1 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) April 20, 2001 -------------- GenCorp Inc. ------------------------------ (Exact Name of Registrant as Specified in Charter) Ohio 1-01520 34-0244000 ---- ------- ---------- (State or Other Jurisdiction (Commission File IRS Employer of Incorporation) Number) Identification No.) Highway 50 and Aerojet Road, Rancho Cordova, California 95670 - ------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) P.O. Box 537012, Sacramento, California 95853-7012 - --------------------------------------- ---------- (Mailing Address) (Zip Code) Registrant's telephone number, including area code (916) 355-4000 -------------- 2 ITEM 5. OTHER EVENTS Attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by this reference is the text of the registrant's press releases which were issued on April 20, 2001. Exhibit 99.1 is a GenCorp Inc. press release dated April 20, 2001, in which GenCorp Inc. announced that its aerospace and defense segment, Aerojet-General, has signed a definitive agreement to sell its Electronic and Information Systems (EIS) business to Northrop Grumman Corporation for $315 million in cash. The sale, which is subject to the receipt of government approvals, is expected to close by the summer. Exhibit 99.2 is a GenCorp Inc. press release dated April 20, 2001, which was issued after close of market on April 20, 2001. In the release, GenCorp Inc. reported additional details on the sale of Aerojet's Electronics and Information Systems (EIS) business. ITEM 7. EXHIBITS Table Exhibit Item No. Exhibit Description Number - -------- ------------------- ------ 99 GenCorp Inc.'s press release dated April 20, 99.1 2001, which announced that its aerospace and defense segment, Aerojet-General, has signed a definitive agreement to sell its Electronic and Information Systems (EIS) business to Northrop Grumman Corporation for $315 million in cash. The sale, which is subject to the receipt of government approvals, is expected to close by the summer. 99 GenCorp Inc.'s press release dated April 20, 2001, 99.2 which reported additional details on the sale of Aerojet's Electronics and Information Systems (EIS) business. 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 ---------------------------- Name: William R. Phillips Title: Senior Vice President, Law, General Counsel and Secretary Dated: April 20, 2001