-----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, LYUX3RpEYq017A+elGsGvWBh90HuhmBc7HsDkK7ybypsD/rEwDGPr2hSHttMYyGq 3GhNmg7rKlplKcWaqJE/1Q== 0000950152-04-007850.txt : 20041103 0000950152-04-007850.hdr.sgml : 20041103 20041103162017 ACCESSION NUMBER: 0000950152-04-007850 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041103 DATE AS OF CHANGE: 20041103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 041116626 BUSINESS ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 9163554000 MAIL ADDRESS: STREET 1: HIGHWAY 50 & AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 8-K 1 l10337ae8vk.htm GENCORP INC. 8-K GenCorp Inc. 8-K
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) November 1, 2004

GenCorp Inc.

(Exact name of registrant as specified in its charter)
         
Ohio   1-01520   34-0244000
 
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (I.R.S. Employer
Identification No.)
     
Highway 50 and Aerojet Road, Rancho Cordova, California   95670
 
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code

916-355-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
o
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
o
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
o
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
o
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

 

TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 7.01. Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
SIGNATURE
EX-10.1 First Supplemental Indenture
EX-99.1 Press Release

Table of Contents

Item 1.01. Entry into a Material Definitive Agreement

     On October 29, 2004, GenCorp Inc. (the “Company”) and The Bank of New York, as Trustee, entered into a supplemental indenture (the “Supplemental Indenture”) to amend the Indenture dated August 11, 2003 (the “Indenture”) governing the Company’s 9½% Senior Subordinated Notes due 2013. The Supplemental Indenture amended the Indenture to (i) permit the Company to refinance its outstanding 5¾% Convertible Subordinated Notes due 2007 (the “5¾% Notes”) with new subordinated debt having a final maturity or redemption date later than the final maturity or redemption date of the 5¾% Notes being refinanced and (ii) provide that the Company shall have up to ten business days to apply the proceeds of refinancing indebtedness toward the redemption or repurchase of outstanding indebtedness. The Supplemental Indenture also amended the definition of refinancing indebtedness in the Indenture to include indebtedness, the proceeds of which are used to pay a premium necessary to accomplish a refinancing.

Item 7.01. Regulation FD Disclosure

     Attached hereto as Exhibit 99.1 and incorporated herein by reference is the text of the registrant’s press release issued on November 1, 2004 in which GenCorp Inc. announced that pursuant to the terms of its previously announced consent solicitation with respect to a proposed amendment to the Indenture governing its 9½% Senior Subordinated Notes due 2013, it has received consents to the amendment representing greater than a majority in principal amount of the Notes outstanding as of the expiration of the consent solicitation at 5:00 pm, New York City time, on October 29, 2004.

Item 9.01. Financial Statements and Exhibits

(c)      Exhibits

     
Exhibit No.
   Description
10.1
  First Supplemental Indenture dated as of October 29, 2004 to Indenture dated as of August 11, 2003 between GenCorp Inc. as Issuer, the Guarantors party thereto as Guarantors, and The Bank of New York as Trustee.
 
    
99.1
  GenCorp Inc.’s press release dated November 1, 2004.

 

Table of Contents

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, hereunto duly authorized.

         
      GENCORP INC.
 
        
  By:   /s/ Mark A. Whitney
     
 
  Name:
Title: 		  Mark A. Whitney
Vice President, Law;
Deputy General Counsel
and Assistant Secretary

Dated: November 3, 2004

 

EX-10.1 2 l10337aexv10w1.txt EX-10.1 FIRST SUPPLEMENTAL INDENTURE Exhibit 10.1 GENCORP INC. as Issuer THE GUARANTORS PARTY HERETO as Guarantors and THE BANK OF NEW YORK as Trustee --------------------------------------------- First Supplemental Indenture Dated as of October 29, 2004 To Indenture Dated as of August 11, 2003 9-1/2% Senior Subordinated Notes due 2013 --------------------------------------------- FIRST SUPPLEMENTAL INDENTURE, dated as of October 29, 2004 (the "First Supplemental Indenture"), between GENCORP INC., an Ohio corporation (the "Issuer"), the guarantors party hereto (the "Guarantors") and THE BANK OF NEW YORK, as trustee (the "Trustee"). RECITALS WHEREAS, the Issuer, the guarantors party thereto and the Trustee have heretofore executed and delivered an Indenture, dated as of August 11, 2003 (the "Indenture"), pursuant to which the Issuer issued $150,000,000 principal amount of its 9-1/2% Senior Subordinated Notes due 2013 (the "Notes"), all of which remain issued and outstanding under the Indenture; WHEREAS, this First Supplemental Indenture is being executed pursuant to a Consent Solicitation Statement of the Issuer, dated October 20, 2004 (the "Statement"), and the related Letter of Consent; WHEREAS, Section 9.2 of the Indenture provides that the Issuer, the guarantors and the Trustee may enter into indentures supplemental to the Indenture for the purpose of changing or modifying in any manner the rights of the Holders of Notes with the consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, subject to certain exceptions specified in Section 9.2 of the Indenture; WHEREAS, the parties hereto are entering into this First Supplemental Indenture to amend Sections 1.1 and 4.10 of the Indenture (the "Amendment"); WHEREAS, the execution and delivery of this First Supplemental Indenture and the adoption of the Amendment by the Issuer, the Guarantors and the Trustee has been authorized by the consent of the Holders of at least a majority in aggregate principal amount of the Notes outstanding as of the date hereof; and WHEREAS, the execution and delivery of this First Supplemental Indenture by the Issuer have been authorized by resolutions of the Board of Directors of the Issuer, the execution and delivery of this First Supplemental Indenture by the Guarantors have been authorized by the board of directors, manager or members of each Guarantor, and, subject to the conditions set forth in the Statement, all acts, conditions and requirements necessary to make this First Supplemental Indenture a valid and binding agreement in accordance with its terms and for the purposes herein set forth have been done and taken, and the execution and delivery of this First Supplemental Indenture have been in all respects duly authorized. NOW, THEREFORE, in consideration of the above premises, each party hereto agrees, for the benefit of the other party and for the equal and ratable benefit of the Holders of the Notes, as follows: Section 1. Definitions. For all purposes of this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the terms used herein shall have the respective meanings assigned to them in the Indenture. Section 2. Amendment of the Indenture. (a) The definition of "Refinancing Indebtedness" in Section 1.1 of the Indenture is hereby amended and restated to read in its entirety as follows: "Refinancing Indebtedness' means Indebtedness incurred in connection with any Refinancing by the Company of its 5-3/4% Convertible Subordinated Notes due 2007 (the "5-3/4% Convertible Notes") or any Refinancing by the Company or any Restricted Subsidiary of the Company of any Indebtedness (including Disqualified Capital Stock) incurred in accordance with Section 4.9 (provided that Refinancing Indebtedness shall not include Indebtedness described in clauses (i), (iii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xv), (xvi), (xvii), (xviii), (xix), (xx) (other than the 5-3/4% Convertible Notes) and (xxii) of the definition of Permitted Indebtedness), in each case that does not (1) result in an increase in the aggregate principal amount or liquidation preference of Indebtedness (or if such Indebtedness was issued with an original issue discount, the accreted value thereof as determined in accordance with GAAP) of such Person (except to the extent that any such increase is otherwise permitted by the Indenture); provided, that such Refinancing Indebtedness may increase such principal amount by the amount of reasonable expenses incurred by the Company or such Restricted Subsidiary, as the case may be, in connection with such Refinancing, and the amount of any premium necessary to accomplish such Refinancing, or (2) create Indebtedness with (A) a Weighted Average Life to Maturity that is less than the Weighted Average Life to Maturity of the Indebtedness being Refinanced or (B) a final maturity or redemption date earlier than the final maturity or redemption date of the Indebtedness being Refinanced; provided, however, that (x) if such Indebtedness being Refinanced is Indebtedness of the Company, then such Refinancing Indebtedness shall be Indebtedness solely of the Company and (y) if such Indebtedness being Refinanced is subordinate or junior to the Notes or the guarantees, then such Refinancing Indebtedness shall be subordinate to the Notes or the guarantees, as the case may be, at least to the same extent and in the same manner as the Indebtedness being Refinanced." (b) Clause (4) of the penultimate paragraph of Section 4.10 of the Indenture is hereby amended and restated to read in its entirety as follows: "(4) if no Default or Event of Default shall have occurred and be continuing, the acquisition (by redemption, repurchase or otherwise) of any Indebtedness of the Company, any Restricted Subsidiary, any Real Estate Venture or any Permitted Joint Venture that is subordinate or junior in right of payment to the Notes either (i) solely in exchange for shares of Qualified Capital Stock of the Company or Refinancing Indebtedness, or (ii) through the application of the net proceeds of a sale for cash (other than to a Subsidiary of the Company) of (A) shares of Qualified Capital Stock of the Company or (B) Refinancing Indebtedness, in each case contemplated in this clause (ii) within ten Business Days of such sale;" Section 3. (c) Operation of First Supplemental Indenture. This First Supplemental Indenture shall take effect on the date that the Trustee receives a certification of results from Global Bondholder Services Corporation, the Issuer's tabulation agent, indicating receipt of the consent of the Holders of at least a majority in aggregate principal amount of the Notes and shall amend the provisions of the Indenture with respect to the Notes. Section 4. Concerning the Trustee. The Trustee accepts the trusts of the Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Indenture, as supplemented by this First Supplemental Indenture, to which the parties hereto and the Holders from time to time of the Notes agree and, except as expressly set forth in the Indenture, as supplemented by this First Supplemental Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals herein contained, which shall be taken as the statements of the Issuer. The Trustee makes no representation and shall have no responsibility as to the validity or sufficiency of this First Supplemental Indenture. Section 5. Miscellaneous. (a) Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. (b) All agreements of the Issuer in this First Supplemental Indenture shall bind the Issuer's successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors. (c) THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (d) If and to the extent that any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision that is required to be included in this First Supplemental Indenture or in the Indenture by the Trust Indenture Act, the required provision shall control. (e) The titles and headings of the sections of this First Supplemental Indenture have been inserted for convenience of reference only, and are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof. (f) This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall represent one and the same agreement. (g) In case any provision of this First Supplemental Indenture shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunto affixed, as of the date first written above. ISSUER GENCORP INC. By: /s/ Mark A. Whitney ----------------------------- Name: Mark A. Whitney Title: Vice President, Law GUARANTORS AEROJET-GENERAL CORPORATION By: /s/ Mark A. Whitney ----------------------------- Name: Mark A. Whitney Title: Secretary AEROJET ORDNANCE TENNESEE, INC. By: /s/ Nabara Kazimi ----------------------------- Name: Nabara Kazimi Title: Assistant Treasurer GENCORP PROPERTY INC. By: /s/ Mark A. Whitney ----------------------------- Name: Mark A. Whitney Title: Vice President and Assistant Secretary GDX LLC By: /s/ Mark A. Whitney ----------------------------- Name: Mark A. Whitney Title: Vice President and Secretary AEROJET FINE CHEMICALS LLC By: /s/ Margaret Hastings ----------------------------- Name: Margaret Hastings Title: Vice President, Law AEROJET INVESTMENTS LTD. By: /s/ Roger W. Overland ----------------------------- Name: Roger W. Overland Title: Assistant Secretary RKO GENERAL, INC. By: /s/ Mark A. Whitney ----------------------------- Name: Mark A. Whitney Title: Vice President and Secretary TRUSTEE THE BANK OF NEW YORK By: /s/ Sandee Parks ----------------------------- Name: Sandee Parks Title: Vice President EX-99.1 3 l10337aexv99w1.txt 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 COMPLETES CONSENT SOLICITATION WITH RESPECT TO ITS 9-1/2% SENIOR SUBORDINATED NOTES DUE 2013 SACRAMENTO, CALIF. - November 1, 2004 - GenCorp Inc. ("GenCorp") (NYSE: GY) announced today that pursuant to the terms of its previously announced consent solicitation with respect to a proposed amendment to the indenture governing its 9-1/2% Senior Subordinated Notes due 2013 (the "Notes"), it has received consents to the amendment representing greater than a majority in principal amount of the Notes outstanding as of the expiration of the consent solicitation at 5:00 pm, New York City time, on October 29, 2004 (the "Expiration Time"). As of the Expiration Time, consents had been received and not withdrawn from approximately $99.8 million in aggregate principal amount, or approximately 67%, of the outstanding Notes. GenCorp, its subsidiaries that are party to the indenture and the trustee under the indenture have executed a supplemental indenture that effects the proposed amendment. Payment of the consent fee is expected to be made today, November 1, 2004. The detailed terms and conditions of the consent solicitation are contained in the consent solicitation statement dated October 20, 2004. Wachovia Securities is the Solicitation Agent for the consent solicitation. Persons with questions regarding the consent solicitation should contact Wachovia Securities, at (704) 715-8341 (collect) or (866) 309-6316 (toll-free). Holders of Notes can obtain copies of the consent solicitation statement and related material from the Information and Tabulation Agent, Global Bondholder Services Corporation, at (212) 430-3774 (banks and brokers) or (866) 873-5600 (toll-free). GenCorp is a technology-based manufacturer with positions in the aerospace and defense and real estate industries. Additional information about GenCorp can be obtained by visiting GenCorp's web site at www.GenCorp.com. This press release contains forward-looking statements based on current management expectations. Numerous factors, including those related to market conditions and those detailed from time to time in GenCorp's filings with the Securities and Exchange Commission, may cause results to differ materially from those anticipated in the forward-looking statements. Many of the factors that will determine GenCorp's future results are beyond the ability of GenCorp to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. Readers should not place undue reliance on forward-looking statements, which reflect management's views only as of the date hereof. GenCorp undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. #### -----END PRIVACY-ENHANCED MESSAGE-----