UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2015
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| (Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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2001 Aerojet Road, Rancho Cordova, California | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (916) 355-4000
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| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On March 5, 2015, GenCorp Inc. (the “Company”) issued a press release announcing an agreement by Aerojet Rocketdyne, Inc. and Easton Development Company, LLC, 100% subsidiaries of the Company, to sell approximately 703 acres of entitled land in Northern California. A copy of the press release is attached hereto as Exhibit 99.1.
The total potential purchase price for this land is $57.0 million which is comprised of $47.0 million cash and a $10.0 million seller promissory note. At the initial closing, the buyer will pay $41.3 million cash and the $10.0 million promissory note secured by a first Deed of Trust on a portion of the sale property. Approximately 150 acres of this land, including a 50 acre portion known as “Area 40,” will be held back from the initial closing. Upon receipt of regulatory approvals, a closing will take place for the sale of the developable portions of such holdback acreage for $5.7 million.
Area 40 is currently subject to EPA restrictions under a Partial Consent Decree with U.S. Environmental Protection Agency (“EPA”). Aerojet Rocketdyne, the Company’s subsidiary, is developing a final remediation plan which must be approved by the EPA and others prior to the use of the land.
If the mitigation plan does not allow for the development of the 47-acre community park site within the holdback acreage, other lands in Hillsborough have been identified as an “alternative park site.” If the City of Folsom accepts the dedication of this alternative site in lieu of the currently proposed site for “Community Park West,” then it will be deeded to the city and the $10.0 million seller promissory note will be reduced by $5.0 million.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| | 99.1 | Press release, dated March 5, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| March 5, 2015 | GENCORP INC. |
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| | By: | /s/ Kathleen E. Redd |
| | | Name: | |
| | | Title: | Vice President, Chief Financial Officer and Assistant Secretary |
