0000902664-13-001849.txt : 20130410 0000902664-13-001849.hdr.sgml : 20130410 20130410141611 ACCESSION NUMBER: 0000902664-13-001849 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130410 DATE AS OF CHANGE: 20130410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCORP INC CENTRAL INDEX KEY: 0000040888 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 340244000 STATE OF INCORPORATION: OH FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-16268 FILM NUMBER: 13753367 BUSINESS ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 BUSINESS PHONE: 916-355-4000 MAIL ADDRESS: STREET 1: 2001 AEROJET ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95742 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO DATE OF NAME CHANGE: 19840330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 p13-1053sc13g.htm GENCORP INC.

 

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No.   )*
 

GenCorp Inc.

(Name of Issuer)
 

Common Stock, par value $0.10 par value

(Title of Class of Securities)
 

368682100

(CUSIP Number)
 

April 2, 2013

(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
CUSIP No. 36868210013GPage 2 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.03%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. 36868210013GPage 3 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.03%

12

TYPE OF REPORTING PERSON

OO

         
 
CUSIP No. 36868210013GPage 4 of 9 Pages

 

1

NAMES OF REPORTING PERSONS

Glenn Dubin

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.03%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 36868210013GPage 5 of 9 Pages

 

Item 1(a). NAME OF ISSUER:
   
  The name of the issuer is GenCorp Inc., an Ohio corporation (the “Company”).

 

Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
   
 

The Company’s principal executive offices are located at 2001 Aerojet Road

Rancho Cordova, California 95742.

 

Item 2(a). NAME OF PERSON FILING:
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Item 2(c). CITIZENSHIP:

 

  This statement is filed by:
 

 

 

  (i)

Highbridge International LLC

c/o Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: Cayman Islands, British West Indies

   
  (ii)

Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: State of Delaware

   
  (iii)

Glenn Dubin

c/o Highbridge Capital Management, LLC

40 West 57th Street, 33rd Floor

New York, New York 10019

Citizenship: United States

   
  The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.10 par value (the “Common Stock”).

 

Item 2(e). CUSIP NUMBER:
   
  368682100

 

 
CUSIP No. 36868210013GPage 6 of 9 Pages

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act,
       
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act,
       
  (c) ¨ Insurance Company as defined in Section 3(a)(19) of the Act,
       
  (d) ¨ Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
       
  (f) ¨ Employee Benefit Plan or Endowment Fund in accordance with Rule 13d‑1(b)(1)(ii)(F),
       
  (g) ¨ Parent Holding Company or control person in accordance with Rule 13d‑1(b)(1)(ii)(G),
       
  (h) ¨ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
       
  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
       
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:  ___________________________________________

 

Item 4. OWNERSHIP.
   
  (a)        Amount beneficially owned:
   
  As of the date hereof, (i) Highbridge International LLC may be deemed to beneficially own 3,210,354 shares of Common Stock issuable upon conversion of 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039, (ii) Highbridge Capital Management, LLC, as the trading manager of Highbridge International LLC may be deemed to be the beneficial owner of the 3,210,354 shares of Common Stock issuable upon conversion of the 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039 held by Highbridge International LLC and (iii) Glenn Dubin, as the Chief Executive Officer of Highbridge Capital Management, LLC, may be deemed to be the beneficial owner of the 3,210,354 shares of Common Stock issuable upon conversion of the 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039 held by Highbridge International LLC. 

 

 
CUSIP No. 36868210013GPage 7 of 9 Pages

 

  (b)        Percent of class:
   
  The percentages used herein and in the rest of this Schedule 13G are calculated based upon 60,556,327 shares of Common Stock issued and outstanding as of January 31, 2013, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 15, 2013.  Therefore, as of the date hereof, based on the Company’s outstanding shares of Common Stock, (i) Highbridge International LLC may be deemed to beneficially own approximately 5.03% of the outstanding shares of Common Stock of the Company and (ii) each of Highbridge Capital Management, LLC and Glenn Dubin may be deemed to beneficially own approximately 5.03% of the outstanding shares of Common Stock of the Company. 
   
  The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock held by Highbridge International LLC.  In addition, each of Highbridge Capital Management LLC and Glenn Dubin disclaims beneficial ownership of the shares of Common Stock issuable upon conversion of the 28,898,000 aggregate principal amount of 4.0625% Convertible Subordinated Debentures due 2039 held by Highbridge International LLC.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 36868210013GPage 8 of 9 Pages

 
SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: April 10, 2013

 

HIGHBRIDGE INTERNATIONAL LLC  
   

By: Highbridge Capital Management, LLC

      its Trading Manager

 

 

By:

/s/ John Oliva

    
Name:  John Oliva    
Title:    Managing Director    
 

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

     
By:

/s/ John Oliva

    
Name:  John Oliva    
Title:    Managing Director    
     

/s/ Glenn Dubin

    
     
GLENN DUBIN    
     
       

 

 
CUSIP No. 36868210013GPage 9 of 9 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.10 par value, of GenCorp Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

DATED: April 10, 2013

 

HIGHBRIDGE INTERNATIONAL LLC  
   

By: Highbridge Capital Management, LLC

      its Trading Manager

 

 

By:

/s/ John Oliva

    
Name:  John Oliva    
Title:    Managing Director    
 

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

     
By:

/s/ John Oliva

    
Name:  John Oliva    
Title:    Managing Director    
     

/s/ Glenn Dubin

    
     
GLENN DUBIN