-----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, WpBCqKoQXkdLNVmiqjig57lz0/Uesr0s96DJVpwgGI/B+lZH0qTzsxDOKsVZlbe4 FwfhULq0Zs/3yF5BlpNZ9A== 0000950152-00-003324.txt : 20000501 0000950152-00-003324.hdr.sgml : 20000501 ACCESSION NUMBER: 0000950152-00-003324 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 20000428 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01520 FILM NUMBER: 612723 BUSINESS ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9163554000 MAIL ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: ANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 11-K 1 GENCORP 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year ended October 31, 1999 Commission File Numbers 1-1520 and 1-15147 A. Full title of the plan: PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES ("Plan") B. Names of issuers of the securities held pursuant to the plan and the addresses of their principal executive offices: GenCorp Inc. P.O. Box 537012 Sacramento, CA 95853-7012 and OMNOVA Solutions Inc. 175 Ghent Road Fairlawn, OH 44333-3300 2 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Audited Financial Statements Years ended October 31, 1999 and 1998 TABLE OF CONTENTS
Report of Independent Auditors.........................................................................1 Statements of Net Assets Available for Benefits........................................................2 Statements of Changes in Net Assets Available for Benefits.............................................3 Notes to Financial Statements..........................................................................4 Signature.............................................................................................13 Consent of Independent Auditors (Exhibit 23)..........................................................14
3 Report of Independent Auditors To GenCorp Inc. as Administrator and GenCorp Inc. and OMNOVA Solutions Inc. as Sponsors of the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies We have audited the accompanying statements of net assets available for benefits of the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies as of October 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at October 31, 1999 and 1998, and the changes in its net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. ERNST & YOUNG LLP Sacramento, California April 18, 2000 1 4 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Statements of Net Assets Available for Benefits
OCTOBER 31, 1999 1998 ------------------------- (Dollars in thousands) Investments in Master Trust: Investments in securities of participating employers at fair value: GenCorp Inc.--common stock fund; 416,655 and .................. $ 4,887 $11,530 507,208 shares, respectively OMNOVA Solutions Inc.--common stock fund; 404,584 shares .............................................. 2,917 -- Investments in securities of unaffiliated issuers at fair value: Participation in Master Trust commingled funds (Note E) .............................................. 51,671 49,661 ------------------------- Net assets available for benefits .................................... $59,475 $61,191 =========================
The accompanying notes to financial statements are an integral part of these statements. 2 5 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Statements of Changes in Net Assets Available for Benefits
YEARS ENDED OCTOBER 31, 1999 1998 ---------------------------- (Dollars in thousands) Net investment income: Net increase in value of Plan's interest in Master Trust commingled funds (Note E) $ 13,263 $ 8,272 GenCorp Inc. common stock dividends 223 317 Interest 13 17 Net realized and unrealized depreciation (4,001) (1,460) ---------------------------- Net investment income 9,498 7,146 Benefits paid to participants (11,198) (8,253) Trustee and manager fees (16) (16) ---------------------------- Decrease in net assets (1,716) (1,123) Net assets available for benefits at beginning of year 61,191 62,314 ---------------------------- Net assets available for benefits at end of year $ 59,475 $ 61,191 ============================
The accompanying notes to financial statements are an integral part of these statements. 3 6 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements Years ended October 31, 1999 and 1998 NOTE A--DESCRIPTION OF PLAN The following description of the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies (the Plan) provides only general information. Participants should refer to the Summary Plan Description and the Plan Prospectus for a more complete description of the Plan's provisions. If there is any discrepancy between the provisions described herein or in the Prospectus or Summary Plan Description, the terms of the Plan as set forth in the Plan document shall be controlling. Copies of the Summary Plan Description and the Prospectus for the Plan are available from the Plan administrator. GENERAL The Plan is a defined contribution plan which, prior to September 1, 1989, was available to salaried and certain non-union hourly employees of GenCorp Inc. and certain participating companies (GenCorp or the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective December 1, 1989, the Savings and Profit Sharing Plan of RKO General, Inc., and Certain Subsidiary Companies was merged into the Plan. Effective October 1, 1999, GenCorp Inc. spun off its Performance Chemicals and Decorative & Building Products businesses into a separate, independent public company, OMNOVA Solutions Inc. (OMNOVA). As a result, the Plan was amended to become a multiple employer plan whereby OMNOVA is a participating sponsor of the Plan and the employees of OMNOVA will participate in the Plan. GenCorp continues to be both administrator and sponsor of the Plan. VESTING Effective August 31, 1989, all participant and Company contributions to the Plan were discontinued in conjunction with the establishment of the GenCorp/OMNOVA Joint Retirement Savings Plan, and the Plan interests of all participants became fully vested and nonforfeitable. 4 7 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE A--DESCRIPTION OF PLAN (CONTINUED) PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's allocations of Plan earnings and is charged with an allocation of certain administrative expenses (see "Plan Expenses" below). Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. INVESTMENT OPTIONS Participants may invest their contributions in various investment options. All Company and OMNOVA matching contributions are held solely in the GenCorp Stock Fund or OMNOVA Solutions Inc. Stock Fund, respectively. The GenCorp Stock Fund--The fund is invested in common stock of the Company. The OMNOVA Solutions Inc. Stock Fund--The fund is invested in common stock of OMNOVA. Interest Income Fund--The fund currently is invested primarily in investment contracts of insurance carriers and/or banks (GICs) as well as marketable debt securities. Diversified Equity Fund--The fund is designed to emulate the performance of the Standard & Poor's 500 Stock Index and is invested primarily in common stocks and other equity securities of companies included in the Standard & Poor's 500 Stock Index and/or one or more funds designed to emulate the performance of the Standard & Poor's 500 Stock Index. PAYMENT OF BENEFITS Distribution of the value of Plan shares to a participant who terminates or elects a voluntary withdrawal is made in accordance with the terms of the Plan. 5 8 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE A--DESCRIPTION OF PLAN (CONTINUED) PLAN EXPENSES Fees and expenses are paid by GenCorp and OMNOVA, except that terminated participants pay fees at a flat annual rate of 1/10 of one percent of their Plan assets. These fees are deducted quarterly from such participants' accounts. Expenses incurred in connection with the purchase or sale of securities and expenses incurred in the preservation of the Trust Fund are paid from trust assets. All other administrative costs of the Plan are paid ratably by GenCorp and OMNOVA. NOTE B--SUMMARY OF ACCOUNTING POLICIES INVESTMENT VALUATION AND INCOME RECOGNITION Investments in GenCorp and OMNOVA common stock are valued at the closing price of the respective common stock on the last trading day of the Plan's fiscal year. Investments in marketable equity and debt securities are valued at fair value as determined on the last business day of the Plan's fiscal year by the Trustee or investment manager. Investment contracts, which are considered fully-benefit responsive, are valued at contract value, which approximates fair value. USE OF ESTIMATES The preparation of these financial statements in conformity with accounting principles generally accepted in the United States requires the Plan's investment managers and Trustee, who are fiduciaries of the Plan, to make estimates, assumptions and valuations that affect the amounts reported in the financial statements and accompanying footnotes. Actual results could differ from those estimates. 6 9 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE B--SUMMARY OF ACCOUNTING POLICIES (CONTINUED) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In September 1999, the AICPA issued Statement of Position (SOP) 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters. The SOP is effective for financial statements for plan years ending after December 15, 1999, and eliminates the previous requirements for a defined contribution plan to present investments by general type for participant-directed investments in the statement of net assets available for benefits, to disclose participant-directed investment programs, to disclose the total number of units and the net asset value per unit during the period and at the end of the period, and to disclose benefit-responsive investment contracts by investment fund option. The Plan sponsors have elected to early adopt the provisions of the SOP effective for the 1999 Plan year and have reclassified certain 1998 amounts to conform to the 1999 presentation requirements. Additionally, the Plan sponsors believe the effect of adopting the SOP will have no future impact on the assets available for benefits or changes in assets available for benefits of the Plan. NOTE C--NONPARTICIPANT-DIRECTED INVESTMENTS Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows:
OCTOBER 31, 1999 1998 ----------------------------- (Dollars in thousands) Net assets: GenCorp Inc. common stock fund $ 4,887 $ 11,530 OMNOVA Solutions Inc. common stock fund 2,917 - ----------------------------- Total $ 7,804 $ 11,530 =============================
7 10 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE C--NONPARTICIPANT-DIRECTED INVESTMENTS (CONTINUED)
YEARS ENDED OCTOBER 31, 1999 1998 ----------------------------- (Dollars in thousands) Changes in net assets: Interest and dividends $ 236 $ 334 Net realized and unrealized depreciation in fair value (1,621) (1,460) Distributions to participants (1,593) (1,882) Transfers to participant-directed investments (744) (392) Trustee and manger fees (4) (3) ----------------------------- Decrease in net assets (3,726) (3,403) Net assets available for benefits at beginning of year 11,530 14,933 ----------------------------- Net assets available for benefits at end of year $ 7,804 $ 11,530 =============================
8 11 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE D--PLAN SHARE VALUE CALCULATION Plan share values are calculated in accordance with the Plan document. Plan share values as of October 31, 1999 and 1998 are as follows:
OMNOVA GENCORP SOLUTIONS INTEREST DIVERSIFIED (Amounts in thousands, STOCK STOCK INCOME EQUITY except Plan share values FUND FUND FUND FUND ----------------------------------------------------------- As of October 31, 1999: Fair value of net assets $ 4,887 $ 2,917 $ 12,025 $ 39,646 =========================================================== Plan shares 84 7,676 3,224 188 =========================================================== Plan share values at year end $ 58.47 $ .38 $ 3.73 $ 211.15 =========================================================== As of October 31, 1998: Fair value of net assets $ 11,530 - $ 12,611 $ 37,050 =========================================================== Plan shares 105 - 3,583 221 =========================================================== Plan share values at year end $ 109.81 - $ 3.52 $ 167.64 ===========================================================
NOTE E--INVESTMENTS IN MASTER TRUST The Master Trust is an investment trust formed for the investment of the assets of the defined contribution plans sponsored by GenCorp and OMNOVA. At October 31, 1999 and 1998, the Master Trust consisted of all assets of such plans and included ten investment funds, two of which were separate GenCorp Stock Funds, one each for the GenCorp/OMNOVA Solutions Joint Retirement Savings Plan and the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies, and another two of which were separate OMNOVA Solutions Inc. Stock Funds, one each for the respective plans. 9 12 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE E--INVESTMENTS IN MASTER TRUST (CONTINUED) The assets of the Plan's Interest Income Fund and Diversified Equity Fund are commingled in the Master Trust with the assets of the other defined contribution plans' Interest Income Funds and Diversified Equity Funds to create the two corresponding master investment funds, the Interest Income Fund and the Diversified Equity Fund of the Master Trust. The Plan does not participate in the Master Trust's International Equity Fund, Balanced Fund, Diversified Bond Fund or Short-Term Investment Fund. The Interest Income Fund and the Diversified Equity Fund of the Plan have undivided interests in the commingled total assets of the Interest Income Fund and the Diversified Equity Fund of the Master Trust. Ownership is represented by units of participation. Participation by the Plan's funds in the corresponding Interest Income and Diversified Equity Funds of the Master Trust is increased or decreased by the purchase or redemption of units of participation at the unit value established at the end of the day on which the purchase or redemption occurred. Income and gains and losses are allocated among the Plans based on their proportionate dollar interest in the Master Trust. Financial information for the Master Trust funds is as follows:
OCTOBER 31, 1999 1998 ---------------------------- (Dollars in thousands) STATEMENTS OF ASSETS Investments, at fair value: Cash $ 22,369 $ 6,392 Money market funds 4,065 12,960 U.S. Government securities 14,707 13,107 Corporate debt securities 3,743 7,058 Stock index fund investments 230,867 197,845 Investment contracts (GICs) 77,672 89,289 Accrued interest receivable 935 1,691 Employer related investments 103,974 129,346 ---------------------------- 458,332 457,688 Payables (120) (55) ---------------------------- Total net assets, at fair value $ 458,212 $ 457,633 ============================
10 13 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE E--INVESTMENTS IN MASTER TRUST (CONTINUED)
YEARS ENDED OCTOBER 31, 1999 1998 --------------------------- (Dollars in thousands) STATEMENTS OF CHANGES IN ASSETS Additions (deductions): Interest income $ 7,635 $ 7,598 Dividends 2,759 3,423 Net realized and unrealized appreciation 21,900 15,703 Net transfers and administrative expenses (31,715) (9,981) --------------------------- Net increase in value of assets during the year 579 16,743 Fair value of assets--beginning of year 457,633 440,890 --------------------------- Fair value of assets--end of year $ 458,212 $ 457,633 ============================
Net realized and unrealized appreciation (depreciation) of assets for the Master Trust funds is as follows:
YEARS ENDED OCTOBER 31, 1999 1998 ---------------------------- (Dollars in thousands) Master Trust Funds: GenCorp and OMNOVA Solutions Inc. $ (24,344) $ (18,972) Stock Funds Interest Income Fund (500) 442 Diversified Equity Fund 41,088 30,268 Balanced Fund 3,302 2,944 International Equity Fund 2,343 764 Diversified Bond Fund 11 139 Short-Term Investment Fund - 118 ---------------------------- Net realized and unrealized appreciation of assets $ 21,900 $ 15,703 ============================
11 14 Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies Notes to Financial Statements (continued) NOTE E--INVESTMENTS IN MASTER TRUST (CONTINUED) The aggregate of the Plan's interest in the funds equaled 13% of the total value of the Master Trust at October 31, 1999 and 1998, respectively. NOTE F--PLAN TERMINATION Although currently neither sponsor has expressed any intention to do so, the Company and OMNOVA each have the right under the Plan to terminate the Plan as to their employees subject to the provisions of ERISA. In the event of Plan termination, participants would continue to be 100 percent vested in their accounts. NOTE G--INCOME TAX STATUS The Internal Revenue Service ruled on January 7, 1997 that the Plan qualifies under Section 401(a) and 401(k) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Company believes the Plan is being operated in compliance with applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt. 12 15 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, GenCorp Inc., as Plan Administrator, has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES By /s/ M. F. Martin ------------------------------- Michael F. Martin Vice President and Controller Date: April 28, 2000 13 EX-23 2 EXHIBIT 23 1 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Prospectuses constituting part of GenCorp Inc.'s Post-Effective Amendment No. 1 to Registration Statement No. 2-80440 on Form S-8 and Post-Effective Amendment No. 4 to Registration Statement No. 2-66840 on Form S-8 pertaining to the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies of our report dated April 18, 2000, with respect to the financial statements of the Profit Sharing Retirement and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies included in this Annual Report on Form 11-K for the year ended October 31, 1999. Ernst & Young LLP Sacramento, California April 28, 2000 14 -----END PRIVACY-ENHANCED MESSAGE-----