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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
GenCorp Inc.
-----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 par value
-----------------------------------------------------------------------------
(Title of Class of Securities)
368682 10 0
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(Cusip Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
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<TABLE>
<S> <C> <C> <C>
CUSIP NO. 368682 10 0 13G PAGE 2 OF 5 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GenCorp Retirement Savings Plan
(previously GenCorp Savings Plan)
I.R.S. Employer Identification No. 25-6321453
2 CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a) / X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Fairlawn, Ohio
5 SOLE VOTING POWER
None
Number of
Shares 6 SHARED VOTING
Beneficially POWER 5,457,241
Owned By
Each Reporting 7 SOLE DISPOSITIVE
Person With POWER None
8 SHARED
DISPOSITIVE POWER
None
9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,457,241
10 CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable
11 PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
16.9%
12 TYPE OF REPORTING PERSON*
EP
SEC 1745 (6-80) *SEE INSTRUCTIONS BEFORE FILING OUT!
</TABLE>
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Page 3 of 5 pages
SCHEDULE 13G
------------
Item 1(a). Name of Issuer:
- ---------- GenCorp Inc.
Item 1(b). Address of Issuer's Principal Executive
- ---------- Offices:
175 Ghent Road
Fairlawn, Ohio 44333-3300
Item 2(a). Name of Person Filing:
- ---------- GenCorp Retirement Savings Plan
Item 2(b). Address of Principal Business Office:
- ---------- 175 Ghent Road
Fairlawn, Ohio 44333-3300
Item 2(c). Citizenship:
- ---------- Ohio
Item 2(d). Title of Class of Securities:
- ---------- Common Stock, $.10 par value
Item 2(e). CUSIP Number:
- ---------- 368682 10 0
Item 3. If this statement is filed pursuant to Rules
- ------- 13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under
Section 15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of
the Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act
(e) [ ] Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940
(f) [X] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of 1974
or Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
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Page 4 of 5 pages
(g) [ ] Parent Holding Company, in accordance
with 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
- ------- (a) Amount Beneficially Owned:
5,457,241 shares
(b) Percent of Class:
16.9%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to
direct the vote: None
(ii) shared power to vote or to
direct the vote: 5,457,241
(iii) sole power to dispose or to
direct the disposition of:
None. All such power is held
by Mellon Bank, N.A. (the
"Trustee" of the Plan).
(iv) shared power to dispose or to
direct the disposition of:
None. All such power is held
by the Trustee of the Plan.
Item 5. Ownership of Five Percent or Less of a Class:
- ------- Not applicable
Item 6. Ownership of More Than Five Percent on Behalf of
- ------- Another Person:
The Plan is a voluntary savings plan for eligible
employees of GenCorp Inc. and certain of its
subsidiaries. Employees who elect to participate
in the Plan may select one or more of five
investment options for their contributions, one
such option being a fund investing solely in
GenCorp shares. All matching company
contributions are invested in the GenCorp stock
fund as well. Under the terms of the Plan, the
Trustee receives dividends on shares held in the
fund and is required to invest and reinvest the
principal and income of the fund in GenCorp
shares. Participating employees ultimately
receive such benefits as result from the
performance of the fund upon their election to
take a distribution of their allocated shares
from the fund.
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Page 5 of 5 pages
Item 7. Identification and Classification of the
- ------- Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company: Not
applicable
Item 8. Identification and Classification of Members of
- ------- the Group:
The Trustee and employees of GenCorp Inc. who
participate in the Plan.
Item 9. Notice of Dissolution of Group:
- ------- Not applicable
Item 10. Certification:
- -------- By signing below I certify that, to the best of
my knowledge and belief, the securities referred
to above were acquired in the ordinary course of
business and were not acquired for the purpose of
and do not have the effect of changing or
influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction
having such purposes or effect.
Signature:
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
January 23, 1995
- ------------------------------------
Date
By /S/ E. R. Dye
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E. R. Dye
Secretary of the Administrative
Committee of GenCorp Inc. on behalf
of the GenCorp Retirement Savings
Plan
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Title
