<PAGE> 1
DRAFT OF: FEBRUARY 10, 1994
(LOGO)THE INFORMATION CONTAINED
IN THIS DOCUMENT IS
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CONFIDENTIAL
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(LOGO) OF CLEVELAND
(216) 621-8384
Fax (216) 621-1132
(LOGO) OF PITTSBURGH
(412) 281-3838
Fax (412) 281-4546
(LOGO) OF CINCINNATI
(513) 621-8384
Fax (513) 621-2901
(LOGO) OF COLUMBUS
(614) 221-8384
Fax (614) 221-8427
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<PAGE> 2
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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
GENCORP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
E. R. DYE, SECRETARY
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies: __________
(2) Aggregate number of securities to which transaction applies: _____________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:1 ______________________________________________
(4) Proposed maximum aggregate value of transaction: _________________________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid: __________________________________________________
(2) Form, Schedule or Registration Statement No.: ____________________________
(3) Filing Party: ____________________________________________________________
(4) Date filed: ______________________________________________________________
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<PAGE> 3
GENCORP INC.
175 GHENT ROAD, FAIRLAWN, OHIO 44333
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------
To the Shareholders of
GenCorp Inc.:
The Annual Meeting of Shareholders of GENCORP INC. (the "Company") will be
held at the Hilton Inn West, 3180 West Market Street, Akron, Ohio, on March 30,
1994 at 9 o'clock a.m. to consider and act on the following matters:
1. Election of Directors to serve a term of three years. (page 2)
2. Ratification of the Board of Directors' selection of Ernst & Young
as independent accountants to audit the books of account and other
corporate records of the Company for 1994. (page 18)
3. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors has fixed the close of business on February 7, 1994
as the record date for the determination of shareholders entitled to receive
notice of and to vote at the meeting.
THE COMPANY HAS A GREAT NUMBER OF SHAREHOLDERS ENTITLED TO VOTE AT THE
MEETING WHO OWN FEWER THAN 100 SHARES. WHETHER YOU OWN ONE SHARE OR HUNDREDS OF
SHARES, YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND
THE MEETING IN PERSON, YOU ARE URGED TO PROMPTLY VOTE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY. YOUR COMPLIANCE WITH THIS REQUEST WILL ENABLE THE COMPANY TO
AVOID ADDITIONAL EXPENSE AND DELAY. A RETURN ENVELOPE, REQUIRING NO POSTAGE IF
MAILED IN THE UNITED STATES, IS ENCLOSED FOR YOUR CONVENIENCE.
By order of the Board of Directors,
EDWARD R. DYE, Secretary
Fairlawn, Ohio
February 11, 1994
<PAGE> 4
ANNUAL MEETING
OF
GENCORP INC.
175 GHENT ROAD, FAIRLAWN, OHIO 44333
------------------
PROXY STATEMENT
February 11, 1994
This Proxy Statement is being mailed to shareholders beginning approximately
February 11, 1994 in connection with the solicitation by the Company, on behalf
of its Board of Directors, of proxies to be used at the Annual Meeting of
Shareholders of the Company which is to be held on March 30, 1994 at the Hilton
Inn West, 3180 West Market Street, Akron, Ohio, for the purposes set forth in
the accompanying Notice of Annual Meeting of Shareholders.
If the accompanying form of proxy is signed, dated and returned it will be
voted, but it may be revoked at any time before it is voted. Shares in respect
of which a proxy or other written instruction is not received by the Company
will not be voted. The presence of a shareholder at the meeting does not revoke
any proxy previously given. A shareholder, without affecting any vote previously
taken, may revoke his or her proxy by giving notice to the Company in writing or
in open meeting.
Shares held for the accounts of shareholders participating in the Company's
automatic Dividend Reinvestment Service will be voted in accordance with the
proxies returned by the participants to the Company in respect of the underlying
shares which the participants hold of record. If such proxies are not returned
by the participants to the Company, the participants' Dividend Reinvestment
Service shares will not be voted.
For participants in the Company's savings and profit sharing plans, the
Trustee for the plans, Mellon Bank N.A., will vote any shares that it holds for
participants' accounts in accordance with the confidential voting instructions
returned by the participants to the Trustee, c/o the Company. If such
confidential voting instructions are not returned by the participants, the
participants' shares held by the Trustee will be voted by the Trustee in
accordance with the instructions of the Benefits Management Committee for the
plans.
A copy of the Company's 1993 Annual Report, including financial statements, is
enclosed in the envelope with this Proxy Statement.
At the close of business on February 7, 1994, there were 31,729,858
outstanding shares of Common Stock and no outstanding shares of Cumulative
Preference Stock of the Company. Holders of outstanding shares of
Common Stock are entitled to one vote for each full share held on the February
7, 1994 record date.
1
<PAGE> 5
NOMINATION AND ELECTION OF DIRECTORS
The Company's Code of Regulations provides for a Board of not less than seven
nor more than seventeen directors, and authorizes the Board to determine from
time to time the number of directors within that range that will constitute the
Board by the affirmative vote of a majority of the members then in office.
Additionally, the Company's Articles of Incorporation require that the Board of
Directors be divided into three classes having staggered terms.
In July 1993, the Board increased the number of directors from ten to eleven
and filled the resulting vacancy by appointing Dr. R. Byron Pipes a director of
the Company.
Mr. J. L. Heckel, who has been President, Chief Operating Officer and a
director of the Company since 1987, has retired from the Company and resigned
from the Board during 1993. Effective November 1, 1993, the Board elected Mr.
John B. Yasinsky President and Chief Operating Officer and a director of the
Company to fill the vacancy created by Mr. Heckel's resignation.
The Board has set the number of directors to be elected at this Annual Meeting
at four. It is recommended that the Board's four nominees named below be elected
to serve for a three-year term expiring at the 1997 Annual Meeting.
Abstentions and non-votes are counted as present for purposes of determining
whether a quorum is present at the meeting. Directors are elected by a plurality
of the votes cast. Votes cast for a nominee will be counted in favor of
election. Withhold votes and broker non-votes will not count either in favor of,
or against, election of a nominee. It is the intention of the persons named in
the accompanying form of proxy, unless authorization to do so is withheld, to
vote for the election of the four nominees. Proxies cannot be voted for a
greater number of persons than the number of nominees named. If, prior to the
meeting, a nominee becomes unable to serve as a director for any reason, the
proxyholders reserve the right to substitute another person of their choice in
such nominee's place and stead. It is not anticipated that any nominee will be
unavailable for election.
The Company has no provision for cumulative voting in the election of
directors. Holders of Common Stock are, therefore, entitled to cast one vote for
each share held on the February 7, 1994 record date for each nominee for
director.
The information set forth below is given as of December 31, 1993. Each nominee
for election at this meeting and each director continuing in office has had the
same principal occupation or employment during the past five years unless
otherwise indicated.
NOMINEES FOR ELECTION AT THIS MEETING TO THREE-YEAR TERMS EXPIRING IN 1997:
J. M. OSTERHOFF
Director since 1990
Executive Vice President and Chief Financial Officer of US WEST Inc., Englewood,
CO (communications services company) since December 1991. Previously Vice
President, Chief Financial Officer of Digital Equipment Corporation, Maynard, MA
(computer systems, software and services company). Chairman of the Finance
Committee and Member of the Audit Committee of the Board. Age 57.
2
<PAGE> 6
P. J. PHOENIX
Director since 1990
Chairman and Chief Executive Officer of Dofasco Inc., Hamilton, Ontario, Canada
(steel manufacturing company) from 1990 until retirement May 1, 1992. President,
Chief Executive Officer and Chief Operating Officer from 1987 until 1990.
Director of The Bank of Nova Scotia, Nova Scotia, Canada; Mutual Life of Canada,
Waterloo, Ontario, Canada and Boise Cascade Corporation, Boise, ID. Chairman of
the Compensation Committee and member of the Finance Committee of the Board. Age
66.
J. R. STOVER
Director since 1987
Chairman of the Board and Chief Executive Officer of Eaton Corporation,
Cleveland, OH (manufacturer of electronic, avionic and transportation products)
from 1986 until retirement January 1, 1992 (President and Chief Operating
Officer from 1979 until 1986). Chairman of the Executive Committee and member of
the Compensation, Finance and Nominating Committees of the Board. Age 67.
J. B. YASINSKY
Director since November 1993
President and Chief Operating Officer of the Company and a Director since
November 1, 1993. Previously Group President, Westinghouse Electric Corporation,
Pittsburgh, PA (power generation and electrical equipment manufacturing company)
since February 1993; President, Westinghouse Power Systems from 1990 to 1993;
Executive Vice President, World Resources and Technology from 1989 to 1990.
Member of the Executive and Public Policy Committees of the Board. Age 54.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1995:
P. X. KELLEY
Director since 1989
Vice Chairman of Cassidy and Associates, Inc., Washington, D.C. (government and
public relations firm) since January 1990 (Vice President from January 1989
until January 1990). General Kelley served as Commandant of the United States
Marine Corps from 1983 until retirement in June 1987. Director of Allied Signal
Inc., Morristown, NJ; PHH Corporation, Hunt Valley, MD; The Wackenhut
Corporation, Coral Gables, FL; Sturm, Ruger and Co., Inc., Southport, CT; UST,
Inc., Greenwich, CT and Saul Centers, Inc., Chevy Chase, MD. Chairman of the
Public Policy Committee and member of the Audit and Nominating Committees of the
Board. Age 65.
DR. R. B. PIPES
Director since July 1993
President of Rensselaer Polytechnic Institute, Troy, NY since July 1993. Provost
of the University of Delaware from 1991 until July 1993 and Dean of the College
of Engineering since 1985. Member of the Nominating and Public Policy Committees
of the Board. Age 52.
3
<PAGE> 7
H. A. SHAW, III
Director since 1990
Chairman of the Board of Huffy Corporation, Dayton, OH (recreational, juvenile
and lawn and garden products company) since April 1993 (Chairman and Chief
Executive Officer since 1986, President and Chief Executive Officer since 1982
and President and Chief Operating Officer since 1979). Director of Society
Corporation, Cleveland, OH; Outboard Marine Corporation, Waukegan, IL; Duriron
Company, Dayton, OH and Baldwin Piano & Organ Corporation, Cincinnati, OH.
Chairman of the Nominating Committee and member of the Compensation and Finance
Committees of the Board. Age 56.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1996:
DR. R. K. JAEDICKE
Director since 1990
Professor of Accounting at the Graduate School of Business, Stanford University,
Stanford, CA since 1961 (formerly served as Dean of the Graduate School of
Business from 1983 until September 1990). Director of Boise Cascade Corporation,
Boise, ID; Homestake Mining Co., San Francisco, CA; Enron Corporation, Houston,
TX; Wells Fargo & Co., San Francisco, CA; California Water Services Company, San
Jose, CA, and State Farm Insurance Companies, Bloomington, IL. Chairman of the
Audit Committee and member of the Public Policy Committee of the Board. Age 65.
R. D. KUNISCH
Director since 1992
Chairman of the Board since 1989, Chief Executive Officer since 1988 and
President since 1984 of PHH Corporation, Hunt Valley, MD (a transnational
business services company). Director of CSX Corporation, Richmond, VA and
Mercantile Bankshares, Baltimore, MD. Member of the Compensation, Audit and
Executive Committees of the Board. Age 52.
J. LAFONTANT-MANKARIOUS
Director since 1993
Partner in the law firm of Holleb & Coff, Chicago, IL since June 1993.
Ambassador-at-Large and U.S. Coordinator for Refugee Affairs from June 1989
until January 1993. Formerly a director of GenCorp from 1988 until June 1989 and
a senior partner in the law firm of Vedder, Price, Kaufman, Kammholz and Day,
Chicago, IL, from 1983 until 1989; Director, Flavors Holdings Inc., New York, NY
and Mafco Worldwide Corporation, New York, NY. Member of the Audit, Executive
and Public Policy Committees of the Board. Age 71.
A. W. REYNOLDS
Director since 1984
Chairman of the Board of Directors since January 1987 and Chief Executive
Officer of the Company since August 1985 (President and Chief Operating Officer
from September 1984 until August 1985); Executive Vice President of TRW Inc.,
Cleveland, OH (manufacturer of electronic, aerospace and automotive components)
from 1971 until September 1984, and a Director of TRW from 1975 until 1984.
Director and Chairman of the Federal Reserve Bank of Cleveland, Cleveland, OH;
Director of Eaton Corporation, Cleveland, OH, and Boise Cascade Corporation,
Boise, ID. Member of the Executive, Finance and Nominating Committees of the
Board. Age 60.
4
<PAGE> 8
HOLDINGS OF SHARES OF THE COMPANY'S CAPITAL STOCK
SECURITY OWNERSHIP OF MANAGEMENT
The following table lists share ownership of the Company's Common Stock by
directors and executive officers of the Company as of December 31, 1993, except
for Mr. J. B. Yasinsky whose ownership is as of January 26, 1994. Unless
otherwise indicated, share ownership is direct.
<TABLE>
<CAPTION>
PERCENT
AMOUNT OF OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(2)
<S> <C> <C>
- ---------------------------------------------------------------------------------------
R. K. Jaedicke 200 --
P. X. Kelley 1,066 --
R. D. Kunisch 1,000 --
J. Lafontant-Mankarious 200 --
J. M. Osterhoff 2,251 --
P. J. Phoenix 1,000 --
R. B. Pipes -0- --
H. A. Shaw 2,000 --
J. R. Stover 1,500 --
J. B. Yasinsky 5,126(1) --
A. W. Reynolds 30,759(1) --
R. I. Ramseier 3,800(1) --
M. L. Isles 3,009(1) --
D. M. Steuert 9,392(1) --
C. R. Ennis 19,258(1) --
All directors and executive officers as a group 132,518(1) 0.418%
</TABLE>
- ---------------
(1) Includes the approximate number of shares credited to the individual's
account as of December 31, 1993 under the GenCorp Profit Sharing Retirement
and Savings Plan, a savings plan for salaried employees sponsored by the
Company prior to September 1989, and under the GenCorp Savings Plan.
(2) The percentage of shares beneficially owned by the Company's directors and
executive officers, individually and in the aggregate, does not exceed 1% of
the Company's Common Stock.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's executive officers and directors to file reports of ownership and
changes in ownership of GenCorp equity securities and certain benefit plan
interests with the Securities and Exchange Commission and the New York and
Chicago Stock Exchanges and to furnish to the Company copies of all Section
16(a) forms which they file. As a result of certain temporary inaccuracies in
the Company's records, phantom stock units and dividend equivalents credited for
fiscal 1992 to the accounts of Messrs. Osterhoff, Phoenix and Shaw in the
Company's Deferred Compensation Plan for Nonemployee Directors were not reported
on Form 5 for 1992 on behalf of such directors on a timely basis. However, based
upon its review of copies of Section 16(a) forms received by it, or written
representations received from certain reporting persons, the Company believes
that its executive officers and directors have complied with all applicable
Section 16(a) filing requirements for fiscal 1993.
5
<PAGE> 9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists the only persons believed by the Company to be the
beneficial owners of more than five percent of the 31,729,858 shares of the
Company's Common Stock outstanding as of December 31, 1993. The dates applicable
to the beneficial ownership indicated are set forth in the footnotes below.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENT
BENEFICIAL OWNER OWNED OF CLASS
<S> <C> <C>
- ---------------------------------------------------------------------------------
GenCorp employee savings plans 6,684,561 21.07%(1)
175 Ghent Road
Fairlawn, OH 44333
Putnam Investments Inc. 3,027,732 9.54%(2)
One Post Office Square
Boston, MA 02109
Mario J. Gabelli/The Gabelli Group, Inc. 2,679,983 8.45%(3)
655 Third Avenue
New York, NY 10017
</TABLE>
- ---------------
(1) Shares held at December 31, 1993 by the Trustee for the plans, Mellon Bank,
included 1,211,586 shares held for the GenCorp Profit Sharing Retirement and
Savings Plan, and 5,472,975 shares held for the GenCorp Savings Plan. Shares
are voted by the Trustee in accordance with instructions of the
participating employees to whose accounts such shares are allocated, except
that shares for which no employee instructions are received and shares held
for the plans which have not been allocated to participants' accounts are
voted by the Trustee in accordance with instructions of the Benefits
Management Committee ("Committee") for the plans. Pursuant to the terms of
the plans, the Committee presently consists of six persons, all of whom are
officers of the Company.
(2) Putnam Investments Inc. has shared investment discretion with respect to all
such shares, shared voting authority with respect to 61,600 shares and no
voting authority with respect to the remainder of such shares according to a
Schedule 13G for the year ended December 31, 1993 filed with the Securities
and Exchange Commission.
(3) Mario J. Gabelli, directly as to 3,936 shares and through and shared with
The Gabelli Group, Inc. and its subsidiaries as to the balance of the
shares, has investment discretion with respect to 2,663,883 shares and
investment discretion shared with others as to 16,100 shares, and sole
voting authority with respect to 2,434,222 shares, voting authority shared
with others as to 16,100 shares, and no voting authority with respect to
229,661 shares, according to an amendment to Schedule 13D dated June 25,
1993 filed with the Securities and Exchange Commission. The foregoing
ownership interests have been adjusted to delete the effect of 400,890
shares which would be receivable by members of The Gabelli Group upon
conversion of GenCorp Convertible Subordinated Debentures which are held by
members of the group according to the June 25, 1993 amendment to Schedule
13D.
6
<PAGE> 10
BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
MEETINGS OF THE BOARD
The Company's Board of Directors held seven meetings during the 1993 fiscal
year.
COMPENSATION COMMITTEE
The Compensation Committee administers the Company's incentive and deferred
compensation plans and approves, and in some cases recommends to the Board of
Directors for approval, the compensation of employee-directors, officers, and
principal executives of the Company. Four meetings were held in 1993. Additional
information regarding the Compensation Committee begins on page 14.
AUDIT COMMITTEE
The Audit Committee reviews the scope of the audits to be made by the
independent accountants and receives and reviews a report from the independent
accountants prior to the publication of the audited financial statements;
considers and recommends to the Board of Directors the selection of the
independent accountants to examine the consolidated financial statements of the
Company for the next year; considers the Company's system of internal control;
and receives periodic reports from the Internal Auditing and Law Departments on
a number of matters, including compliance with the Company's Policy on Illegal
and Improper Activities. Four meetings were held in 1993. Members of the Audit
Committee are: Dr. R. K. Jaedicke, Chairman, P. X. Kelley, R. D. Kunisch, J.
Lafontant-Mankarious and J. M. Osterhoff.
EXECUTIVE COMMITTEE
During the intervals between meetings of the Board of Directors, the Executive
Committee, unless restricted by resolution of the Board, may exercise, under the
control and direction of the Board, all of the powers of the Board of Directors
in the management and control of the business of the Company. The Executive
Committee did not meet or take any action during 1993. Members of the Executive
Committee are: J. R. Stover, Chairman, R. D. Kunisch, J. Lafontant-Mankarious,
A. W. Reynolds and J. B. Yasinsky.
FINANCE COMMITTEE
The Finance Committee advises the Board with regard to planning of the
Company's capital structure and raising long-term capital; reviews the
performance and management of the Company's employee benefit plan funds and
advises the Board with respect thereto; advises the Board in regard to
contributions to the pension plans of the Company, or any proposed changes in
the funding method, interest assumption and amortization of liabilities in
connection with any such plan; advises the Board with respect to the Company's
dividend policy; and takes such further action or provides such further advice
as the Board may from time to time request. Four meetings were held in 1993.
Members of the Finance Committee are: J. M. Osterhoff, Chairman, P. J. Phoenix,
A. W. Reynolds, H. A. Shaw and J. R. Stover.
NOMINATING COMMITTEE
The Nominating Committee recommends to the Board candidates to fill vacancies
on the Board which occur between Annual Sharehol-ders' Meetings, recommends
replacement candidates for those Board members who will not be candidates at the
next Annual Meeting, and considers recommendations for candidates received from
shareholders. In order to be considered for election at an Annual Meeting,
shareholder recommendations must be mailed to the Nominating Committee, 175
Ghent Road, Fairlawn, Ohio 44333, Attention: Secretary, and must be received no
later than the December 1 immediately preceding the mailing of the proxy
statement for such Annual Meeting. Three meetings were held during 1993. Members
of the Nominating Committee
7
<PAGE> 11
are: H. A. Shaw, Chairman, P. X. Kelley, R. B. Pipes, A. W. Reynolds and J. R.
Stover.
PUBLIC POLICY COMMITTEE
The Public Policy Committee advises the directors with regard to significant
matters of public policy, including proposed actions of domestic and foreign
governments which may materially affect the Company, reviews and evaluates
management proposals concerning adoption of major policies and programs relating
to matters of public policy, and recommends to the directors specific action
relating to significant matters of public policy affecting the Company. Three
meetings were held during 1993. Members of the Public Policy Committee are: P.
X. Kelley, Chairman, R. K. Jaedicke, J. Lafontant-Mankarious, R. B. Pipes and J.
B. Yasinsky.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
ANNUAL COMPENSATION -------------------------------
------------------------------------- AWARDS PAYOUTS
---------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
SALARY BONUS COMPENSATION UNDERLYING LTIP PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (2) OPTIONS/SARS (3) ($) (4) ($) (5)(6)
<S> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------------
A. W. Reynolds 1993 $650,833 $330,000 $ 279 -- -- $117,896
Chairman of the Board and 1992 625,000 285,000 -- -- -- 111,120
Chief Executive Officer 1991 595,000 275,000 -- -- -- 97,869
R. I. Ramseier 1993 279,041 142,000 -- 8,000 $ 68,701 32,937
Vice President; President, 1992 275,830 142,000 -- -- -- 33,050
Aerojet-General Corporation 1991 250,000 140,000 -- -- -- 26,692
M. L. Isles 1993 258,333 120,000 354 9,000 -- 30,283
Vice President; President, 1992 248,333 81,000 -- -- 4,635 28,161
GenCorp Automotive 1991 232,500 76,000 -- -- 4,274 24,397
D. M. Steuert 1993 218,667 114,000 -- 7,500 -- 20,120
Vice President and Chief 1992 210,000 87,000 -- -- -- 17,054
Financial Officer; Treasurer 1991 197,500 85,000 -- -- -- 14,407
C. R. Ennis 1993 215,333 104,000 -- 7,000 -- 21,086
Vice President and 1992 210,000 87,000 -- -- -- 17,486
General Counsel 1991 198,667 85,000 -- -- -- 14,933
J. L. Heckel 1993 450,000 175,000 -- -- -- 47,372
Retired President and Chief 1992 432,500 165,000 -- -- -- 48,024
Operating Officer 1991 416,667 158,000 -- -- -- 40,714
J. B. Yasinsky 1993 460,000(1) -- 24,233 100,000 -- 500,000(7)
President and Chief 1992 -- -- -- -- -- --
Operating Officer 1991 -- -- -- -- -- --
- ---------------
</TABLE>
(1) The amount shown for J.B. Yasinsky is stated on an annualized basis and has
been determined pursuant to the terms of his employment agreement described
on page 13. Actual salary paid to Mr. Yasinsky for the period November 1,
1993 to November 30, 1993 was $38,333.
(2) Amounts shown for Messrs. Reynolds and Isles represent reimbursement for
taxes paid in connection with use of the corporate aircraft and, in the case
of Mr. Yasinsky, for relocation expenses. Perquisites and other personal
benefits provided during 1993, 1992 and 1991 did not exceed disclosure
thresholds established by the Securities and Exchange Commission.
(3) Represents the number of shares of GenCorp Common Stock underlying options
granted in 1993 pursuant to the GenCorp Inc. 1993 Stock Option Plan.
(4) Represents the value of prior years' awards under the Company's Stock
Incentive Compensation Plan which were paid pursuant to payment elections
filed by the executive at the time of grant.
8
<PAGE> 12
(5) Includes amounts accrued as dividend and interest earnings on prior years'
awards under the Company's Stock Incentive Compensation Plan. Dividends are
accrued on phantom shares at the same rate as dividends paid on Common
Stock, and are credited to the executive's account as an additional number
of phantom shares determined by dividing the aggregate amount of the
dividend by the market value of Common Stock on the dividend date. The
actual value on a future payment date of phantom shares attributable to
these accruals will be equal to the market value of Common Stock on such
future payment date. In the case of Messrs. Ramseier and Isles, interest at
a rate equal to that earned by the Interest Income Fund of the GenCorp
Savings Plan is credited to the executive's account in respect of awards
attributable to years prior to 1987. Amounts accrued during 1993, and the
number of phantom shares attributable thereto, were: A. W. Reynolds $75,784
(5,430 shares), R. I. Ramseier $15,412 (421 shares), M. L. Isles $14,731
(374 shares), D. M. Steuert $6,365 (451 shares), C. R. Ennis $7,393 (525
shares) and J. L. Heckel $23,409 (1,669 shares). J. B. Yasinsky did not
participate in the Plan during 1993.
(6) Includes Company contributions to the executive's account in the GenCorp
Savings Plan and, where applicable, the amount credited to the executive's
account in the Company's Benefits Restoration Plan, a nonfunded plan which
restores to the individual's account amounts otherwise excluded due to
limitations imposed by the Internal Revenue Code of 1986 ("Code") on
contributions and includable compensation under qualified plans. Amounts
credited during 1993 were: A. W. Reynolds $42,112, R. I. Ramseier $17,525,
M. L. Isles $15,552, D. M. Steuert $13,755, C. R. Ennis $13,693 and J. L.
Heckel $23,963. J.B. Yasinsky did not participate during fiscal 1993.
(7) Pursuant to the terms of his employment agreement, Mr. Yasinsky received on
commencement of his employment this one-time payment intended to compensate
him for the loss or forfeiture of payments, benefits or entitlements under
plans and programs of his former employer, such as long term incentive
compensation and stock options.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
FOR OPTION TERM
INDIVIDUAL GRANTS (TEN YEARS)(4)(5)
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SARS
OPTIONS/SARS GRANTED TO EXERCISE OR
GRANTED EMPLOYEES BASE PRICE EXPIRATION
NAME (#)(1) IN FISCAL YEAR ($/SHARE)(3) DATE 0% ($) 5% ($) 10%($)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A. W. Reynolds -0-(2) -- -- -- -- -- --
R. I. Ramseier 8,000 1.59% $16.625 9-10-03 $ -0- $ 83,643 $ 211,968
M. L. Isles 9,000 1.79% 16.625 9-10-03 -0- 94,098 238,464
D. M. Steuert 7,500 1.50% 16.625 9-10-03 -0- 78,415 198,720
C. R. Ennis 7,000 1.40% 16.625 9-10-03 -0- 73,188 185,472
J. L. Heckel -0-(2) -- -- -- -- -- --
J. B. Yasinsky 100,000 19.94% 16.000 11-1-03 -0- 1,006,231 2,549,988
All Shareholders(6) N/A N/A N/A N/A -0- 319,265,831 809,111,379
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Non-qualified stock options granted pursuant to the GenCorp Inc. 1993 Stock
Option Plan ("Plan") for the number of shares of GenCorp Inc. Common Stock
indicated. No Stock Appreciation Rights were granted in 1993. Options
granted to Messrs. Ramseier, Isles, Steuert
9
<PAGE> 13
and Ennis become exercisable 25% on March 10, 1994, 25% on September 10,
1994, 25% on September 10, 1995 and 25% on September 10, 1996. Options
granted to Mr. Yasinsky become exercisable 25% on May 1, 1994, 25% on
November 1, 1994, 25% on November 1, 1995 and 25% on November 1, 1996.
(2) Mr. Reynolds previously elected not to participate in the Plan. Mr. Heckel
did not receive a grant since his retirement date would precede the initial
exercisability date under the terms of the Plan.
(3) Exercise price equals the closing market price of GenCorp Common Stock on
the date of grant as reported in the New York Stock Exchange Composite
Transactions published in the Wall Street Journal.
(4) The 0%, 5% and 10% appreciation over 10 years' option valuation method
assumes a stock price of $16.625, $27.080 and $43.121, respectively, at
September 10, 2003 for options held by Messrs. Ramseier, Isles, Steuert and
Ennis and a stock price of $16.000, $26.062, and $41.500, respectively, at
November 1, 2003 in the case of the potential realizable values shown in the
table for Mr. Yasinsky and for all shareholders.
(5) The potential realizable values are shown in the table in conformity with
Securities and Exchange Commission regulations, and are not intended to
forecast possible future appreciation. The Company is not aware of any
formula which will predict with reasonable accuracy the future appreciation
of equity securities. No gain can be realized by optionees without an
increase in stock price appreciation, which will benefit all shareholders
commensurately. A 0% gain in stock price appreciation will result in zero
dollars for an optionee.
(6) Based upon 31,729,858 shares of GenCorp Common Stock outstanding on December
31, 1993.
LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
PERFORMANCE ESTIMATED FUTURE PAYOUTS UNDER NON-
OR OTHER STOCK PRICE-BASED PLANS
NUMBER OF PERIOD UNTIL ------------------------------------
SHARES, UNITS OR MATURATION OR THRESHOLD TARGET MAXIMUM
NAME OTHER RIGHTS PAYOUT ($) ($) ($)
<S> <C> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------
A. W. Reynolds (1) -- -- -- --
R. I. Ramseier (2) 3 Years $52,630 $105,260 $210,520
M. L. Isles (2) 3 Years 47,291 94,583 189,166
D. M. Steuert (2) 3 Years 33,266 66,533 133,066
C. R. Ennis (2) 3 Years 31,933 63,866 127,733
J. L. Heckel (1) -- -- -- --
J. B. Yasinsky (2) 3 Years 99,000 198,000 396,000
</TABLE>
- ---------------
(1) Messrs. Reynolds and Heckel did not participate in the Program for the
1993-1995 performance period.
(2) Indicates awards under the GenCorp Inc. Long Term Incentive Program
("Program") pursuant to which key employees designated by the Compensation
Committee may receive incentive payments equal to specified percentages of
average annual compensation upon attainment of specified threshold, target
or maximum levels of financial performance ("performance goals") over a
three-year performance period. For the 1993-1995 performance period
threshold, target and maximum performance goals are designated percentages
of Corporate Return on Assets Employed ("ROAE") in the case of corporate
officers participating in the Program and, in the case of segment presidents
and other key segment employees participating in the Program, ROAE goals
based 75% on corporate results and 25% on the applicable segment's results.
No payments are made under the Program if financial performance for the
performance period falls below threshold levels.
10
<PAGE> 14
(3) Percentages of average annual compensation (determined for the three-year
performance period) payable to participants upon attainment of performance
goals for the 1993-1995 performance period are as follows:
<TABLE>
<CAPTION>
THRESHOLD TARGET MAXIMUM
--------- ------ -------
<S> <C> <C> <C>
President and COO 15% 30% 60%
Segment Presidents 12.5% 25% 50%
Other Executive Officers 10% 20% 40%
</TABLE>
(4) Future payouts, if any, will be calculated on the basis of actual average
annual compensation (salary and bonus) paid to the participant during the
three-year performance period. For purposes of the table above, estimated
future payouts have been calculated on the basis of the participant's 1993
fiscal year salary and bonus shown in the Summary Compensation Table, and in
the case of Mr. Yasinsky, on the basis of the initial base salary and
minimum 1994 bonus provided pursuant to his employment agreement described
on page 13.
PENSION BENEFITS
The Company's salaried pension plans include several formulas for the
determination of benefits, and require that the formula providing the highest
benefit be utilized to determine an individual employee's actual benefit.
Benefits for Messrs. Ramseier, Isles, Steuert, Ennis and Heckel have been
determined pursuant to a formula which utilizes five-year average compensation
for years of service prior to December 1, 1994 and a career average formula for
service from December 1, 1994 to normal retirement. Benefits for Messrs.
Reynolds and Yasinsky have been determined pursuant to the terms of their
employment agreements. Estimated benefits are shown below because the required
calculations do not lend themselves to a typical pension plan table where
benefits can be determined by the reader solely upon the basis of years of
service and final compensation.
<TABLE>
<CAPTION>
ESTIMATED
APPROXIMATE ANNUAL BENEFITS
YEARS OF CREDITED PAYABLE AT
SERVICE AT NORMAL
NAME NORMAL RETIREMENT RETIREMENT(1)
<S> <C> <C>
---------------------------------------------------------------
A. W. Reynolds(2) 41 $495,448
R. I. Ramseier 40 255,209
M. L. Isles 31 171,696
D. M. Steuert 27 147,658
C. R. Ennis 12 59,603
J. L. Heckel(3) 38 323,873
J. B. Yasinsky(2) 41 388,080
</TABLE>
- ---------------
(1) Retirement benefits shown in the table for Messrs. Isles, Steuert, Ennis and
Heckel were calculated pursuant to the terms of the Pension Plan for
Salaried Employees of GenCorp Inc. (the "GenCorp Pension Plan"). Mr.
Ramseier's benefit was calculated pursuant to the Aerojet-General
Corporation Consolidated Pension Plan (the "Aerojet Pension Plan"). The
formulas utilized to calculate the benefits set forth above (except as to
Messrs. Reynolds and Yasinsky) reflect amendments required by the Tax Reform
Act of 1986. There is no offset for Social Security payments. Messrs.
Reynolds' and Yasinsky's retirement benefits have been deter-
11
<PAGE> 15
mined pursuant to the supplemental pension provisions of their employment
agreements described on page 13.
The benefits shown (except for Mr. Heckel) are estimated and have not
been adjusted for any survivor option. Each estimated benefit is based upon
the assumption that the executive will remain an employee until age 65 at a
rate of compensation equivalent to that in effect on December 1, 1993 and
that the pension plan under which such estimated benefit is calculated will
remain unchanged.
Benefits for Messrs. Ramseier, Isles, Steuert, Ennis and Heckel have been
determined by a formula which provides for a benefit (A) for years of
service prior to December 1, 1994 of (i) 1.125% of five-year average
compensation ("average compensation") up to the average Social Security wage
base ("ASSWB") plus 1.5% of average compensation in excess of the ASSWB
multiplied by the total of such years of service up to 35 years and (ii)
1.5% of average compensation multiplied by the total years of service in
excess of 35 years, and (B) for each year of service after December 1, 1994
(i) prior to attainment of 35 years of service, 1.625% of annual
compensation up to the ASSWB plus 2.0% of annual compensation in excess of
the ASSWB, and (ii) after attainment of 35 years of service, 2.0% of annual
compensation.
The benefits shown in the table have not been reduced to reflect either
(i) the limitation on includable compensation or the overall benefit
limitation imposed on pension plans qualified under Section 401(a) of the
Code, or (ii) a plan's own exclusions from includable compensation, such as
amounts deferred under the Company's Deferred Bonus Plan, since the amount
of any such reductions will be restored to the individual pursuant to the
terms of the Company's Benefits Restoration Plan, a nonfunded plan with
benefits payable out of the general assets of the Company.
(2) Mr. Reynolds' benefit is the product of (i) total years of service
(including 27 years credited upon Mr. Reynolds' employment with the Company,
plus additional years accrued as an employee until age 65), (ii) 1.33%, and
(iii) the average of his five highest years of compensation (salary and year
end payment only) during the ten years preceding retirement. Mr. Yasinsky's
benefit is the product of (i) total years of service (including 30 years
credited upon Mr. Yasinsky's employment with the Company, plus additional
years accrued as an employee until age 65), (ii) 1.47%, and (iii) the
average of his five highest years of compensation (salary and year end
payment only) during the ten years preceding retirement. Under the terms of
both Mr. Reynolds' and Mr. Yasinsky's employment agreements, amounts
determined pursuant to the foregoing formulas will be paid out of Company
funds and will be offset by any payments made from the GenCorp Pension Plan
and the pension plans of their prior employers.
(3) The benefit shown for Mr. Heckel, who retired from the Company during 1993,
reflects his actual benefit prior to election of any survivor payment
option.
------------------------
COMPENSATION OF DIRECTORS
Each nonemployee director receives (a) a retainer of $22,000 per year, (b)
$850 for each Board meeting, (c) $425 for each meeting of a Committee of the
Board held on the same date as a Board meeting and (d) $850 for each meeting of
a Committee of the Board held on any day other than a Board meeting date.
Members of the Audit Committee receive $850 for each Committee meeting
regardless of the date of the meeting. In addition, nonemployee directors who
serve as Chairman of a Committee of the Board receive an annual fee of $2,000 in
consideration of such service.
12
<PAGE> 16
Directors who are also employees of the Company are not compensated separately
for serving on the Board and are not paid a retainer or additional compensation
for attendance at Board or committee meetings.
Each nonemployee director who serves on the Board on or after January 21, 1987
and who terminates his or her service as a director after at least sixty months
of service (including any service prior to January 21, 1987) will receive an
annual retirement benefit equal to the retainer in effect on the date such
director's service terminates, payable in monthly installments, until the number
of monthly payments made equals the lesser of (a) the individual's months of
service as a director, or (b) 120 monthly payments. In the event of death prior
to payment of the applicable number of installments, the aggregate amount of
unpaid monthly installments will be paid, in a lump sum, to the retired
director's surviving spouse or other designated beneficiary, if any, or to the
retired director's estate.
Under the Board's retirement policy, a director's term of office expires at
the annual meeting following his or her seventy-second birthday regardless of
the term of the class for which such director was last elected.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Under the terms of a September 1984 employment agreement (which had an initial
term of five years and which, unless otherwise elected by the Company, is
automatically extended for an additional one-year period beginning on the third
anniversary and each anniversary thereafter), if the Company does not continue
Mr. A. W. Reynolds' employment in the capacity of Chief Executive Officer, or if
the Company terminates his employment for any reason other than for "cause," he
will receive base pay at the rate of not less than $400,000 per annum during the
then remaining term of his agreement, and will be entitled to retire at the
expiration of the remaining term as if he were employed continuously during such
period. Mr. Reynolds participates in the GenCorp Pension Plan, and will be
entitled to a supplemental pension at any time after age 62 (or at a reduced
rate at any time after age 56) offset by amounts paid under the GenCorp Pension
Plan and the pension plan of his previous employer. Mr. Reynolds' pension
provisions are described further in footnote (2) on page 12. The contract
further provides that if Mr. Reynolds is disabled and unable to perform the
duties of Chief Executive Officer prior to reaching age 62, the Company will pay
him a monthly amount equal to 60% of his base monthly salary (offset for
payments received under Social Security and under the Company's Long-Term
Disability Insurance Program) until age 62.
The Board of Directors elected Mr. John B. Yasinsky President, Chief Operating
Officer and a director of the Company, effective November 1, 1993, and approved
the principal terms of an employment agreement between Mr. Yasinsky and the
Company. Pursuant to the terms of the agreement, Mr. Yasinsky will receive an
initial base salary of $460,000 per year, and an initial year end payment for
fiscal 1994 of not less than $200,000. The agreement provides that Mr. Yasinsky
may elect to terminate his employment and receive (a) a termination payment
equal to two times the sum of (i) his annual base salary at the time of
termination and (ii) his year end payment for the last completed fiscal year
preceding termination, and (b) a supplemental pension determined as described in
footnote (2) on page 12 if the directors remove Mr. Yasinsky as President prior
to the July 1995 Board of Directors meeting, fail to elect him Chairman and
Chief Executive Officer at or before such meeting, or after electing him
Chairman and CEO, remove him from such position prior to age 65 for any reason
other than for "cause" as defined in the agreement. These termination provisions
are in lieu of a severance agreement of the type described below which
13
<PAGE> 17
the Company has entered into with its other executive officers. The agreement
also provides for a one-time payment of $300,000 to compensate for loss of a
bonus from his former employer (reduced by any 1993 bonus amount actually
received from his former employer), and a one-time payment of $500,000 to
compensate for the loss or forfeiture of payments, benefits, or entitlements
under plans or programs of his former employer. Pursuant to the agreement, Mr.
Yasinsky was granted an option for 100,000 shares of GenCorp Common Stock under
the Company's 1993 Stock Option Plan upon commencement of his employment, and he
will participate in the Company's Long Term Incentive Program and be deemed to
have been a participant therein during the entire 1993-1995 performance period.
He will participate in the GenCorp Pension Plan, and will be entitled to a
supplemental pension at any time after age 62, offset by the amount of any
pension payments made from the GenCorp Pension Plan and any pension payment
received from his former employer. In the event of death prior to electing a
payment option, the supplemental pension will be paid to Mr. Yasinsky's
surviving spouse for her life, calculated as if he had attained age 62, retired,
and elected a joint and 100% survivor annuity. In the event of disability prior
to age 62, the Company will pay Mr. Yasinsky an amount equal to 60% of his base
monthly salary (offset for payments received under Social Security) until
eligible for supplemental pension benefits at age 62.
Severance agreements between the Company and Messrs. Reynolds, Ramseier,
Isles, Steuert, Ennis and seven additional executive officers provide for
payment of an amount equal to 125% of base salary multiplied by a factor of 3 if
the executive officer's employment should terminate for any reason other than
death, disability, willful misconduct or retirement within three years after a
change in control as such term is defined in the agreements. The agreements
renew annually unless terminated pursuant to provisions included therein.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee ("Committee") of the Board is composed entirely of
nonemployee directors, although Mr. M. G. O'Neil, who served as Chairman of the
Board until January 1987 and as Chief Executive Officer and President of the
Company prior to his retirement in 1985, was a member of the Committee from
December 1, 1992 until his retirement from the Board in March 1993. Current
Committee members are Mr. P. J. Phoenix, Committee Chairman, and Messrs. R. D.
Kunisch, H. A. Shaw and J. R. Stover.
COMPENSATION COMMITTEE FUNCTION
The Committee advises and recommends to the Board of Directors the total
compensation of the Chairman of the Board and Chief Executive Officer and the
President. In addition, the Committee, with the counsel of the Chief Executive
Officer, considers and establishes salary (base pay) and year end payment for
the executive officers of the Company elected or appointed by the Board, other
than those named above, and the base pay and year end payments of the principal
executives of the consolidated Company are subject to ratification by the
Committee. The Committee also administers the Company's long-term incentive
plans and makes recommendations to the directors concerning awards under such
plans.
14
<PAGE> 18
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
During fiscal 1993, executive compensation consisted of four components --
base pay, year end pay, options granted pursuant to the GenCorp Inc. 1993 Stock
Option Plan and awards under the GenCorp Inc. Long Term Incentive Program.
Awards made in 1993 under the Long Term Incentive Program did not provide any
cash payments during 1993.
ANNUAL CASH COMPENSATION
Base pay and year end pay comprise Annual Cash Compensation. Each year the
Compensation Committee reviews historical information and current analyses from
national executive compensation survey data provided by Hewitt Associates Total
Compensation Database, Management Compensation Services Project 777 and Towers
Perrin Compensation Data Bank. The data identified for comparative purposes is
derived from surveyed companies which are classified into industry segments
similar to the ones in which GenCorp operates and adjusted to reflect comparable
sales. The 50th percentile of this external compensation data is used for
comparative purposes.
BASE PAY
The level of base pay for the reported executives is generally targeted in the
area of 70% of competitive annual cash compensation. An analysis of competitive
data indicated that an increase in these levels was appropriate for fiscal 1993.
At its January 1993 meeting the Compensation Committee reviewed the
recommendations of management and, with the concurrence of the nonemployee
directors with respect to Messrs. Reynolds and Heckel, made the base pay changes
shown in the Summary Compensation Table on page 8.
YEAR END PAY
Year end payments (except for the CEO) are recommended by management to the
Compensation Committee. Three factors provide the basis for these
recommendations. First is the relative performance of the business unit with
respect to return on assets and profitability compared to peer companies. Some
of these peer companies are within the S&P Aerospace/Defense Index that is
utilized in the Performance Graph depicted on page 18. These companies, as well
as other aerospace and defense companies, are included in the group which is
compared to GenCorp's aerospace segment. Automotive component manufacturing
companies are reviewed in comparison to our automotive business and chemical and
plastic manufacturers are compared to our polymers business. In addition to the
absolute level of performance achieved, consideration is given to the
year-to-year improvement in these measures. The third factor is individual
performance. Each individual recommendation is compared on an Annual Cash
Compensation basis to the midpoint of the external market data for comparable
positions to ensure that annual compensation movement trends reflect individual
and unit performance.
1993 LONG TERM INCENTIVE PROGRAM
At its meeting on January 27, 1993 the Compensation Committee approved the
establishment of a Long Term Incentive Program. This program has limited
executive participation that includes certain reported executives. The purpose
of the program is to motivate executives to achieve sustained improvement in
predetermined performance objectives over a three-year period. At its meeting on
March 30, 1993, the Compensation Committee adopted return on assets as the
specific performance measure for each business unit, and set threshold, target,
and maximum achievement levels to be attained for the three-year fiscal period
1993-1995. These performance targets were set by the Committee after reviewing
historical business unit performance with
15
<PAGE> 19
comparison to industry norms. Potential compensation earnings for the reported
executive range from 10% to 50% of average annual cash compensation.
STOCK OPTIONS
The criteria used to determine stock option awards are applied uniformly to
all executives including the most highly compensated executive officers. To be
considered for an award the position must have sufficient scope and leadership
responsibilities within the corporation to be able to impact the future
financial success of the Company.
Approximately one-fifth of the shares available for option under the Plan were
designated for award in 1993 and possible use in executive recruitment. A. W.
Reynolds had previously elected not to participate in this Plan.
The criteria considered in arriving at the number of shares for individual
awards include judgments concerning the incentive value of the awards and
relationship of the awards to peer, subordinate and superior positions,
competitive award practices presented in the Towers Perrin Long Term Incentive
survey, prior awards and future performance expectations for the individual
executives. Mathematical formulas are not used to establish individual awards.
Continued employment and actual long term increase in the market price of
GenCorp Common Stock will be the ultimate determinants of the value of the
award. Awards made in 1993 under the Stock Option Plan do not provide any
opportunity for exercise until 1994. Individual stock option awards granted in
1993 under the Plan for the reported executives are identified in the Stock
Option Table on page 9.
COMPENSATION COMMITTEE POLICY WITH REGARD TO DEDUCTIBILITY OF EXECUTIVE
COMPENSATION
Internal Revenue Code Section 162(m) and proposed regulations thereunder
respecting the non-deductibility of certain executive compensation payments in
excess of $1 million do not affect the Company's compensation payments for
fiscal 1993 or compensation expected to be paid in 1994. The Committee is
currently evaluating the new Code requirements, the proposed regulations and the
Company's compensation programs, and intends to adopt a policy with respect
thereto following completion of the foregoing evaluation.
By: The Compensation Committee of the Board of Directors:
<TABLE>
<S> <C>
P. J. Phoenix H. A. Shaw
R. D. Kunisch J. R. Stover
</TABLE>
CEO COMPENSATION
At its meeting on January 27, 1993, the Committee reviewed Mr. Reynolds'
compensation history and comparable CEO annual cash compensation data from the
following executive compensation surveys: Hewitt Associates Total Compensation
Database, Management Compensation Services Project 777 and Towers Perrin
Compensation Data Bank. Data concerning historical executive compensation
movement and trend projections were also taken into consideration. At this time
the Committee reviewed the Company's return on assets and profitability
performance and determined that it was near average for the peer group of
comparator companies. After review and discussion of this information, the
Committee recommended to the nonemployee directors that base pay for Mr.
Reynolds be increased 4.0% for 1993.
Year end pay for Mr. Reynolds is determined after the close of the 1993 fiscal
year. Prior to its January 26, 1994 meeting, the Compensation Committee members
were provided data concerning Mr. Reynolds' compensation history, comparable CEO
compensation survey data from the surveys identified above, and comparative
information concerning Company performance. At its January meeting, the
Committee discussed the foregoing information and the Company's performance.
16
<PAGE> 20
During 1993, Mr. Reynolds continued to focus on several key strategic
initiatives that resulted in improved financial performance and a strengthened
financial condition. These initiatives included efforts to reposition GenCorp's
business mix through the Reneer acquisition, the Henniges investment, which
positioned the Automotive Segment in European markets -- a long-standing
strategic objective of the Company; and formulating and implementing the
strategy relative to Aerojet's Ordnance business. This shift in strategic
direction was complemented by prior year actions that significantly reduced
interest expense, current decisions that addressed very large health care
liabilities and costs, and an important settlement covering a large portion of
future environmental costs in Sacramento. Mr. Reynolds provided leadership and
initiative in all of these.
As a result, earnings per share increased 17% in 1993 compared to 1992 prior
to restructuring charges. Beginning in fiscal 1991, the Company's stock has
outperformed the S&P 500 index -- including a 36% Total Return to Shareholders
in fiscal 1993 compared to 10% for the S&P 500. In addition, GenCorp Automotive
and GenCorp Polymer Products are well positioned to offset the continued decline
in Aerojet's business during 1994. The Company will adopt FAS 106 in the first
quarter of 1994 with no material increase in ongoing retiree health care costs,
and the Company will enter 1994 having made solid progress in dealing with
future environmental liabilities through additional technical analysis, reserve
actions, and various settlements. In recognition of the survey data, comparative
information, and this overall performance, the Committee recommended that Mr.
Reynolds' year-end pay be adjusted so that his total direct compensation for
fiscal 1993 will exceed 1992 by 7.8%. Including this increase, in the five
fiscal years after November 30, 1988, Mr. Reynolds' total direct compensation
increased at a rate of 3.1% per year.
Both of the foregoing recommendations were approved by the nonemployee
directors.
By: The Nonemployee Members of the Board of Directors:
<TABLE>
<S> <C>
R. K. Jaedicke P. J. Phoenix
P. X. Kelley R. B. Pipes
R. D. Kunisch H. A. Shaw
J. Lafontant-Mankarious J. R. Stover
J. M. Osterhoff
</TABLE>
17
<PAGE> 21
PERFORMANCE GRAPH
The graph compares the cumulative total shareholder return, assuming
reinvestment of dividends, of the Company's Common Stock with the cumulative
total return, assuming reinvestment of dividends, of the Standard & Poor's
Aerospace/Defense Index and the Standard & Poor's 500 Composite Stock Price
Index.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG GENCORP, S&P 500 INDEX, S&P AEROSPACE/DEFENSE INDEX
Chart depicts the value, on the November 30 of the specified year, of $100
invested on November 30, 1988 in GenCorp Common Stock, the S&P 500 Index and the
S&P Aerospace/Defense Index. Interconnecting lines indicate the monthly value of
the investment.
<TABLE>
<CAPTION>
1988 1989 1990 1991 1992 1993
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
GENCORP $100 $ 69 $ 36 $ 66 $ 72 $ 98
S&P AEROSPACE $100 $113 $118 $135 $138 $190
S&P 500 $100 $131 $126 $152 $180 $198
</TABLE>
APPOINTMENT OF INDEPENDENT ACCOUNTANTS
Upon recommendation of the Audit Committee, and subject to ratification by the
shareholders at the March 30, 1994 Annual Meeting, the Board of Directors has
appointed Ernst &
18
<PAGE> 22
Young as independent accountants to examine the consolidated financial
statements of the Company for the fiscal year ending November 30, 1994.
If the Board's appointment is not ratified, or if Ernst & Young declines to
act or becomes incapable of action, or if their employment is discontinued, the
Board will appoint other independent accountants whose continued employment
after the next Annual Meeting of Shareholders shall be subject to ratification
by the shareholders.
Representatives of Ernst & Young are expected to be present at the Annual
Meeting. They will have an opportunity to make a statement if they so desire,
and it is expected that they will respond to appropriate questions raised at the
meeting.
The persons named in the accompanying form of proxy intend to vote such
proxies to ratify the appointment of Ernst & Young unless a contrary choice is
indicated.
The Board of Directors recommends a vote FOR ratification of the appointment
of independent accountants.
OTHER BUSINESS
The Board of Directors is not aware of any other matters which may come
before the meeting. However, if any other matters do properly come before the
meeting, it is the intention of the persons named in the accompanying form of
proxy, pursuant to discretionary authority conferred thereby, to vote the
proxy, in accordance with their best judgment on such matters.
GENERAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS
If a holder of the Company's Common Stock wishes to present a proposal for
consideration at next year's Annual Meeting, any such proposal must be received
on or before October 14, 1994 at the Company's offices located at 175 Ghent
Road, Fairlawn, OH 44333, Attention: Secretary.
SOLICITATION EXPENSE
The Company will bear the cost of solicitation of proxies. In addition to the
use of the mails, the Company may solicit proxies by personal interview,
telephone and telegraph. The Company will reimburse brokers and
other persons holding shares for others for their reasonable expenses in sending
soliciting material to their principals. The Company has also made arrangements
with Georgeson & Company Inc., New York, NY, to assist in the solicitation of
proxies for a fee of $8,000 plus reimbursement of normal expenses.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO VOTE, SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.
By order of the Board of Directors,
EDWARD R. DYE, Secretary
February 11, 1994
19
<PAGE> 23
GENCORP INC.
175 GHENT ROAD -- FAIRLAWN, OHIO 44333
-------------------------------------
PROXY FOR HOLDERS OF COMMON STOCK SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
-------------------------------------
P
The undersigned hereby appoints A. WILLIAM REYNOLDS, C. R.
ENNIS and E. R. DYE, and each of them, his proxy, with power of
substitution, to vote all shares of Common Stock of GenCorp Inc.
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at the Hilton Inn West, 3180 West Market
Street, Akron, Ohio 44333 on March 30, 1994, and any adjournments
thereof, and appoints the proxyholders to vote as directed below
R and in accordance with their judgment on matters incident to the
conduct of the meeting and any matters of other business referred
to in Item 3:
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN WHEN THE DULY EXECUTED
O PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL NOMINEES IN
ITEM 1, FOR ITEM 2 AND IN ACCORDANCE WITH THE PROXYHOLDERS'
JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY
MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1997
ANNUAL MEETING.
X
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Y
J. M. Osterhoff, P. J. Phoenix, J. R. Stover and J. B. Yasinsky
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young as
the independent accountants of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. When shares are held
by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, give full title as
such. If a corporation, sign in full corporate name by President or
other authorized officer. If a partnership, sign in partnership
name by authorized person.
P PLEASE INDICATE ANY
CHANGE IN ADDRESS
R
DATE:...................., 1994
O
...............................
X Signature
Y ...............................
Signature if held jointly
PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
<PAGE> 24
CONFIDENTIAL VOTING INSTRUCTIONS
TO: MELLON BANK, N.A., TRUSTEE FOR THE GENCORP INC.
SAVINGS AND PROFIT SHARING PLANS
I hereby authorize the Trustee to vote (or cause to be voted)
all shares of Common Stock of GenCorp Inc. which may be allocated
to my account in the GenCorp Stock Fund of the GenCorp Savings Plan
and/or the GenCorp Profit Sharing Plan at the Annual Meeting of
Shareholders to be held at the Hilton Inn West, 3180 West Market
P Street, Akron, Ohio 44333 on March 30, 1994, and at any
adjournments thereof, and direct the Trustee to vote as instructed
below and in accordance with its judgment on matters incident to
the conduct of the meeting and any matters of other business
referred to in Item 3:
R
(THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED
BY THE PLAN PARTICIPANT. IF NO DIRECTION IS GIVEN WHEN THE DULY
EXECUTED PROXY IS RETURNED, SUCH SHARES WILL BE VOTED FOR ALL
NOMINEES IN ITEM 1, FOR ITEM 2 AND IN ACCORDANCE WITH THE TRUSTEE'S
O JUDGMENT ON MATTERS INCIDENT TO THE CONDUCT OF THE MEETING AND ANY
MATTERS OF OTHER BUSINESS REFERRED TO IN ITEM 3. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1 AND 2.
1. ELECTION OF DIRECTORS TO A THREE-YEAR TERM EXPIRING AT THE 1997
ANNUAL MEETING.
X
<TABLE>
<S> <C>
FOR ALL nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for all nominees listed below / /
</TABLE>
Y
J. M. Osterhoff, P. J. Phoenix, J. R. Stover and J. B. Yasinsky
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
-------------------------------------------------------------------
(CONTINUED, AND TO BE SIGNED AND DATED ON THE OTHER SIDE.)
2. TO RATIFY THE BOARD OF DIRECTORS' selection of Ernst & Young as
the independent accountants of the Company.
/ / FOR / / AGAINST / / ABSTAIN
3. Upon matters incident to the conduct of the meeting and such
other business as may properly come before the meeting or any
adjournments thereof.
Please sign exactly as name appears below. YOUR SHARES MAY NOT
BE VOTED BY THE TRUSTEE UNLESS YOU SIGN AND RETURN THIS CARD SO
THAT IT WILL REACH THE TRUSTEE NOT LATER THAN MARCH 28, 1994.
P PLEASE INDICATE ANY
CHANGE IN ADDRESS
R
DATE:...................., 1994
O
...............................
X Signature
Y PLEASE SPECIFY CHOICES, SIGN,
DATE AND RETURN IN THE ENCLOSED
POSTAGE PAID ENVELOPE TO:
MELLON BANK, N.A.
C/O GENCORP INC.
