0000921895-14-002293.txt : 20141105 0000921895-14-002293.hdr.sgml : 20141105 20141105124025 ACCESSION NUMBER: 0000921895-14-002293 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20141105 DATE AS OF CHANGE: 20141105 SUBJECT COMPANY: 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: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-16268 FILM NUMBER: 141196045 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 FILED BY: 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: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 SC TO-I/A 1 toia207319026_11052014.htm toia207319026_11052014.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO
(Amendment No. 2)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

GenCorp Inc.
(Name of Subject Company and Filing Persons (Issuer))

4.0625% Convertible Subordinated Debentures due 2039
(Title of Class of Securities)

368682 AN 0
(CUSIP Number of Class of Securities)

Kathleen E. Redd
Vice President, Chief Financial Officer and Assistant Secretary
2001 Aerojet Road
Rancho Cordova, CA 95742
(916) 355-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Filing Person)

COPIES TO:

Steve Wolosky, Esq.
Jeffrey S. Spindler, Esq.
Olshan Frome Wolosky LLP
65 East 55th Street
New York, NY 10022-1106
(212) 451-2300

CALCULATION OF FILING FEE

Transaction Valuation *
Amount of Filing Fee **
$136,357,623.44
$17,562.86
 
*
Estimated for purposes of calculating the amount of the filing fee only. The amount assumes the repurchase of all outstanding 4.0625% Convertible Subordinated Debentures due 2039 for the principal amount outstanding plus accrued and unpaid interest up to but excluding December 31, 2014.
   
**
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $128.80 for each $1,000,000 of the value of the transaction.
   
x
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not Applicable:  $17,562.86
Filing Party: GenCorp Inc.
Form or Registration No.: Schedule TO
Date Filed: October 2, 2014
   
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
       
¨
third-party tender offer subject to Rule 14d-1.
¨
going-private transaction subject to Rule 13e-3.
       
ý
issuer tender offer subject to Rule 13e-4.
¨
amendment to Schedule 13D under Rule 13d-2.
       
 Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨
 
 
 
 
 
 
INTRODUCTORY STATEMENT
 
Pursuant to the terms of and subject to the conditions set forth in the Indenture, dated as of December 21, 2009 (the “Indenture”), between GenCorp Inc., a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America, as trustee, for the Company’s 4.0625% Convertible Subordinated Debentures due 2039 (the “Debentures”), this Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed by the Company on October 2, 2014, as amended by Amendment No. 1 to the Schedule TO filed on October 27, 2014, with respect to the right of each holder (each a “Holder”) of the Debentures to require the Company to repurchase all or a portion of its Debentures on December 31, 2014, as set forth in the Amended and Restated Optional Repurchase Notice to Holders of Debentures, dated October 27, 2014 (the “Amended and Restated Optional Repurchase Notice”). The Company has amended and restated certain provisions of the Amended and Restated Optional Repurchase Notice, as set forth in the Supplement to the Amended and Restated Optional Repurchase Notice, dated November 5, 2014 (the “Supplement”).
 
This Amendment No. 2 is intended to satisfy the disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934. 
 
Items 1 through 9.
 
Items 1 through 9 of the Schedule TO are amended and supplemented as provided in the Supplement filed herewith. The Supplement should be read in conjunction with the Amended and Restated Optional Repurchase Notice. Except for the changes described in the Supplement, all other terms of the Amended and Restated Optional Repurchase Notice remain the same.
 
Item 12.  Exhibits.
 
Item 12 of the Schedule TO is hereby amended and restated by deleting the information contained therein and inserting the following:
 
Exhibit Number
Description
(a)(1)(A)
Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 2, 2014.*
   
(a)(1)(B)
Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 27, 2014.**
   
(a)(1)(C)
Supplement to Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated November 5, 2014.
   
(a)(5)
Press release issued on October 2, 2014.*
   
(b)
Not applicable.
   
(d)(1)
Indenture, dated as of December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee relating to GenCorp Inc.’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 and filed on December 21, 2009 (File No. 1-1520), and is incorporated herein by reference.
   
(g)
Not applicable.
   
(h)
Not applicable.
* Previously filed with Schedule TO, filed October 2, 2014.
** Previously filed with Amendment No. 1 to Schedule TO, filed October 27, 2014.
 
 
 
 
 
SIGNATURE
 
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  November 5, 2014
GENCORP INC.
   
 
By:
/s/ Kathleen E. Redd
   
Name:
Kathleen E. Redd
   
Title:
Vice President, Chief Financial Officer and Assistant Secretary
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit Number
Description
(a)(1)(A)
Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 2, 2014.*
   
(a)(1)(B)
Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated October 27, 2014.**
   
(a)(1)(C)
Supplement to Amended and Restated Optional Repurchase Notice to Holders of 4.0625% Convertible Subordinated Debentures due 2039, dated November 5, 2014.
   
(a)(5)
Press release issued on October 2, 2014.*
   
(b)
Not applicable.
   
(d)(1)
Indenture, dated as of December 21, 2009, between GenCorp Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee relating to GenCorp Inc.’s 4.0625% Convertible Subordinated Debentures due 2039 was filed as Exhibit 4.1 to GenCorp Inc.’s Current Report on Form 8-K dated December 21, 2009 and filed on December 21, 2009 (File No. 1-1520), and is incorporated herein by reference.
   
(g)
Not applicable.
   
(h)
Not applicable.

 
* Previously filed with Schedule TO, filed October 2, 2014.
** Previously filed with Amendment No. 1 to Schedule TO, filed October 27, 2014.
 EX-99.(A)(1)(C) 2 exa1ctoia207319026_11052014.htm exa1ctoia207319026_11052014.htm
Exhibit 99 (a)(1)(C)
 
GENCORP INC.
SUPPLEMENT TO AMENDED AND RESTATED OPTIONAL REPURCHASE NOTICE
TO HOLDERS OF
4.0625% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2039
CUSIP Number 368682 AN 0

Reference is made to the Indenture, dated as of December 21, 2009  (the “Indenture”), between GenCorp Inc., a Delaware corporation (the “Company”) and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States of America (the “Trustee” or “Paying Agent”), and the Amended and Restated Optional Repurchase Notice for 4.0625% Convertible Subordinated Debentures due 2039 (the “Debentures”), dated October 27, 2014 (the “Amended and Restated Optional Repurchase Notice”) relating to the option (the “Option”) of each holder (the “Holder”) of the Debentures to require the Company to repurchase all or a portion of such Debentures, as set forth in the Amended and Restated Optional Repurchase Notice. Capitalized terms used herein but not defined shall have the same meaning ascribed to such term in the Amended and Restated Optional Repurchase Notice.

This Supplement to the Amended and Restated Optional Repurchase Notice (this “Supplement”) amends, modifies and supersedes the sixth question of the “SUMMARY TERM SHEET” in the Amended and Restated Optional Repurchase Notice. Such question is hereby amended and restated to read in its entirety as set forth below:
 
“How may I obtain information regarding the Optional Repurchase Price?
 
Commencing on the first day of the VWAP Period, an indicative Optional Repurchase Price will be available http://www.gencorp.com/4.0625optionalrepurchase/. We will determine the final Optional Repurchase Price promptly after the close of trading on the New York Stock Exchange on the day preceding the Expiration Date. We will announce the final Optional Repurchase Price by press release and on the webpage no later than 5:00 p.m., New York City time, on the day prior to the Expiration Date, and will amend the Schedule TO that will be filed in connection with the Option to disclose the final purchase price for the Debentures and attach the press release as an exhibit. The final Optional Repurchase Price will also be available at that time at http://www.gencorp.com/4.0625optionalrepurchase/ and at (800) 689-0851. See “Important Information Concerning the Option – Information Concerning the Debentures – Optional Repurchase Price.””

This Supplement also amends, modifies and supersedes the third and fifth paragraphs of Section “2.2. Optional Repurchase Price” in the Amended and Restated Optional Repurchase Notice. Such paragraphs are hereby amended and restated to read in its entirety as set forth below:

“The number of shares of the Common Stock a Holder will receive in exchange for the Optional Repurchase Price will be that number of shares equal to (x) the Optional Repurchase Price to be paid to such Holder, divided by (y) the product of (i) the price per share of the Common Stock determined during the 40 consecutive Trading Days ending on the second Trading Day immediately preceding the Optional Repurchase Date using the sum of the Repurchase Daily Price Fractions for such 40 consecutive Trading Days (where “Repurchase Daily Price Fraction” means, for each such trading day, 2.5% multiplied by the Daily VWAP per share of Common Stock for such day), multiplied by (ii) 97.5%.The Daily VWAP for any trading day will be the per-share volume-weighted average price of the Common Stock on the NYSE, as displayed under the heading “Bloomberg VWAP” on the appropriate page of Bloomberg, in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session of the NYSE on such trading day.”

“Commencing on the first day of the VWAP Period, an indicative average Daily VWAP and the resulting indicative Optional Repurchase Price will be available at http://www.gencorp.com/4.0625optionalrepurchase/ and at (800) 689-0851. We will determine the final Optional Repurchase Price promptly after the close of trading on the New York Stock Exchange on the day preceding the Expiration Date. We will announce the final Optional Repurchase Price by press release and on the webpage no later than 5:00 p.m., New York City time, on the day prior to the Expiration Date, and will amend the Schedule TO that will be filed in connection with the Option to disclose the final purchase price for the Debentures and attach the press release as an exhibit. The final Optional Repurchase Price will also be available at that time at http://www.gencorp.com/4.0625optionalrepurchase/ and at (800) 689-0851.”

To exercise your Option to have the Company repurchase the Debentures and to receive payment of the Optional Repurchase Price, you must validly surrender your Debentures through DTC’s transmittal procedures prior to 5:00 p.m., New York City time, on December 30, 2014. If your Debentures are held through a broker, dealer, commercial bank, trust company or other nominee, then you must contact such nominee and instruct such nominee to exercise your Option and surrender your Debentures through the transmittal procedures of DTC.

A Holder may withdraw its Repurchase Notice at any time prior to 5:00 p.m., New York City time, on December 30, 2014 by complying with the withdrawal procedures of DTC and those set forth in Section 3.04 of the Indenture.

The Trustee has informed the Company that, as of the date of the Amended and Restated Optional Repurchase Notice, all Holders of the Debentures hold the Debentures through accounts with DTC and there are no certificated Debentures in non-global form. Accordingly, all Debentures surrendered for purchase hereunder must be delivered through the transmittal procedures of DTC as described in the Amended and Restated Optional Repurchase Notice.

This Supplement should be read in conjunction with the Amended and Restated Optional Repurchase Notice. Except for the changes described herein, all other terms of the Amended and Restated Optional Repurchase Notice remain the same.

The Paying Agent is The Bank of New York Mellon Trust Company, N.A., c/o Bank of New York Mellon Corporation, Corporate Trust-Reorganization Unit, 111 Sanders Creek Parkway, East Syracuse, New York 13057, Attention: Dacia Jones, Phone (315) 414-3349, Fax: (732) 667-9408.
 
 
Dated: November 5, 2014