8-K

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) August 6, 2003

GenCorp Inc.
(Exact Name of Registrant as Specified in Charter)

Ohio	1-01520	34-0244000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	IRS Employer 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

Item 5. Other Events

Attached hereto as Exhibit 99.1 and incorporated herein by this reference is the text of the registrant’s press release which was issued on August 6, 2003.

Exhibit 99.1 is a GenCorp Inc. press release dated August 6, 2003, in which GenCorp Inc. announced that it has agreed to sell $150 million aggregate principal amount of its Senior Subordinated Notes due 2013 in a private placement to institutional investors. Interest will accrue on the Notes at a rate of 9½% per annum. The private placement is expected to close on August 11, 2003. The primary purpose of the offering is to finance the acquisition by GenCorp’s subsidiary, Aerojet-General Corporation, of substantially all of the assets related to the propulsion business of Atlantic Research Corporation, a subsidiary of Sequa Corporation, and to refinance existing indebtedness. The proposed acquisition is expected to close in late summer of 2003.

Item 7. Exhibits

Table		Exhibit
Item No.	Exhibit Description	Number
99	GenCorp Inc.’s press release dated August 6, 2003, in which GenCorp Inc. announced that it has agreed to sell $150 million aggregate principal amount of its Senior Subordinated Notes due 2013 in a private placement to institutional investors		99.1

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/ Mark A. Whitney
		Name:	Mark A. Whitney Title: Vice President, Law; Deputy General Counsel and Assistant Secretary
Dated:	August 8, 2003

EX-99.1 3 l02589aexv99w1.htm EX-99.1 PRESS RELEASE

EXHIBIT 99.1

[GenCorp Logo]

News Release

Investor Contact:	Yasmin Seyal senior vice president & chief financial officer 916-351-8585
Press Contact:	Linda Beech Cutler vice president, corporate communications 916-351-8650

For Immediate Release

GenCorp Announces Offering of $150,000,000 of
Senior Subordinated Notes Due 2013

Sacramento, CA., — August 6, 2002 —GenCorp Inc. (NYSE: GY) today announced it has agreed to sell $150 million aggregate principal amount of its Senior Subordinated Notes due 2013 in a private placement to institutional investors. Interest will accrue on the Notes at a rate of 9½% per annum. The private placement is expected to close on August 11, 2003.

The primary purpose of the offering is to finance the acquisition by GenCorp’s subsidiary, Aerojet-General Corporation, of substantially all of the assets related to the propulsion business of Atlantic Research Corporation, a subsidiary of Sequa Corporation, and to refinance existing indebtedness. The proposed acquisition is expected to close in late summer of 2003 upon receipt of regulatory and other approvals, including approval under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.

These Notes have not been registered under the Securities Act of 1933, as amended, (Securities Act) and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The statements in this press release regarding the timing of the closing of the offering and any other future aspects relating to the offering

and other statements which are not historical facts are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties, including, but not limited to, market conditions and the price and market for the securities offered.

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EX-99.1

EX-99.1  Press Release