0000921895-12-000143.txt : 20120119 0000921895-12-000143.hdr.sgml : 20120119 20120119165112 ACCESSION NUMBER: 0000921895-12-000143 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120117 FILED AS OF DATE: 20120119 DATE AS OF CHANGE: 20120119 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: 12535160 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_01192012.xml OWNERSHIP DOCUMENT X0304 4 2012-01-17 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 2012-01-17 4 A 0 2560 0 A 62636 D Common Stock, Par Value $0.10 2012-01-17 4 A 0 1280 0 A 63916 D 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. Effective January 1, 2012, as a result of an amendment to a certain management agreement with Steel Partners Holdings L.P., Warren G. Lichtenstein ceased to have the power to vote and dispose of securities owned directly by SPH Group Holdings LLC ("SPHG Holdings"). Accordingly, Mr. Lichtenstein is no longer deemed to beneficially own the securities of the Company owned directly by SPHG Holdings. /s/ Warren G. Lichtenstein 2012-01-19