-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OzbhCYMO5d4asEsWdFRp9Xp3O5xmWzLLYYUiX4PGF+Mo/A2jeI1ILhCqj6LaDGLE 4bevFc0cJthjrLcUtKHF/Q== 0000807249-04-000414.txt : 20041112 0000807249-04-000414.hdr.sgml : 20041111 20041112153333 ACCESSION NUMBER: 0000807249-04-000414 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20041112 DATE AS OF CHANGE: 20041112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16268 FILM NUMBER: 041138968 BUSINESS ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9163554000 MAIL ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GABELLI ASSET MANAGEMENT INC ET AL CENTRAL INDEX KEY: 0000807249 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133056041 STATE OF INCORPORATION: NY FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580-1434 BUSINESS PHONE: 9149215128 MAIL ADDRESS: STREET 1: GABELLI FUNDS STREET 2: ONE CORPORATE CENTER CITY: RYE STATE: NY ZIP: 10580 FORMER COMPANY: FORMER CONFORMED NAME: GABELLI FUNDS INC ET AL DATE OF NAME CHANGE: 19940714 SC 13D/A 1 gy38.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 38) GenCorp Inc. (Name of Issuer) Common Stock, $0.10 Par Value Per Share (Title of Class of Securities) 368682100 (CUSIP Number) James E. McKee Gabelli Asset Management Inc. One Corporate Center Rye, New York 10580-1422 (914) 921-5294 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 11, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Funds, LLC I.D. NO. 13-4044523 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Funds of investment advisory clients 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,390,300 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 2,390,300 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,390,300 (Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.23% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) GAMCO Investors, Inc. I.D. NO. 13-4044521 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Funds of investment advisory clients 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 4,964,403 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 5,281,603 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,281,603 (Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.55% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA, CO CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Securities, Inc. I.D. NO. 13-3379374 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) 00-Client Funds 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 27,144 (Item 5) 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 27,144 (Item 5) 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,144 (ITEM 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.06% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Group Capital Partners, Inc. I.D. NO. 13-3056041 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) None 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) NONE 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gabelli Asset Management Inc. I.D. NO. 13-4007862 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) None 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) HC, CO CUSIP No. 368682100 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Mario J. Gabelli 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 Source of funds (SEE INSTRUCTIONS) None 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2 (d) OR 2 (e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER None 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER NONE 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON NONE 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) X 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN Item 1. Security and Issuer This Amendment No. 38 to Schedule 13D on the Common Stock of GenCorp Inc. (the "Issuer") is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the "Schedule 13D") which was originally filed on November 30, 1988. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. Item 2. Identity and Background This statement is being filed by Mario J. Gabelli ("Mario Gabelli") and various entities which he directly or indirectly controls or for which he acts as chief investment officer. These entities, except for Lynch Corporation ("Lynch") and Lynch Interactive Corporation ("Interactive"), engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships. Certain of these entities may also make investments for their own accounts. The foregoing persons in the aggregate often own beneficially more than 5% of a class of a particular issuer. Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive. In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary. (a), (b) and (c) - This statement is being filed by one or more of the following persons: Gabelli Group Capital Partners, Inc. ("Gabelli Partners"), Gabelli Asset Management Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Investors, Inc. ("GAMCO"), Gabelli Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli & Company, Inc. Profit Sharing Plan (the "Plan"), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli, Lynch, and Interactive. Those of the foregoing persons signing this Schedule 13D are hereafter referred to as the "Reporting Persons". Gabelli Partners makes investments for its own account and is the parent company of GBL. GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below. GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended ("Advisers Act"). GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others. GSI, a majority-owned subsidiary of GBL, acts as a general partner or investment manager to limited partnerships and offshore investment companies and as a part of its business may purchase or sell securities for its own account. It is the immediate parent of Gabelli & Company. GSI is the Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of Gabelli Securities International Limited ("GSIL"). GSIL provides investment advisory services to offshore funds and accounts. GSIL is an investment advisor of Gabelli International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli Global Partners, Ltd. Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker- dealer registered under the Securities Exchange Act of 1934, as amended ("1934 Act"), which as a part of its business regularly purchases and sells securities for its own account. Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which presently provides discretionary managed account services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund, Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund, Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Comstock Strategy Fund, and The Gabelli Dividend and Income Trust (collectively, the "Funds"), which are registered investment companies. Gabelli Advisers, a subsidiary of GBL, is an investment adviser which provides discretionary advisory services to The Gabelli Westwood Mighty Mitessm Fund. The Plan, a qualified employee profit sharing plan, covers substantially all employees of GBL and its affiliates. MJG Associates provides advisory services to private investment partnerships and offshore funds. Mario Gabelli is the sole shareholder, director and employee of MJG Associates. MJG Associates is the Investment Manager of Gabelli International Limited, Gabelli International II Limited, Gabelli Performance Partnership, and Gabelli Fund, LDC. The Foundation is a private foundation. Mario Gabelli is the President, a Trustee and the Investment Manager of the Foundation. Lynch is a public company traded on the American Stock Exchange engaged in manufacturing. Interactive is a public company listed on the American Stock Exchange and is a holding company with operating subsidiaries engaged primarily in the rural telephone industry. Lynch and Interactive actively pursue new business ventures and acquisitions. Lynch and Interactive make investments in marketable securities to preserve capital and maintain liquidity for financing their business activities and acquisitions and are not engaged in the business of investing, reinvesting, or trading in securities. Mario J. Gabelli is a director, officer and a substantial shareholder of Interactive and a substantial shareholder of Lynch. Mario Gabelli is the majority stockholder and Chairman of the Board of Directors and Chief Executive Officer of Gabelli Partners and GBL, and the Chief Investment Officer for each of the Reporting Persons other than Lynch. Gabelli Partners is the majority shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO. GBL is also the majority stockholder of GSI and the largest shareholder of Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI. The Reporting Persons do not admit that they constitute a group. Gabelli Partners, GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Gabelli Advisers are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580. MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501. Lynch is an Indiana corporation having its principal business office at 50 Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903. Interactive is a Delaware corporation having its principal place of business at One Corporate Center, Rye, New York 10580. For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, "Covered Persons"), reference is made to Schedule I annexed hereto and incorporated herein by reference. (f) Reference is made to Schedule I hereto. Item 4. Purpose of Transaction Item 4 to Schedule 13D is amended, in pertinent part, as follows: On November 12, 2004, GAMCO's Chief Investment Officer, Mario Gabelli, sent a letter to the Issuer's President and Chief Executive Officer expressing concerns over the Issuer's plan to raise capital by issuing shares as well as convertible notes and stating that if the Issuer proceeds with this plan GAMCO would vote its shares in favor of another team to head GenCorp. A copy of GAMCO's letter is attached hereto as Exhibit A. This letter follows similar comments made by Mario Gabelli that were reported publicly on November 11, 2004. A copy of the news article is attached hereto as Exhibit B. Item 5. Interest In Securities Of The Issuer Item 5 to Schedule 13D is amended, in pertinent part, as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 7,699,047 shares, representing 16.84% of the 45,725,727 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported as being outstanding in the Issuer's most recently filed Form 10-Q for the quarterly period ended August 31, 2004 (45,322,909 shares) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer's Convertible Notes held by them (402,818 shares). However, at current market prices it would be uneconomic for any person to convert any of the such Convertible Notes and that substantially all such Convertible Notes and not just those held by the Reporting Persons would be converted if it became economic to do so. Accordingly, the Reporting Persons believe that the percentage of beneficial ownership attributable to them under the rules of the SEC are artificially high and that a more realistic percentage of their aggregate economic interest, which does not take into account the conversion of such Convertible Notes, would be 16.10% Name Shares of Class A Common Stock % of Class of Class A Common Shares of Class A Common Stock Converted % of Class A Common Stock Converted Gabelli Funds 2,070,000 4.57% 2,390,300 5.23% GAMCO GSI 5,226,229 0 11.53% 0.00% 5,281,603 27,144 11.55% 0.06% Mario Gabelli 0 0.00% 0 0.00% Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons. GSI is deemed to have beneficial ownership of the Securities beneficially owned by Gabelli & Company. GBL and Gabelli Partners are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation. (b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 317,200 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and Gabelli Partners is indirect with respect to Securities beneficially owned directly by other Reporting Persons. (c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference. (e) Not applicable. Item 7. Material to be Filed as an Exhibit Exhibit A: Letter sent on November 12, 2004, from GAMCO to the Issuer's President and Chief Executive Officer. Exhibit B: November 11th 2004 news article from the Sacramento Business Journal. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 12, 2004 MARIO J. GABELLI By:/s/ James E. McKee James E. McKee Attorney-in-Fact GABELLI FUNDS, LLC GABELLI GROUP CAPITAL PARTNERS, INC. GABELLI ASSET MANAGEMENT INC. GABELLI SECURITIES, INC. By:/s/ James E. McKee James E. McKee Secretary GAMCO INVESTORS, INC. By:/s/ Douglas R. Jamieson Douglas R. Jamieson Executive Vice President SCHEDULE I Information with Respect to Executive Officers and Directors of the Undersigned Schedule I to Schedule 13D is amended, in pertinent part, as follows: The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Unless otherwise specified, the principal employer of each such individual is Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., Gabelli Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States. To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any violation with respect to such laws except as reported in Item 2(d) of this Schedule 13D. Gabelli Group Capital Partners, Inc. Directors: Vincent J. Amabile Business Consultant Mario J. Gabelli Chief Executive Officer and Chief Investment Officer of Gabelli Group Capital Partners, Inc., Gabelli Asset Management Inc., and GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC; Chief Executive Officer of Lynch Interactive Corporation. Charles C. Baum Chairman and Director of The Morgan Group, Inc.; Secretary & Treasurer United Holdings Co., Inc. 2545 Wilkens Avenue Baltimore, MD 21223 Arnold M. Reichman Business Consultant Marc J. Gabelli President of Gabelli Group Capital Partners, Inc.; Chairman of Lynch Corporation Matthew R. Gabelli Vice President - Trading Gabelli & Company, Inc. One Corporate Center Rye, New York 10580 Officers: Mario J. Gabelli Marc J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer President Henry Kiernan Vice President, Chief Financial Officer Gabelli Asset Management Inc. Directors: Edwin L. Artzt Raymond C. Avansino, Jr. Former Chairman and Chief Executive Officer Procter & Gamble Company 900 Adams Crossing Cincinnati, OH 45202 Chairman E.L. Wiegand Foundation 165 West Liberty Street Reno, NV 89501 Mario J. Gabelli John D. Gabelli See above Senior Vice President John C. Ferrara Business Consultant Karl Otto Pohl (1) Robert S. Prather Frederic V. Salerno Vincent S. Tese Alan C. Heuberger Sal. Oppenheim jr. & Cie. Bockenheimer Landstrasse 20 D-6000 FRANKFURT AM MAIN Germany President & Chief Operating Officer Gray Television, Inc. 4370 Peachtree Road, NE Atlanta, GA 30319 Former Vice Chairman and Chief Financial Officer Verizon Communications Lawyer, Investment Adviser and Cable Television Executive c/o Bear Stearns & Company, Inc. 245 Park Avenue, 19th Floor New York, NY 10167 Cascade Investment LLC 2365 Carillon Point Kirkland, WA 98033 Officers: Mario J. Gabelli Chairman, Chief Executive Officer and Chief Investment Officer Douglas R. Jamieson Henry G. Van der Eb Michael R. Anastasio, Jr. President and Chief Operating Officer Senior Vice President Vice President and Chief Financial Officer James E. McKee Vice President, General Counsel and Secretary GAMCO Investors, Inc. Directors: Douglas R. Jamieson Joseph R. Rindler, Jr. Regina M. Pitaro F. William Scholz, II William S. Selby Officers: Mario J. Gabelli Chief Investment Officer Joseph R. Rindler, Jr. Chairman Douglas R. Jamieson Michael R. Anastasio Jr. Executive Vice President and Chief Operating Officer Vice President and Chief Accounting Officer Stephen M. DeTore General Counsel and Secretary Gabelli Funds, LLC Officers: Mario J. Gabelli Chief Investment Officer Bruce N. Alpert Executive Vice President and Chief Operating Officer James E. McKee Secretary Gabelli Advisers, Inc. Directors: Bruce N. Alpert John D. Gabelli Joseph R. Rindler. Jr. Officers: Bruce N. Alpert Chief Operating Officer James E. McKee Secretary Gabelli Securities, Inc. Directors: Robert W. Blake President of W. R. Blake & Sons, Inc. 196-20 Northern Boulevard Flushing, NY 11358 Douglas G. DeVivo General Partner of ALCE Partners, L.P. One First Street, Suite 16 Los Altos, CA 94022 Joseph R. Rindler, Jr. See above Officers: Michael R. Anastasio James E. McKee Vice President and Chief Accounting Officer Secretary Gabelli & Company, Inc. Directors: James G. Webster, III Chairman & Interim President Irene Smolicz Senior Trader Gabelli & Company, Inc. Officers: James G. Webster, III Chairman & Interim President Bruce N. Alpert Vice President - Mutual Funds James E. McKee Secretary Lynch Corporation, 50 Kennedy Plaza, Suite 1250, Providence, RI 02903 Directors: E. Val Cerutti Business Consultant, Cerutti Consultants 227 McLain Street Mount Kisco, NY 10540 Avrum Gray Marc J. Gabelli John C. Ferrara Raymond H. Keller Anthony R. Pustorino Gbar Limited Partnership 440 South LaSalle, Suite 2900 Chicago, IL 60605 Chairman President and Chief Executive Officer Vice President and Chief Financial Officer Professor Emeritus Pace University 1 Martine Avenue White Plains, NY 10606 Officers: John C. Ferrara See above Richard E. McGrail See above Raymond H. Keller See above Lynch Interactive Corporation, 401 Theodore Fremd Avenue Rye, NY 10580 Directors: Paul J. Evanson President Allegheny Energy, Inc. 10435 Downsville Pike Hagerstown, MD 21740 Mario J. Gabelli See above - Gabelli Group Capital Partners, Inc. Salvatore Muoio Principal S. Muoio & Co., LLC Suite 406 509 Madison Ave. New York, NY 10022 Daniel Lee Morris Berkowitz John C. Ferrara Chairman and Chief Executive Officer Pinnacle Entertainment, Inc. 3800 Howard Hughes Parkway, Suite 1800 Las Vegas, Nevada 89109 Consultant Lynch Interactive Corporation 401 Theodore Fremd Ave. Rye, NY 10580 See above David C. Mitchell Business Consultant C/o Lynch Interactive Corp. 401 Theodore Fremd Ave. Rye, NY 10580 Officers: Mario J. Gabelli Vice Chairman and Chief Executive Officer Robert E. Dolan Chief Financial Officer (1) Citizen of Germany EX-1 2 gyii.txt SCHEDULE II INFORMATION WITH RESPECT TO TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1) SHARES PURCHASED AVERAGE DATE SOLD(-) PRICE(2) COMMON STOCK-GENCORP INC. GABELLI SECURITIES, INC. 11/11/04 7,900 17.4486 11/09/04 10,800 14.0600 11/09/04 10,800- 14.0600 11/09/04 10,900- 14.0600 GAMCO INVESTORS, INC. 11/11/04 130,000- 17.2450 11/11/04 39,500- 17.3358 11/11/04 10,000- 17.0000 11/10/04 15,000- 14.0213 11/10/04 10,000- 14.0041 11/10/04 35,000- 14.1500 11/09/04 3,500- 14.0700 11/09/04 20,000- 14.0153 11/08/04 5,000- 14.0500 10/26/04 2,000 13.9465 10/21/04 10,000- 14.0156 10/19/04 1,000 14.0400 10/19/04 2,000- 14.0400 10/11/04 8,400- 14.0488 10/08/04 1,000- *DO 9/28/04 1,000 13.6200 9/22/04 1,600- 13.8525 9/21/04 10,000- 13.8512 9/21/04 2,000- 13.7500 9/20/04 1,000- 13.5500 9/17/04 500 13.3707 9/17/04 1,500 13.3710 9/17/04 500- 13.3710 9/17/04 500 13.3707 9/17/04 500- 13.3710 9/16/04 1,000- 13.0200 9/16/04 20,000- *DO 9/15/04 5,000- *DO 9/14/04 1,000- 13.1400 9/14/04 750- *DO 9/13/04 5,500- *DO GABELLI FUNDS, LLC. GABELLI VALUE FUND 10/22/04 17,700- 14.0529 10/21/04 2,300- 14.0400 10/08/04 10,000- 14.1200 (1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED ON THE NYSE. (2) PRICE EXCLUDES COMMISSION. (*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP. EX-2 3 gyltr1112.txt Exhibit A: November 12, 2004 Mr. Terry L. Hall President and Chief Executive Officer GenCorp Inc. Highway 50 and Aerojet Road Ranch Cordova, CA 95670 Dear Terry: Your plan to raise capital by issuing shares as well as a convertible bond was a plan that was initiated by you and approved by your Board. The plan was clearly faulty and diluted the ntrinsic value of the enterprise. As a surrogate for your largest shareholder group, I have to suggest that both your strategy and tactics are flawed and I am going to encourage you to closely examine the proposal put forth by Steel Partners as well as others. If GenCorp proceeds with the offering announced, we must vote our shares in favor of another team to head GenCorp. Respectfully Submitted, Mario J. Gabelli MJG:dm EX-3 4 gyltr1111.txt Exhibit B: No. 3 shareholder makes surprise bid for GenCorp Mark Larson Staff writer Published: November 11, 2004 - ------------------------------------------------------------ A New York City hedge fund and major investor in GenCorp Inc. blasted the company's leadership on Thursday and made an unsolicited offer to acquire it for a price that values the defense and aerospace manufacturer at more than $770 million. Calling GenCorp's moves this week to sell more than 8.6 million shares of stock and up to $75 million in convertible debt "another example of the incorrect and misguided business decisions (that) its board continues to make," Steel Partners II LP sent a letter to GenCorp's board making the buyout offer at $17 a share. Steel declined any further comment. A GenCorp spokeswoman was unavailable for comment Thursday morning. However, Rancho Cordova-based GenCorp acknowledged in a press release Thursday that it had received a letter from Steel Partners "seeking to enter into negotiations to acquire all of the shares of the company for $17 a share." GenCorp said it is meeting with advisers to consider its answer, and "will publicly advise its stockholders of its response." The move and the reasons behind it found favor with another major investor in GenCorp. Mario Gabelli, whose Gabelli Asset Management Inc. is the largest private shareholder in GenCorp, also criticized this week's financing moves backed by the company and chairman Terry Hall. "Terry Hall's proposal is the catalyst that sparked it off," said Gabelli, whose funds hold 17.8 percent of the common stock. Gabelli said Hall's latest move would "give away 20 percent of the company" at an estimated $14 a share. He said he's glad Steel Partners stepped up with a $17 a share offer. "I would resign, if I was Terry, for doing what he did," Gabelli said. "Maybe we should listen to Steel Partners as to why they think this company is worth at least $17 (a share)." Gabelli also fumed over GenCorp's selloff this year of its long-troubled auto parts division, which he said was undervalued by hundreds of millions of dollars. "Someone should stand up and say, 'This is not an airline.' " Now GenCorp's board "is obliged to say, 'Let's re-examine' " Hall's latest proposal, Gabelli said, and give an ear to Steel Partners. An activist investor There were early hints of a possible move by Steel Partners. In January 2003, The Daily Deal reported that Warren Lichtenstein, head of Steel Partners, might seek board representation at GenCorp or propose changes to the company's capitalization and operations. At that point, Steel Partners owned 6.3 percent. Later stock buys boosted its stake to 8.3 percent, as of GenCorp's February proxy statement. The size makes Steel Partners the third-largest owner of GenCorp, behind Gabelli and the GenCorp Employee Savings Plans. Lichtenstein, contacted early this year by The Business Journal about his intentions in buying up GenCorp stock, declined comment. Trigger The trigger for the buyout offer, Steel Partners said, was GenCorp's announcement Monday that it would privately offer up to $75 million of convertible debt and publicly offer 8.6 million shares of common stock. The company now has about 45 million shares outstanding. Steel called the move "unnecessary, dilutive and not in the best interests of the company's shareholders." Steel's complaints include: * "Many mistakes (GenCorp) has made in allocating the company's capital and the poor job it has done managing the day-to-day operations of the company's various businesses," including the managing and this year's selloff of the GDX Automotive division; * Compensation agreements with employees, including severance agreements with 10 officers and bonuses paid for "less then stellar" performances; * "A game of gin rummy" of buying and selling businesses "with no clear corporate strategy and with very poor results" -- Steel Partners estimated that GenCorp lost $300 million on the GDX sale; * The decision to sell debt -- when GenCorp was already taking steps to sell its Fine Chemicals division, for an estimated value of more than $120 million -- as an example of a wrongheaded move to raise capital. "The board should be focusing on maximizing the return on the company's existing capital and not raising additional capital." Steel asserts in its statement that GenCorp's shares are "undervalued" and that the issuance of new equity "is not in the best interests of the company's stockholders." Steel indicated that it had pushed to no avail for corporate governance reforms at GenCorp. In exchange, Steel offered to curtail its power as a major shareholder by capping the number of shares it could own and by agreeing not "to commence a proxy contest or otherwise influence the board." Steel ended its letter with a threat: "If the board decides not to seriously consider our proposal and proceeds with the financings, Steel Partners will consider nominating a slate of directors for election at the next annual meeting of stockholders." Shares of GenCorp shot up as much as 25 percent in heavy trading Thursday on news of the takeover bid, to more that $17 a share. It closed at a 52-week record of $17.50 per share, up 24 percent or $3.35 for the day. Copyright(c) American City Business Journals Inc. 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