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