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): March 5, 2015

GenCorp Inc.
(Exact name of registrant as specified in its charter)
Delaware	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 March 5, 2015, GenCorp Inc. (the “Company”) issued a press release announcing an agreement by Aerojet Rocketdyne, Inc. and Easton Development Company, LLC, 100% subsidiaries of the Company, to sell approximately 703 acres of entitled land in Northern California.  A copy of the press release is attached hereto as Exhibit 99.1.

The total potential purchase price for this land is $57.0 million which is comprised of $47.0 million cash and a $10.0 million seller promissory note.  At the initial closing, the buyer will pay $41.3 million cash and the $10.0 million promissory note secured by a first Deed of Trust on a portion of the sale property.  Approximately 150 acres of this land, including a 50 acre portion known as “Area 40,” will be held back from the initial closing.  Upon receipt of regulatory approvals, a closing will take place for the sale of the developable portions of such holdback acreage for $5.7 million.

Area 40 is currently subject to EPA restrictions under a Partial Consent Decree with U.S. Environmental Protection Agency (“EPA”).  Aerojet Rocketdyne, the Company’s subsidiary, is developing a final remediation plan which must be approved by the EPA and others prior to the use of the land.

If the mitigation plan does not allow for the development of the 47-acre community park site within the holdback acreage, other lands in Hillsborough have been identified as an “alternative park site.”  If the City of Folsom accepts the dedication of this alternative site in lieu of the currently proposed site for “Community Park West,” then it will be deeded to the city and the $10.0 million seller promissory note will be reduced by $5.0 million.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No. Exhibits

99.1 Press release, dated March 5, 2015.

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.

March 5, 2015	GENCORP INC.
	By:	/s/ Kathleen E. Redd
		Name:	Kathleen E. Redd
		Title:	Vice President, Chief Financial Officer and Assistant Secretary

EX-99.1

Exhibit 99.1

News Release

For Immediate Release

GenCorp to Sell More Than 700 Acres of Land

in Northern California

SACRAMENTO, Calif., – March 5, 2015 – Easton Development Company, LLC, a wholly owned subsidiary of GenCorp Inc. (NYSE: GY), announced today that it has entered into a definitive agreement to sell approximately 703 acres of entitled land to WestLand Capital Partners L.P. for $57 million. The 703 acres are known as Hillsborough and represent a part of the 6,000 acre Easton Master Plan.

As currently contemplated, Hillsborough includes approximately 2,000 housing units of mixed types, community commercial space, offices, schools, community parks, extensive trails and open space features in preserved oak woodlands. Hillsborough is located south of Highway 50 in Folsom, California.

“We are very pleased to announce the Hillsborough transaction. Today’s agreement is the culmination of many years of focused efforts and collaboration with a wide spectrum of public and private sector stakeholders,” said David Hatch, Easton’s chief operating officer.

The remaining 5,300 acres of the Easton Master Plan are located in the Sacramento metropolitan area along U.S. Highway 50. Located 90 miles east of the San Francisco Bay area and 90 miles west of Lake Tahoe, Easton’s proposed development plan envisions a high quality, livable community with diverse housing types and excellent commercial, retail and civic uses and one of Northern California’s premier development locations. The plan thoughtfully integrates extensive open space preservation areas as well as walking and biking trails.  Easton will take advantage of adjoining commuter light rail, excellent freeway access and short travel times to downtown Sacramento, California and other surrounding locations.

“This agreement is an important step in our continuing development and monetization of the Easton property which is designed to be one of the finest master-planned communities in the nation,” said President and CEO GenCorp and Aerojet Rocketdyne Scott Seymour.

Closing the Hillsborough sale is subject to customary closing conditions, including a 75-day period for WestLand to perform due diligence. Under the terms of the agreement, certain parcels will be transferred as final environmental regulatory approvals are received from federal and state regulatory agencies.

About GenCorp and Easton

GenCorp is a leading technology-based manufacturer of aerospace and defense products and systems with a real estate segment that includes activities related to the entitlement, sale and leasing of the company's excess real estate assets headquartered in Sacramento, California. Easton Development Company, LLC is a wholly owned subsidiary of GenCorp. More information can be obtained by visiting the companies’ websites at http://www.GenCorp.com and http://www.easton-ca.com.

Contact information:

Investors: Kathy Redd, chief financial officer  916.355.2361

Investor Relations: Ron Samborsky, vice president, Investor Relations  916.355.3610

Media: Glenn Mahone, vice president, communications  202.302.9941

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