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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 17, 1998
GenCorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-1520 34-0244000
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(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
175 Ghent Road, Fairlawn, Ohio 44333-3300
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(Address of principal executive offices) (Zip Code)
330-869-4200
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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Attached hereto as Exhibit 99 and incorporated herein by this reference
is the text of the registrant's press release which was made on December 17,
1998.
In its press release dated December 17, 1998 GenCorp announced a plan
to spin off its Performance Chemicals (formerly Specialty Polymers) and
Decorative & Building Products businesses to GenCorp shareholders as a separate
publicly traded polymer products company. Following the spin-off, GenCorp would
continue to operate Aerojet, its existing aerospace, defense, and fine chemicals
segment, and its automotive Vehicle Sealing business unit. The plan is subject
to approval by GenCorp shareholders, the receipt of a favorable ruling from the
Internal Revenue Service, as well as market conditions at the time of the
spin-off.
Item 7. Exhibits
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Table Exhibit
Item No. Exhibit Description Number
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99 Press release dated December 17, 1998 regarding 99
the proposed plan to spin off the registrant's
Performance Chemicals and Decorative &
Building Products businesses.
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SIGNATURE
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
GENCORP INC.
By: /s/ D. Michael Steuert
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Name: D. Michael Steuert
Title: Senior Vice President and
Chief Financial Officer
Dated: December 21, 1998
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Exhibit 99
FOR IMMEDIATE RELEASE
GENCORP ANNOUNCES PLAN TO CREATE TWO SEPARATE COMPANIES
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WITH SPIN OFF OF POLYMER PRODUCTS BUSINESSES
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FAIRLAWN, OHIO, DECEMBER 17, 1998 - GenCorp (NYSE:GY)
announced today a plan to spin off its Performance Chemicals (formerly Specialty
Polymers) and Decorative & Building Products businesses to GenCorp shareholders
as a separate publicly traded polymer products company. Following the spin-off,
GenCorp would continue to operate Aerojet, its existing aerospace, defense, and
fine chemicals segment, and its automotive Vehicle Sealing business unit. The
plan is subject to approval by GenCorp shareholders, the receipt of a favorable
ruling from the Internal Revenue Service, as well as market conditions at the
time of the spin-off.
"Our decision to separate GenCorp into two publicly traded companies
with independent management and efficient corporate structures will enable both
companies to increase focus on key core businesses," said John Yasinsky,
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GenCorp Ad 1
GenCorp Chairman and CEO. "Aerojet, and Vehicle Sealing business objectives and
growth strategies are focused on long-term programs in industries that are
uniquely different from our polymer product businesses. Operating independently
would allow them, as well as the new polymer products company, to tailor capital
investments and resources to particular business requirements, more aggressively
pursue focused growth opportunities, and operate more efficiently. We believe
this separation is a sound business decision that creates two strong, focused,
and growing independent companies with greater value-creating potential that
will benefit shareholders, customers and employees," Yasinsky said.
It is planned that upon completion of the spin-off, Yasinsky would
become Chairman and Chief Executive Officer of the new polymer products company.
Robert Wolfe, currently the President of Aerojet, would become Chairman and
Chief Executive Officer of GenCorp.
"The new polymer products company will continue to execute the
aggressive growth strategy initiated three years ago for Performance Chemicals
and Decorative & Building Products that has led to significant performance
improvement, market share gains, and successful expansion through internal
growth and highly synergistic acquisitions," Yasinsky said.
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GenCorp Ad 2
According to Wolfe, the spin-off serves as a key enabler to further
strengthen Aerojet, a business that has experienced outstanding performance
improvement, and significant growth through its rapidly expanding fine chemicals
business, and new major defense and aerospace contract wins in recent years. It
will also create greater focus on Vehicle Sealing, which is strategically
positioned through existing and new programs as a key supplier on top selling
OEM vehicle platforms. "Our efforts will be concentrated on continued
performance improvement, while our strategies and resources will be dedicated to
pursuing additional growth opportunities for these businesses," Wolfe said.
Headquarters for the new polymer products company will be located in
the Akron, Ohio area, where headquarters for its Performance Chemicals and
Decorative & Building Products business units, along with its Corporate
Technology Center will remain. Headquarters for GenCorp would ultimately move
closer to its primary aerospace, defense, and fine chemicals businesses located
in California.
Under the spin-off plan, all shares of the new, as yet unnamed, polymer
products company would be distributed to shareholders of GenCorp stock.
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GenCorp Ad 3
GenCorp intends to seek a ruling from the Internal Revenue Service to confirm
that the transaction would be tax-free to the company and its shareholders.
Credit Suisse First Boston is acting as GenCorp's financial advisor on this
transaction, which is expected to be finalized in the second half of 1999.
While details are still being determined, GenCorp expects to assign
approximately one-half of its debt to the new company. The resulting debt level
and cash flow for both GenCorp and the new polymer products company is expected
to allow each to continue to invest in future growth.
In a separate announcement today, the Company released fourth quarter
1998 earnings of $0.77 per diluted share, and earnings from operations before
unusual items and a tax refund of $0.66 per diluted share, compared to $0.52 per
diluted share in the fourth quarter of 1997. For the Company's fiscal year
ending November 30, 1998, earnings per diluted share totaled $1.99. Earnings
from operations before unusual items and a tax refund were $1.88, an increase of
9% compared to $1.72 per diluted share in 1997.
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GenCorp Ad 4
GenCorp is a technology based manufacturer with leading positions in
numerous polymer product markets, as well as the automotive and aerospace and
defense industries.
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