- Amended Statement of Beneficial Ownership (SC 13D/A)
2010年7月9日 - 11:25PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
GERDAU
AMERISTEEL CORPORATION
(Name of Issuer)
(Title of Class of
Securities)
(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)
(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 §240.13d-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).
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Gerdau S.A.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Federative Republic of Brazil
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,375,350
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.3%
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14.
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Type of Reporting Person
(See Instructions)
CO
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2
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Gerdau Steel North America Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Canada
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,375,350
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.3%
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14.
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Type of Reporting Person
(See Instructions)
CO
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3
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Jorge Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Federative Republic of Brazil
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
435,668
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
435,668
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,811,018
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.4%
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14.
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Type of Reporting Person
(See Instructions)
IN
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4
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Frederico Carlos Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Federative Republic of Brazil
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
1,009,232
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
1,009,232
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
288,384,582
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.6%
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14.
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Type of Reporting Person
(See Instructions)
IN
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5
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Andre Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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|
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4.
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Source of Funds (See
Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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|
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6.
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Citizenship or Place of Organization
Federative Republic of Brazil
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
76,000
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
76,000
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,451,350
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.3%
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14.
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Type of Reporting Person
(See Instructions)
IN
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6
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Claudio Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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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.
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Citizenship or Place of Organization
Federative Republic of Brazil
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
17,600
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
17,600
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10.
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Shared Dispositive Power
287,375,350
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,392,950
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.3%
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14.
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Type of Reporting Person
(See Instructions)
IN
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7
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Germano Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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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
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7.
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Sole Voting Power
425,668
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8.
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Shared Voting Power
287,375,350
|
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9.
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Sole Dispositive Power
425,668
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10.
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Shared Dispositive Power
287,375,350
|
|
|
11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,801,018
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12.
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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%
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14.
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Type of Reporting Person
(See Instructions)
IN
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8
CUSIP No.
37373P
10 5
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Klaus Gerdau Johannpeter
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
|
o
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3.
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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
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8.
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Shared Voting Power
287,375,350
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9.
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Sole Dispositive Power
946,232
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10.
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Shared Dispositive Power
287,375,350
|
|
|
11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
288,321,582
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|
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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
66.5%
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14.
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Type of Reporting Person
(See Instructions)
IN
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9
Amendment
No. 4 to Schedule 13D
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This Amendment No. 4 to Schedule 13D (Amendment No.
4) 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 June 30, 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. 4 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.
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Item 4.
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Purpose of Transaction
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The Arrangement Agreement executed on June 29, 2010
included provisions to account for Common Shares that might not yet have been
purchased on behalf of participants in the Co-Steel Share Loan Plan (as
defined in the Arrangement Agreement).
On July 6, 2010 it was determined by the Issuers transfer agent (the
Transfer Agent) that all of the Common Shares that were required to be
purchased on behalf of participants in the Co-Steel Share Loan Plan had in
fact been purchased and were outstanding on the record date of June 18, 2010
(the Record Date).
On July 7, 2010, Gerdau S.A., GSNAI and the Issuer
entered into the amending agreement (the Amending Agreement) to amend the
terms of the Arrangement Agreement and Plan of Arrangement to reflect the
advice provided by the Transfer Agent that all of the Common Shares that were
required to be purchased on behalf of participants in the Co-Steel Share Loan
Plan had in fact been purchased and were outstanding on the Record Date. The Amending Agreement is filed as Exhibit
1 to this Schedule 13D.
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Item 7.
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Material to be Filed as Exhibits
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The following document is filed as an exhibit:
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Exhibit
Number
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Exhibit Name
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1
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Amending Agreement dated
as of July 7, 2010, among Gerdau S.A., Gerdau Steel North America Inc.
and Gerdau Ameristeel Corporation amending that certain arrangement agreement
dated as of June 29, 2010 among Gerdau S.A., Gerdau Steel North America
Inc. and Gerdau Ameristeel Corporation, which was previously filed as Exhibit 1
of the Reporting Persons Schedule 13D filed on June 30, 2010.
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10
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: July 8, 2010
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GERDAU
S.A.
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By:
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/s/
Osvaldo Burgos Schirmer
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Name:
Osvaldo Burgos Schirmer
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Title:
Chief Financial Officer
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GERDAU
STEEL NORTH AMERICA INC.
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By:
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/s/
Expedito Luz
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Name:
Expedito Luz
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Title:
Assistant Secretary
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/s/
Jorge Gerdau Johannpeter
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Jorge
Gerdau Johannpeter
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/s/
Frederico C. Gerdau Johannpeter
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Frederico
C. Gerdau Johannpeter
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/s/
Andre Gerdau Johannpeter
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Andre
Gerdau Johannpeter
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/s/
Claudio Gerdau Johannpeter
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Claudio
Gerdau Johannpeter
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/s/
Germano Gerdau Johannpeter
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Germano
Gerdau Johannpeter
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/s/
Klaus Gerdau Johannpeter
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Klaus
Gerdau Johannpeter
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11
Gerdau Ameristeel (NYSE:GNA)
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Gerdau Ameristeel (NYSE:GNA)
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