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) July 12, 2004

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 2. Acquisition or Disposition of Assets

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 July 12, 2004.

Exhibit 99.1 is a GenCorp Inc. press release dated July 12, 2004, in which GenCorp announced that the Company is currently in negotiations regarding the sale of its GDX Automotive business. For this reason, the Company also announced that it has rescheduled its fiscal 2004 second quarter earnings release and conference call to Thursday, July 15, 2004, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) from the previously scheduled date of Monday, July 12, 2004.

Item 7. Exhibits

     99.1      GenCorp Inc.’s press release dated July 12, 2004.

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: July 16, 2004

  EX-99.1 2 l08564aexv99w1.htm EXHIBIT 99.1 PRESS RELEASE

EXHIBIT 99.1

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 Negotiations to Sell Its GDX Automotive Segment

Reschedules Date and Time of Its Second Quarter
Earnings Release and Conference Call

SACRAMENTO, Calif.,– July 12, 2004 – GenCorp, Inc. (NYSE: GY) today announced that the Company is currently in negotiations regarding the sale of its GDX Automotive business. For this reason, the Company also announced that it has rescheduled its fiscal 2004 second quarter earnings release and conference call to Thursday, July 15, 2004, at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) from the previously scheduled date of Monday, July 12, 2004.

The Company noted that the discussions relating to the sale of the GDX Automotive business may not be successful, and a definitive agreement to sell the GDX Automotive business may not be reached. Further, it said that should a definitive agreement be signed, there can be no assurances that a sale will actually be completed, that the purchase price will be at any given level, or what the other terms or the timing of the sale might be.

The Company also announced that it has decided to classify the GDX Automotive segment as a discontinued operation as of the second quarter of 2004. The Company will record in that quarter a one-time pre-tax charge of between $250 and $300 million, to adjust the carrying value of the segment to reflect the estimated disposition value.

-more-

Forward-Looking Statements

The statements in this news release regarding the possible sale of the GDX Automotive business, including the timing and the expected impact on the Company’s financial results, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1996. Such forward-looking statements involve risks and uncertainties including, but not limited to, risks and uncertainties relating to the ongoing discussions with respect to the terms, purchase price and timing of the proposed disposition of GDX Automotive, and to market conditions.

About GenCorp

GenCorp is a technology-based manufacturer with positions in the aerospace and defense, pharmaceutical fine chemicals, real estate and automotive industries. Additional information about GenCorp can be obtained by visiting the Company’s web site at www.GenCorp.com.

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EX-99.1

Exhibit 99.1