sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 7)1
GenCorp Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.10 PER SHARE
--------------------------------------------------------------------------------
(Title of class of securities)
368682100
--------------------------------------------------------------------------------
(CUSIP number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
February 22, 2005
--------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
--------
1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 2 of 9 pages
---------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS II, L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,973,100
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,973,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,973,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 3 of 9 pages
---------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
STEEL PARTNERS, L.L.C.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,973,100
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,973,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,973,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 4 of 9 pages
---------------------------- -------------------------
================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
WARREN G. LICHTENSTEIN
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,973,100
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
3,973,100
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,973,100
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 5 of 9 pages
---------------------------- -------------------------
The following constitutes Amendment No. 7 ("Amendment No. 7") to the
Schedule 13D filed by the undersigned. This Amendment No. 7 amends and restates
the Schedule 13D in its entirety.
Item 1. SECURITY AND ISSUER.
-------------------
This statement relates to shares of the common stock, $.10 par value
per share (the "Shares"), of GenCorp Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at Highway 50 and Aerojet Road,
Rancho Cordova, California 95670.
Item 2. IDENTITY AND BACKGROUND.
-----------------------
(a) This statement is filed by Steel Partners II, L.P., a Delaware
limited partnership ("Steel Partners II"), Steel Partners, L.L.C., a Delaware
limited liability company ("Partners LLC") and Warren G. Lichtenstein. Each of
the foregoing is referred to as a "Reporting Person" and collectively as the
"Reporting Persons."
Partners LLC is the general partner of Steel Partners II. The sole
executive officer and managing member of Partners LLC is Warren G. Lichtenstein,
who is Chairman of the Board, Chief Executive Officer and Secretary. By virtue
of his positions with Partners LLC and Steel Partners II, Mr. Lichtenstein has
the power to vote and dispose of the Issuer's Shares owned by Steel Partners II.
Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each Reporting Person is 590
Madison Avenue, 32nd Floor, New York, New York 10022.
(c) The principal business of Steel Partners II is investing in the
securities of small cap companies. The principal business of Partners LLC is
acting as the general partner of Steel Partners II. The principal occupation of
Mr. Lichtenstein is investing in the securities of small cap companies.
(d) No Reporting Person has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) No Reporting Person has, during the last five years, been party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding 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 laws or finding any
violation with respect to such laws.
(f) Mr. Lichtenstein is a citizen of the United States of America.
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 6 of 9 pages
---------------------------- -------------------------
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
The aggregate purchase price of the 3,973,100 Shares owned by Steel
Partners II is $43,197,795. The Shares owned by Steel Partners II were acquired
with partnership funds.
Item 4. PURPOSE OF TRANSACTION.
----------------------
The Reporting Persons purchased the Shares based on the Reporting
Persons' belief that the Shares, when purchased, were undervalued and
represented an attractive investment opportunity. To the extent permitted by the
Shareholder Agreement discussed in Item 6, depending upon overall market
conditions, other investment opportunities available to the Reporting Persons,
and the availability of Shares at prices that would make the purchase of
additional Shares desirable, the Reporting Persons may endeavor to increase
their position in the Issuer through, among other things, the purchase of Shares
on the open market or in private transactions or otherwise, on such terms and at
such times as the Reporting Persons may deem advisable.
No Reporting Person has any present plan or proposal which would
relate to or result in any of the matters set forth in subparagraphs (a) - (j)
of Item 4 of Schedule 13D except as set forth herein or such as would occur upon
completion of any of the actions discussed above. Steel Partners II intends to
review its investment in the Issuer on a continuing basis and engage in
discussions with management and the Board of Directors of the Issuer concerning
the business, operations and future plans of the Issuer. To the extent permitted
by the Shareholder Agreement discussed in Item 6, depending on various factors
including, without limitation, the Issuer's financial position and investment
strategy, the price levels of the Shares, conditions in the securities markets
and general economic and industry conditions, Steel Partners II may in the
future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, seeking Board representation,
making proposals to the Issuer concerning changes to the capitalization,
ownership structure or operations of the Issuer, purchasing additional Shares,
selling some or all of its Shares, engaging in short selling of or any hedging
or similar transaction with respect to the Shares or changing its intention with
respect to any and all matters referred to in Item 4.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) The aggregate percentage of Shares reported owned by each person
named herein is based upon 54,519,818 Shares outstanding, which is the total
number of Shares outstanding as of January 31, 2005 as reported in the Issuer's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 14, 2005.
As of the close of business on February 22, 2005, Steel Partners II
beneficially owned 3,973,100 Shares, constituting approximately 7.3% of the
Shares outstanding. As the general partner of Steel Partners II, Partners LLC
may be deemed to beneficially own the 3,973,100 Shares owned by Steel Partners
II, constituting approximately 7.3% of the Shares outstanding. As the sole
executive officer and managing member of Partners LLC, which in turn is the
general partner of Steel Partners II, Mr. Lichtenstein may be deemed to
beneficially own the 3,973,100 Shares owned by Steel Partners II, constituting
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 7 of 9 pages
---------------------------- -------------------------
approximately 7.3% of the Shares outstanding. Mr. Lichtenstein has sole voting
and dispositive power with respect to the 3,973,100 Shares owned by Steel
Partners II by virtue of his authority to vote and dispose of such Shares.
(b) By virtue of his positions with Partners LLC and Steel Partners
II, Mr. Lichtenstein has the sole power to vote and dispose of the Shares
reported in this Schedule 13D.
(c) There have been no transactions in the Shares by the Reporting
Persons during the past 60 days.
(d) No person other than the Reporting Persons is known to have the
right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
----------------------------------------------------------------------
On February 15, 2005, Steel Partners II and the Issuer entered into a
Shareholder Agreement (the "Agreement"), a copy of which is attached as Exhibit
7 to Amendment No. 6 to the Schedule 13D and is incorporated herein by
reference. Under the Agreement, a representative of Steel Partners II will be
permitted to attend as a non-voting observer all meetings of the Board of
Directors held during the period beginning on the date of the Agreement and
ending on February 15, 2007; provided, however, that this period will end on
February 15, 2006 if Steel Partners II waives its non-voting observer rights
prior to December 31, 2005 (the "Holding Period"). The Issuer has agreed to act
in good faith to seek to add a new independent director as promptly as
practicable who will be identified in consultation with Steel Partners II, will
be a recognized corporate governance expert and, when elected, will join a
committee of the Issuer's Board of Directors that will consider corporate
governance matters. Steel Partners II has agreed to withdraw its prior
shareholder proposal and vote its Shares in favor of the Issuer's nominees for
election at its 2005 annual meeting of shareholders, and, unless Steel Partners
II terminates its observer rights before December 31, 2005, also at the Issuer's
2006 annual meeting of shareholders. During the Holding Period, Steel Partners
II may not (and may not enter into any discussions or arrangements to) acquire
or offer or propose to acquire beneficial ownership of any Shares or securities
convertible into or exercisable or exchangeable for Shares if the effect of such
acquisition would be to increase its aggregate beneficial ownership of Shares to
19.9% or more of the total number of Shares then outstanding. During this
period, Steel Partners II is also restricted from taking specified actions with
respect to its investment in the Issuer as set forth in further detail in the
Agreement. The Agreement also includes a mutual release of claims between Steel
Partners II and the Issuer. In accordance with the Agreement, the parties issued
on February 15, 2005 a joint press release announcing the execution of the
Agreement, the form of which is attached as Exhibit 8 to Amendment No. 6 of the
Schedule 13D and is incorporated herein by reference.
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 8 of 9 pages
---------------------------- -------------------------
Steel Partners II has written call options and purchased put options
of the Issuer pursuant to standard derivatives trading arrangements, and may in
the future purchase or sell additional call options and put options. The
Reporting Persons will amend Item 5 to the Schedule 13D to the extent such
options affect their beneficial ownership of the Shares.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
1. Joint Filing Agreement by and between Steel Partners II, L.P. and
Warren G. Lichtenstein, dated as of December 11, 2002 (previously
filed).
2. Joint Filing Agreement by and among Steel Partners II, L.P., Steel
Partners, L.L.C. and Warren G. Lichtenstein, dated as of January
21, 2004 (previously filed).
3. Letter to the Board of Directors of GenCorp Inc., dated November
11, 2004 (previously filed).
4. Letter to the Chairman of the Corporate Governance and
Environmental / Government Issues Committee of GenCorp Inc., dated
November 2, 2004 (previously filed).
5. Letter to the Board of Directors of GenCorp Inc., dated November
15, 2004 (previously filed).
6. Letter to the Board of Directors of GenCorp Inc., dated November
19, 2004 (previously filed).
7. Shareholder Agreement by and between Steel Partners II, L.P. and
GenCorp Inc., dated February 15, 2005 (previously filed).
8. Joint Press Release, dated February 15, 2005 (previously filed).
---------------------------- -------------------------
CUSIP No. 368682100 13D Page 9 of 9 pages
---------------------------- -------------------------
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 23, 2005 STEEL PARTNERS II, L.P.
By: Steel Partners, L.L.C.
General Partner
By: /s/ Warren G. Lichtenstein
-------------------------------------
Warren G. Lichtenstein
Managing Member
STEEL PARTNERS, L.L.C.
By: /s/ Warren G. Lichtenstein
-------------------------------------
Warren G. Lichtenstein
Managing Member
/s/ Warren G. Lichtenstein
----------------------------------------
WARREN G. LICHTENSTEIN