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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000911420-02-000231.txt : 20020904
<SEC-HEADER>0000911420-02-000231.hdr.sgml : 20020904
<ACCEPTANCE-DATETIME>20020904160713
ACCESSION NUMBER:		0000911420-02-000231
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020904
FILED AS OF DATE:		20020904

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GERDAU SA
		CENTRAL INDEX KEY:			0001073404
		STANDARD INDUSTRIAL CLASSIFICATION:	STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14878
		FILM NUMBER:		02756596

	BUSINESS ADDRESS:	
		STREET 1:		AV FARRAPOS 1811
		STREET 2:		PORTO ALEGRA
		CITY:			RIO GRANDE DO SOL BR
		STATE:			D5

	MAIL ADDRESS:	
		STREET 1:		AVENIDA ARRAPOS, 1811
		STREET 2:		POTE ALGRE, RIO GRANDE DO SUL
		CITY:			BRAZIL
		STATE:			D5
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>d837823.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>
- --------------------------------------------------------------------------------


                                    FORM 6-K
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                        REPORT OF FOREIGN PRIVATE ISSUER
                   PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE
                         SECURITIES EXCHANGE ACT OF 1934


                             dated September 4, 2002


                         Commission File Number 1-14878


                                   GERDAU S.A.
                    (Exact Name as Specified in its Charter)


                                       N/A
                                   -----------
                       (Translation of Registrant's Name)


                                Av. Farrapos 1811
             Porto Alegre, Rio Grande do Sul - Brazil CEP 90220-005
                    (Address of principal executive offices)


        Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.

        Form 20-F    X       Form 40-F
                   -----               -----

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ____

        Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ____

        Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

        Yes                  No  X
            ----                ------

        If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): Not applicable.

- --------------------------------------------------------------------------------


<PAGE>


                                   SIGNATURES

               Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused the Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


Date:  September 4, 2002

                              GERDAU S.A.




                              By:/s/ Osvaldo Burgos Schirmer
                                 --------------------------------------
                                 Name: Osvaldo Burgos Schirmer
                                 Title: Chief Financial Officer


<PAGE>


                                  EXHIBIT INDEX


Exhibit                      Description of Exhibit

1                            Press release of August 26, 2002 concerning
                             Co-Steel Due Diligence


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>e837687.txt
<DESCRIPTION>EXHIBIT 1 - PRESS RELEASE
<TEXT>
                                                                       Exhibit 1


           CO-STEEL AND GERDAU S.A. ANNOUNCE SUCCESSFUL COMPLETION OF
                                  DUE DILIGENCE


TORONTO, ONTARIO, AUGUST 26, 2002-- Co-Steel Inc. of Whitby, Ontario, (TSX:
CEI), and Gerdau S.A. of Rio de Janeiro, Brazil (NYSE: GGB) are pleased to
announce that:

o       Each party has satisfactorily completed physical due diligence of the
        other's assets to confirm the accuracy of the other party's
        representations and warranties;
o       September 23, 2002 has been set as the date for the special meeting of
        Co-Steel shareholders to be held to consider the transaction. At the
        meeting, Co-Steel Shareholders will also be asked to approve the change
        of the name of Co-Steel to Gerdau AmeriSteel Corporation;
o       The management information circular relating to the transaction has been
        mailed to shareholders and is available on Co-Steel's website at
        www.costeel.com or on the Canadian securities regulatory authorities'
        system for electronic filings at www.sedar.com and
o       The United States Federal Trade Commission has granted early termination
        of the Hart-Scott-Rodino Act waiting period and therefore the business
        combination is permitted to proceed thereunder. Canadian regulatory
        approvals are still pending.

The parties have also decided that Gerdau AmeriSteel's board of directors will
be composed of a majority of outside, independent directors. Eight current
Co-Steel directors, including seven independent directors, will remain on the
board with Gerdau S.A. appointing five new members. Jorge Gerdau Johannpeter,
Chairman of Gerdau S.A., will be the Chairman of the board of directors of
Gerdau AmeriSteel. Terry Newman, President and CEO of Co-Steel, will serve as
Vice Chairman of the board of directors. The remaining board members will be
from Co-Steel: Kenneth Harrigan, Joseph Heffernan, Michael Koemer, Robert
Korthals, J. Spencer Lanthier, Lionel Schipper and Michael Sopko; and from
Gerdau: Phillip Casey (who will also be the President and CEO), Frederico Gerdau
Johannpeter, Andre Bier Johannpeter and Gany Leach. As well, the audit and
compensation committees will be composed exclusively of outside, independent
directors. The new Board is committed to taking all necessary steps to ensure
compliance with current and evolving North American corporate governance
standards.

Jorge Gerdau Johannpeter, Chairman of Gerdau S.A., commented: "The professional
credentials and business reputations of the Gerdau AmeriSteel board of directors
will assure the independent governance and sound leadership of the new
enterprise. Gerdau AmeriSteel will be fortunate to have the exceptional depth of
international experience and proven standard of business conduct of these
directors. The composition of this distinguished board will provide invaluable
guidance towards the future growth and success of Gerdau AmeriSteel."

As a result of the transaction, Co-Steel shareholders will benefit from
economies of scale, product and geographic diversification, downstream
integration, cost savings from transaction synergies and strong sponsorship from
Gerdau S.A. In addition, shareholders will benefit from the combined entity's
strengthened balance sheet and improved financial outlook. EBITDA (adjusted for
non-recurring items) for Gerdau AmeriSteel for 2002 on a pro forma basis is
expected to be in the range of $310 million to $330 million and for 2003, EBITDA
(excluding synergies) is expected to be in the range of $415 million to $455
million. ("EBITDA" means


<PAGE>


earnings before interest, income taxes, depreciation and amortization, and is a
non-GAAP measure that may not be comparable to measures used by other
companies). Net earnings for Gerdau AmeriSteel for 2002 on a pro forma basis are
expected to be in the range of $45 million to $60 million ($0.23 to $0.30 per
share), and for 2003, net earnings after taking into account anticipated
synergies of $35 million are expected to be in the range of $158 million to $186
million ($0.80 to $0.94 per share). Based on analyst estimates of earnings per
share for Co-Steel of $0.10 per share for 2002 and $0.70 per share for 2003, the
transaction is expected to be accretive to Co-Steel's earnings on a pro forma
basis for 2002 and for 2003, by $0.13 to $0.20 per share in 2002 and by $0.10 to
$0.24 per share in 2003. All figures are in Canadian dollars.

Terry Newman, President and CEO of Co-Steel stated: `We are gratified by the
degree of cooperation among the prospective partners and the common focus on the
resolution of the complexities of this important transaction. The initial
timetable represented an aggressive target but the progress on administrative
tasks, regulatory approvals and physical due diligence has remained on schedule.
Based on the physical due diligence inspections of assets, both parties have
reaffirmed the potential economic value of this strategic alliance and are
committed to expediting a successful conclusion of the transaction."

The transaction is subject to closing conditions typical of a transaction of
this nature, including shareholder, lender and Canadian regulatory approvals.
The transaction is scheduled to close in early October 2002.

The transaction will combine complementary operating portfolios resulting in an
enhanced product mix and a sound growth platform for the North American steel
industry. Through a combined network of 11 mills with annual manufacturing
capacity in excess of 6.8 million tons of finished steel products, Gerdau
AmeriSteel will be able to strategically service long product customers
throughout eastern North America, resulting in improved operating efficiencies.
Gerdau AmeriSteel's minimills will be integrated with 29 downstream fabricating
and specialty product businesses, increasing profit margins and reducing the
volatility of earnings.

The expectations expressed in this press release are intended to provide
guidance about the financial outlook for Gerdau AmeriSteel but are based on
assumptions that could prove to be wrong and, accordingly, actual results may
differ materially from those expressed or implied by these forward-looking
statements. Factors that could cause actual results to differ materially from
expectations include, among other things, risks relating to completing the
transaction, and general economic and market factors, including demand for and
price of steel products, availability and costs of electricity, natural gas and
raw materials, government regulations and trade policies affecting steel imports
or exports in Canada aid the United States, and other factors discussed in the
management information circular sent to shareholders and filed with securities
regulatory authorities in connection with this transaction. Gerdau AmeriSteel
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy shares of Co-Steel or Gerdau S.A.


<PAGE>


FOR MORE INFORMATION PLEASE CONTACT:
Terry Newman                                      Philip E. Casey
President & CEO                                   President & CEO
Co-Steel                                          AmeriSteel
(905) 665-3707                                    (813) 207-2225

Lorie Waisberg                                    Tom Landa
Executive Vice President, Finance and             Chief Financial Officer
Administration                                    AmeriSteel
Co-Steel                                          (813) 207-2300
(905) 665-3708

                                                  Osvaldo Schirmer
                                                  Executive Vice President &
                                                     Chief Financial
                                                  Officer
                                                  Gerdau S.A.
                                                  55-51-3323-2108


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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