- Amended Statement of Beneficial Ownership (SC 13D/A)
2010年8月25日 - 6:22AM
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. 5)*
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 §240.13
d-7
for other parties to whom copies are to
be sent.
*
The remainder of this cover page shall be
filled out for a reporting persons 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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|
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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
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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4.
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Source of Funds (See
Instructions)
PF
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|
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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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|
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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.
|
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
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.
|
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)
|
o
|
|
|
3.
|
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
425,668
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8.
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Shared Voting Power
287,375,350
|
|
9.
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Sole Dispositive Power
425,668
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10.
|
Shared Dispositive Power
287,375,350
|
|
|
11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
287,801,018
|
|
|
12.
|
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%
|
|
|
14.
|
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.
|
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.
|
Shared Voting Power
287,375,350
|
|
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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12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
66.5%
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14.
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Type of Reporting Person
(See Instructions)
IN
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9
Amendment No. 5 to Schedule 13D
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This Amendment No. 5
to Schedule 13D (Amendment No. 5) 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 July 9,
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. 5 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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This Amendment No. 5
includes as Exhibit 1 a press release dated August 24, 2010,
entitled Gerdau Ameristeel Shareholders Approve Plan of Arrangement issued
by the Issuer and Gerdau S.A.
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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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Press Release dated
August 24, 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: August 24, 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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から 8 2024 まで 9 2024
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から 9 2023 まで 9 2024
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