-----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, Djwm5+yj0nuuR4kJyT/foYNQJ6qDVJtTxIEWoRDPJh52awTSkrLZiro1apuC7USa D0/YZqHIY8srSORUinXtDg== /in/edgar/work/0000950152-00-007418/0000950152-00-007418.txt : 20001025 0000950152-00-007418.hdr.sgml : 20001025 ACCESSION NUMBER: 0000950152-00-007418 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001022 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-01520 FILM NUMBER: 745031 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 8-K 1 l84623ae8-k.txt GENCORP INC. FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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) October 22, 2000 ---------------- GenCorp Inc. ---------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 1-01520 34-0244000 ---- ------- ---------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) Highway 50 and Aerojet Road, Rancho Cordova, California 95670 - ------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) P.O. Box 537012, Sacramento, California 95853-7012 - --------------------------------------- ---------- (Mailing Address) (Zip Code) Registrant's telephone number, including area code (916) 355-4000 -------------- 2 ITEM 5. OTHER EVENTS Attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by this reference is the text of two press releases which were issued by GenCorp Inc. Exhibit 99.1 is a GenCorp Inc. press release dated October 22, 2000, which was issued late in the evening on the said date. In the release, GenCorp Inc. announced that it had signed an agreement to acquire The Laird Group's Draftex International Car Body Seals Division. This acquisition will make GenCorp's Vehicle Sealing business the second largest automotive vehicle sealing supplier in the world. GenCorp anticipates the Draftex acquisition to be complete before year-end. Exhibit 99.2 is a GenCorp Inc. press release dated October 23, 2000, which was issued after close of market on October 23, 2000. In the release, GenCorp Inc. reported additional details on the financial benefits of acquiring the Draftex automotive sealing business. These releases contain forward-looking statements as defined under securities laws, including statements about the expected impact of the acquisition on GenCorp's earnings per share, operating margins and cash flow, and projected improvements to GenCorp's customer base, R & D capabilities and technology. Such forward-looking statements involve risks and uncertainties, which could cause actual results to differ from the statements. These include risks and uncertainties connected with closing the acquisition of the Draftex business and those inherent in integrating the Draftex operations to realize opportunities for improved efficiency, cost saving and improved capabilities. ITEM 7. EXHIBITS Table Exhibit Item No. Exhibit Description Number - -------- ------------------- ------ 99 GenCorp Inc. press release dated October 22, 2000 announcing 99.1 an agreement to acquire The Laird Group's Draftex International Car Body Seals Division. 99 GenCorp Inc. press release dated October 23, 2000 reporting 99.2 additional details on the financial benefits of acquiring The Laird Group's Draftex International Car Body Seals Division. 3 SIGNATURE 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, thereunto duly authorized. GENCORP INC. By: /s/ William R. Phillips ----------------------- Name: William R. Phillips Title: Senior Vice President, Law, General Counsel and Secretary Dated: October 24, 2000 EX-99.1 2 l84623aex99-1.txt EXHIBIT 99.1 1 EXHIBIT 99.1 [GENCORP - LOGO] Rosemary B. Younts Sr. VP, Communications (916) 351-8650 (916) 804-7820 NEWS RELEASE Terry Hall Sr. VP, CFO (202)828-6800 FOR IMMEDIATE RELEASE --------------------- GENCORP MAKES MAJOR STRATEGIC GROWTH MOVE SIGNS AGREEMENT TO ACQUIRE GLOBAL AUTOMOTIVE SUPPLIER, DRAFTEX -------------------------------------------------------------- SACRAMENTO, CA, OCTOBER 22, 2000 - GenCorp (NYSE: GY) today announced that it has signed an agreement to acquire The Laird Group's Draftex International Car Body Seals Division. This acquisition will significantly enhance shareholder value by making GenCorp's Vehicle Sealing business the second largest automotive vehicle sealing supplier in the world, almost doubling segment sales. In addition to adding essential global capability, the immediately accretive acquisition will increase cash generation to fuel other growth activities. "The acquisition of Draftex is consistent with the strategy we outlined early in the year for GenCorp Vehicle Sealing," said GenCorp Chairman and CEO Bob Wolfe. "This strategy has focused on improving margins, cash flow and the competitive position of the business by participating in the consolidation occurring within the automotive industry either as a buyer or a seller. Because businesses in this industry currently have relatively low valuations, the substantial benefits that will be gained from acquiring Draftex clearly made participation as a buyer the best alternative," Wolfe said. "In addition to providing key new growth opportunities for our Vehicle Sealing segment, the acquisition of Draftex will greatly improve GenCorp's cash generation capability in the near term, allowing us to pay down debt and fuel growth in all other areas of the Company, including defense," Wolfe added. Draftex will bring GenCorp about $415 million in global automotive sealing sales, together with 5,484 employees worldwide. Draftex maintains global relationships with Volkswagen, BMW, Mercedes, Renault and Ford. Among its key platforms are the Ford Focus, 2 Volkswagen Golf and Renault Scenic. Included in the purchase agreement are Draftex's German based worldwide headquarters and International European Technical Center, and 11 manufacturing plants in six countries, including Germany, France, Spain, Czech Republic, China and the U.S. GenCorp Vehicle Sealing, with 2000 annual sales of about $460 million, is headquartered in Farmington Hills, Michigan, and operates five manufacturing facilities in North America, and two European plants located in Germany and Ireland. GenCorp has earned its leading position in the Sport Utility Vehicle and Light Truck market segments by participating on programs that include the Ford F-Series and Ranger Pickups, Ford Explorer, General Motors' Chevy Pickup and the Mercedes All Purpose Vehicle - many of which are among the top ten best selling vehicles in this segment of the American market. GenCorp has further strengthened its position over the past two years with numerous new platform awards such as the Ford Escape, Ford Explorer Sport, Mazda Tribute, the next generation Lincoln and others. The acquisition of Draftex will enhance GenCorp Vehicle Sealing in a number of important ways: - Increases annual combined sales to an estimated $875 million, together with significant increases in profit and cash generation capabilities; - Provides international scale, essential in the automotive environment to successfully serve and support OEM customers on a global basis; - Allows GenCorp to rationalize and restructure production capacity in both Europe and North America to achieve better utilization and profitability in its operations; - Broadens and geographically diversifies GenCorp Vehicle Sealing's customer base; - Greatly expands GenCorp Vehicle Sealing's presence in the passenger car market segment which, when combined with an existing leadership position in the Sport Utility Vehicle and Light Truck markets, provides a more balanced portfolio of products and customers; - Adds additional R&D capabilities and technology, which will enhance support to our customers and enables the development of more complex products; - Provides immediate entry into the Asian market as a platform for future growth. GenCorp anticipates the Draftex acquisition to be complete before year-end and expects earnings to be accretive in year one. GenCorp is a technology-based manufacturer, with leading positions in the aerospace and defense, pharmaceutical fine chemicals and automotive industries. Additional information about GenCorp can be obtained by visiting the Company's web site at http://www.GenCorp.com. EX-99.2 3 l84623aex99-2.txt EXHIBIT 99.2 1 EXHIBIT 99.2 [GENCORP-LOGO] Rosemary B. Younts Sr. VP, Communications (916) 351-8650 (916) 804-7820 NEWS RELEASE Terry Hall Sr. VP, CFO (202)828-6800 FOR IMMEDIATE RELEASE --------------------- GENCORP REPORTS ADDITIONAL DETAILS ON FINANCIAL BENEFITS OF DRAFTEX AQUISITION SACRAMENTO, CA, OCTOBER 23, 2000 - Following its announcement late yesterday of an agreement to purchase The Laird Group's International Car Body Seals Division, Draftex, GenCorp today reported additional details on the financial benefits of acquiring this global automotive sealing supplier. Draftex will bring GenCorp about $415 million in global automotive sealing sales. The Company expects Draftex operating margins to be similar to current margins of about 6.5% at its Vehicle Sealing segment. GenCorp also expects the acquisition, including related cost synergies, to be accretive by at least $0.09 per share in 2001. The Company also stated that the agreement to acquire Draftex is on a debt free basis. At closing, $188 million (Euro 244 million) is payable, with the final price subject to certain post-closing adjustments. The final price will represent a multiple of approximately four times (4x) expected 2001 EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization). The purchase will be financed with new debt. The acquired business will report to Joseph Gray, GenCorp Vice President and President of GenCorp Vehicle Sealing. "We are very excited to add Draftex, with its complementary customer and platform bases, global capabilities and relationships, and outstanding people and technologies, to GenCorp Vehicle Sealing," Gray said. "Among the numerous benefits Draftex offers, the acquisition will also enable us to realize important cost synergies, including the ability to rationalize production capability on both continents," he said. GenCorp Vehicle Sealing also expects to take advantage of cost savings through management consolidation prior to year-end. 2 GenCorp was advised on the transaction by Deutsche Bank and Simmons & Simmons. GenCorp is a technology-based manufacturer with leading positions in the aerospace and defense, pharmaceutical fine chemicals and automotive industries. For more information, visit the Company's web site at http://www.GenCorp.com. -----END PRIVACY-ENHANCED MESSAGE-----