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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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) November 11, 2004
GenCorp Inc.
| Ohio | 1-01520 | 34-0244000 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| Highway 50 and Aerojet Road, Rancho Cordova, California | 95670 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code
916-355-4000
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:
[ ] 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 240.13a-4(c))
| SIGNATURE | ||||||||
| Exhibit 99.1 News Release | ||||||||
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Item 7.01. Regulation FD Disclosure
Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of the registrant’s press release issued on November 11, 2004 in which GenCorp announced that it has received a letter from investment fund Steel Partners II L.P., a stockholder of the Company, seeking to enter into negotiations to acquire all of the shares of the Company for $17 a share. The Company is meeting with its advisors to consider its response to the letter. The Company will publicly advise its stockholders of its response.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. | Description | |
| 99.1 | GenCorp Inc.’s press release dated November 11, 2004. |
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, hereunto duly authorized.
| GENCORP INC. | ||||
| By:/s/ Mark A. Whitney | ||||
| Name: | Mark A. Whitney | |||
| Title: | Vice President, Law; Deputy General Counsel and Assistant Secretary | |||
| Dated: November 12, 2004 | ||||