-----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, Bg9Ru9tJQS6vSnnUAAWqcm5q86Gk7BqbQNtZ0gXijTPM47vIj9Y2zkC7PtYrzu6P OezfLtBed3Ij9i+NK4b/tA== 0000040888-08-000031.txt : 20080819 0000040888-08-000031.hdr.sgml : 20080819 20080819170535 ACCESSION NUMBER: 0000040888-08-000031 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080815 FILED AS OF DATE: 20080819 DATE AS OF CHANGE: 20080819 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: PERRY JAMES H CENTRAL INDEX KEY: 0001250647 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 081028275 BUSINESS ADDRESS: STREET 1: C/O UNITED INDUSTRIAL CORP STREET 2: 570 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127528787 MAIL ADDRESS: STREET 1: 570 LEXINGOTN AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 4 1 doc.xml PRIMARY DOCUMENT X0303 4 2008-08-15 0000040888 GENCORP INC GY 0001250647 PERRY JAMES H HIGHWAY 50 & AEROJET ROAD RANCHO CORDOVA CA 95742 1 0 0 0 Common Stock 2008-08-15 4 A 0 1750 0 A 2250 D Stock Appreciation Right 8.48 2008-08-15 4 A 0 6000 0 A 2009-03-25 2018-08-15 Common Stock 6000 6000 D Stock Appreciation Right 8.48 2008-08-15 4 A 0 12000 0 A 2009-02-15 2018-08-15 Common Stock 12000 18000 D The Stock Appreciation Right vests in 50% increments on 2/15/09 and 8/15/09. Please note that the 18,000 derivative securities beneficially owned shown in Column 9 is the aggregate of (i) 12,000 stock appreciation rights vesting in 50% increments on 2/15/09 and 8/15/09, and (ii) 6,000 stock appreciation rights vesting on 3/25/09. Rebecca A. Bauer as Attorney-in-Fact 2008-08-19 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, Senior Vice President, General Counsel and 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 a 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 Forms 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 GenCorp Inc. 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 GenCorp Inc., 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 16th day of May 2008. _____________________ James H. Perry -----END PRIVACY-ENHANCED MESSAGE-----