As filed with the Securities and Exchange Commission on May 6, 2003
Registration No. 333-9896
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
POST EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
for Preferred Shares, without Par Value
of
GERDAU S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
BRAZIL
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y 10286
(212) 495-1727
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
Timothy F. Keaney
The Bank of New York
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2129
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
For Further Information Contact:
Timothy F. Keaney
The Bank of New York
ADR Department
101 Barclay Street, 22nd Floor
New York, New York, 10286
(212) 815-2129
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[X] on May 7, 2003 at 9:00 a.m.
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-7522).
_______________________
The prospectus consists of the proposed revised form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption | Location in Form of Receipt Filed Herewith as Prospectus |
1. Name and address of depositary | Introductory Article |
2. Title of American Depositary Receipts and identity of deposited securities | Face of Receipt, top center |
Terms of Deposit: | |
(i) The amount of deposited securities represented by one unit of American Depositary Receipts | Face of Receipt, upper right corner |
(ii) The procedure for voting, if any, the deposited securities | Articles number 15, 16 and 18 |
(iii) The collection and distribution of dividends | Articles number 4, 5, 12, 13, 14, 15 and 18 |
(iv) The transmission of notices, reports and proxy soliciting material | Articles number 11, 15, 16 and 18 |
(v) The sale or exercise of rights | Articles number 13, 14, 15 and 18 |
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles number 12, 13, 15, 17 and 18 |
(vii) Amendment, extension or termination of the deposit agreement | Articles number 20 and 21 |
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts | Article number 11 |
(ix) Restrictions upon the right to deposit or withdraw the underlying securities | Articles number 2, 3, 4, 5, 6, 8 and 22 |
(x) Limitation upon the liability of the depositary | Articles number 14, 18, 19 and 21 |
3. Fees and Charges | Articles number 7 and 8 |
Item - 2.
Available Information
Public reports furnished by issuer | Article number 11 |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement dated as of September 18, 1997, as amended and restated as of March 8, 1999, and as further amended and restated as of ____________, 2003, among Gerdau S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Form of letter Agreement between Gerdau S.A. and The Bank of New York relating to the pre-release of ADRs. – Previously filed.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. - Filed herewith as Exhibit 5.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, May 6, 2003.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Preferred Shares, without Par Value, of Gerdau S.A..
By:
The Bank of New York,
As Depositary
By: /s/ ANTHONY MORO
Name: Anthony Moro
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Company has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Porto Alegre, Brazil on May 6, 2003.
GERDAU S.A.
By: /s/ FREDERICO C.G. JOHANNPETER
Name: Frederico C.G. Johannpeter
Title:Vice-President Director
By:
/s/ OSVALDO BURGOS SCHIRMER
Name: Osvaldo Burgos Schirmer
Title: Vice-President Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on May 6, 2003.
/s/ JORGE GERDAU JOHANNPETER Name:Jorge Gerdau Johannpeter Director and Principal Executive Officer and Chairman of the Board | /s/ ROSS KAUFMAN |
/s/ GERMANO GERDAU JOHANNPETER Name: Germano Gerdau Johannpeter Director and Vice-Chairman | /s/ GERALDO TOFFANELLO |
/s/ KLAUS GERDAU JOHANNPETER Name: Klaus Gerdau Johannpeter Director and Vice-Chairman | /s/ OSVALDO BURGOS SCHIRMER |
/s/ FREDERICO GERDAU JOHANNPETER Name: Frederico Gerdau Johannpeter Director and Vice-Chairman | |
_____________________________________ Name: Affonso Celso Pastore Director | |
_____________________________________ Name: Oscar de Paula Bernardes Neto Director | |
_____________________________________ Name: André Pinheiro de Lara Resende Director |
INDEX TO EXHIBITS
Exhibit | Exhibit | |
1 | Form of Deposit Agreement dated as of September 18, 1997, as amended and restated as of March 8, 1999, and as further amended and restated as of ____________, 2003, among Gerdau S.A., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. | |
2 | Previously filed. | |
4 | Previously filed. | |
5 | Certification under Rule 466. | |