-----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, JHKlDpY5pytHlWac2drnDDeoxtuKROpl9RVWorbkreWHTy0PbA5m/dzyTDfallpN FLbJE7VmHzSP4OIcK+Srrg== 0001209191-05-003211.txt : 20050114 0001209191-05-003211.hdr.sgml : 20050114 20050114152527 ACCESSION NUMBER: 0001209191-05-003211 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20050114 DATE AS OF CHANGE: 20050114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIDION JAMES J CENTRAL INDEX KEY: 0001022081 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01520 FILM NUMBER: 05530608 BUSINESS ADDRESS: BUSINESS PHONE: 2136133123 MAIL ADDRESS: STREET 1: 533 S FREMONT AVE CITY: LOS ANGELES STATE: CA ZIP: 90071-1798 ISSUER: 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 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 5 1 doc5.xml FORM 5 SUBMISSION X0202 5 2004-11-30 0 0 0 0000040888 GENCORP INC GY 0001022081 DIDION JAMES J HIGHWAY 50 & AEROJET ROAD RANCHO CORDOVA CA 95670 1 0 0 0 Stock Options (Right to buy) 7.73 2004-10-28 5 G 0 7075 D 2003-08-05 2013-02-05 Common Stock 7075 0 D Stock Options Right to buy) 10.92 2004-10-28 5 G 0 5085 D 2004-08-06 2014-02-06 Common Stock 5085 0 D Stock Options (Right to buy) 14.00 2004-10-28 5 G 0 4630 D 2003-01-02 2012-01-02 Common Stock 4630 0 D Phantom Stock Unit 2004-10-28 5 G 0 10284.341 D Common Stock 10284.341 0 I By Plan Stock Options (Right to buy) 14.00 2004-10-28 5 G 0 4630 A 2003-01-02 2012-01-02 Common Stock 4630 4630 I By Trust Stock Options (Right to buy) 7.73 2004-10-28 5 G 0 7075 A 2003-08-05 2013-02-05 Common Stock 7075 7075 I By Trust Stock Options (Right to buy) 10.92 2004-10-28 5 G 0 5085 A 2004-08-06 2014-02-06 Common Stock 5085 5085 I By Trust Phantom Stock Unit 2004-10-28 5 G 0 10284.341 A Common Stock 10284.341 10284.341 I By Trust On October 28, 2004, Mr. Didion transferred all GenCorp stock options and his entire interest in the GenCorp Deferred Compensation Plan for Nonemployee Directors, including Phantom Stock Units, to the Didion Trust (James J. Didion and Gloria K. Didion, Trustees). Due to the nature of this transaction (i.e. a gift), the Price of the Derivative Security is not relevant to this transaction. These Derivative Securities are Phantom Stock Units in the GenCorp Deferred Compensation Plan for Nonemployee Directors. The Phantom Stock Units are payable in cash upon a future date elected by the Director at the time of deferral, based upon the market value of GenCorp common shares at the time of payment. Therefore, there is no Conversion or Exercise Price for these Derivative Securities. Since Mr. Didion's last reporting of Phantom Stock Units, 87.341 shares have been added to his balance. These shares include Phantom Stock Units acquired under the Dividend Reinvestment Plan in the Deferred Compensation Plan for Nonemployee Directors on 11-30-03, 2-27-04 and 5-28-04. Under the terms of the GenCorp Deferred Compensation Plan for Nonemployee Directors, there is no Exercisable Date for Phantom Stock Units. Under the terms of the GenCorp Deferred Compensation Plan for Nonemployee Directors, there is no Expiration Date for Phantom Stock Units. Mark A. Whitney as Attorney-in-Fact for James J. Didion 2005-01-14 EX-24.5_68945 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know by all these presents, that the undersigned hereby constitutes and appoints each of: Mark A. Whitney, Vice President, Law; Deputy General Counsel and Assistant Secretary; Rebecca A. Bauer, Paralegal; and Yasmin R. Seyal, Senior Vice President and Chief Financial Officer; and, signing singly, as the undersigned's true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer and/or director of GenCorp Inc., Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be effective as of the 1st day of November, 2004. /s/ James J. Didion James J. Didion -----END PRIVACY-ENHANCED MESSAGE-----