- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
2010年8月7日 - 3:53AM
Edgar (US Regulatory)
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)
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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
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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
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(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
With copies to:
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Andrew J. Beck, Esq.
Daniel P. Raglan, Esq.
Torys LLP
237 Park Avenue
New York, New York 10017
(212) 880-6000
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Alan Klein, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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This statement is filed in connection with (check the appropriate box):
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a.
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o
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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.
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b.
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o
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The filing of a registration statement under the Securities Act of 1933.
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c.
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o
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A tender offer.
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d.
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x
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None of the above.
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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
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Transaction Valuation
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Amount of Filing Fee
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$660,828,245
*
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$47,118**
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*
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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 Corporations 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.
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**
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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.
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x
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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.
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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
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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:
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(a)(7)
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Press Release dated August 6, 2010.
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2
SIGNATURE
After due inquiry and to the best of each of the undersigneds 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
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GERDAU AMERISTEEL CORPORATION
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By:
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/s/ Robert E. Lewis
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Name:
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Robert E. Lewis
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Title:
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Vice President, General Counsel
and Corporate Secretary
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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:
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Osvaldo Burgos Schirmer
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Title:
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Executive Vice President
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GERDAU STEEL NORTH AMERICA INC.
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By:
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/s/ Osvaldo Burgos Schirmer
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Name:
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Osvaldo Burgos Schirmer
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Title:
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Director
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3
EXHIBIT INDEX
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(a)(7)
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Press Release dated August 6, 2010.
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4
Gerdau Ameristeel (NYSE:GNA)
過去 株価チャート
から 5 2024 まで 6 2024
Gerdau Ameristeel (NYSE:GNA)
過去 株価チャート
から 6 2023 まで 6 2024