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) November 8, 2004
GenCorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-01520 34-0244000
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California 95670
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(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:
|_| 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))
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 8, 2004 in which GenCorp
announced that it will offer $50 million of its convertible subordinated
debentures due 2024 in a private placement. The debentures will be convertible,
at the option of the holder upon the satisfaction of certain conditions, into
cash and the Company's common stock. The Company will also grant the initial
purchasers an option to purchase up to an additional $25 million aggregate
principal amount of debentures.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
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99.1 GenCorp Inc.'s press release dated November 8, 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
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Name: Mark A. Whitney
Title: Vice President, Law;
Deputy General Counsel
and Assistant Secretary
Dated: November 8, 2004
EXHIBIT INDEX
Exhibit Number Description
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99.1 GenCorp Inc.'s press release dated November 8, 2004.