8-K

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): November 15, 2013

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.)
2001 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.

On November 15, 2013, GenCorp, Inc. issued a press release announcing the successful completion of its offer to exchange all of its outstanding 7.125% Second-Priority Senior Secured Notes due 2021, which are not registered under the Securities Act of 1933, as amended (the “Act”), for an equal principal amount of its 7.125% Second-Priority Senior Secured Notes due 2021, which have been registered under the Act.  A copy of this press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1 Text of press release of GenCorp, Inc. issued on November 15, 2013.

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.

November 15, 2013	GENCORP INC.
	By:	/s/ Kathleen E. Redd
		Name:	Kathleen E. Redd
		Title:	Vice President, Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

GenCorp Announces Completion of Registered Exchange Offer

for its 7.125% Second-Priority Senior Secured Notes due 2021

SACRAMENTO, Calif. – November 15, 2013 – GenCorp Inc. (NYSE: GY) (“GenCorp”) announced today that it has completed its offer to exchange all of its outstanding $460 million aggregate principal amount of 7.125% Second-Priority Senior Secured Notes due 2021 for new 7.125% Second-Priority Senior Secured Notes due 2021 that have been registered under the Securities Act of 1933, as amended.

The exchange offer expired at 5:00 p.m., New York City time, on November 14, 2013 (such time and date, the “expiration date”). As of the expiration date, 100% of the 7.125% Second-Priority Senior Secured Notes due 2021 were validly tendered and accepted for exchange.

The exchange offer was made pursuant to a registration rights agreement entered into by GenCorp when it originally issued the securities in January 2013.

This press release is for informational purposes only and shall not constitute an offer to exchange, nor a solicitation of an offer to exchange, any securities. The exchange offer was made only pursuant to a prospectus for the exchange offer, dated October 16, 2013, and the related letter of transmittal, which were filed with the Securities and Exchange Commission.

Contact information:

Investors: Brendan King, treasurer  916.351.8618

Media: Glenn Mahone, vice president, communications  202.302.9941