-----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, JtPUlqlVdu5oF7KwnZaZsBrU7sUF9ETtmRh4tGGRSx5Gk1T7boQ8UjSsAXCnLma8 7uVsdI/uRNDeM6MpLDB59g== 0000040888-05-000015.txt : 20050209 0000040888-05-000015.hdr.sgml : 20050209 20050209192542 ACCESSION NUMBER: 0000040888-05-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050207 FILED AS OF DATE: 20050209 DATE AS OF CHANGE: 20050209 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITNEY MARK A CENTRAL INDEX KEY: 0001224842 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 05590240 BUSINESS ADDRESS: BUSINESS PHONE: 9163518515 MAIL ADDRESS: STREET 1: C/O GENCORP INC STREET 2: PO BOX 537012 CITY: SACRAMENTO STATE: CA ZIP: 95853-7012 4 1 doc.xml PRIMARY DOCUMENT X0202 4 2005-02-07 0000040888 GENCORP INC GY 0001224842 WHITNEY MARK A HIGHWAY 50 & AEROJET ROAD RANCHO CORDOVA CA 95670 0 1 0 0 VP,Law; Deputy General Counsel Common Stock 2005-02-07 4 A 0 7500 0 A 34300 D Common Stock 2005-02-07 4 D 0 4000 0 D 30300 D Common Stock 779.1568 I Plan Trust Stock Appreciation Right 18.51 2005-02-07 4 A 0 5000 0 A 2006-02-07 2015-02-07 Common Stock 5000 5000 D The Stock Appreciation Right vests in three annual installments beginning on February 7, 2006. Performance based restricted stock forfeited due to failure to achieve threshold FY2004 EPS growth target. This footnote explains an exempt transaction which is not reportable, yet the addition of those shares must be recognized in the total shares. In this case, shares held in the GenCorp Retirement Savings Plan Trust (Plan Trust) have been updated with 779.1568 shares as of February 4, 2005 to reflect the value in the participant's account as per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing stock price printed in the New York Stock Exchange Composite Transactions in the Wall Street Journal on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust. Mark A. Whitney 2005-02-09 EX-24 2 powerofattorney.txt POWER OF ATTORNEY LETTER Know by all these presents, that the undersigned hereby constitutes and appoints each of: Mark A. Whitney, Vice President, Law; Deputy General Counsel and Assistant Secretary; Rebecca A. Bauer, Paralegal; and Yasmin R. Seyal, Senior Vice President and Chief Financial Officer; and, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of GenCorp Inc., Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be effective as of the 1st day of October, 2004. /s/ Mark A. Whitney Mark A. Whitney -----END PRIVACY-ENHANCED MESSAGE-----