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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 1, 1999
GenCorp Inc.
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(Exact Name of Registrant as Specified in Charter)
Ohio 1-01520 34-0244000
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
Highway 50 and Aerojet Road, Rancho Cordova, California 95670
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (916) 355-4000
175 Ghent Road, Fairlawn, Ohio 44333
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(Former Name or Former Address if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1999, GenCorp Inc. ("GenCorp") transferred to OMNOVA
Solutions Inc. ("Omnova") the Performance Chemicals and Decorative & Building
Products businesses formerly conducted by GenCorp, as well as other corporate
assets, including GenCorp's current corporate headquarters, its technology
center and its flight operations. In exchange for these assets, Omnova issued
additional shares of its common stock to GenCorp and assumed liabilities related
to the transferred businesses and assets. Furthermore, effective 12:01 a.m.,
eastern time, on September 29, 1999, Aerojet-General Corporation, a wholly owned
subsidiary of GenCorp, sold and transferred 100% of the ownership interest of
Aerojet Fine Chemicals LLC ("AFC") to GenCorp and simultaneously withdrew as a
stockholder of AFC. On October 1, 1999, GenCorp distributed to its shareholders
one share of Omnova common stock for each share of GenCorp common stock held of
record as of the close of business on September 27, 1999. Additional information
regarding the transactions described above is contained in GenCorp's definitive
proxy statement dated July 2, 1999 (the "Proxy Statement") and in Omnova's Form
10, as amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(b) Pro Forma Financial Information.
The pro forma financial statements of GenCorp required
pursuant to Article 11 of Regulation S-X with respect to all
required periods other than the nine months ended August 31,
1999 are contained in the Proxy Statement and are incorporated
herein by reference. The proforma financial statements of
GenCorp with respect to the nine months ended August 31, 1999
are contained in GenCorp's Form 10-Q for the quarterly period
ended August 31, 1999 and are incorporated herein by
reference.
(c) Exhibits.
99.1 GenCorp Inc. press release, dated October 4, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GenCorp Inc.
Date: October 14, 1999 By: /s/ William R. Phillips
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William R. Phillips
Senior Vice President, Law;
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 GenCorp Inc. press release, dated October 4, 1999.
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Exhibit 99.1
GENCORP(LOGO)
Contact: Rosemary Younts
Communications
916.351.8650
NEWS RELEASE
FOR IMMEDIATE RELEASE
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GENCORP COMPLETES SPIN-OFF OF POLYMER PRODUCTS SEGMENT;
ANNOUNCES NEW MANAGEMENT TEAM
SACRAMENTO, CALIFORNIA, OCTOBER 4, 1999 (NYSE:GY) - GenCorp announced
today that it has completed the spin-off of its Performance Chemicals and
Decorative & Building Products businesses. As a result of the spin-off, the
company has moved its headquarters to Sacramento, next to its principal
aerospace and defense segment, Aerojet. Other businesses in GenCorp's
much-simplified portfolio include a growing Aerojet Fine Chemicals subsidiary
serving the pharmaceutical industry, and an automotive Vehicle Sealing unit,
which supplies major automakers in the U.S. and Europe.
GenCorp remains listed on the New York Stock Exchange as GY.
"The spin-off opens an exciting new chapter for GenCorp, with renewed
opportunity to enhance value for our shareholders," said the company's new
Chairman and CEO, Bob Wolfe, who has served for the past two years as President
of Aerojet. "It strengthens our ability to focus attention and resources on
growth in high potential markets such as
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GenCorp Ad 1
commercial space electronics and pharmaceutical fine chemicals, drive needed
consolidation in industries including space propulsion, and implement
significant company-wide internal improvements."
Mr. Wolfe was named to head GenCorp as Chairman and CEO at completion
of the spin-off when the plan was first announced in December. A seasoned
veteran of the aerospace and defense industry, he has held numerous executive
leadership positions. He joined GenCorp in 1997 from the Pratt & Whitney
division of United Technologies, where he served as President for the Large
Commercial Engine sector, and earlier as Executive Vice President of Pratt &
Whitney's Government and Space Propulsion business.
Prior to Pratt & Whitney, Mr. Wolfe held key positions at Martin
Marietta, and McDonnell Douglas Corporation. Mr. Wolfe has led a series of
initiatives at Aerojet that have resulted in a significant trend of improved
operational and financial performance.
Carl B. Fischer has been named President of Aerojet, succeeding Mr.
Wolfe. Formerly, the Senior Vice President of Aerojet's Electronic Weapon
Systems sector, Mr. Fischer has overseen the growth of this largest Aerojet
sector since 1997. Aerojet has benefited from Mr. Fischer's wealth of experience
and expertise for over 30 years.
As previously announced, Terry L. Hall has assumed the position of
Senior Vice President and CFO for GenCorp. Mr. Hall joined the company earlier
this year from U.S. Airways where he was CFO. Among other executive leadership
positions, Mr. Hall has served as CFO for Apogee Enterprises, Inc., and for Tyco
International, and brings to GenCorp a broad base of expertise in all facets of
corporate financing, tax, audit, and treasury, as well as mergers and
acquisitions.
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GenCorp Ad 2
Robert G. Miotke will continue in his current capacity as President of
Aerojet Fine Chemicals. Mr. Miotke joined Aerojet in 1996 to drive the
successful start up and growth of this new commercial business enterprise. He
holds a progressive record of U.S. and international sales and management
experience in fine and specialty chemical industries.
Robert L. Calder will remain President of GenCorp's automotive Vehicle
Sealing unit, a position he has held since 1998. Mr. Calder was previously the
Executive Vice President of TG North America, a wholly owned subsidiary of
Toyota Motor Company.
With over $1 billion in sales and nearly 8,000 employees worldwide,
GenCorp holds leading positions in the aerospace and defense, fine chemicals and
automotive industries.
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Web site: http://www.gencorp.com
