UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT
OF 1934
(AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
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[x] Preliminary Proxy Statement
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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[ ] Definitive Proxy Statement
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[ ] Definitive Additional Materials
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[ ] Soliciting Material Pursuant to Section 240.14a-12
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GENCORP INC.
(Name of Registrant as Specified In Its Charter)
PIRATE CAPITAL LLC
JOLLY ROGER FUND LP
JOLLY ROGER OFFSHORE FUND LTD
JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD
MINT MASTER FUND LTD.
THOMAS R. HUDSON JR.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[x] No fee required.
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was
determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee previously paid with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY COPY
SUBJECT TO COMPLETION
DATED FEBRUARY 21, 2006
ANNUAL MEETING OF SHAREHOLDERS
OF
GENCORP INC.
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PROXY STATEMENT
OF
PIRATE CAPITAL LLC
JOLLY ROGER FUND LP
JOLLY ROGER OFFSHORE FUND LTD
JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD
MINT MASTER FUND LTD
THOMAS R. HUDSON JR.
To Our Fellow GenCorp Inc. Shareholders:
This proxy statement and the enclosed GREEN proxy card are being
furnished to shareholders of GenCorp Inc. ("GenCorp " or the "Company") in
connection with the solicitation of proxies by Pirate Capital LLC ("Pirate
Capital"), Jolly Roger Fund LP ("Jolly Roger"), Mint Master Fund Ltd., Jolly
Roger Activist Portfolio Company LTD, Jolly Roger Offshore Fund LTD and Thomas
R. Hudson Jr. (collectively, "we" or "Pirate Capital Group"), to be used at the
2006 annual meeting of shareholders of GenCorp, including any adjournments or
postponements thereof and any meeting held in lieu thereof (the "2006 Annual
Meeting"). The 2006 Annual Meeting is scheduled to be held at __________ (local
time) on March ___, 2006, at __________. The principal executive offices of
GenCorp are located at Highway 50 and Aerojet Road, Rancho Cordova, California
95670. This proxy statement and the GREEN proxy card are first being furnished
to shareholders on or about February ___, 2006.
THIS SOLICITATION IS BEING MADE BY PIRATE CAPITAL GROUP AND NOT ON
BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD").
We are soliciting your proxy for the 2006 Annual Meeting in support of
the following proposals:
1. To elect three nominees, David A. Lorber, Todd R. Snyder and Robert
C. Woods (together, our "Nominees"), to the Board to serve as
directors;
2. To adopt a resolution previously submitted by Jolly Roger for
inclusion in the Company's proxy statement requesting that the Board
take the necessary steps to declassify the Board and have all
directors stand for election annually, beginning with the Company's
2007 annual meeting of shareholders; and
3. To adopt a resolution recommended by the Board and included in the
Company's proxy statement for the 2006 Annual Meeting ratifying the
Board's appointment of PricewaterhouseCoopers LLP as GenCorp's
independent auditors for fiscal 2006.
If we determine that any of our Nominees is unable or otherwise
unavailable to serve as a director, we reserve the right to nominate a
replacement candidate for election as a director. In any such case, the GREEN
proxy card will be voted for such substitute nominees.
GenCorp has disclosed that the record date for determining
shareholders entitled to notice of and to vote at the 2006 Annual Meeting is
February 6, 2006 (the "Record Date"). Shareholders of record at the close of
business on the Record Date will be entitled to vote at the 2006 Annual Meeting.
According to GenCorp's proxy statement for the 2006 Annual Meeting, as of the
Record Date there were __________ shares of common stock, $.10 par value per
share (the "Shares"), outstanding and entitled to vote at the 2006 Annual
Meeting. Pirate Capital Group is the beneficial owner of an aggregate of
4,674,200 Shares, which represents approximately 8.5% of the Shares outstanding.
As of the Record Date, Pirate Capital Group was the beneficial owner of an
aggregate of 4,489,800 Shares, which represented approximately 8.1% of the
Shares outstanding. Pirate Capital Group intends to vote such Shares FOR the
election of our Nominees and the other proposals described herein.
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PIRATE CAPITAL GROUP URGES YOU TO VOTE YOUR GREEN PROXY CARD FOR OUR
NOMINEES AND THE OTHER PROPOSALS DESCRIBED IN THIS PROXY STATEMENT.
WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. IF
YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PREVIOUSLY SIGNED PROXY BY
DELIVERING A LATER-DATED GREEN PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE,
OR BY DELIVERING A WRITTEN NOTICE OF REVOCATION TO PIRATE CAPITAL GROUP OR TO
THE SECRETARY OF THE COMPANY.
HOLDERS OF SHARES AS OF THE RECORD DATE ARE URGED TO SUBMIT A GREEN
PROXY CARD EVEN IF YOUR SHARES ARE SOLD AFTER THE RECORD DATE.
IF YOU PURCHASED SHARES AFTER THE RECORD DATE AND WISH TO VOTE THOSE
SHARES AT THE 2006 ANNUAL MEETING, YOU SHOULD OBTAIN A GREEN PROXY CARD FROM THE
SELLER OF THOSE SHARES.
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, BANK
NOMINEE OR OTHER INSTITUTION ON THE RECORD DATE, ONLY IT CAN VOTE THOSE SHARES
AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO EXECUTE AND
RETURN ON YOUR BEHALF THE GREEN PROXY CARD AS SOON AS POSSIBLE.
Pirate Capital Group has retained D.F. King & Co., Inc. ("D.F. King")
to assist in communicating with shareholders in connection with the proxy
solicitation and to assist in efforts to obtain proxies. If you have any
questions about executing your GREEN proxy or require assistance, please call:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Call Toll-Free: (888) 887-0082
Banks and Brokerage Firms Call Collect: (212) 269-5550
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REASONS FOR PIRATE CAPITAL GROUP'S SOLICITATION
Pirate Capital Group has been a long term investor of GenCorp, since
August 2004, and is currently the second largest shareholder, beneficially
owning approximately 8.5% of the outstanding Shares. We are asking for your vote
in order to elect our three Nominees, David A. Lorber, Todd R. Snyder and Robert
C. Woods, to the Board. Our fellow shareholders should know that our Nominees
will WORK FOR YOU if elected. Our Nominees are committed to closely monitoring
and promoting the accountability of senior management, advocating corporate
governance improvements and encouraging and overseeing efforts to maximize
shareholder value.
o Pirate Capital Group is concerned with the Company's poor
financial performance under the current management team since
Terry Hall became president and chief executive officer of
GenCorp in July 2002 and chairman of the board of directors in
December 2003. For example, the Company reported shareholders'
equity of $360 million for fiscal 2002, $428 million for fiscal
2003 and $141 million for fiscal 2004, dropping to a deficit of
$73 million for fiscal 2005. This represents a decrease in
shareholders' equity of over $430 million during the Terry Hall
regime, and of over $500 million from the peak in fiscal 2003.
During this same time period, the Company's bottom line plummeted
from net income of $30 million for fiscal 2002, to net income of
$22 million for fiscal 2003, to a net loss of $398 million for
fiscal 2004 and a net loss of $230 million for fiscal 2005.
o Pirate Capital Group believes that the Board should immediately
implement corporate governance reforms, including the annual
election of directors, elimination of the Company's poison pill
and separation of the role of chairman of the board of directors
from chief executive officer. This is why Jolly Roger previously
submitted its proposal to declassify the Board, which it viewed
as an appropriate first step toward improved corporate
governance. The Board's opposition to this proposal reflects the
incumbent directors' refusal to subject themselves to annual
accountability to shareholders.
o Pirate Capital Group is concerned with the Company's recent
history of failing to deliver shareholder value that measures up
even to the Company's own stated expectations. These
value-destroying initiatives include the following:
o In the second quarter of fiscal 2004, the Company announced
its intention to sell its GDX Automotive business unit and,
in connection with the proposed sale, wrote down the value
of the related assets by $261 million. In the third quarter
of fiscal 2004, the Company announced that it had sold this
division for $147 million and, in connection with the sale,
took an additional $18 million write-down.
o In the third quarter of fiscal 2004, the Company announced
its intention to sell its Aerojet Fine Chemicals business
unit and classified the business unit as a discontinued
operation. Management indicated that investors should expect
a sales price of approximately $120 million to $150 million
(eight to ten times the business unit's $15 million of
earnings before interest, income taxes, depreciation and
amortization). On July 13, 2005, the Company announced that
it would sell this business unit for $119 million.
Ultimately, after the deal was changed in October 2005, the
Company announced the sale of this business unit for $114
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million, and recorded a $28 million loss on the sale
including the write-off of a $25 million note received in
the transaction. To make matters worse, the Company spent
$34 million on this business unit after classifying it as a
discontinued operation and before the sale.
Pirate Capital Group believes that it is time for shareholders to have
representation in the boardroom to promote the accountability of senior
management, advocate corporate governance improvements and encourage and oversee
efforts to maximize shareholder value. Pirate Capital Group's Nominees have
significant real estate, operational and financial backgrounds and are well
suited to work with and monitor GenCorp and its management. We believe that,
given their strong backgrounds, our Nominees will bring valuable insights to the
Company that will help facilitate potential strategic transactions and enhance
the long term value of GenCorp. If elected to the Board, the Pirate Capital
Group nominees will not accept the status quo. OUR NOMINEES ARE COMMITTED TO
WORKING FOR SHAREHOLDERS TO ENSURE THAT GENCORP HAS A COMPETENT MANAGEMENT TEAM,
MODERN CORPORATE GOVERNANCE, AND THAT ALL APPROPRIATE OPTIONS ARE EXPLORED TO
MAXIMIZE SHAREHOLDER VALUE.
BACKGROUND TO THE SOLICITATION
Pirate Capital Group has been a long term investor in GenCorp since
August 2004 and is currently the beneficial owner of 4,674,200 Shares,
representing approximately 8.5% of the issued and outstanding Shares. The
following is a chronology of events leading up to this proxy solicitation:
o On November 13, 2004, Pirate Capital delivered a letter to the
Board expressing its concern with certain of the Company's
announced financing initiatives and asked the Board to reform the
corporate governance policies of the Company.
o On October 28, 2005, Jolly Roger sent a letter to GenCorp
pursuant to Rule 14A-8 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), setting forth its shareholder
proposal to declassify the Board. The shareholder proposal is
included in GenCorp's 2006 proxy materials and in this proxy
statement under Proposal No. 2.
o On January 13, 2006, Jolly Roger, in accordance with the
purported requirement set forth in GenCorp's proxy statement for
its 2005 annual meeting of shareholders, delivered notice of its
intent to nominate David A. Lorber, Todd R. Snyder and Robert C.
Woods for election as directors at the 2006 Annual Meeting.
Pirate Capital Group believes that Jolly Roger has fully complied
with any applicable advance notice requirements and that no
additional information is required for Jolly Roger to proceed
with the nomination of our Nominees, or for Pirate Capital Group
to proceed with the solicitation of proxies in furtherance of the
election of our Nominees and the approval of the other two
proposals.
o On or around January 26, 2006, Pirate Capital received a letter
from GenCorp stating that GenCorp plans to oppose the
shareholder proposal to declassify the Board.
o On January 27, 2006, Jolly Roger delivered a letter to GenCorp
demanding the right, pursuant to Ohio law, to review a complete
list of GenCorp's shareholders and other related corporate
records, and obtain a copy thereof, in order to allow Pirate
Capital Group to communicate with GenCorp's shareholders on
matters relating to their interest as shareholders and to
facilitate this proxy solicitation.
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During this time, representatives of Pirate Capital Group had discussions from
time to time with representatives of the Company regarding matters of board
composition, corporate governance and strategic direction, but were unable to
reach any resolutions.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board is currently composed of ten directors divided into three
classes serving staggered three-year terms. Pirate Capital Group understands
that the term of the following directors of the Board - J. Gary Cooper, Steven
G. Rothmeier and R. Franklin Balotti - expires at the 2006 Annual Meeting.
Pirate Capital Group understands that the Board has nominated these incumbent
directors for re-election at the 2006 Annual Meeting. Pirate Capital Group is
seeking your support at the 2006 Annual Meeting to elect our Nominees, David A.
Lorber, Todd R. Snyder and Robert C. Woods, in opposition to GenCorp's slate of
nominees.
REASONS WHY PIRATE CAPITAL GROUP IS CHALLENGING THE INCUMBENT DIRECTORS
Pirate Capital Group has been a long term investor of GenCorp, since
August 2004, and is currently the second largest shareholder, beneficially
owning approximately 8.5% of the outstanding Shares. As such, we believe that
OUR INTERESTS AS SHAREHOLDERS ARE CLOSELY ALIGNED WITH YOURS.
Electing our Nominees would give shareholders a true voice in the
boardroom. Pirate Capital Group, as the second largest shareholder of GenCorp,
has a vested financial interest in seeing that shareholder value is maximized.
Unlike your current Board, which does not have a substantial ownership stake in
the Company, WE ARE A SIGNIFICANT SHAREHOLDER AND, IF ELECTED, OUR NOMINEES WILL
WORK FOR MANAGEMENT ACCOUNTABILITY, CORPORATE GOVERNANCE REFORM AND MAXIMIZATION
OF VALUE FOR ALL SHAREHOLDERS.
There can be no assurance that the actions our Nominees intend to take
as described in this proxy statement will be implemented if they are elected or
that the election of our Nominees will improve the Company's corporate
governance or otherwise enhance shareholder value. The election of our
Nominees does not constitute a vote in favor of our corporate governance goals
for GenCorp. Your vote to elect our Nominees will have the legal effect of
replacing three incumbent directors of the Company with our Nominees.
If elected to the Board, our Nominees will constitute a minority of the
current ten members of the Board. Under the Company's Amended Bylaws, a majority
of the Board constitutes a quorum for the transaction of business, and the act
of a majority of the Board present at a Board meeting at which a quorum is
present shall be the act of the Board. Accordingly, our Nominees, if elected,
would not be able to take Board action at a meeting of the full Board without
the support of at least three other directors. If elected, our Nominees will
advocate management accountability, corporate governance reform and maximization
of value for all shareholders.
PIRATE CAPITAL GROUP'S NOMINEES
The following information sets forth the name, age, business address,
present principal occupation and employment and material occupations, positions,
offices or employments for the past five years of each of Pirate Capital Group's
three Nominees.
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David A. Lorber, 27. Mr. Lorber has been a Director and Senior
Investment Analyst at Pirate Capital since October 2003. Prior to joining Pirate
Capital, Mr. Lorber was an Analyst at Vantis Capital Management LLC, a money
management firm and hedge fund, from September, 2001 to May, 2003. Prior to
that, Mr. Lorber held an Associate position at Cushman & Wakefield, Inc. Mr.
Lorber earned his B.S. from Skidmore College in 2000. The principal business
address of Mr. Lorber is 200 Connecticut Avenue, 4th Floor, Norwalk, Connecticut
06854.
Todd R. Snyder, 43. Mr. Snyder has been a Managing Director of
Rothschild Inc., an international investment banking and financial advisory
firm, since March, 2000. Before joining Rothschild, Mr. Snyder was a Managing
Director and earlier held other positions in the Restructuring and
Reorganization group at Peter J. Solomon Company. Prior to joining Peter J.
Solomon Company, Mr. Snyder was a Managing Director at KPMG Peat Marwick in the
Corporate Recovery group. Prior to his move to investment banking, Mr. Snyder
practiced law in the Business Reorganization department of Weil, Gotshal &
Manges. Mr. Snyder graduated with honors from Wesleyan University and received a
Juris Doctor from the University of Pennsylvania Law School. Mr. Snyder's
principal business address is 1251 Avenue of the Americas, 51st floor, New York,
New York 10020.
Robert C. Woods, 54. Mr. Woods has been an Investment Banker at
Cornerstone Capital Advisors, a real estate investment bank, since 1987. From
1983 to the present, Mr. Woods has also been a real estate developer for
Palladian Partners, a real estate development company. At both Cornerstone and
Palladian, Mr. Woods' experience includes developing and financing master
planned communities. From 1980 to 1983 he was a Project Manager and Vice
President of Development for Hines Interests LLC, a real estate development
company, and from 1979 to 1980 Mr. Woods was a Project Manager for Trammell
Crow, a real estate development company. Mr. Woods was also a consulting
professor of real estate finance at Stanford University from 2000 to 2005. Mr.
Woods holds an MBA from the College of William and Mary and other advanced
degrees from Stanford University, and is a Chartered Financial Analyst. Mr.
Woods' principal business address is 27900 Altamont Circle, Los Altos Hills,
California 94022. Pirate Capital Group believes that Mr. Woods qualifies as an
"audit committee financial expert" as defined in Item 401(h) of Regulation S-K.
For additional information regarding our Nominees, please see Appendix
I to this proxy statement. The information above and in Appendix I has been
furnished to Pirate Capital Group by our Nominees.
Our Nominees will not receive any compensation from Pirate Capital
Group for their service as directors of the Company if elected. If elected, our
Nominees will be entitled to such compensation from the Company as is consistent
with the Company's past practice for non-employee directors, which is described
in the Company's proxy statement in connection with the 2006 Annual Meeting.
Except as disclosed in this proxy statement (including the Appendix
attached hereto), none of our Nominees, Pirate Capital Group or any of their
affiliates or associates has any substantial interest, direct or indirect, by
security holdings or otherwise, in any matter to be acted upon at the 2006
Annual Meeting.
Pirate Capital Group does not expect that any of our Nominees will be
unable to stand for election, but, in the event that any of them is unable to
serve or for good cause will not serve, the Shares represented by the enclosed
GREEN proxy card will be voted for substitute nominees of Pirate Capital Group.
Pirate Capital Group reserves the right to nominate substitute or additional
persons as nominees for any reason, including in the event that (1) the Board is
expanded beyond its current size and/or (2) any of our Nominees is unable for
any reason, including by reason of the taking or announcement of any action by
the Company that has, or if consummated would have, the effect of disqualifying
any such Nominee to serve as a director.
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AGREEMENTS WITH NOMINEES
Pirate Capital Group has entered into a letter agreement (the "Nominee
Agreement") with each Nominee with respect to his seeking election as a director
of GenCorp at the 2006 Annual Meeting. The Nominee Agreement provides, among
other things, as follows:
o Each Nominee has acknowledged that he has agreed to stand for
election as a director of GenCorp in connection with this proxy
solicitation and to serve as a director of the Company if
elected.
o Pirate Capital Group has agreed, subject to its right to seek
reimbursement from the Company, to pay all costs of this proxy
solicitation.
o Pirate Capital Group has agreed, subject to limited exceptions,
to indemnify and hold each Nominee harmless from and against any
and all losses, claims, damages, penalties, judgments, awards,
liabilities, costs, expenses and disbursements incurred in
connection with such Nominee serving as a candidate for election
to the Board.
WE URGE YOU TO VOTE FOR THE ELECTION OF DAVID A. LORBER, TODD R. SNYDER
AND ROBERT C. WOODS.
PROPOSAL NO. 2
ELIMINATE CLASSIFICATION OF THE BOARD
On October 28, 2005, Jolly Roger delivered a letter to the Company
submitting a proposal for inclusion in the Company's proxy statement at the 2006
Annual Meeting pursuant to Rule 14a-8 of the Exchange Act. The proposal requests
that the Board take the steps necessary to eliminate the classification of the
Board and to require that all directors stand for election annually. GenCorp's
Articles of Incorporation currently provide that the Board be divided into three
classes having staggered three-year terms.
In accordance with Rule 14a-8, Jolly Roger submitted to the Company the
following resolution and supporting statement that the Company is also required
to include in its proxy statement for approval at the 2006 Annual Meeting:
RESOLUTION
BE IT RESOLVED, that the shareholders of the Company hereby request
that the Board of Directors take the necessary steps to declassify the Board of
Directors so that all directors are elected on an annual basis, beginning at the
2007 annual meeting.
SUPPORTING STATEMENT
Jolly Roger believes that the annual election of all directors
encourages board accountability to its shareholder constituents. Currently, the
Board of Directors of GenCorp Inc. is divided into three classes serving
staggered three-year terms. It is our belief that the classification of the
Board of Directors is not in the best interest of all shareholders because a
classified board protects the incumbency of the Board of Directors, which in
turn dilutes the voice of shareholders and limits board accountability to
shareholders. In the current corporate governance environment, investors,
interest groups and regulators have shed a new light on the importance of sound
corporate governance policies. The elimination of classified boards
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is one step toward improved corporate governance at GenCorp. The elimination of
the staggered board would require each director to stand for election annually.
We believe that such annual accountability would serve to keep directors closely
focused on performance and in maximizing shareholder value.
For a greater voice in the corporate governance of GenCorp, board
accountability, and the annual election of our Board of Directors we ask
shareholders to vote YES on this proposal.
WE URGE YOU TO VOTE FOR JOLLY ROGER'S RESOLUTION RECOMMENDING THAT THE
GENCORP BOARD TAKE THE NECESSARY STEPS TO DECLASSIFY THE BOARD.
By letter dated January 26, 2006, the Company informed Jolly Roger that
it intends to oppose this corporate governance proposal.
The proposed resolution is non-binding on the Board, even if approved
by shareholders. While not binding on the Board, Pirate Capital Group believes
that the adoption of this resolution would send a clear message to the Board
that shareholders are in favor of eliminating the classified board and providing
for annual election of all members of the Board. In order to implement this
proposal, the Board must pass a resolution to amend the Company's Articles of
Incorporation, and then must submit the matter to shareholders for adoption as a
binding proposal at a duly called annual or special meeting of shareholders.
PROPOSAL NO. 3
RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
According to the Company's proxy statement, the Company is soliciting
proxies to ratify the Board's appointment of PricewaterhouseCoopers LLP as
GenCorp's independent auditors for fiscal 2006. Please refer to the Company's
proxy statement for a detailed discussion of this proposal. Pirate Capital Group
does not object to the ratification of the Board's appointment of
PricewaterhouseCoopers LLP as GenCorp's independent auditors.
PARTICIPANTS IN SOLICITATION OF PROXIES
In addition to our Nominees, members of Pirate Capital Group may be
deemed to be "participants" in this proxy solicitation as such term is defined
in Schedule 14A promulgated under the Exchange Act.
Jolly Roger, a Delaware limited partnership and an investment fund, is
the record owner of 100 Shares, and a beneficial owner of an additional 793,400
Shares. Pirate Capital, a Delaware limited liability company whose principal
business is providing investment management services, is the general partner of
Jolly Roger. Thomas R. Hudson Jr., a United States citizen, is the Managing
Member of Pirate Capital. Pirate Capital is also the investment advisor to, and
Mr. Hudson is a director of, Jolly Roger Offshore Fund LTD, a British Virgin
Islands company and an investment fund, and Jolly Roger Activist Portfolio
Company LTD, a Cayman Islands exempted company and an investment fund, which are
the beneficial owners, respectively, of 2,731,900 and 1,053,100 Shares. Pirate
Capital is also the investment advisor to Mint Master Fund Ltd., a British
Virgin Islands private fund and an investment fund, which is the beneficial
owner of 95,700 Shares. Pirate Capital and Mr. Hudson, as the managing member of
Pirate Capital, are considered to be the beneficial owners of the 4,674,200
Shares that are collectively owned by these investment funds. The principal
business address for Pirate Capital Group is 200 Connecticut Avenue, 4th Floor,
Norwalk, Connecticut 06854.
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All transactions in the securities of GenCorp effected within the past
two years by the Participants are contained in Appendix I to this proxy
statement. For additional information regarding the Participants, please see
Additional Participant Information.
Pirate Capital Group has retained D.F. King to serve as an advisor and
to provide consulting and analytic services and solicitation services in
connection with this proxy solicitation. D.F. King is a proxy service company.
It mails documents to shareholders, responds to shareholder questions and
solicits shareholder votes for many companies. Pirate Capital Group anticipates
that certain of its and D.F. King's employees may communicate by mail, courier
services, Internet, advertising, telephone, facsimile or in person with
institutions, brokers or other persons that are shareholders of the Company for
the purpose of assisting in the solicitation of proxies. D.F. King does not
believe that any of its directors, officers, employees, affiliates or
controlling persons, if any, is a "participant" in this proxy solicitation or
that Schedule 14A requires the disclosure of certain information concerning D.F.
King. The business address of D.F. King is 48 Wall Street, 22nd Floor, New York,
New York 10005.
OTHER MATTERS TO BE CONSIDERED AT THE 2006 ANNUAL MEETING
Other than the proposals addressed in this proxy statement, Pirate
Capital Group is unaware of any other matters to be considered at the 2006
Annual Meeting. Should other matters that Pirate Capital Group is not aware of a
reasonable period of time before this solicitation be brought before the 2006
Annual Meeting, the persons named as proxies on the enclosed GREEN proxy card
will vote on such matters in their discretion.
PROXY INFORMATION
The enclosed GREEN proxy card may be executed only by holders of record
of Shares on the Record Date. If you were a shareholder of record on the Record
Date, you will retain your voting rights at the 2006 Annual Meeting even if you
sell your Shares after the Record Date. Accordingly, it is important that you
vote the Shares held by you on the Record Date, or grant a proxy to vote your
Shares on the GREEN proxy card, even if you sell your Shares after the Record
Date.
The Shares represented by each GREEN proxy card that is properly
executed and returned to Pirate Capital Group will be voted at the 2006 Annual
Meeting in accordance with the instructions marked thereon, and will be voted in
the discretion of the persons names as proxies on whatever other matters may
properly come before the 2006 Annual Meeting. Executed but unmarked GREEN
proxies will be voted FOR the election of our Nominees as directors and FOR the
approval of the other proposals set forth in this proxy statement.
If you hold your Shares in the name of one or more brokerage firms,
banks or nominees, only they can vote your Shares and only upon receipt of your
specific instructions. Accordingly, you should contact the person responsible
for your account and give instructions for a GREEN proxy card representing your
Shares to be signed and returned. Pirate Capital Group urges you to confirm in
writing your instructions to the person responsible for your account and to
provide a copy of those instructions to us at Pirate Capital Group c/o D.F. King
& Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, so that we
will be aware of all instructions given and can attempt to ensure that those
instructions are followed.
REVOCATION OF PROXIES
Any shareholder who has mailed a [WHITE] proxy card to the Company may
revoke it before it is voted by mailing a duly executed GREEN proxy card to
Pirate Capital Group c/o D.F. King & Co.,
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Inc., 48 Wall Street, 22nd Floor, New York, New York 10005, bearing a date LATER
than the [WHITE] proxy card delivered to the Company prior to its exercise.
Proxies may also be revoked at any time prior to exercise by: (i) attending the
2006 Annual Meeting and voting in person (although attendance at the 2006 Annual
Meeting will not in and of itself constitute revocation of a proxy) or (ii)
delivering written notice of revocation. The revocation may be delivered either
to Pirate Capital Group c/o D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor,
New York, New York 10005, or to the corporate secretary of the Company at P.O.
Box 537012, Sacramento, California 95853-7012, or any other address provided by
the Company. Although a revocation is effective if delivered to the Company,
Pirate Capital Group requests that either the original or a copy of any
revocation be mailed to Pirate Capital Group c/o D.F. King & Co., Inc., 48 Wall
Street, 22nd Floor, New York, New York 10005, so that Pirate Capital Group will
be aware of all revocations and can more accurately determine if and when the
requisite proxies for the election of our Nominees as directors and the other
proposals set forth herein have been received. Pirate Capital Group may contact
shareholders who have revoked their proxies.
IF YOU PREVIOUSLY EXECUTED AND RETURNED A PROXY CARD TO THE COMPANY,
PIRATE CAPITAL GROUP URGES YOU TO REVOKE IT BY SIGNING, DATING AND MAILING THE
GREEN PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING
WITHIN THE UNITED STATES.
QUORUM AND VOTING
Based on the Company's proxy statement for the 2006 Annual Meeting,
there were __________ Shares outstanding and entitled to vote on the Record
Date. Only shareholders of record at the close of business on the Record Date
will be entitled to vote at the 2006 Annual Meeting. Shareholders of the Company
will not have rights of appraisal or similar dissenter's rights with respect to
any matter to be acted upon at the 2006 Annual Meeting.
The presence, in person or by proxy, of holders of Shares representing
a majority of the votes entitled to be cast at the 2006 Annual Meeting will
constitute a quorum. Abstentions and broker non-votes will be counted as present
for purposes of determining whether a quorum is present at the 2006 meeting.
Assuming a quorum is present or otherwise represented at the 2006 Annual
Meeting, the election of our Nominees requires the affirmative vote of a
plurality of the Shares represented and entitled to vote at the 2006 Annual
Meeting. Assuming a quorum is present or otherwise represented at the 2006
Annual Meeting, each of the other proposals set forth in this proxy statement
will be approved if shareholders representing a greater number of Shares vote in
favor of the applicable proposal than against it. Abstentions and broker
non-votes will not be taken into account in determining the outcome of the
election, the vote to declassify the Board or the vote on the ratification of
the appointment of the independent auditors. Abstentions and broker non-votes
will have not effect on these proposals since such actions do not represent
votes cast on these proposals. Your vote is extremely important. We urge you to
mark, sign, date and return the enclosed GREEN proxy card to vote FOR the other
proposals set forth thereon.
As indicated above, Jolly Roger's proposal to declassify the Board
constitutes a non-binding recommendation by the Company's shareholders to the
Board. Thus, even if the shareholders adopt the resolution, the Board would not
be required to take the recommended action and there can be no assurance that
the Board will consider the proposal.
COST AND METHOD OF SOLICITATION
Pirate Capital Group has retained D.F. King to serve as an advisor and
to provide consulting and analytic services and solicitation services in
connection with this proxy solicitation. For these services,
-10-
D.F. King is to receive a fee of up to approximately $75,000, plus reimbursement
for its reasonable out-of-pocket expenses. Pirate Capital Group has agreed to
indemnify D.F. King against certain liabilities and expenses, including certain
liabilities under the federal securities laws. Proxies may be solicited by mail,
courier services, Internet, advertising, telephone, facsimile or in person. It
is anticipated that D.F. King will employ approximately 50 people to solicit
proxies from shareholders for the 2006 Annual Meeting. In addition, it is
anticipated that certain employees of Pirate Capital Group would participate in
the solicitation of proxies in support of the nomination. The business address
of each D.F. King or Pirate Capital Group employee would be the same as that of
his or her respective employer. Although no precise estimate can be made at the
present time, the total expenditures in furtherance of, or in connection with,
the solicitation of shareholders is estimated to be $__________ in total. As of
the date hereof, Pirate Capital has incurred approximately $__________ of
solicitation expenses.
Costs related to this solicitation of proxies, including expenditures
for attorneys, accountants, public relations and financial advisors, proxy
solicitors, advertising, printing, transportation and related expenses will be
borne by Pirate Capital Group. To the extent legally permissible, Pirate Capital
Group will seek reimbursement from the Company for those expenses if the any of
our Nominees is elected or if Jolly Roger's corporate governance proposal is
approved. Pirate Capital Group does not currently intend to submit the question
of such reimbursement to a vote of the shareholders.
ADDITIONAL INFORMATION
Certain information regarding the compensation of directors and
executive officers, the securities of the Company held by the Company's
directors, nominees, management and 5% shareholders and certain other matters
regarding the Company's officers and directors is required to be contained in
the Company's proxy statement. Certain other information regarding the 2006
Annual Meeting, as well as procedures for submitting proposals for consideration
at the 2007 annual meeting of shareholders, is also required to be contained in
the Company's proxy statement. Accordingly, reference is made to the Company's
proxy statement for such information. Pirate Capital Group does not make any
representation as to the accuracy or completeness of the information contained
in the Company's proxy statement.
Pirate Capital Group has filed with the Securities and Exchange
Commission (the "SEC") a statement on Schedule 13D, which contains information
in addition to that furnished herein. The Schedule 13D, including amendments
thereto, may be inspected at, and copies may be obtained from, the public
reference facilities maintained at the SEC at 100 F Street, N.E., Washington, DC
20549. Copies of such material can be obtained upon written request addressed to
the SEC, Public Reference Section, 100 F Street, N.E., Washington, DC 20549, at
prescribed rates. You may obtain information on the operation of the SEC's
Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also
maintains a web site on the Internet (http://www.sec.gov) where reports, proxy
and information statements and other information regarding issuers that file
electronically with the SEC may be obtained free of charge.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE, PLEASE CALL:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Call Toll-Free: (888) 887-0082
Banks and Brokerage Firms Call Collect: (212) 269-5550
-11-
ADDITIONAL PARTICIPANT INFORMATION
Except as set forth in this proxy statement or in the Appendix attached
hereto, to the best knowledge of Pirate Capital Group:
(i) no Participant owns any securities of the Company or any
parent or subsidiary of the Company, directly or indirectly,
beneficially or of record, or has purchased or sold any securities of
the Company within the past two years, and none of their associates
beneficially owns, directly or indirectly, any securities of the
Company;
(ii) no Participant has borrowed or otherwise obtained any
funds for the purpose of acquiring or holding any securities of the
Company;
(iii) no Participant or any associate of any Participant has
any arrangement or understanding with any person (a) with respect to
any future employment by the Company or its affiliates or (b) with
respect to future transactions to which the Company or any of its
affiliates will or may be a party;
(iv) no Participant or any associate of any Participant has
engaged in or had a direct or indirect material interest in any
transaction, or series of similar transactions, since the beginning of
the Company's last fiscal year, or any currently proposed transaction,
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000;
(v) no Participant is, or was within the past year, a party to
any contract, arrangement or understanding with any person with respect
to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits or
the giving or withholding of proxies;
(vi) no Participant has any arrangement or understanding with
any person pursuant to which a nominee for director is proposed to be
elected;
(vii) none of the corporations or organizations in which any
of the Participants is conducting or has conducted his principal
occupation or employment during the past five years is a parent,
subsidiary or other affiliate of the Company;
(viii) there is no family relationship (as defined in Section
401(d) of Regulation S-K) between any of our Nominees and (a) any other
Nominee or (b) any director of the Company, executive officer of the
Company or person nominated by the Company to become a director or
executive officer;
(ix) there is no event that occurred during the past five
years with respect to any of our Nominees required to be described
under Item 401(f) of Regulation S-K;
(x) there are no relationships involving any of our Nominees
or any of their associates that would have required disclosure under
Item 402(j) of Regulation S-K had our Nominees been directors of the
Company;
-12-
(xi) no Nominee or any associate of a Nominee is a party
adverse to the Company or any of its subsidiaries or has a material
interest adverse to the Company or any of its subsidiaries in any
material proceeding;
(xii) no Nominee has any business relationship that is
required to be disclosed pursuant to Item 404(b) of Regulation S-K;
(xiii) no Participant or any associate of a Participant has,
since the beginning of the Company's last fiscal year, been indebted to
the Company or any of its subsidiaries in an amount in excess of
$60,000;
(xiv) no Nominee has ever served on the Board or been employed
by the Company, and no Nominee or any associate of any Nominee has
received any cash compensation, cash bonuses, deferred compensation,
compensation pursuant to other plans or other compensation from, or
related to, services rendered on behalf of the Company, or is subject
to any arrangement described in Item 402 of Regulation S-K;
(xv) no Participant has any substantial interest, direct or
indirect, in any matter to be acted upon proposed in this proxy
statement aside from its interest as a shareholder of the Company; and
(xvi) no Participant has, during the past 10 years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
For the purposes of the foregoing, the term "associates" shall have the
meaning as that term is defined in Rule 14a-1 of Regulation 14A under the
Exchange Act.
-13-
APPENDIX I
SHARES OF COMMON STOCK OF THE COMPANY BOUGHT OR SOLD BY THE PARTICIPANTS IN THE
LAST TWO YEARS
Set forth below are the dates and amounts of each Participant's
purchases and sales of Company common stock within the past two years. David A.
Lorber, Todd R. Snyder and Roger C. Woods have not purchased or sold any Company
common stock within the past two years. None of the Participants have purchased
or sold any other securities of the Company within the past two years.
JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD
TRADE DATE QUANTITY
---------- --------
2006-01-04 100,000
2006-01-05 159,000
2006-01-06 235,900
2006-01-09 85,300
2006-01-30 200,000
2006-01-31 263,200
2006-02-01 9,700
JOLLY ROGER FUND LP
TRADE DATE QUANTITY
---------- --------
2004-08-30 500
2004-09-02 13,000
2004-09-17 10,000
2004-09-20 30,000
2004-09-23 21,500
2004-09-30 5,000
2004-10-05 18,700
2004-10-06 5,400
2004-10-07 20,000
2004-10-08 30,900
2004-10-12 25,000
2004-10-20 35,700
2004-10-21 7,700
2004-10-22 50,000
2004-10-25 25,000
2004-10-29 10,000
2004-11-02 5,000
2004-11-03 75,000
2004-11-04 26,100
2004-11-05 17,700
2004-12-13 25,000
2004-12-14 5,000
2005-01-11 25,000
2005-04-07 (48,100)
2005-09-22 1,000
2005-10-10 7,500
2005-12-07 20,000
2006-01-23 29,700
2006-02-02 111,800
2006-02-09 114,300
2006-02-17 70,100
JOLLY ROGER OFFSHORE FUND LTD
TRADE DATE QUANTITY
---------- --------
2004-08-30 500
2004-09-02 16,200
2004-09-17 15,000
2004-09-20 50,000
2004-09-23 7,000
2004-09-27 10,000
2004-09-28 6,000
2004-09-29 16,200
2004-09-30 13,000
TRADE DATE QUANTITY
---------- --------
2004-10-05 25,000
2004-10-06 15,700
2004-10-07 41,000
2004-10-11 45,900
2004-10-13 35,000
2004-10-14 1,800
2004-10-19 15,000
2004-10-20 28,200
2004-10-21 31,800
2004-10-22 47,000
2004-10-25 25,000
2004-10-26 20,800
2004-11-01 7,100
2004-11-02 75,000
2004-11-03 125,000
2004-11-05 10,000
2004-12-02 500
2004-12-06 60,000
2004-12-07 52,900
2004-12-09 30,000
2004-12-10 35,000
2004-12-14 8,000
2005-01-11 50,000
2005-03-31 75,000
2005-04-07 53,000
2005-04-19 6,000
2005-04-20 15,000
2005-04-25 5,000
2005-04-26 8,000
2005-04-27 19,500
2005-04-28 5,000
2005-04-29 75,100
2005-05-02 35,000
2005-05-03 1,300
2005-05-04 25,000
2005-05-05 5,000
2005-05-10 30,000
2005-05-12 40,000
2005-05-26 500
2005-05-31 10,100
2005-06-01 56,000
2005-06-21 19,000
2005-07-06 64,400
2005-07-07 194,900
2005-08-05 10,700
2005-08-12 15,000
2005-08-19 9,000
2005-08-23 200
2005-08-24 7,000
2005-08-25 400
2005-08-26 1,400
2005-08-31 4,700
2005-09-22 4,000
2005-09-29 10,000
2005-10-25 1,100
2005-10-27 6,900
2005-10-31 10,000
2005-11-08 1,100
2005-11-14 10,000
2005-11-16 47,600
2005-11-17 4,800
2005-11-18 61,200
2005-11-21 50,000
2005-11-23 16,500
2005-11-29 49,300
2005-11-30 15,300
2005-12-02 46,600
2005-12-05 30,500
2005-12-06 25,000
2005-12-07 80,000
TRADE DATE QUANTITY
---------- --------
2005-12-08 47,800
2005-12-09 2,200
2005-12-12 6,800
2005-12-13 38,100
2005-12-14 128,200
2005-12-15 40,500
2005-12-19 46,400
2005-12-20 5,900
2005-12-22 13,100
2005-12-27 25,000
2005-12-28 400
2005-12-29 35,500
2005-12-30 32,000
2006-01-03 53,700
2006-01-18 56,400
2006-01-19 19,200
MINT MASTER FUND LTD.
TRADE DATE QUANTITY
---------- --------
2004-09-29 5,000
2004-10-15 30,700
2004-10-20 10,000
2004-11-16 100,000
2005-03-17 (50,000)
IMPORTANT
Please review this proxy statement and the enclosed materials carefully. YOUR
VOTE IS VERY IMPORTANT, no matter how many or how few shares you own.
1. If your shares are registered in your own name, please sign, date and
mail the enclosed GREEN proxy card to D.F. King & Co., Inc., in the
postage-paid envelope provided today.
2. If you have previously signed and returned a proxy card to GenCorp, you
have every right to change your vote. Only your latest dated proxy card
will count. You may revoke any proxy card already sent to GenCorp by
signing, dating and mailing the enclosed GREEN proxy card in the
postage-paid envelope provided. Any proxy may be revoked at any time
prior to the 2006 Annual Meeting by delivering a written notice of
revocation or a later dated proxy for the 2006 Annual Meeting to D.F.
King & Co., Inc., or by voting in person at the 2006 Annual Meeting.
3. If your shares are held in the name of a brokerage firm, bank nominee
or other institution, only it can sign a GREEN proxy card with respect
to your shares and only after receiving your specific instructions.
Accordingly, please sign, date and mail the enclosed GREEN proxy card
in the postage-paid envelope provided, and to ensure that your shares
are voted, you should also contact the person responsible for your
account and give instructions for a GREEN proxy card to be issued
representing your shares.
4. After signing the enclosed GREEN proxy card, do not sign or return
GenCorp's proxy card unless you intend to change your vote, because
only your latest dated proxy card will be counted.
If you have any questions concerning this proxy statement, would like to request
additional copies of this proxy statement or need help voting your shares,
please contact our proxy solicitor:
D.F. King & Co., Inc.
48 Wall Street
New York, NY 10005
Call Toll-Free: (888) 887-0082
Banks and Brokerage Firms Call Collect: (212) 269-5550
PRELIMINARY COPY
SUBJECT TO COMPLETION
DATED FEBRUARY 21, 2006
PROXY SOLICITED BY PIRATE CAPITAL LLC, JOLLY ROGER FUND LP, JOLLY ROGER OFFSHORE
FUND LTD, JOLLY ROGER ACTIVIST PORTFOLIO COMPANY LTD, MINT MASTER FUND LTD. AND
THOMAS R. HUDSON JR. ("PIRATE CAPITAL GROUP")
2006 Annual Meeting of Shareholders of
GenCorp Inc.
March __, 2006
The undersigned hereby appoints Thomas Hudson Jr. and David A. Lorber,
and each of them, with full power of substitution, as proxies for the
undersigned and authorizes them to represent and vote, as designated, all of the
shares of common stock of GenCorp Inc. (the "Company" or "GenCorp") that the
undersigned would be entitled to vote if personally present at the 2006 annual
meeting of shareholders of GenCorp, including any adjournments, postponements,
reschedulings or continuations of such meeting or any meeting held in lieu
thereof (the "2006 Annual Meeting"), for the purposes identified in this proxy
and with discretionary authority as to any other matters that may properly come
before the 2006 Annual Meeting, including substitute nominees if any of the
named nominees for director should be unavailable to serve for election, in
accordance with and as described in Pirate Capital Group's proxy statement. THIS
PROXY HAS BEEN SOLICITED BY PIRATE CAPITAL GROUP AND NOT ON BEHALF OF THE BOARD
OF DIRECTORS OF THE COMPANY (the "Board").
IF YOU VALIDLY EXECUTE AND RETURN THIS PROXY CARD WITHOUT INDICATING
YOUR VOTE ON ONE OR MORE OF THE FOLLOWING PROPOSALS, YOU WILL BE DEEMED TO HAVE
VOTED FOR SUCH PROPOSALS (EXCEPT YOU WILL NOT BE DEEMED TO VOTE FOR THE ELECTION
OF ANY CANDIDATE WHOSE NAME IS WRITTEN IN THE SPACE PROVIDED UNDER PROPOSAL 1).
THIS PROXY WILL REVOKE ANY PREVIOUSLY EXECUTED PROXY WITH RESPECT TO ALL
PROPOSALS.
PROPOSAL 1-- To elect David A. Lorber, Todd R. Snyder and Roger C. Woods to the
Board.
FOR [ ] WITHHOLD AUTHORITY FOR ALL NOMINEES [ ]
(INSTRUCTION: IF YOU WISH TO VOTE FOR THE ELECTION OF LESS THAN ALL OF THE
NOMINEES, CHECK THE "FOR" BOX ABOVE AND WRITE THE NAME OF THE PERSON(S) YOU DO
NOT WISH TO ELECT IN THE FOLLOWING SPACE: ____________________________________.)
PIRATE CAPITAL GROUP STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 1.
PROPOSAL 2-- To request that the Board take the necessary steps to declassify
the Board so that all directors are elected on an annual basis beginning with
the 2007 annual meeting of shareholders.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
PIRATE CAPITAL GROUP STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL 2.
PROPOSAL 3-- To ratify PricewaterhouseCoopers LLP as GenCorp's independent
auditors for fiscal 2006.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Pirate Capital Group does not object to shareholders voting for Proposal 3.
- --------------------------------------------------------------------------------
IMPORTANT: THIS PROXY MUST BE
SIGNED TO BE VALID.
Dated:
-----------------------------
Signature
-----------------------------
Title or Authority
-----------------------------
Signature (if held jointly)
Please sign exactly as name appears hereon. If shares are registered in more
than one name, the signature of all such persons should be provided. A
corporation should sign in its full corporate name by a duly authorized officer,
stating his or her title. Trustees, guardians, executors and administrators
should sign in their official capacity, giving their full title as such. If a
partnership, please sign in the partnership name by an authorized person. The
proxy card votes all shares in all capacities.
PLEASE SIGN AND DATE THIS PROXY BEFORE MAILING THE
PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.