1 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) January 20, 1997 GenCorp Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-1520 34-0244000 - -------------------------------------------------------------------------------- (State of (Commission File Number) (IRS Employer incorporation) Identification No.) 175 Ghent Road, Fairlawn, Ohio 44333-3300 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (330) 869-4200 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 Item 5. Other Events - --------------------- On January 20, 1997, the Board of Directors of GenCorp Inc. extended GenCorp's Shareholder Rights Plan, as amended, for ten additional years. The Rights under the extended Plan will expire February 18, 2007. Item 7. Exhibits - ----------------- Table Exhibit Item No. Exhibit Description Letter - -------- ------------------- ------ 4 Amendment, dated as of January 20, 1997 to 4.1 the Rights Agreement dated as of February 18, 1987, as amended on December 7, 1987 and August 21, 1995, between GenCorp Inc. and The Bank of New York, as Successor Rights Agent. 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/ Edward R. Dye --------------------- Name: Edward R. Dye Title: Secretary Dated: February 3, 1997 (2)