-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AgQE67DHzvqbLA2tdmpr4XkKXDZlGtv59S8M2QYAdpJXZ5bRgNvn7hlAMgs/02gm IwgdFasyktckOk4dGsZ+IA== 0000950152-97-000586.txt : 19970225 0000950152-97-000586.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950152-97-000586 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970204 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 97517204 BUSINESS ADDRESS: STREET 1: 175 GHENT RD CITY: FAIRLAWN STATE: OH ZIP: 44333 BUSINESS PHONE: 2168694200 MAIL ADDRESS: STREET 1: 175 GHENT RD CITY: FAIRLAWN STATE: OH ZIP: 44333 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 8-K 1 GENCORP 8-K 1 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) January 20, 1997 GenCorp Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-1520 34-0244000 - -------------------------------------------------------------------------------- (State of (Commission File Number) (IRS Employer incorporation) Identification No.) 175 Ghent Road, Fairlawn, Ohio 44333-3300 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (330) 869-4200 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 Item 5. Other Events - --------------------- On January 20, 1997, the Board of Directors of GenCorp Inc. extended GenCorp's Shareholder Rights Plan, as amended, for ten additional years. The Rights under the extended Plan will expire February 18, 2007. Item 7. Exhibits - -----------------
Table Exhibit Item No. Exhibit Description Letter - -------- ------------------- ------ 4 Amendment, dated as of January 20, 1997 to 4.1 the Rights Agreement dated as of February 18, 1987, as amended on December 7, 1987 and August 21, 1995, between GenCorp Inc. and The Bank of New York, as Successor Rights Agent.
SIGNATURE Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENCORP INC. By: /s/ Edward R. Dye --------------------- Name: Edward R. Dye Title: Secretary Dated: February 3, 1997 (2) EX-4.1 2 EXHIBIT 4.1 1 Exhibit 4.1 AMENDMENT TO RIGHTS AGREEMENT Amendment, dated as of January 20, 1997 to the Rights Agreement dated as of February 18, 1987, as amended on December 7, 1987 and August 21, 1995, (the "Rights Agreement"), between GenCorp Inc., an Ohio corporation (the "Company") and The Bank of New York, a New York banking corporation (the "Successor Rights Agent"). RECITALS A. The Company and the Successor Rights Agent are currently parties to the Rights Agreement, under which the Successor Rights Agent serves as Rights Agent. B. Section 5.4 of the Rights Agreement provides that the Company and the Rights Agent may amend the Rights Agreement to make changes which do not materially adversely affect the interests of the holders of Rights. C. All acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and performed, and the execution and delivery of this Amendment by the Company and the Successor Rights Agent have been in all respects duly authorized by the Company and the Successor Rights Agent. NOW, THEREFORE, the Company and the Successor Rights Agent agree as follows: 1. Amendments to Rights Agreement The parties hereto agree that the Rights Agreement shall be amended as provided below, effective as of the date of this Amendment: (a) Subsection (i) of Section 1.1 of the Rights Agreement shall be deleted in its entirety and replaced with the following: (i) "Expiration Time" shall mean the earlier of (i) the Redemption Time or (ii) the close of business on February 18, 2007. 1 2 (b) Subsection (a) of Section 5.1 of the Rights Agreement shall be deleted in its entirety and replaced with the following: 5.1 REDEMPTION. (a) The Board of Directors of the Company may, at its option, at any time prior to the earlier of (i) the close of business on the tenth day (or such later date, not beyond the thirtieth day, as may be fixed by the Board of Directors of the Company by notice to the Rights Agent and publicly announced by the Company) following the Stock Acquisition Date (or, if the Stock Acquisition Date shall have occurred prior to the Record Date, the close of business on the twentieth day following the Record Date) and (ii) February 18, 2007, redeem all but not less than all the then outstanding Rights at a redemption price of $.02 per Right, as such amount may be appropriately adjusted as provided in Section 2.3 hereof, and the Company may, at its option, pay the Redemption Price either in shares of Common Stock (based on the Market Price of the shares of Common Stock at the Redemption Time) or cash. (c) Section 5.9 of the Rights Agreement is amended by changing the address of the Company as follows: GenCorp Inc. 175 Ghent Road Fairlawn, Ohio 44333-3300 Attention: Secretary 2. Miscellaneous (a) Except as otherwise expressly provided, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement. (b) Each party hereto waives any requirement under the Rights Agreement that any additional notice be provided to it pertaining to the matters covered by this Amendment. 2 3 (c) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which counterparts shall together constitute but one and the same document. IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first written above. ATTEST: GENCORP INC. By: /s/ Robert F. Rywalski By: /s/ Edward R. Dye ------------------------- --------------------------- Name: Robert F. Rywalski Name: Edward R. Dye ----------------------- ------------------------ Title: Assistant Secretary Title: Secretary -------------------- ----------------------- ATTEST: THE BANK OF NEW YORK, AS RIGHTS AGENT By: /s/ Jeffrey Grosse By: /s/ John I. Sivertsen ------------------------- --------------------------- Name: Jeffrey Grosse Name: John I. Sivertsen ---------------------- ------------------------ Title: Assistant Vice President Title: Vice President ------------------------- ------------------------ 3 -----END PRIVACY-ENHANCED MESSAGE-----