0000895345-05-000362.txt : 20120614
0000895345-05-000362.hdr.sgml : 20120614
20050316173016
ACCESSION NUMBER: 0000895345-05-000362
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050316
DATE AS OF CHANGE: 20050316
GROUP MEMBERS: CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
GROUP MEMBERS: CASTLERIGG INTERNATIONAL LIMITED
GROUP MEMBERS: CASTLERIGG MASTER INVESTMENTS LTD.
GROUP MEMBERS: THOMAS E. SANDELL
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 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-16268
FILM NUMBER: 05686704
BUSINESS ADDRESS:
STREET 1: HIGHWAY 50 & AEROJET ROAD
CITY: RANCHO CORDOVA
STATE: CA
ZIP: 95670
BUSINESS PHONE: 9163554000
MAIL ADDRESS:
STREET 1: HIGHWAY 50 & AEROJET ROAD
CITY: RANCHO CORDOVA
STATE: CA
ZIP: 95670
FORMER COMPANY:
FORMER CONFORMED NAME: GENERAL TIRE & RUBBER CO
DATE OF NAME CHANGE: 19840330
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: SANDELL ASSET MANAGEMENT CORP
CENTRAL INDEX KEY: 0001140474
IRS NUMBER: 000000000
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 40 WEST 57TH STREET
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126035700
MAIL ADDRESS:
STREET 1: 40 WEST 57TH STREET
STREET 2: 26TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
SC 13D
1
lb13d.txt
SCHEDULE 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Gencorp Inc.
------------------------------------------------------------
(Name of Issuer)
Common Stock
(Title of Class of Securities)
368682100
--------------
(CUSIP Number)
Sandell Asset Management Corp.
40 West 57th Street
26th Floor
New York, NY 10019
Attention : Michael Fischer, General Counsel
212-603-5700
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 7, 2005
--------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
SCHEDULE 13D
CUSIP No 302051206
1 NAME OF REPORTING PERSON
Castlerigg Master Investments Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
3,264,800
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
3,264,800
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
Sandell Asset Management Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
3,264,800
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
3,264,800
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
Castlerigg International Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
3,264,800
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
3,264,800
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
Castlerigg International Holdings Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
3,264,800
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
3,264,800
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
CO
1 NAME OF REPORTING PERSON
Thomas E. Sandell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) |X| (b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Sweden
NUMBER OF 7 SOLE VOTING POWER
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
3,264,800
OWNED
BY EACH 9 SOLE DISPOSITIVE POWER
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
3,264,800
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,264,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $.01
per share, of Gencorp Inc., an Ohio corporation ("Gencorp").
The principal executive offices of Gencorp are located at:
Highway 50 and Aerojet Road
Rancho Cordova, California 95670
ITEM 2. IDENTITY AND BACKGROUND
(a). NAME
The names of the persons filing this statement on Schedule 13D are:
Castlerigg Master Investments Ltd., a British Virgin Islands Company
("Castlerigg Master Investments"), Sandell Asset Management Corp., a
British Virgin Islands Company ("SAMC"), Castlerigg International Limited,
a British Virgin Islands Company ("Castlerigg International"), Castlerigg
International Holdings Limited, a British Virgin Islands company
("Castlerigg Holdings" and, collectively with Castlerigg Master Investments
and Castlerigg International, the "Fund"), and Thomas E. Sandell, a citizen
of Sweden ("Sandell") (together, the "Reporting Persons").
The shares of common stock and convertible notes beneficially owned by the
Reporting Persons are owned directly by Castlerigg Master Investments.
Castlerigg Holdings is the controlling shareholder of Castlerigg Master
Investments and Castlerigg International is the controlling shareholder of
Castlerigg Holdings.
SAMC is the Investment Manager of the Fund. The controlling shareholder of
SAMC is Sandell.
(b). RESIDENCE OR BUSINESS ADDRESS
The principal business address for each of Castlerigg Master Investments,
Castlerigg International and Castlerigg Holdings is c/o Citco Fund Services
(Curacao) N.V., Kaya Flamboyan 9, P.O. Box 812, Curacao, Netherlands
Antilles.
The principal business address for each of SAMC and Sandell is 40 West 57th
Street, 26th Floor, New York, New York, 10019.
(c). PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND THE NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ANY CORPORATION OR OTHER ORGANIZATION IN WHICH SUCH
EMPLOYMENT IS CONDUCTED
The Fund is a private investment fund whose investment objective is to
achieve superior investment returns, focusing primarily on a global,
event-driven investment strategy, including global, event-driven risk
arbitrage, reorganizations, mergers, spin-offs, liquidations and distressed
securities and other situations.
Information regarding the directors, executive officers and/or control
persons of Castlerigg Master Investments, Castlerigg International,
Castlerigg Holdings, SAMC, and Sandell (collectively, the "Instruction C
Persons") is set forth in Appendix IV attached hereto.
(d), (e). CRIMINAL CONVICTIONS; CIVIL PROCEEDINGS
During the last five years, none of the Reporting Persons or the persons
listed in Appendix III have: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations or prohibiting
activities subject to federal or state securities laws or finding any
violation of such laws.
(f). CITIZENSHIP
Castlerigg Master Investments, Castlerigg International, Castlerigg
Holdings, and SAMC are British Virgin Islands companies.
Sandell is a citizen of Sweden.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Castlerigg Master Investments acquired 3,064,800 shares of the common stock
of Gencorp (the "Shares") and $4,000,000 of Gencorp's 5 3/4% Convertible
Subordinated Notes due 2007 (the "Convertible Notes") convertible into an
additional 200,000 shares of the common stock of Gencorp (the "Notes", and
together with the Shares, the "Securities"). The funds used to purchase the
Securities were obtained from (and, if additional shares of Gencorp's
common stock or convertible notes are purchased in the future, it is
expected that such funds will also be obtained from) a combination of the
general working capital of the investment entities managed by the Reporting
Persons and margin account borrowings made in the ordinary course of
business.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Shares is for investment purposes,
and the acquisitions of the Shares were made in the ordinary course of
business and were not made for the purpose of acquiring control of Gencorp.
Although none of the Reporting Persons has any specific plan or proposal to
acquire or dispose of the Shares, consistent with its investment purpose,
each Reporting Person at any time and from time to time may (i) acquire
additional shares or convertible notes of Gencorp common stock, (ii)
dispose of any or all of its Securities, or (iii) enter into privately
negotiated derivative transactions with institutional counterparties to
hedge the market risk of some or all of their positions in the Securities,
depending upon an ongoing evaluation of the investment in the Securities,
prevailing market conditions, other investment opportunities, liquidity
requirements of the Reporting Persons, and/or other investment
considerations.
On March 16, 2005, SAMC sent the letter annexed hereto to the Board of
Directors of Gencorp to request, among other things, that Gencorp take
favorable steps towards SAMC's corporate governance proposals set forth in
the letter, which include, among other things, closing on the divestiture
of the Fine Chemicals business in an expedited fashion, unlocking the value
of certain real estate holdings located in the Sacramento area by
separating out the assets in a tax efficient manner such as a spin-off,
tracking stock, or via a real estate partnership, eliminating the
classification of Gencorp's Board of Directors, requiring that all
directors stand for election annually, terminating Gencorp's shareholder
rights plan, eliminating supermajority voting requirements, waiving the
Ohio anti-takeover statute Section 1704, allowing special meetings to be
called by shareholders holding not less than 10% of the voting power of
Gencorp's securities, allowing action by written consent of a majority of
shareholders and inviting one or two representatives of Gencorp's
shareholder base to join Gencorp's Board of Directors.
Consistent with the investment purpose and based upon the annexed letter,
representatives of SAMC expect to engage in preliminary discussions with
members of the board of directors of Gencorp, as well as with several
shareholders of Gencorp, regarding Gencorp, including but not limited to
its operations and board composition, and to engage in further
communications with one or more shareholders of Gencorp, one or more
officers of Gencorp, one or more members of the board of directors of
Gencorp and/or one or more representatives of Gencorp on a variety of
possible subjects regarding ways to increase shareholder value. Some of the
suggestions SAMC has made and might make may affect control of Gencorp
and/or may relate to any of the following: changes to the board of
directors or management of Gencorp, the merger, acquisition or liquidation
of Gencorp, the divestiture of certain assets of Gencorp, a change in the
present capitalization or dividend policy of Gencorp or a change in
Gencorp's charter or by-laws.
Except to the extent the foregoing may be deemed a plan or proposal, none
of the Reporting Persons has any specific plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or
reconsider their position and/or change their purpose and/or formulate
plans or proposals with respect thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a). The Reporting Persons as a group beneficially own 3,264,800
shares of Gencorp common stock. Such beneficial ownership is comprised of
the ownership of 3,064,800 shares of Gencorp common stock and notes
convertible into an additional 200,000 shares of Gencorp common stock. This
comprises approximately 6.0% of the outstanding common stock of Gencorp. At
current market prices, it would be uneconomical for any person to convert
any of the Convertible Notes and substantially all of the Convertible Notes
and not just those held by the Reporting Persons would be converted if it
became economical to do so. Accordingly, the Reporting Persons believe that
a more realistic percentage of their aggregate economic interest, which
does not take into account the conversion of the Convertible Notes, would
be 5.6%.
(b). None of the Reporting Persons has sole power to vote or to direct
the vote or sole power to dispose or to direct the disposition of the
Shares.
Each of the Reporting Persons has shared power to vote and to direct the
vote and shared power to dispose and to direct the disposition of 3,264,800
shares of Gencorp common stock.
(c). A list of the transactions in Gencorp common stock that were
effected by the Reporting Persons during the past sixty days is attached as
Appendix I.
(d). N/A
(e). N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None, except for the arrangements described in Item 5 above and Appendix II
hereto and as set forth herein. In order to execute certain hedging
transactions, funds under the management of SAMC have entered into stock
loan transactions with Prime dealer Services pursuant to which such funds
have borrowed shares of the common stock of Gencorp. All of such borrowed
shares of common stock have been sold by such funds as follows:
o 80,000 shares were sold on January 20, 2005 at a per share price
of $18.39; and
o 2,000 shares were sold on March 3, 2005 at a per share price of
$18.91.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Appendix I: List of the transactions in GenCorp common stock that were
effected by the Reporting Persons during the past sixty days.
Appendix II: Joint Filing Agreement.
Appendix III: Powers of Attorney.
Appendix IV: Instruction C Person Information.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 16, 2005 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
/s/ Thomas E. Sandell
--------------------------------
Thomas E. Sandell
APPENDIX I
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS
Date of Person Amount of Price per Where and
transaction effecting securities share or unit how the
transaction involved transaction
was effected
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/18/05 SAMC 3,000 17.34000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/20/05 SAMC 4,000 18.15000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/21/05 SAMC 6,500 18.00000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/21/05 SAMC 6,100 18.00000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/24/05 SAMC 188,200 17.99000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/25/05 SAMC 193,200 17.94990 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/26/05 SAMC 17,800 17.97660 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/26/05 SAMC 1,000 18.03000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/28/05 SAMC 21,200 18.07450 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/31/05 SAMC 15,600 18.19820 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
01/31/05 SAMC 4,000 18.06000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/08/05 SAMC 100,000 18.60000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/09/05 SAMC 24,600 18.41690 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/09/05 SAMC 100,000 18.45940 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/10/05 SAMC 125,400 18.40230 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/10/05 SAMC 32,800 18.33510 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/11/05 SAMC 157,400 18.09030 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/14/05 SAMC 46,100 17.96520 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/14/05 SAMC 50,000 17.97300 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/14/05 SAMC 150,000 17.98170 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/15/05 SAMC 80,500 17.98350 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/16/05 SAMC 73,300 17.96670 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/16/05 SAMC 10,000 18.09000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/17/05 SAMC 35,700 18.10000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/18/05 SAMC 84,300 18.08910 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/22/05 SAMC 188,500 18.09800 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/23/05 SAMC 49,600 17.92540 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
02/23/05 SAMC 65,500 18.16090 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/04/05 SAMC 58,700 19.06810 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/07/05 SAMC 100,000 19.12000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/08/05 SAMC 14,100 19.09940 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/09/05 SAMC 88,600 19.01000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/09/05 SAMC 10,000 19.05000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/10/05 SAMC 310,000 18.95000 transaction
---------------- --------------- --------------- --------------- ---------------
Regular
market
03/10/05 SAMC 26,000 19.03000 transaction
---------------- --------------- --------------- --------------- ---------------
APPENDIX II
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of Gencorp Inc. dated as of March 16, 2005 is,
and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended.
Dated: March 16, 2005 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
SANDELL ASSET MANAGEMENT CORP.
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
/s/ Thomas E. Sandell
--------------------------------
Thomas E. Sandell
APPENDIX III
------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg Master Investments Ltd.,
whose signature appears below, constitutes and appoints each of James A.
Cacioppo, Timothy O'Brien, Michael R. Fischer and Richard A. Gashler as its
attorney-in-fact and agent for the undersigned solely for the purpose of
executing reports required under Sections 13(d) and 16 of the Securities
Exchange Act of 1934, as amended, and filing the same, with exhibits and
appendices thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all
that each said attorney-in-fact may do or cause to be done by virtue
hereof.
Dated: March 16, 2005 CASTLERIGG MASTER INVESTMENTS LTD.
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Sandell Asset Management Corp., whose
signature appears below, constitutes and appoints each of James A.
Cacioppo, Timothy O'Brien, Michael R. Fischer and Richard A. Gashler as its
attorney-in-fact and agent for the undersigned solely for the purpose of
executing reports required under Sections 13(d) and 16 of the Securities
Exchange Act of 1934, as amended, and filing the same, with exhibits and
appendices thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all
that each said attorney-in-fact may do or cause to be done by virtue
hereof.
Dated: March 16, 2005 SANDELL ASSET MANAGEMENT CORP.
By:/s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Limited,
whose signature appears below, constitutes and appoints each of James A.
Cacioppo, Timothy O'Brien, Michael R. Fischer and Richard A. Gashler as its
attorney-in-fact and agent for the undersigned solely for the purpose of
executing reports required under Sections 13(d) and 16 of the Securities
Exchange Act of 1934, as amended, and filing the same, with exhibits and
appendices thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, thereby ratifying and confirming all
that each said attorney-in-fact may do or cause to be done by virtue
hereof.
Dated: March 16, 2005 CASTLERIGG INTERNATIONAL LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Castlerigg International Holdings
Limited, whose signature appears below, constitutes and appoints each of
James A. Cacioppo, Timothy O'Brien, Michael R. Fischer and Richard A.
Gashler as its attorney-in-fact and agent for the undersigned solely for
the purpose of executing reports required under Sections 13(d) and 16 of
the Securities Exchange Act of 1934, as amended, and filing the same, with
exhibits and appendices thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, thereby ratifying
and confirming all that each said attorney-in-fact may do or cause to be
done by virtue hereof.
Dated: March 16, 2005 CASTLERIGG INTERNATIONAL HOLDINGS LIMITED
By: Sandell Asset Management Corp.
As Investment Manager
By: /s/ Thomas E. Sandell
-----------------------------
Thomas E. Sandell
Title: Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that Thomas E. Sandell, whose signature
appears below, constitutes and appoints each of James A. Cacioppo, Timothy
O'Brien, Michael R. Fischer and Richard A. Gashler as his attorney-in-fact
and agent for the undersigned solely for the purpose of executing reports
required under Sections 13(d) and 16 of the Securities Exchange Act of
1934, as amended, and filing the same, with exhibits and appendices
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, thereby ratifying and confirming all that each
said attorney-in-fact may do or cause to be done by virtue hereof.
Dated: March 16, 2005
/s/ Thomas E. Sandell
--------------------------
Thomas E. Sandell
APPENDIX IV
-----------
INFORMATION REGARDING THE INSTRUCTION C PERSONS
CASTLERIGG MASTER INVESTMENTS LTD. EXECUTIVE OFFICERS
---------------------------- --------------------------------------------
Name Title
---------------------------- --------------------------------------------
NONE
---------------------------- --------------------------------------------
CASTLERIGG MASTER INVESTMENTS LTD. DIRECTORS
The following table sets forth the name, and mailing address (business
or residence), of each of the directors of Castlerigg Master Investments
Ltd., and the principal occupation and citizenship of each of those
directors who are natural persons.
----------------------- ------------------- -------------------------- --------------------------
Name Principal Address Citizenship
Occupation
----------------------- ------------------- -------------------------- --------------------------
Thomas E. Sandell Portfolio Manager 40 West 57th Street, Sweden
26th Floor
New York, NY 10019
----------------------- ------------------- -------------------------- --------------------------
Daniel Mignon Portfolio Manager Le Prince de Galles Belgium
10 Avenue de
Grande-Bretagne
MC-98000 Monte-Carlo
MONACO
----------------------- ------------------- -------------------------- --------------------------
InterCaribbean N/A c/o Citco BVI Limited N/A
Services Ltd. Citco Building
Wickhams Cay
PO Box 662
Road Town, Tortola
British Virgin Islands
----------------------- ------------------- -------------------------- --------------------------
CASTLERIGG INTERNATIONAL LIMITED EXECUTIVE OFFICERS
---------------------------- --------------------------------------------
Name Title
---------------------------- --------------------------------------------
NONE
---------------------------- --------------------------------------------
CASTLERIGG INTERNATIONAL LIMITED DIRECTORS
The following table sets forth the name and mailing address (business
or residence) of each of the directors of Castlerigg Master International
Limited and the principal occupation and citizenship of each of those
directors who are natural persons.
----------------------- ------------------- -------------------------- --------------------------
Name Principal Address Citizenship
Occupation
----------------------- ------------------- -------------------------- --------------------------
Thomas E. Sandell Portfolio Manager 40 West 57th Street, Sweden
26th Floor
New York, NY 10019
----------------------- ------------------- -------------------------- --------------------------
Daniel Mignon Portfolio Manager Le Prince de Galles Belgium
10 Avenue de
Grande-Bretagne
MC-98000 Monte-Carlo
MONACO
----------------------- ------------------- -------------------------- --------------------------
InterCaribbean N/A c/o Citco BVI Limited N/A
Services Ltd. Citco Building
Wickhams Cay
PO Box 662
Road Town, Tortola
British Virgin Islands
----------------------- ------------------- -------------------------- --------------------------
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED EXECUTIVE OFFICERS
---------------------------- --------------------------------------------
Name Title
---------------------------- --------------------------------------------
NONE
---------------------------- --------------------------------------------
CASTLERIGG INTERNATIONAL HOLDINGS LIMITED DIRECTORS
The following table sets forth the name mailing address (business or
residence) present principal occupation or employment and citizenship of
each of the directors of Castlerigg International Holdings Limited.
----------------------- ------------------- -------------------------- --------------------------
Name Principal Address Citizenship
Occupation
----------------------- ------------------- -------------------------- --------------------------
Thomas E. Sandell Portfolio Manager 40 West 57th Street, Sweden
26th Floor
New York, NY 10019
----------------------- ------------------- -------------------------- --------------------------
Daniel Mignon Portfolio Manager Le Prince de Galles Belgium
10 Avenue de
Grande-Bretagne
MC-98000 Monte-Carlo
MONACO
----------------------- ------------------- -------------------------- --------------------------
InterCaribbean N/A c/o Citco BVI Limited N/A
Services Ltd. Citco Building
Wickhams Cay
PO Box 662
Road Town, Tortola
British Virgin Islands
----------------------- ------------------- -------------------------- --------------------------
SANDELL ASSET MANAGEMENT CORP. EXECUTIVE OFFICERS
The following table sets forth the name, title, principal occupation
and citizenship of each of the executive officers of Sandell Asset
Management Corp.. The business address of each person named below is 40
West 57th Street, 26th Floor, New York, N.Y. 10019. In each case, the
principal occupation is represented by the person's title.
---------------------- ---------------------------------- ---------------------------------
Name Title Citizenship
---------------------- ---------------------------------- ---------------------------------
Thomas E. Sandell Chairman of the Board of Sweden
Directors
Chief Executive Officer and
Co-Portfolio Manager
---------------------- ---------------------------------- ---------------------------------
James A. Cacioppo President and Co-Portfolio United States of America
Manager
---------------------- ---------------------------------- ---------------------------------
Timothy O'Brien Chief Financial Officer United States of America
---------------------- ---------------------------------- ---------------------------------
Michael R. Fischer General Counsel and Secretary Germany
---------------------- ---------------------------------- ---------------------------------
SANDELL ASSET MANAGEMENT CORP. DIRECTORS
The following table sets forth the name mailing address (business or
residence) present principal occupation or employment and citizenship of
each of the directors of Sandell Asset Management Corp.
----------------------- ------------------- -------------------------- --------------------------
Name Principal Address Citizenship
Occupation
----------------------- ------------------- -------------------------- --------------------------
Thomas E. Sandell Portfolio Manager 40 West 57th Street, Sweden
26th Floor
New York, NY 10019
----------------------- ------------------- -------------------------- --------------------------
Daniel Mignon Portfolio Manager Le Prince de Galles Belgium
10 Avenue de
Grande-Bretagne
MC-98000 Monte-Carlo
MONACO
----------------------- ------------------- -------------------------- --------------------------
EX-99
2
exh99_1.txt
[SANDELL ASSET MANAGEMENT/CASTLERIGG INVESTMENTS STATIONERY]
March 16, 2005
VIA TELEFAX (916) 351-8668
Board of Directors
GenCorp Inc.
P.O. Box 537012
Sacramento, CA 95853-7012
Attention:
Mr. Terry L. Hall
Chairman of the Board
Re: GenCorp Inc.
Dear Sirs:
Sandell Asset Management Corp. ("Sandell") and the private investment
funds advised by Sandell (collectively with Sandell, the "Sandell Funds")
are the beneficial owners of 3,064,800 shares of common stock of GenCorp
Inc. ("GenCorp" or the "Company") and $4,000,000 of the Company's 5.75%
Convertible Subordinated Notes due 2007 convertible into 200,000 shares of
the Company's common stock, collectively representing approximately 6.0% of
GenCorp's outstanding shares.
As a shareholder with a significant ownership of GenCorp, we want to
take this opportunity to highlight to you our perspective that GenCorp's
common shares remain significantly undervalued at the present time. We have
a strong conviction in the view that the intrinsic value of the Company
resides predominantly with its extensive and highly valuable 12,700-acre
real estate holdings around the rapidly growing Sacramento, CA region (the
"Sacramento Property"). While our investment thesis was borne out of
extensive and independent analyses, our overall perspective with regards to
the value of the Sacramento Property is not unique and has also been
highlighted repeatedly in recent investment analyst reports, shareholder
filings, industry commentaries and media stories.
We are deeply dissatisfied with the decision by the Board of Directors
and management to complete its recent offerings of equity and convertible
securities amid shareholder concerns. While we applaud the Company's recent
move to allow a representative of one large shareholder to attend all
meetings of the Board of Directors as a non-voting observer, we feel that
this falls far short of the corporate governance improvement needed at
GenCorp.
As such, we would like to see GenCorp:
- Close on the divestiture of the Fine Chemicals business in an
expedited fashion;
- Unlock the value of the Sacramento Property by separating out the
assets in a tax efficient manner such as a spin-off, tracking
stock, or via a real estate partnership;
- Eliminate the classification of its Board of Directors;
- Require that all directors stand for election annually;
- Remove the shareholder rights plan;
- Eliminate any supermajority requirements;
- Waive the Ohio anti-takeover statute Section 1704;
- Allow special meetings to be called by shareholders holding not
less than 10% of the voting power;and
- Allow action by written consent of a majority of shareholders.
Additionally, GenCorp could take a very positive step by proactively
inviting one to two representatives of its shareholder base to join the
board of GenCorp in a timely fashion.
GenCorp's Board has, for the most part, ignored the pleadings of its
largest and most vocal shareholder base which we believe is entirely
inappropriate. We will continue to evaluate any and all options with
respect to our investment in GenCorp as we deem appropriate including, but
not limited to, seeking board representation on GenCorp's Board.
We are available to discuss the issues raised by our letter and will
continue to monitor the progress made by GenCorp in maximizing shareholder
value.
Very truly yours,
SANDELL ASSET MANGEMENT CORP.
----------------------------
Name: Thomas Sandell
Its: Chief Executive Officer