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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) December 29, 2000
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GenCorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-01520 34-0244000
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(State or Other Jurisdiction (Commission File IRS Employer
of Incorporation) Number) Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California 95670
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(Address of Principal Executive Offices) (Zip Code)
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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 29, 2000, GenCorp Inc., an Ohio corporation ("GenCorp"),
acquired all of the outstanding capital stock of various companies comprising
the Draftex International Car Body Seals Division (the "Draftex Business" and/or
"Draftex Subsidiaries") of The Laird Group Public Limited Company, a United
Kingdom company ("Laird") for estimated aggregate consideration of approximately
euro 222 million ($208 million (U.S.)) in cash. The estimated consideration for
the acquisition was determined in arms-length negotiations and is subject to
revision based on certain working capital and completion account adjustments.
Prior to the acquisition, the Draftex Subsidiaries and Business were wholly
owned by Laird.
GenCorp obtained the funds used for the acquisition through its $500
million Credit Agreement (the "Credit Agreement") entered into on December 28,
2000 between GenCorp Inc. and Bankers Trust, individually and as Administrative
Agent, Bank One, NA, individually and as Syndication Agent, and other financial
institutions party thereto.
The Draftex Business manufactures and sells highly engineered
extruded and molded rubber products for vehicle bodies and window sealing for
the original equipment automotive market. The Draftex Business includes a
worldwide headquarters and technical center in Dusseldorf, Germany, and eleven
manufacturing plants in six countries - Germany, France, Spain, China, Czech
Republic and the United States. GenCorp plans to integrate the Draftex Business
into GenCorp's existing GDX Automotive (formerly GenCorp Vehicle Sealing)
business. However, GenCorp will conduct a further review of the Draftex
Business, including its respective assets, business, corporate structure,
capitalization, operations, policies, management and personnel. After such
review, GenCorp will determine what actions or changes, if any, would be
desirable in light of the circumstances which then exist.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
a) Financial Statements of Businesses Acquired
The financial statements of the Draftex Subsidiaries
and Business for the periods specified in Rule 3-05(b) of Regulation S-X will be
filed by amendment to this Form 8-K no later than 60 days after the date on
which this Form 8-K is required to be filed.
b) Pro Forma Financial Information
The pro forma financial information of the Draftex
Subsidiaries and Business required pursuant to Article II of Regulation S-X will
be filed by amendment to this Form 8-K no later than 60 days after the date on
which this Form 8-K is required to be filed.
c) Exhibits:
10.1 The Laird Group Public Limited Company and GenCorp Inc.
Agreement for the sale and purchase of all of the issued
shares of various companies comprising the Draftex
International Car Body Seals Division.
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10.2 Credit Agreement among GenCorp Inc., as the Borrower, Bankers
Trust Company, as Administrative Agent, Bank One, NA, as
Syndication Agent, Deutsche Bank Securities Inc. and Banc One
Capital Markets, Inc., as Joint Lead Arrangers and Joint Book
Manager and Various Lending Institutions.
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.
GENCORP INC.
By: /s/ William R. Phillips
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Name: William R. Phillips
Title: Senior Vice President, Law,
General Counsel and Secretary
Dated: January 12, 2001
EXHIBIT INDEX
10.1 The Laird Group Public Limited Company and GenCorp Inc.
Agreement for the sale and purchase of all of the issued
shares of various companies comprising the Draftex
International Car Body Seals Division.
10.2 Credit Agreement among GenCorp Inc., as the Borrower, Bankers
Trust Company, as Administrative Agent, Bank One, NA, as
Syndication Agent, Deutsche Bank Securities Inc. and Banc One
Capital Markets, Inc., as Joint Lead Arrangers and Joint Book
Manager and Various Lending Institutions.