GENCORP INC
8-K, 1999-08-12
MOTOR VEHICLE PARTS & ACCESSORIES
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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) August 12, 1999


                                  GenCorp Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Ohio                             1-1520                          34-0244000
- --------------------------------------------------------------------------------
(State of                (Commission File Number)               (IRS Employer
incorporation)                                               Identification No.)

  175 Ghent Road, Fairlawn, Ohio                                  44333-3300
- --------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)


                                  330-869-4200
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)




<PAGE>   2

Item 5.  Other Events
- ---------------------

Attached hereto as Exhibit 99 and incorporated herein by this reference is the
text of the registrant's press release which was made on August 12, 1999.

In its press release dated August 12, 1999 GenCorp announced that it is in
preliminary discussions with another defense company regarding a possible joint
venture with its Aerojet segment's propulsion operations in Sacramento,
California.

Item 7.  Exhibits
- -----------------

Table                                                                   Exhibit
Item No.        Exhibit Description                                      Number
- --------        -------------------                                      ------

    99          Press release dated August 12, 1999 regarding             99
                possible propulsion joint venture.


                                   SIGNATURE

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, thereunto duly authorized.

                                      GENCORP INC.



                                      By:  /s/ Michael E. Hicks
                                           --------------------
                                    Name:  Michael E. Hicks
                                   Title:  Senior Vice President and
                                           Chief Financial Officer
Dated:    August 12, 1999


<PAGE>   1


                                                                      EXHIBIT 99




                                                           FOR IMMEDIATE RELEASE




                          GENCORP DISCUSSING POSSIBLE
                            PROPULSION JOINT VENTURE


        FAIRLAWN, OHIO, August, 12, 1999 (NYSE: GY) - GenCorp announced today
that it is in preliminary discussions with another defense company regarding a
possible joint venture with its Aerojet segment's propulsion operations in
Sacramento, California. Discussions involve the formation of a new joint venture
entity that would combine a significant portion of Aerojet's rocket propulsion,
missile, and other energetic product operations (about one-third of the
segment's net sales for the first six months of 1999, ended May 31) with similar
operations of the other company. Both companies would hold a near equal
ownership in this new joint venture entity, with Aerojet's potential joint
venture partner having a majority interest. It is also expected that each owner
would indemnify the new entity against certain liabilities, including
environmental, relating to the operations contributed by that owner.
        "Aerojet's decision to consider joint venturing its propulsion business
is the result of an extensive strategic evaluation over the past year to address
the clear need for consolidation in an industry that suffers from excess
capacity," said Bob

                           - turn for GenCorp Ad 1 -

<PAGE>   2

GenCorp Ad 1


Wolfe, President of Aerojet. "If successful, a joint venture could
revitalize our existing business, enhance our position to that of a true leader
in the propulsion industry, and assure a much healthier future in propulsion,"
he said.
         Because discussions are preliminary and dependent upon negotiations, no
assurance can be given that this transaction will be completed, or what the
timing and final terms will be. Any transaction is subject to, among other
things, due diligence and negotiations, approval by the boards of both
companies, clearance of a Hart-Scott-Rodino filing, and consent by the U.S.
Department of Defense.



         In addition to the major role it plays in propulsion, Aerojet is a
leader in advanced space electronics with expertise in satellite payloads
used for remote sensing and surveillance, and ground systems hardware and
software and a major producer of smart munitions. Aerojet is a segment of
GenCorp, a technology-based manufacturer with leading positions in numerous
polymer product markets and the automotive industry, in addition to aerospace
and defense.

                                      # # #

Company News On-Call: http://www.prnewswire.com
                      -------------------------
For a fax call 800-758-5804, ext. 347350
Web site: http://www.gencorp.com
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