TABLE OF CONTENTS
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)October 19, 2001
GenCorp Inc.
(Exact Name of Registrant as Specified in Charter)| | | | | |
| Ohio | | 1-01520 | | 34-0244000 |
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(State or Other Jurisdiction
of Incorporation) | | (Commission File
Number) | | IRS Employer
Identification No.) |
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| Highway 50 and Aerojet Road, Rancho Cordova, California | | 95670 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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| P.O. Box 537012, Sacramento, California | | 95853-7012 |
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| (Mailing Address) | | (Zip Code) |
Registrant’s telephone number, including area code(916) 355-4000
Item 2. Acquisition or Disposition of Assets
On October 19, 2001, GenCorp Inc.’s (GenCorp) aerospace and defense subsidiary, Aerojet-General Corporation (Aerojet), completed the sale of its Electronic and Information Systems (EIS) business unit to Northrop Grumman Corporation for $315 million in cash, subject to certain working capital adjustments as defined in the agreement. Included in the sale are EIS operations in Azusa, California and in Boulder and Colorado Springs, Colorado. The EIS business employs 1,234 people at these locations.
Following the sale, the seller, Aerojet, retains pre-closing environmental liabilities for the EIS business, but will continue to recover 88% of its environmental costs from the federal government. In addition, Aerojet will provide at least $49 million in cash and GenCorp will guarantee another $25 million toward remediation of the U.S. Environmental Protection Agency’s Baldwin Park Operable Unit in the San Gabriel Valley where the EIS Azusa facility is located.
Item 7. Financial Statements and Exhibits
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| b) | | Pro Forma Financial Information |
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| | | The unaudited pro forma combined consolidated financial statements of GenCorp Inc. are attached as exhibit 99.1 |
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| c) | | Exhibits: |
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| 2.1 | | Asset Purchase Agreement By and Between Aerojet-General Corporation and Northrop Grumman Systems Corporation dated April 19, 2001 |
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| 2.2 | | Amendment No. 1 to Asset Purchase Agreement By and Between Aerojet-General Corporation and Northrop Grumman Systems Corporation, dated September 19, 2001 |
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| 2.3 | | Amendment No. 2 to Asset Purchase Agreement By and Between Aerojet-General Corporation and Northrop Grumman Systems Corporation, dated October 19, 2001 |
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| 2.4 | | Amended and Restated Environmental Agreement By and Among Northrop Grumman Systems Corporation and Aerojet General Corporation, dated October 19, 2001 (Exhibit F to Asset Purchase Agreement By and Between Aerojet-General Corporation and Northrop Grumman Systems Corporation dated April 19, 2001) |
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| 2.5 | | Guaranty Agreement By GenCorp Inc. for the benefit of Northrop Grumman Systems Corporation (Exhibit H to Asset Purchase Agreement By and Between Aerojet General Corporation and Northrop Grumman Systems Corporation dated April 19, 2001) |
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| 99.1 | | Unaudited pro forma combined consolidated financial statements of GenCorp Inc. |
GenCorp agrees to supplementally furnish a copy of any of the following schedules to the Securities and Exchange Commission upon request.
| | | | Exhibits to the Asset Purchase Agreement By and Between Aerojet-General Corporation and Northrop Grumman Systems Corporation dated April 19, 2001, as amended |
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| Exhibit A | | Form of Grant Deed |
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| Exhibit B | | Form of Lease Agreement |
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| Exhibit C | | Form of Bill of Sale |
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| Exhibit D | | Form of Intellectual Property Assignments |
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| Exhibit E | | Form of Transition Services Agreement |
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| Exhibit I | | Form of Assumption Agreement |
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| Exhibit K | | Form of Intellectual Property License |
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| Exhibit L | | Form of Intellectual Property Sublicense |
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| Exhibit M | | Form of Collective Bargaining Novation Agreement |
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| Exhibit N | | Technology License Agreement |
SIGNATURE
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, thereunto duly authorized.
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| | | | | GENCORP INC. |
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| | | | By: /s/ Yasmin R. Seyal |
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| | | | Name: | Yasmin R. Seyal |
| | | | Title: | Senior Vice President, Finance and Acting Chief |
| | | | | Financial Officer |
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| Dated: | | November 5, 2001 | | |
