas S.A., Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A. and Gerdau Comercial de Acos S.A. Final terms and conditions as of September 15, 2005: ISSUER Gerdau S.A. GUARANTORS Gerdau Acominas S.A., Gerdau Acos Longos S.A., Gerdau Acos Especiais S.A., Gerdau Comercial de Acos S.A. RATINGS Moody's: Ba1 (Stable) / S&P: BB- (Stable) / Fitch: BB- (Stable) LEAD MANAGERS HSBC / Citigroup ISSUE AMOUNT US$ 600,000,000 ISSUE TYPE 144A / Reg S SETTLEMENT September 22, 2005 (T+5) MATURITY Perpetual OPTIONAL REDEMPTION Callable at Par on any interest payment date on or after Sept. 22, 2010 INTEREST PAYMENT Payable Quarterly on September, December, March & June 22 COUPON 8.875% (First Coupon Payment Date: December 22, 2005) RE-OFFER PRICE 100.000% RE-OFFER YIELD (QUARTERLY) 8.875% INTEREST RATE BASIS US (NASD) 30/360 INTEREST RATE FREQUENCY Quarterly GOVERNING LAW New York CLEARING DTC / Euroclear / Clearstream LISTING Singapore Stock Exchange The Offering attracted orders in excess of US$ 3.5 billion, allowing Gerdau to upsize the final offering size from an initially announced US$ 300 million. Interest on the Securities will accrue at a rate of 8.875% per annum and will be paid on a quarterly basis. The Securities will be perpetual securities with no fixed maturity date or mandatory redemption date, and may be subject to redemption by Gerdau on September 22, 2010 or on any interest payment date occurring thereafter. The Securities received a rating of "Ba1" (Stable Outlook) by Moody's Investor Service, Inc., of "BB-" (Stable Outlook) by Standard & Poor's and of "BB-" (Stable Outlook) by Fitch Ratings. The geographic distribution of the offering is as follows: 46% Asian, 32% European, 20% U.S. and 2% Brazilian investors. The majority of buyers of the Securities were Private Banking and retail investors. The use of proceeds of the Securities' offering will general corporate purposes of Gerdau and its subsidiaries. The Securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Gerdau S.A. ("Gerdau", the "Company" or the "Issuer") is the largest producer of long rolled steel products in Brazil and the second largest in North America. The Company also operates steel mills in Chile, Argentina, Uruguay and Colombia. As of June 30, 2005, Gerdau generated approximately 52% of its revenues from its Brazilian operations, 43% from North American and 5% from South American operations (excluding Brazil). Rio de Janeiro, September 15, 2005. Osvaldo Burgos Schirmer Executive Vice President Director of Investor Relations -----END PRIVACY-ENHANCED MESSAGE-----