-----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, IMzINttkodGUhOIDctb9ipXUdrU2I2UqRPAOSL/FguQuH3PdB6jsHknd3ERvcn6r A+qDs0YG1d3w2+lxTQG7nA== 0000921895-10-000061.txt : 20100121 0000921895-10-000061.hdr.sgml : 20100121 20100121164629 ACCESSION NUMBER: 0000921895-10-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100119 ITEM INFORMATION: Other Events FILED AS OF DATE: 20100121 DATE AS OF CHANGE: 20100121 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 10539266 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 8-K 1 form8k07319_01192010.htm form8k07319_01192010.htm
UNITED STATES
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 19, 2010

 
GenCorp Inc.
(Exact name of registrant as specified in its charter)
     
Ohio
1-01520
34-0244000
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
Highway 50 and Aerojet Road, Rancho Cordova, California
95742
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (916) 355-4000

 
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
Item 8.01                      Other Events.
 
As previously disclosed, on December 21, 2009, GenCorp Inc., an Ohio corporation (“GenCorp”), closed an offering (the “Offering”) of $200.0 million aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039 (the “Debentures”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.  This amount includes the full exercise of the option to purchase an additional $50.0 million aggregate principal amount of Debentures that GenCorp granted to the initial purchasers of the Debentures solely to cover over-allotments, if any.
 
The net proceeds from the Offering were deposited in an escrow account (the “Escrow Account”) with The Bank of New York Mellon Trust Company, N.A. (the “Escrow Agent”).  GenCorp intends to use the net proceeds to refinance its existing debt.
 
On January 19, 2010, in accordance with the provisions of the indenture governing GenCorp’s $125.0 million aggregate principal amount of 4% Contingent Convertible Subordinated Notes due 2024 (the “Notes”), holders submitted to GenCorp for repurchase $124.7 million in aggregate principal amount of the Notes. GenCorp has instructed the Escrow Agent to distribute from the Escrow Account $127.2 million of net proceeds from the Offering to repurchase the tendered Notes and pay accrued and unpaid interest thereon.
 
As a result of the repurchase of the Notes, GenCorp’s borrowing availability under the revolving credit facility provided for in its senior credit facility, which had been reduced to $60.0 million effective May 1, 2009, was restored to $80.0 million.  GenCorp currently has no outstanding borrowings under its revolving credit facility.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
January 21, 2010
GENCORP INC.
   
   
 
By:
 /s/ Kathleen E. Redd
   
Name:
Kathleen E. Redd
   
Title:
Vice President, Chief Financial Officer and Secretary
 
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