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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) July 7, 1999
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 July 7, 1999.
In its press release dated July 7, 1999 GenCorp announced that it has
received an Internal Revenue Service ruling that its planned spin-off will be a
tax-free transaction. The Company plans to spin off its Decorative & Building
Products and Performance Chemicals businesses into a separate, publicly traded
company named OMNOVA Solutions Inc. The planned spin-off is also contingent on
shareholder approval.
GenCorp also announced it filed a proxy statement with the Securities
and Exchange Commission late Friday, July 2, 1999. Copies will be mailed to
shareholders of record as of June 30, 1999. Shareholders are being asked to
approve the spin-off plan and various changes to GenCorp's articles of
incorporation and code of regulations, along with new long-term incentive plans
for GenCorp and OMNOVA Solutions at a special shareholders meeting set for
August 18, 1999.
Item 7. Exhibits
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<CAPTION>
Table Exhibit
Item No. Exhibit Description Number
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<S> <C>
99 Press release dated July 7, 1999 regarding 99
receipt of favorable IRS ruling for spin-off.
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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/ Michael E. Hicks
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Name: Michael E. Hicks
Title: Senior Vice President and
Chief Financial Officer
Dated: July 7, 1999
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EXHIBIT 99
FOR IMMEDIATE RELEASE
GENCORP RECEIVES FAVORABLE IRS RULING FOR SPIN-OFF
FAIRLAWN, OHIO, JULY 7, 1999 (NYSE-GY) - GenCorp announced today that
it has received an Internal Revenue Service ruling that its planned spin-off
will be a tax-free transaction. The Company plans to spin off its Decorative &
Building Products and Performance Chemicals businesses into a separate, publicly
traded company named OMNOVA Solutions Inc.
The favorable ruling is a key milestone in GenCorp's spin-off plan
which was conditioned on its receipt. The ruling means that the transaction will
not be taxable to the Company or its shareholders. The planned spin-off is also
contingent on shareholder approval.
GenCorp also announced it filed a proxy statement with the Securities
and Exchange Commission late Friday, July 2, 1999. Copies will be mailed to
shareholders of record as of June 30, 1999. Shareholders are being asked to
approve the spin-off plan and various changes to GenCorp's articles of
incorporation and code of regulations, along with new long-term incentive plans
for GenCorp and OMNOVA Solutions at a special shareholders meeting set for
August 18, 1999.
GenCorp is a $1.7 billion technology-based manufacturer with leading
positions in numerous markets served by its Performance Chemicals, Decorative &
Building Products and Vehicle Sealing businesses, and its aerospace and defense
segment, Aerojet.
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Photo Available. Call 330-869-4287
Company News On-Call: http://www.prnewswire.com
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For a fax, call 800-758-5804, ext. 347350
Web Site: http://www.gencorp.com
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