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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) March 1, 1996
GenCorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-1520 34-0244000
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
175 Ghent Road, Fairlawn, Ohio 44333-3300
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(Address of principal executive offices) (Zip Code)
(216) 869-4200
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets
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(a) On March 1, 1996, GenCorp Inc. completed the sale of substantially all of
the assets of its Reinforced Plastics Division (which is described in GenCorp's
most recent Annual Report on Form 10-K for the fiscal year ended November 30,
1995) to Cambridge Industries, Inc. of Madison Heights, Michigan for an
aggregate consideration of approximately $42 million, of which approximately
$18 million was paid in cash at the closing, approximately $14 million of which
was paid by delivery of a Subordinated Promissory Note of Cambridge Industries
Holdings, Inc. and approximately $10 million of which was paid through the
retention of receivables. The consideration was determined by negotiations
between the parties.
Previously, on February 15, 1996, GenCorp Inc. completed the sale of
substantially all of the assets of its Vibration Control Division (which is
described in GenCorp's most recent Annual Report on Form 10-K for the fiscal
year ended November 30, 1995) to BTR Antivibration Systems, Inc., a subsidiary
of BTR plc. for an aggregate consideration of approximately $80 million paid in
cash at the closing. The consideration was determined by negotiations between
the parties. (On its own, this transaction was not required to be reported
pursuant to General Instructions to Form 8-K. The Vibration Control Division
divestiture is being reported now, together with the Reinforced Plastics
Division divestiture, due to its proximity in time to the reportable Reinforced
Plastics Division divestiture.)
Item 7. Financial Statements and Exhibits
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(b) Unaudited Pro Forma Financial Information
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Basis of Presentation
Unaudited Pro Forma Consolidated Statement of Income for the year ended
November 30, 1995
Unaudited Pro Forma Consolidated Balance Sheet as of November 30, 1995
Notes to Unaudited Pro Forma Consolidated Financial Statements
(2)
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(c) Exhibits
Table Exhibit
Item No. Exhibit Description Letter
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2 Asset Purchase Agreement dated A
March 1, 1996 among GenCorp Inc.,
Cambridge Industries Holdings, Inc.
and Cambridge Industries, Inc.
Asset Purchase Agreement dated B
February 14, 1996 between BTR
Antivibration Systems, Inc. and
GenCorp Inc.
SIGNATURE
Pursuant to the requirements of Section 13 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/ D. M. Steuert
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Name: D.M. Steuert
Title: Senior Vice President and
Chief Financial Officer
Dated: March 13, 1996
(3)
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GenCorp Inc.
Unaudited Pro Forma Consolidated Financial Statements
Basis of Presentation
The unaudited pro forma consolidated statement of income for the year ended
November 30, 1995, presents the operating results of GenCorp Inc. (the
"Company"), excluding the operations of its Reinforced Plastics and Vibration
Control divisions (the "Divisions"). The unaudited pro forma consolidated
statement of income is presented as if the transactions had occurred at the
beginning of the year ended November 30, 1995. The unaudited pro forma
consolidated balance sheet has been prepared assuming the transactions had
occurred as of November 30, 1995.
The net cash proceeds from the sales of the Divisions have been applied to
reduce the Company's long-term debt. Any gains or losses resulting from the
sales of the Divisions are excluded from the unaudited pro forma consolidated
statement of income.
The unaudited pro forma consolidated financial statements and the notes thereto
should be read in conjunction with the Company's historical financial
statements and related notes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended November 30, 1995.
The unaudited pro forma information is not necessarily indicative of the
results of operations or financial position that would have resulted had the
transactions occurred as described above, nor is it necessarily indicative of
the results of operations for future periods or future financial position.
The accompanying notes are an integral part of these financial statements.
(4)
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GenCorp Inc.
Unaudited Pro Forma Consolidated Statement of Income
Year ended November 30, 1995
(Dollars in millions, except per-share data)
Elimination of
GenCorp Inc. Divested GenCorp Inc.
Historical Divisions (1) Pro Forma
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Net Sales $ 1,772 $ 271 $ 1,501
Costs and Expenses
Cost of products sold 1,430 239 1,191
Selling, general and administrative 174 23 151
Depreciation 70 13 57
Interest expense 34 7 27
Other (income) and expense, net (5) (4) (1)
Unusual items 5 0 5
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1,708 278 1,430
Income (Loss) Before Income Taxes 64 (7) 71
Income tax provision (benefit) 26 (3) 29
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Net Income (Loss) $ 38 $ (4) $ 42
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Earnings Per Share:
Primary $ 1.17 $ 1.28
Fully diluted $ 1.10 1.20
Average number of shares of common
stock outstanding (in thousands):
Primary 32,814 32,814
Fully diluted 39,972 39,972
<FN>
The accompanying notes are an integral part of these financial statements.
(1) See footnotes A and B.
(5)
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GenCorp Inc.
Unaudited Pro Forma Consolidated Balance Sheet
November 30, 1995
(Dollars in millions)
Elimination of
GenCorp Inc. Divested Consolidating GenCorp Inc.
Historical Divisions (2) Adjustments (3) Pro Forma
--------------- --------------- --------------- ---------------
Current Assets
Cash and equivalents $ 17 $ (1) $ $ 16
Accounts receivable 242 (30) 10 222
Inventories 161 (20) 141
Prepaid expenses and other 45 45
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Total Current Assets 465 (51) 10 424
Investments and other assets 450 14 464
Property, plant and equipment, at cost
Land 41 (1) 40
Buildings and building equipment 309 (24) 285
Machinery and equipment 919 (175) 744
Construction in progress 33 (7) 26
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1,302 (207) 0 1,095
Accumulated depreciation (759) 97 (662)
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Net property, plant and equipment 543 (110) 0 433
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Total Assets $ 1,458 $ (161) $ 24 $ 1,321
=============== =============== =============== ===============
Current Liabilities
Notes payable $ 21 $ $ $ 21
Accounts payable-trade 99 (18) 81
Income taxes 5 5
Accrued expenses 251 (5) 246
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Total Current Liabilities 376 (23) 0 353
Long-term debt 383 (98) 285
Postretirement benefits other than pensions 372 (16) 356
Other long-term liabilities 292 6 298
Shareholders' Equity
Preference stock-$1.00 par value; 15 million
shares authorized; none outstanding -- -- -- --
Common stock - $.10 par value; 90 million
shares authorized; 33.4 million shares
outstanding 3 3
Other capital 22 22
Retained earnings (deficit) 2 (6) (4)
Cumulative currency translation adjustment 8 8
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Total Shareholders' Equity 35 0 (6) 29
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Total Liabilities and Shareholders' Equity $ 1,458 $ (23) $ (114) $ 1,321
=============== =============== =============== ===============
<FN>
The accompanying notes are an integral part of these financial statements.
(2) See footnotes A and C.
(3) See footnotes A and D.
(6)
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GenCorp Inc.
Notes to Unaudited Pro Forma Consolidated Financial Statements
Note A
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The divested divisions include the Reinforced Plastics Division and the
Vibration Control Division.
Note B
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The elimination of net sales and expenses of the divested divisions included an
allocated amount for interest expense. Interest rates are variable, primarily
based on LIBOR, and were at an average rate of 6.75 percent for the year ending
November 30, 1995.
Note C
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The elimination of assets sold to and liabilities assumed by the buyers of the
divested divisions reflect the terms of the asset purchase agreements.
Note D
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The consolidating adjustments include/reflect:
- The repayment of long-term debt from the net cash proceeds from the
sales of the divested divisions.
- Receivables retained by the Company and the receipt of a note receivable
from the sale of the Reinforced Plastics Division.
- The gains and losses resulting from the curtailment of the pension and
retiree medical benefit plans.
- Retained earnings as a result of the sales of the divested divisions.
(7)