SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(AMENDMENT NO. 1)

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF
THE SECURITIES EXCHANGE ACT OF 1934

GERDAU AMERISTEEL CORPORATION

(Name of the Issuer)

GERDAU AMERISTEEL CORPORATION
GERDAU S.A
GERDAU STEEL NORTH AMERICA INC.

(Names of Person(s) Filing Statement)

Common Shares

(Title of Class of Securities)

37373P 10 5

(CUSIP Number of Class of Securities)

Robert E. Lewis
Vice President, General Counsel and
Corporate Secretary
Gerdau Ameristeel Corporation
4221 W. Boy Scout Blvd., Suite 600
Tampa, Florida 33607
(813) 207-2322 Expedito Luz
Executive Vice President, Legal and Compliance
Gerdau S.A.
Av. Farrapos, 1811 Porto
Alegre, Rio Grande do Sul,
Brazil, CEP 90220-005
+55 51 3323 2441

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to:

Andrew J. Beck, Esq.
Daniel P. Raglan, Esq.
Torys LLP
237 Park Avenue
New York, New York 10017
(212) 880-6000 Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000

This statement is filed in connection with (check the appropriate box):

a.	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	o	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	x	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:   o

Check the following box if the filing is a final amendment reporting the results of the transaction:   o

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
$660,828,245*	$47,118**

*	For purposes of determining the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, the transaction value of the common shares of Gerdau Ameristeel Corporation to be received by Gerdau Steel North America Inc., assuming acceptance of the offer by all holders of Gerdau Ameristeel Corporation’s common shares and options in the United States, is calculated as follows: multiplying (i) 60,075,295, the number of shares of Gerdau Ameristeel Corporation held by shareholders in the U.S. or subject to options held by persons in the U.S., by (ii) $11.00, the price to be paid for the shares held by such shareholders.
**	In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying the transaction value by 0.0000713.
x	Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount previously paid: $47,118
Form or registration no.: Schedule 13E-3, File No. 005-80121
Filing Party: Gerdau Ameristeel Corporation, Gerdau S.A. and Gerdau Steel North America Inc.
Date Filed: July 9, 2010

     This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (“Amendment No. 1”) amends and supplements the Schedule 13E-3 filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2010 (the “Schedule 13E-3”) by Gerdau Ameristeel Corporation (the “Company”), a company organized under the laws of Canada, Gerdau S.A., a company organized under the laws of Brazil, and Gerdau Steel North America Inc. (the “Acquiror”), a company organized under the laws of Canada (collectively, the “Filing Persons”) with respect to the plan of arrangement pursuant to which the Acquiror will acquire all of the outstanding common shares of the Company not already owned, directly or indirectly, by Gerdau S.A. and the Company will become a wholly-owned subsidiary of the Acquiror.

     This Amendment No. 1 includes as Exhibit (a)(7) a press release entitled “Gerdau Ameristeel Provides Update on Shareholder Meeting Process” issued by the Company and Gerdau S.A.

     All information contained in, or incorporated by reference into, this Amendment No. 1 concerning each Filing Person was supplied by such Filing Person, and no other Filing Person takes responsibility for the accuracy of such information as it relates to any other Filing Person.

Item 16.   Exhibits

Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following:

(a)(7) Press Release dated August 6, 2010.

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SIGNATURE

     After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of August 6, 2010

GERDAU AMERISTEEL CORPORATION
By:	/s/ Robert E. Lewis
	Name:	Robert E. Lewis
	Title:	Vice President, General Counsel and Corporate Secretary
GERDAU S.A.
By:	/s/ Osvaldo Burgos Schirmer
	Name:	Osvaldo Burgos Schirmer
	Title:	Executive Vice President
GERDAU STEEL NORTH AMERICA INC.
By:	/s/ Osvaldo Burgos Schirmer
	Name:	Osvaldo Burgos Schirmer
	Title:	Director

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EXHIBIT INDEX

(a)(7) Press Release dated August 6, 2010.

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EX-99.(A)(7)

Exhibit (a)(7)

GERDAU AMERISTEEL PROVIDES UPDATE ON
SHAREHOLDER MEETING PROCESS

     Gerdau Ameristeel Corporation (NYSE: GNA, TSX: GNA) and Gerdau S.A. (Bovespa: GGBR, NYSE: GGB, Latibex: XGGB) announced today that, as of August 5, 2010, more than 66²/3% of the votes cast to date by all Gerdau Ameristeel shareholders and more than a majority of the votes cast to date by the minority shareholders have been voted in favour of the proposed acquisition by Gerdau S.A. of the common shares of Gerdau Ameristeel that it does not already own at a price of US$11.00 cash per common share. For the transaction to be implemented, it must be approved by not less than 66²/3% of the votes cast by all Gerdau Ameristeel shareholders, and a simple majority of the votes cast by the minority shareholders, present in person or represented by proxy and entitled to vote on the plan of arrangement resolution at the special meeting of Gerdau Ameristeel’s shareholders. The Board of Directors of Gerdau Ameristeel unanimously recommends that shareholders vote in favour of the plan of arrangement resolution.

     Gerdau Ameristeel is pleased to have received positive shareholder support and favourable recommendations from two leading proxy advisory firms, ISS Proxy Advisory Services and Glass Lewis & Co.

     As the regulatory review of certain disclosure documents related to the transaction is not expected to be completed before the August 10, 2010 special meeting of Gerdau Ameristeel’s shareholders, Gerdau Ameristeel is rescheduling the special meeting to a later date in order to accommodate this regulatory review process. Gerdau Ameristeel will announce the new time, date and location for the meeting by way of a further press release. The record date for voting at the meeting will not be affected. Shareholders are

urged to carefully read the information circular dated July 7, 2010 that was mailed to them in connection with the transaction.

     As a result of the rescheduling of the special meeting, the time for the deposit of proxies will be extended. Proxies must now be received no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the commencement of the rescheduled meeting. No further action need be taken by shareholders that already have deposited proxies in respect of their shares for those shares to be voted at the special meeting.

     Shareholders who have questions regarding the contents of the information circular or require assistance in completing their proxy forms are urged to contact Gerdau S.A., Gerdau Ameristeel Corporation or their proxy solicitation agent, The Laurel Hill Advisory Group Company, toll-free, at 1-866-508-3236.

About Gerdau S.A. (www.gerdau.com.br)

     Gerdau S.A. is the leading producer of long steel in the Americas and one of the world’s largest suppliers of special long steel. It has plants in 14 countries spanning the Americas, Europe and Asia, with total installed capacity of more than 25 million metric tons of steel. It is the largest recycler in Latin America, transforming millions of metric tons of scrap into steel every year. With over 140,000 shareholders, Gerdau S.A.’s publicly-held companies are listed in the stock exchanges of São Paulo (Bovespa: GGBR4, GGBR3, GOAU4, GOAU3 and AVIL3), New York (NYSE: GNA, GGB), Toronto (GNA: TO), Madrid (Latibex: XGGB) and Lima (BVL: SIDERC1).

About Gerdau Ameristeel Corporation (www.gerdauameristeel.com)

     Gerdau Ameristeel Corporation is the second largest mini-mill steel producer in North America, with annual manufacturing capacity of approximately 10 million metric tons of mill finished steel products. Through its vertically integrated network of mini-mills, scrap recycling facilities and downstream operations, Gerdau Ameristeel Corporation serves customers throughout the United States and Canada. The Company’s products are generally sold to steel service centers, steel fabricators, or directly to original equipment manufacturers for use in a variety of industries, including non-residential, infrastructure, commercial, industrial and residential construction, metal building, manufacturing, automotive, mining, cellular and electrical transmission and equipment manufacturing. Gerdau Ameristeel Corporation’s majority shareholder is Gerdau S.A.

Investor Relations Contacts

Osvaldo Burgos Schirmer
Executive Vice President
Director of Investor Relations
Gerdau S.A.
Office: +55 51 3323-2703
Email: inform@gerdau.com.br

Barbara Smith
Vice President and Chief Financial Officer
Gerdau Ameristeel Corporation
Office: 813-319-4324
Email: basmith@gerdauameristeel.com

Media Contact
Santiago Fittipaldi
Office: 1-305-347-4353
Mobile: 1-646-204-5880
Email: Santiago.A.Fittipaldi@bm.com

Forward Looking Statements

This release contains forward-looking statements relating to the proposed acquisition by Gerdau S.A. of the shares of Gerdau Ameristeel Corporation that Gerdau S.A. does not already own, including statements regarding the completion of the proposed transaction and other statements that are not historical facts. Such forward-looking statements are subject to important risks and uncertainties including, without limitation, approval of applicable governmental authorities, required Gerdau Ameristeel Corporation shareholder approval and necessary court approvals if the transaction is implemented by way of a plan of arrangement. As a result of these risks and uncertainties, the proposed transaction could be modified, restructured or not be completed, and the results or events predicted in these forward-looking statements may differ materially from actual results or events. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. Gerdau S.A. and Gerdau Ameristeel Corporation do not assume and expressly renounce any obligation to update any of these forward-looking statements, which are only applicable on the date on which they were made. Additionally, Gerdau S.A. and Gerdau Ameristeel Corporation undertake no obligation to comment on expectations of, or statements made by third parties in respect of the proposed transaction.