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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended May 31, 2000 Commission File Number 1-1520
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GenCorp Inc.
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(Exact name of registrant as specified in its charter)
Ohio 34-0244000
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(State of Incorporation) (I.R.S. Employer Identification No.)
Highway 50 and Aerojet Road Rancho Cordova, California 95670
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(Address of principal executive offices) (Zip Code)
P.O. Box 537012 Sacramento, California 95853
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(Mailing address) (Zip Code)
Registrant's telephone number, including area code (916) 355-4000
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
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As of July 31, 2000, there were 42,401,313 outstanding shares of GenCorp Inc.'s
Common Stock, par value $0.10.
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PORTIONS AMENDED
Part II, Item 4 of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended May 31, 2000 is included and amended as set forth below:
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on March 29, 2000, holders
of GenCorp Common Stock voted on the following matters as set forth below:
PROPOSAL 1 - To elect J. Gary Cooper, James M. Osterhoff and Steven G.
Rothmeier as directors to serve a three year term expiring in 2003.
Previously, Irving Gutin and Robert A. Wolfe were elected as directors
to serve three year terms which continue until March 2001 and William
K. Hall, Dr. Robert K. Jaedicke and Dr. Sheila E. Widnall were elected
as directors to serve three year terms which continue until March 2002.
PROPOSAL 2 - To ratify the Board of Directors' appointment of Ernst &
Young LLP as the Company's independent auditors for fiscal 2000.
Board of Director proposals to amend the Amended Articles of Incorporation
and Amended Code of Regulations of GenCorp Inc:
PROPOSAL 3 - To amend the Articles to designate Cleveland, Ohio as the
location of GenCorp's principal Ohio office for purposes of the Ohio
General Corporation Law.
PROPOSAL 4 - To amend the Regulations to provide that GenCorp's
corporate seal contain only the name of the Company and the words
"Corporate Seal".
PROPOSAL 5 - To amend the Articles to provide that GenCorp's corporate
purpose is to engage in any lawful act or activity for which
corporations may be formed under Ohio law.
PROPOSAL 6 - To amend the Regulations to permit additional forms of
proxy authorizations.
PROPOSAL 7 - To amend the Regulations to require indemnification by
GenCorp of current and former directors, officers, employees and others
to the fullest extent permitted by applicable law.
PROPOSAL 8 - To amend the Articles to increase the number of authorized
shares of GenCorp Common Stock from 90,000,000 to 150,000,000 shares.
Following is the final result of the Common votes cast:
<TABLE>
<CAPTION>
Broker
For Withheld Non-Vote
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<S> <C> <C> <C>
PROPOSAL 1
Election of Directors
J. Gary Cooper 33,764,703 3,184,963 -0-
James M. Osterhoff 33,771,594 3,178,072 -0-
Steven G. Rothmeier 33,746,174 3,203,492 -0-
</TABLE>
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<TABLE>
<CAPTION>
Broker
For Against Abstain Non-Vote
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<S> <C> <C> <C> <C>
PROPOSAL 2
Appointment of Independent Auditors 36,658,165 202,919 88,582 -0-
PROPOSAL 3
Amend Articles - principal office 36,008,648 853,136 87,882 -0-
PROPOSAL 4
Amend Regulations - corporate seal 36,583,835 238,268 127,563 -0-
PROPOSAL 5
Amend Articles - corporate purpose 34,677,227 2,140,664 131,775 -0-
PROPOSAL 6
Amend Regulations - proxy 36,189,160 566,540 193,966 -0-
authorizations
PROPOSAL 7
Amend Regulations - indemnification 28,433,657 8,295,807 220,202 -0-
PROPOSAL 8
Amend Articles - authorized shares 31,180,889 5,616,126 152,651 -0-
</TABLE>
Additional information regarding the proposals described above is contained in
GenCorp's definitive proxy statement dated February 17, 2000.
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 thereunto duly authorized.
GENCORP INC.
Date August 9, 2000 By /s/ W.R. Phillips
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W. R. Phillips
Senior Vice President, Law; General Counsel and
Secretary (Duly Authorized Officer)
