0000921895-11-001981.txt : 20111019 0000921895-11-001981.hdr.sgml : 20111019 20111019182055 ACCESSION NUMBER: 0000921895-11-001981 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111017 FILED AS OF DATE: 20111019 DATE AS OF CHANGE: 20111019 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: LICHTENSTEIN WARREN G CENTRAL INDEX KEY: 0001005784 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 111148773 MAIL ADDRESS: STREET 1: C/O STEEL PARTNERS II L P STREET 2: 590 MADISON AVENUE, 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form407319005_10192011.xml OWNERSHIP DOCUMENT X0304 4 2011-10-17 0 0000040888 GENCORP INC GY 0001005784 LICHTENSTEIN WARREN G C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK NY 10022 1 0 0 0 Common Stock, Par Value $0.10 2011-10-17 4 A 0 3117 0 A 58518 D Common Stock, Par Value $0.10 2011-10-17 4 A 0 1558 0 A 60076 D Common Stock, Par Value $0.10 4055737 I By SPH Group Holdings LLC Effective March 24, 2010, the Board of Directors approved a Director Compensation Program which allows Directors to receive GenCorp common stock in lieu of their cash compensation. The number of shares of common stock shown reflects the common stock received by this Director in lieu of 100% of his annual cash retainer fee paid quarterly. Pursuant to the Director Compensation Program, if a Director elects to receive common stock in lieu of at least 50% of his cash compensation, the Company will grant restricted shares equal in value to 50% of the amount of cash compensation he elects to receive in common stock. Such restricted shares will vest on the earlier of (i) the date of the Director's retirement from the Board, and (ii) one year after the grant date. The number of shares of common stock shown reflects the grant of restricted shares. Shares of common stock owned directly by SPH Group Holdings LLC ("SPHG Holdings") and owned indirectly by Warren G. Lichtenstein by virtue of his position as manager of Steel Partners LLC ("Partners LLC"), the manager of Steel Partners Holdings L.P. ("Steel Holdings"). Steel Holdings is the owner of 99% of the membership interests of SPH Group LLC, which in turn is the sole member of SPHG Holdings. Mr. Lichtenstein disclaims beneficial ownership of the shares of common stock owned by SPHG Holdings except to the extent of his pecuniary interest therein. By: /s/ Sanford Antignas, as Attorney In Fact for Warren G. Lichtenstein 2011-10-19