U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A
Amendment No. 1 to Form 40-F
(Check One)
o | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
þ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2006 Commission file number: 333-101591
GERDAU AMERISTEEL CORPORATION
(Exact name of registrant as specified in its charter)
Canada | 3312 | 98-0429538 | ||
(Province or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number (if applicable)) | (I.R.S. Employer Identification Number) |
4221 West Boy Scout Boulevard, Suite 600
Tampa, Florida 33607
(813) 207-2300
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Tampa, Florida 33607
(813) 207-2300
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Robert E. Lewis
Vice President, General Counsel and Corporate Secretary
Gerdau Ameristeel Corporation
4221 West Boy Scout Boulevard, Suite 600
Tampa, Florida 33607
(813) 207-2322
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Vice President, General Counsel and Corporate Secretary
Gerdau Ameristeel Corporation
4221 West Boy Scout Boulevard, Suite 600
Tampa, Florida 33607
(813) 207-2322
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title Of Each Class | Name Of Exchange On Which Registered | |
Common Stock | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Senior Notes Due 2011
Senior Notes Due 2011
For annual reports, indicate by check mark the information filed with this Form:
þ Annual Information Form þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 305,276,603
Indicate by check mark whether the registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the registrant in connection with such rule.
Yes o No þ
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o
EXPLANATORY NOTE
Pursuant to this Amendment No. 1 to Gerdau Ameristeel Corporation’s (the “Company”) Annual Report on Form 40-F, the Company has revised the footnote presentation of historical financial information related to its subsidiary guarantors. This amendment revises financial statements as at and for the years ended December 31, 2006 and 2005. Revisions have also been made to the financial statements as at March 31, 2007 and for the three months ended March 31, 2007 and 2006, filed by the Company on Form 6-K today.
The revisions do not affect the Company’s consolidated financial position or consolidated results of operations for any of the affected periods, nor do the changes adversely impact its compliance with debt covenants or ratios. The revisions have been made in the condensed consolidating financial information regarding the Company, GUSAP Partners and the combined guarantors and the combined non-guarantors of the Company’s senior notes presented in the footnotes to the financial statements. This data is required under U.S. securities laws to be presented in the notes to the Company’s financial statements for so long as the senior notes are outstanding. The previously reported financial information did not reflect the investment in subsidiaries under the equity method. Additionally, a subsidiary which was a guarantor subsidiary was incorrectly classified as a non-guarantor subsidiary.
The revisions for the three and six months ended June 30, 2007 were reflected in the Company’s financial statements for the six months ended June 30, 2007, filed previously on Form 6-K dated August 8, 2007. The revised financial statements being filed revise the notes as at and for the years ended December 31, 2006 and 2005 (and, by separate filing on Form 6-K, as at March 31, 2007 and for the three months ended March 31, 2007 and 2006).
The Company has discussed the matters in this release with Deloitte & Touche LLP, its independent registered public accounting firm, and PricewaterhouseCoopers LLP, its former independent registered public accounting firm.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING.
The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40‑F arises; or transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS.
The Company has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the relevant registration statement.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 9, 2007.
GERDAU AMERISTEEL CORPORATION | ||||
By: | /s/ Mario Longhi | |||
Mario Longhi | ||||
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit | Description | |
1 | Revised Audited Consolidated Financial Statements for the fiscal year ended December 31, 2006 and 2005 and related notes and the auditors’ report thereon. | |
2 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 | |
3 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 | |
4 | Section 1350 Certification of Chief Executive Officer | |
5 | Section 1350 Certification of Chief Financial Officer | |
6 | Consent of PricewaterhouseCoopers LLP | |
7 | Report and Consent of Ernst & Young LLP |