<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended October 31, 1993
Commission File Number 1-1520
A. Full title of the plan:
PROFIT SHARING RETIREMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES OF
GENCORP INC. AND
CERTAIN SUBSIDIARY COMPANIES
("Plan")
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
GenCorp Inc.
175 Ghent Road
Fairlawn, Ohio 44333-3300
11KPSRSP
<PAGE> 2
FINANCIAL STATEMENTS OF THE
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Ernst & Young - Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Statement of Net Assets Available for Plan Benefits
- October 31, 1993 and October 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
F-4
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended October 31, 1993, and October 31, 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
F-6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
Consent of Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exhibit 23
</TABLE>
F-1
<PAGE> 3
REPORT OF INDEPENDENT AUDITORS
To GenCorp Inc. as Administrator and Sponsor of the Profit Sharing
Retirement and Savings Plan for Salaried Employees of
GenCorp Inc. and Certain Subsidiary Companies
We have audited the accompanying statements of net assets available for plan
benefits of the GenCorp Profit Sharing Retirement and Savings Plan for Salaried
Employees of GenCorp Inc. and Certain Subsidiary Companies as of October 31,
1993 and 1992, and the related statements of changes in net assets available
for plan benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan
at October 31, 1993 and 1992, and the changes in its net assets available for
plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Ernst & Young
Akron, Ohio
April 12, 1994
F-2
<PAGE> 4
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
<TABLE>
<CAPTION>
OCTOBER 31, 1993
----------------------------------------------------------------
GenCorp Interest
Stock Diversified Income
Fund Equity Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments in securities of participating
employer:
GenCorp Inc. -
Common stock 1,213,780 shares $19,117,035 $ - $ - $19,117,035
Investments in securities of unaffiliated issuers:
Participation in Master Trust commingled
funds (Note 3) - 32,658,027 22,855,693 55,513,720
Investments in real estate - 44,480 - 44,480
----------- ----------- ----------- -----------
Total investments 19,117,035 32,702,507 22,855,693 74,675,235
Other receivables 983,181 421,247 - 1,404,428
----------- ----------- ----------- -----------
Total Assets 20,100,216 33,123,754 22,855,693 76,079,663
Benefits payable (73,745) (320,079) (212,274) (606,098)
----------- ----------- ----------- -----------
Net assets available for Plan benefits $20,026,471 $32,803,675 $22,643,419 $75,473,565
=========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
F-3
<PAGE> 5
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
STATEMENT OF NET ASSETS AVAILABLE
FOR PLAN BENEFITS
<TABLE>
<CAPTION>
OCTOBER 31, 1992
--------------------------------------------------------------
GenCorp Interest
Stock Diversified Income
Fund Equity Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Investments in securities of participating
employer:
GenCorp Inc. -
Common stock, 1,535,156 shares $14,967,771 $ - $ - $14,967,771
Investments in securities of unaffiliated issuers:
Participation in Master Trust commingled
funds (Note 3) - 32,887,343 21,624,451 54,511,794
Investments in real estate - 46,290 - 46,290
Other short term investments 51,171 - - 51,171
----------- ----------- ----------- -----------
Total investments 15,018,942 32,933,633 21,624,451 69,577,026
Other receivables 230,282 - - 230,282
----------- ----------- ----------- -----------
Total Assets 15,249,224 32,933,633 21,624,451 69,807,308
Benefits payable (84,650) (97,317) (479,516) (661,483)
----------- ----------- ----------- -----------
Net assets available for Plan benefits $15,164,574 $32,836,316 $21,144,935 $69,145,825
=========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
F-4
<PAGE> 6
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31, 1993
---------------------------------------------------------------
GenCorp Interest
Stock Diversified Income
Fund Equity Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net investment income -
Net increase in value of Plan's interest in
Master Trust commingled funds (Note 3) $ - $ 4,625,377 $ 1,498,320 $ 6,123,697
GenCorp Inc. common stock dividends 837,226 - - 837,226
Interest 702 - - 702
Net realized and unrealized
appreciation (depreciation) 8,992,427 (1,810) - 8,990,617
----------- ----------- ----------- -----------
Net investment income 9,830,355 4,623,567 1,498,320 15,952,242
Benefits paid to participants (2,453,211) (5,318,467) (1,852,824) (9,624,502)
Interfund Transfers (2,515,247) 662,259 1,852,988 -
----------- ----------- ----------- -----------
Increase (decrease) in net assets 4,861,897 (32,641) 1,498,484 6,327,740
Net assets available for Plan benefits
at beginning of year 15,164,574 32,836,316 21,144,935 69,145,825
----------- ----------- ----------- -----------
Net assets available for Plan benefits
at end of year $20,026,471 $32,803,675 $22,643,419 $75,473,565
=========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
F-5
<PAGE> 7
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED OCTOBER 31, 1992
----------------------------------------------------------------
GenCorp Interest
Stock Diversified Income
Fund Equity Fund Fund Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net investment income -
Net increase in value of Plan's interest in
Master Trust commingled funds (Note 3) $ - $ 3,209,040 $ 1,645,201 $ 4,854,241
GenCorp Inc. common stock dividends 969,436 - - 969,436
Interest 735 - - 735
Net realized and unrealized (depreciation) (2,673,562) (2,708) - (2,676,270)
----------- ----------- ----------- -----------
Net investment income (loss) (1,703,391) 3,206,332 1,645,201 3,148,142
Benefits paid to participants (1,891,134) (2,793,425) (3,000,068) (7,684,627)
Interfund Transfers (1,059,487) (1,172,780) 2,232,267 -
----------- ----------- ----------- -----------
Increase (decrease) in net assets (4,654,012) (759,873) 877,400 (4,536,485)
Net assets available for Plan benefits
at beginning of year 19,818,586 33,596,189 20,267,535 73,682,310
----------- ----------- ----------- -----------
Net assets available for Plan benefits
at end of year $15,164,574 $32,836,316 $21,144,935 $69,145,825
=========== =========== =========== ===========
</TABLE>
The accompanying notes to financial statements are
an integral part of these statements.
F-6
<PAGE> 8
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS
Note 1 - Accounting Policies
- - ----------------------------
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis.
Plan Share Value Calculation
Plan share values are calculated in accordance with the Plan document. Plan
share values as of October 31, 1993 and 1992 are as follows:
<TABLE>
<CAPTION>
GenCorp Diversified Interest
Stock Fund Equity Fund Income Fund
----------- ----------- -----------
<S> <C> <C> <C>
As of October 31, 1993:
Fair market value of assets $20,026,471 $32,803,675 $22,643,419
=========== =========== ===========
Plan shares 308,052 517,571 8,742,633
=========== =========== ===========
Plan share values at year end $ 65.01 $ 63.38 $ 2.59
=========== =========== ===========
As of October 31, 1992:
Fair market value of assets $15,164,574 $32,836,316 $21,144,935
=========== =========== ===========
Plan shares 394,295 596,265 8,737,576
=========== =========== ===========
Plan share values at year end $ 38.46 $ 55.07 $ 2.42
=========== =========== ===========
</TABLE>
Valuation of Investments
Investments in GenCorp stock are valued at the closing price of GenCorp
common stock on the last day of the Plan's fiscal year. Investments in real
estate are valued based upon appraisals submitted by the directors of Benicia
Holding, Inc., a real estate holding company. Investments in money market
funds and diversified stock funds are valued at market based upon the stated
value per share of such fund as determined on the last business day of the
Plan's fiscal year by the trustee or manager of the fund. Investments in
insurance contracts are valued at cost plus accrued interest as calculated by
the respective investment manager and verified by the Trustee. Marketable debt
securities are valued at market on the last business day of the Plan's fiscal
year.
Expenses of the Plan
Fees and expenses charged by the Trustee and investment managers are paid
by GenCorp Inc. (the Company). Expenses incurred in connection with the
purchase or sale of securities and expenses incurred in the preservation of the
Trust Fund are paid from trust assets. All other administrative costs of the
Plan are paid by the Company.
F-7
<PAGE> 9
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 2 - Plan Description and Investment Programs
- - -------------------------------------------------
Prior to September 1, 1989, the Plan was available to salaried and certain
non-union hourly employees of GenCorp Inc. and certain Participating Companies.
Members could elect to contribute from 1% to 16% of their annual compensation
to the Plan. The Plan provided that Participating Companies would contribute
the sum of $1.00 for each $1.00 of Member 401(a) Contributions and Member
401(k) Contributions up to the first 3% of a Member's Compensation contributed
to the Plan during the Plan Year, and the sum of $.50 for each $1.00 of Member
401(a) Contributions and Member 401(k) Contributions on the next 3% of a
Member's Compensation contributed to the Plan during the Plan Year. The
aggregate Company contributions to the Plan for each Plan year was reduced by
the dollar value of Plan Shares forfeited by Members during the Plan Year.
Effective August 31, 1989, all Member and Company contributions to the Plan
were discontinued in conjunction with the establishment of the GenCorp Savings
Plan, and the Plan interests of all Members became fully vested and
nonforfeitable. Effective December 1, 1989, the Savings and Profit Sharing
Plan of RKO General, Inc., and Certain Subsidiary Companies was merged into the
Plan.
Member Contributions could be invested, at the Member's option, in
accordance with several investment programs. The GenCorp Stock Fund is
invested primarily in Company Shares. The Diversified Equity Fund is invested
primarily in common stocks and other equity securities of companies included in
the Standard & Poor's 500 Stock Index and/or one or more funds designed to
emulate the performance of the Standard & Poor's 500 Stock Index. The Interest
Income Fund currently is invested primarily in guaranteed investment contracts
of insurance carriers and/or banks as well as marketable debt securities. All
matching Company Contributions were invested solely in the GenCorp Stock Fund.
Employee participation in each of the Funds at October 31, 1993 was as follows:
<TABLE>
<S> <C>
GenCorp Stock Fund - 1,316 members
Diversified Equity Fund - 1,242 members
Interest Income Fund - 1,163 members
</TABLE>
Distribution of the value of Plan Shares to a Member who terminates or
elects a voluntary withdrawal is made in accordance with the terms of the Plan.
The foregoing description of the Plan provides only general information.
Participants should refer to the summary plan description and the Prospectus
for the Plan for a more complete description of the Plan's provisions. If
there is any discrepancy between the provisions described herein or in the
Prospectus or summary plan description, the terms of the Plan as set forth in
the Plan document shall be controlling. Copies of the summary plan description
and the Prospectus for the Plan are available from the Plan administrator.
Note 3 - Investments in Master Trust
- - ------------------------------------
The Master Trust is an investment trust formed for the investment of the
assets of the defined contribution plans sponsored by the Company and its
subsidiaries. The Master Trust consists of all assets of the plans and
includes two investment funds, as well as two separate GenCorp Stock Funds, one
each for the GenCorp Savings Plan and the Profit Sharing Retirement and Savings
Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary Companies.
The assets of the Plan's Diversified Equity Fund and the Interest Income
Fund were commingled in the Master Trust with assets of the other defined
contribution plans to create two corresponding master investment funds, the
Diversified Equity Fund and the Interest Income Fund of the Master Trust (the
Master Trust Funds).
F-8
<PAGE> 10
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3 - Continued
- - ------------------
The Diversified Equity Fund and the Interest Income Fund of the Plan have
undivided interests in the commingled total assets of the Master Trust Funds
and ownership is represented by units of participation. Participation by the
Plan in the Master Trust Funds is increased or decreased by the purchase or
redemption of units of participation at the value established on the last
business day of each calendar month.
Financial information for the Master Trust Funds is as follows:
<TABLE>
<CAPTION>
October 31, 1993 October 31, 1992
---------------------------- --------------------------
Interest Interest
Diversified Income Diversified Income
Statement of Assets Equity Fund Fund Equity Fund Fund
- - ------------------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Investments, at market
Cash $ - $ 154,799 $ - $ 12,011
Money market funds - 10,315,597 139,755 3,289,472
US Government securities - 23,010,622 - 39,809,000
Corporate debt securities - 11,264,147 - 17,503,955
Stock index fund investments 82,276,021 - 71,683,710 -
Guaranteed investment contracts - 141,118,096 - 141,620,537
Other - 1,128,025 - 1,129,710
Accrued interest receivable - 707,472 76 1,422,386
----------- ------------ ----------- ------------
Total assets, at market $82,276,021 $187,698,758 $71,823,541 $204,787,071
=========== ============ =========== ============
</TABLE>
<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
October 31, 1993 October 31, 1992
--------------------------- --------------------------
Interest Interest
Diversified Income Diversified Income
Statement of Changes in Assets Equity Fund Fund Equity Fund Fund
- - ------------------------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Additions (Deductions):
Contributions from participating
plans for the purchase of units $ 8,109,709 $ 15,867,153 $ 9,858,041 $ 21,542,663
Interest income 387 13,982,180 617 15,615,760
Net realized and unrealized
appreciation (depreciation) 10,681,240 (439,533) 6,533,484 154,873
Redemption of units (8,338,856) (46,498,113) (8,509,931) (32,284,042)
----------- ------------ ----------- ------------
Net increase (decrease) in value
of assets during the year 10,452,480 (17,088,313) 7,882,211 5,029,254
Market value of assets -
beginning of year 71,823,541 204,787,071 63,941,330 199,757,817
----------- ------------ ----------- ------------
Market value of assets -
end of year $82,276,021 $187,698,758 $71,823,541 $204,787,071
=========== ============ =========== ============
</TABLE>
At October 31, 1993, the Plan's participating proportionate share of the
Diversified Equity Fund and the Interest Income Fund was approximately 40
percent and 12 percent, respectively. At October 31, 1992, the Plan's
participating proportionate share of the Diversified Equity Fund and the
Interest Income Fund was approximately 46 percent and 10 percent, respectively.
F-9
<PAGE> 11
PROFIT SHARING RETIREMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN SUBSIDIARY COMPANIES
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4 - Federal Income Taxes
- - -----------------------------
On September 18, 1986, the Plan received a favorable determination letter
from the Internal Revenue Service which stated that the Plan continued to
qualify under Sections 401(a) and 401(k) of the Internal Revenue Code ("Code").
Under these sections, the Company is permitted to deduct for federal income tax
purposes its contribution to the Plan, and the Trust Fund established under the
Plan is exempt from taxation under Section 501(a) of the Code. The Company
intends that the Plan will continue to qualify under Sections 401(a) and 401(k)
of the Code. It is anticipated that any changes required to maintain the
Plan's qualified status will be made. The Company believes the Plan currently
is in compliance with Sections 401(a) and 401(k) of the Code. The Company may,
upon the advice of counsel, request future determinations from the IRS that the
Plan continues to qualify under Sections 401(a) and 401(k) of the Code.
Member 401(a) Contributions are included in the Member's gross income for
federal income tax purposes. Correspondingly, the Member does not realize
taxable income when such contributions are distributed to him. A Member will
realize taxable income from the Plan to the extent that the distribution is not
considered to be a distribution of his contributions.
Member 401(k) Contributions and Participating Company Contributions are
excluded from the gross income of Members for purposes of computing federal
income tax liability. Correspondingly, the Member will realize taxable income
when such contributions (and any earnings thereon) are distributed to him.
State tax laws vary with respect to the taxability of amounts contributed to a
401(k) savings plan, and therefore, the effect of distribution of 401(k)
contributions under any particular state law must be determined on a case by
case basis.
F-10
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, GenCorp
Inc., as Plan Administrator, has duly caused this annual report to be signed on
its behalf by the undersigned thereunto duly authorized.
PROFIT SHARING RETIREMENT
AND SAVINGS PLAN FOR
SALARIED EMPLOYEES OF
GENCORP INC. AND CERTAIN
SUBSIDIARY COMPANIES
By /s/ D. M. Steuert
-------------------------------------
D. M. Steuert
Member, GenCorp Inc.
Benefits Management Committee
Date: April 22, 1994
F-11
<PAGE> 1
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference, in the Prospectuses constituting
part of GenCorp Inc.'s Post-Effective Amendment No. 1 to Registration Statement
No. 2-80440 on Form S-8 and Post-Effective Amendment No. 4 to Registration
Statement No. 2-66840 on Form S-8 pertaining to the Profit Sharing Retirement
and Savings Plan for Salaried Employees of GenCorp Inc. and Certain Subsidiary
Companies of our report dated April 12, 1994, with respect to the financial
statements of the Profit Sharing Retirement and Savings Plan for Salaried
Employees of GenCorp Inc. and Certain Subsidiary Companies included in this
Annual Report on Form 11-K for the year ended October 31, 1993.
Ernst & Young
Akron, Ohio
April 26, 1994
