SC 13D/A 1 gencorp13da-101206.txt OCTOBER 12, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 3) Under the Securities Exchange Act of 1934 GenCorp Inc. ---------------------------------------- (Name of Issuer) Common Stock (Title of Class of Securities) 368682100 ------------------------------ (CUSIP Number) Sandell Asset Management Corp. 40 West 57th Street 26th Floor New York, NY 10019 Attention : Richard Gashler, General Counsel 212-603-5700 -------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 10, 2006 ------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box |_|. SCHEDULE 13D CUSIP No 368682100 1 NAME OF REPORTING PERSON Castlerigg Master Investments Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 3,922,248 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,922,248 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,922,248 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Sandell Asset Management Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 5,422,115 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 5,422,115 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,422,115 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Castlerigg International Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 3,922,248 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,922,248 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,922,248 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Castlerigg International Holdings Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 3,922,248 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 3,922,248 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,922,248 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.0% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON CGS, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 1,499,867 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,499,867 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,867 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Castlerigg Global Select Fund Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 1,499,867 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 1,499,867 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,499,867 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON CGO, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Castlerigg Global Opportunity Fund Limited 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON CO 1 NAME OF REPORTING PERSON Thomas E. Sandell 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Sweden NUMBER 7 SOLE VOTING POWER OF 0 SHARES BENEFI- 8 SHARED VOTING POWER CIALLY 5,422,115 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 10 SHARED DISPOSITIVE POWER 5,422,115 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,422,115 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.7% 14 TYPE OF REPORTING PERSON IN This Amendment No.3 is filed with respect to the shares of the common stock, $0.10 par value (the "Common Stock"), of GenCorp. Inc., an Ohio corporation ("Issuer"), beneficially owned by the Reporting Persons (as defined below) as of October 12, 2006 and amends and supplements the Schedule 13D filed on March 16, 2005, as amended (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified. The names of the persons filing this statement on Schedule 13D are: (i) Castlerigg Master Investments Ltd., a British Virgin Islands company ("Castlerigg Master Investments"), (ii) Sandell Asset Management Corp., a Cayman Islands company ("SAMC"), (iii) Castlerigg International Limited, a British Virgin Islands company ("Castlerigg International"), (iv) Castlerigg International Holdings Limited, a British Virgin Islands company ("Castlerigg Holdings" and, collectively with Castlerigg Master Investments and Castlerigg International, the "Castlerigg Fund"), (v) CGS, Ltd., a Cayman Islands exempted company ("CGS"), (vi) Castlerigg Global Select Fund Limited, a Cayman Islands exempted company ("Global Select" and collectively with CGS, the "Global Select Fund"), (vii) CGO, Ltd., a Cayman Islands exempted company ("CGO"), (viii) Castlerigg Global Opportunity Fund Limited, a Cayman Islands exempted company ("Global Opportunity" and collectively with CGO, the "Global Opportunity Fund"), and (ix) Thomas E. Sandell, a citizen of Sweden ("Sandell") (together, the "Reporting Persons"). The shares of common stock beneficially owned by the Castlerigg Fund are owned directly by Castlerigg Master Investments. Castlerigg Holdings is the controlling shareholder of Castlerigg Master Investments and Castlerigg International is the controlling shareholder of Castlerigg Holdings. The shares of common stock beneficially owned by the Global Select Fund are owned directly by CGS. Global Select is indirectly the controlling shareholder of CGS. The Global Opportunity Fund currently owns no shares of Common Stock. SAMC is the investment manager of the Castlerigg Fund, the Global Select Fund and the Global Opportunity Fund. The controlling shareholder of SAMC is Sandell. Item 3. Source and Amount of Funds or Other Consideration Castlerigg Master Investments acquired 3,822,248 shares of the Common Stock and $2,000,000 of the Issuer's 2 1/4% Convertible Subordinated Notes due 2024 convertible into an additional 100,000 shares of the Common Stock at an aggregate cost of $71,303,882. The funds used to purchase these securities were obtained from a combination of the general working capital of the Castlerigg Fund and margin account borrowings made in the ordinary course of business. CGS acquired 1,499,867 shares of the Common Stock at an aggregate cost of $20,856,199. The funds used to purchase the shares of Common Stock were obtained from a combination of the general working capital of the Global Select Fund and margin account borrowings made in the ordinary course of business. CGO no longer owns any shares of the Common Stock. Item 5. Interest in Securities of the Issuer (a). (i) Castlerigg Master Investments owns 3,922,248 shares of Common Stock, representing 7.0% of the outstanding shares of Common Stock. By virtue of control relationships, Castlerigg International and Castlerigg Holdings may be deemed to beneficially own the shares of Common Stock owned by Castlerigg Master Investments. (ii) CGS owns 1,499,867 shares of Common Stock, representing 2.7% of the outstanding shares of Common Stock. By virtue of control relationships, Global Select may be deemed to beneficially own the shares of Common Stock owned by CGS. (iii) CGO no longer owns any shares of Common Stock. (iv) By virtue of control relationships, SAMC and Sandell may each be deemed to beneficially own the shares of Common Stock beneficially owned by the Castlerigg Fund, the Global Select Fund and the Global Opportunity Fund. (v) The Reporting Persons as a group beneficially own 5,422,115 shares of Common Stock, representing 9.7% of the outstanding shares of Common Stock. (b). None of the Reporting Persons has sole power to vote or to direct the vote or sole power to dispose or to direct the disposition of the Shares. (i) Each of Castlerigg Master Investments, Castlerigg International, Castlerigg Holdings, SAMC and Sandell has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 3,922,248 shares of Common Stock held by Castlerigg Master Investments. (ii) Each of CGS, Global Select, SAMC and Sandell has shared power to vote and to direct the vote and shared power to dispose and to direct the disposition of the 1,499,867 shares of Common Stock held by CGS. (c). A list of the transactions in Issuer common stock that were effected by the Reporting Persons during the past sixty days is attached as Appendix I. (d). N/A (e). On October 2, 2006, CGO indirectly transferred its shares to CGS and no longer owns any shares of Common Stock. Therefore, neither CGO nor the Global Opportunity Fund shall be Reporting Persons on this Schedule 13D after the date hereof. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 12, 2006 CASTLERIGG MASTER INVESTMENTS LTD. By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director SANDELL ASSET MANAGEMENT CORP. By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CASTLERIGG INTERNATIONAL LIMITED By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CASTLERIGG INTERNATIONAL HOLDINGS LIMITED By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CGS, LTD. By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CASTLERIGG GLOBAL SELECT FUND LIMITED By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CGO, LTD. By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director CASTLERIGG GLOBAL OPPORTUNITY FUND LIMITED By: /s/ Thomas E. Sandell ------------------------------ Thomas E. Sandell, Director /s/ Thomas E. Sandell ---------------------------------- Thomas E. Sandell APPENDIX I TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS (All regular market transactions were effected on the New York Stock Exchange.) Date of Person effecting Amount of Price per Where and transaction transaction securities share or unit how the Bought/(Sold) transaction was effected ----------- ---------------- ------------- ------------- ------------ 10/12/2006 GS 25,600 $13.58 Regular market transaction 10/12/2006 GS 224,400 13.71 Regular market transaction 10/11/2006 GS 41,000 13.39 Regular market transaction 10/11/2006 GS 200,000 13.35 Regular market transaction 10/11/2006 GS 77,900 13.31 Regular market transaction 10/10/2006 GS 30,000 13.34 Regular market transaction 10/10/2006 GS 380,400 13.29 Regular market transaction 10/10/2006 GS 44,400 13.20 Regular market transaction 10/9/2006 GS 8,000 12.77 Regular market transaction 10/9/2006 Castlerigg Master 12,000 12.77 Regular market Investments transaction 10/9/2006 Castlerigg Master 226,548 12.92 Regular market Investments transaction 10/9/2006 CGS 151,032 12.92 Regular market transaction