| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENCORP INC [ GY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 11/30/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 02/27/2002 | D5 | 40,500(1) | D | (2) | 189,041.2934(3) | D | ||||||||
| Common Stock | 11/30/2003 | A | 5,774.04(4) | A | (2) | 13,100.78 | I | Plan Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Phantom Stock Unit | (5) | 11/30/2003 | (6) | A | 1,202.187(7) | (8) | (9) | Common Stock | 1,202.187 | 1,202.187(7) | 47,867.487 | I | By Plan | |
| Explanation of Responses: |
| 1. Performance based restricted stock forfeited due to failure to achieve threshold FY2002 growth target. |
| 2. Due to the nature of this transaction, the Price of the Non-Derivative Security is not relevant to transaction. |
| 3. For any exempt transactions, the software requires that a balance footnote be attached to the reportable transaction on the form, even if it does not relate to the reportable transaction. The balance footnote will explain any exempt transaction which is not reportable, yet the addition of those shares must be recognized in the computer computation of total shares. In this case the common stock balance has been updated with 4795.3098 shares acquired on 2-28-02, 5-31-02, 8-30-02, 11-29-02, 2-28-03, 5-30-03, 8-29-03 and 11-28-03 under the GenCorp Dividend Reinvestment Program. |
| 4. Shares held in the GenCorp Retirement Savings Plan Trust ("Plan Trust") as of November 28, 2003 per the Plan Administrator's records. The number of shares reported is calculated by dividing the dollar value of the participant's account by the closing stock price printed in the New York Stock Exchange Composite Transactions in the Wall Street Journal on the day reported above. This calculation yields only the approximate number of shares in the participant's account because the cash component in the Plan Trust (target 2%) is allocated to each participant's account on a pro rata basis, and the cash component varies based on overall activity of all participants in the Plan Trust. |
| 5. Due to the nature of this transaction, the Conversion or Exercise Price of Derivative Security is not relevant to this transaction. |
| 6. Due to the nature of this transaction, the Execution Date is not relevant to this transaction. |
| 7. Phantom stock units acquired under the Deferred Bonus Plan. Includes phantom stock units acquired through reinvestment of dividends on 2-28-02, 5-31-02, 8-30-02 and 11-29-02, 2-28-03, 5-30-03, 8-29-03, and 11-28-03. |
| 8. Due to the nature of this transaction, the Date Exercisable is not relevant to this transaction. |
| 9. Due to the nature of this transaction, the Expiration Date is not relevant to this transaction. |
| 10. Due to the nature of this transaction, the Price of the Derivative Security is not relevant to this transaction. |
| Remarks: |
| Mark A. Whitney as attorney-in-fact for Robert A. Wolfe | 01/06/2004 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||