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) SEPTEMBER 24, 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 Exhibit 99.1, 99.2 and 99.3 and incorporated herein by this reference is the text of the registrant's press releases which were issued on September 24 and 25, 2001. Exhibit 99.1 is a GenCorp Inc. press release dated September 24, 2001, in which GenCorp announced that they received notification that the U.S. Environmental Protection Agency intended to file the agreement to carve out 3,200 acres of clean land from the Aerojet Sacramento Superfund designation with the Federal District Court in Sacramento on September 25, 2001. Exhibit 99.2 is GenCorp's press release dated September 25, 2001, in which GenCorp confirms that the U.S. Environmental Protection Agency made the filing with the Federal District Court in Sacramento. The Agreement will require modifications to the current Aerojet Superfund Site Partial Consent Decree after a 30-day public comment period and a public hearing in Sacramento. Exhibit 99.3 is a GenCorp press release dated September 24, 2001, in which GenCorp announced that Terry Hall, Senior Vice President and Chief Financial Officer, has been promoted to the position of Chief Operating Officer of the Corporation, continuing to report to Bob Wolfe, GenCorp Inc.'s Chairman, Chief Executive Officer and President. GenCorp also announced that Yasmin Seyal, Corporate Treasurer, has been promoted to Senior Vice President, Finance and will serve as acting Chief Financial Officer, also reporting to Mr. Wolfe. ITEM 7. EXHIBITS Table Exhibit Item No. Exhibit Description Number -------- ------------------- ------ 99 GenCorp Inc.'s press release dated September 24, 2001, which announced 99.1 that the U.S. Environmental Protection Agency intended to file the agreement to carve out 3,200 acres of clean land from the Aerojet Sacramento Superfund designation with the Federal District Court in Sacramento on September 25, 2001. 99 GenCorp Inc.'s press release dated September 25, 2001, which confirmed 99.2 that the U.S. Environmental Protection Agency made the filing with the Federal District Court in Sacramento. 99 GenCorp Inc.'s press release dated September 24, 2001, which 99.3 announced that Terry Hall has been promoted to the position of Chief Operating Officer of the Corporation, and that Yasmin Seyal has been promoted to Senior Vice President, Finance and she will serve as acting Chief Financial Officer. 3 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: September 26, 2001