UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 22)1
GenCorp Inc.
(Name of Issuer)
Common Stock, par value $0.10
(Title of Class of Securities)
368682100
(CUSIP Number)
Warren G. Lichtenstein
Steel Partners Holdings L.P.
590 Madison Avenue, 32nd Floor
New York, New York 10022
(212) 520-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 23, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 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 disclosures provided in a prior cover page.
The information required on 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. 368682100
|
1 |
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS L.P. | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
AF | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
4,180,997 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,180,997 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,180,997 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |
|
14 |
TYPE OF REPORTING PERSON
PN | |
CUSIP NO. 368682100
|
1 |
NAME OF REPORTING PERSONS
SPH GROUP LLC | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
AF | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
4,180,997 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,180,997 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,180,997 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |
|
14 |
TYPE OF REPORTING PERSON
OO | |
CUSIP NO. 368682100
|
1 |
NAME OF REPORTING PERSONS
SPH GROUP HOLDINGS LLC | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
AF | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
4,180,997 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,180,997 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,180,997 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |
|
14 |
TYPE OF REPORTING PERSON
OO | |
CUSIP NO. 368682100
|
1 |
NAME OF REPORTING PERSONS
STEEL PARTNERS HOLDINGS GP INC. | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
AF | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
- 0 - |
|
8 |
SHARED VOTING POWER
4,180,997 | |
|
9 |
SOLE DISPOSITIVE POWER
- 0 - | |
|
10 |
SHARED DISPOSITIVE POWER
4,180,997 | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,180,997 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% | |
|
14 |
TYPE OF REPORTING PERSON
CO | |
CUSIP NO. 368682100
|
1 |
NAME OF REPORTING PERSONS
WARREN G. LICHTENSTEIN | |
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |
|
3 |
SEC USE ONLY
| |
|
4 |
SOURCE OF FUNDS
OO | |
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ☐ | |
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
81,718 |
|
8 |
SHARED VOTING POWER
- 0 - | |
|
9 |
SOLE DISPOSITIVE POWER
81,018 | |
|
10 |
SHARED DISPOSITIVE POWER
- 0 - | |
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,718 | |
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1% | |
|
14 |
TYPE OF REPORTING PERSON
IN | |
CUSIP NO. 368682100
The following constitutes Amendment No. 22 to the Schedule 13D filed by the undersigned (“Amendment No. 22”). This Amendment No. 22 amends the Schedule 13D as specifically set forth herein.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 4,180,997 Shares owned directly by SPHG Holdings is approximately $47,519,535, including brokerage commissions. The Shares owned directly by SPHG Holdings were acquired with funds of an affiliated entity that initially purchased the Shares prior to being contributed to SPHG Holdings.
Warren G. Lichtenstein owns directly 81,718 Shares, including 43,615 Shares underlying Restricted Stock Awards that have vested, all of which were awarded to him in his capacity as a director of the Issuer.
Set forth on Schedule B annexed to Amendment No. 21 to the Schedule 13D (“Schedule B”) is the aggregate purchase price of the Shares beneficially owned, if any, by each of the persons, who are not Reporting Persons, listed on Schedule A annexed to Amendment No. 21 to the Schedule 13D (“Schedule A”).
SPHG Holdings effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
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Item 5. |
Interest in Securities of the Issuer. |
Item 5(a) is hereby amended and restated to read as follows:
(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 60.9 million Shares outstanding, which is the total number of Shares outstanding as of September 30, 2013 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 15, 2013.
As of the close of business on the date hereof, SPHG Holdings owned directly 4,180,997 Shares, constituting approximately 6.9% of the Shares outstanding. By virtue of their relationships with SPHG Holdings, each of Steel Holdings, SPHG and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.
As of the close of business on the date hereof, Warren G. Lichtenstein beneficially owned 81,718 Shares, constituting less than 1% of the Shares outstanding. An additional 8,502 Shares, including 897 Shares underlying Restricted Stock Awards that have vested, are held by a “rabbi trust,” the receipt of which has been deferred by Mr. Lichtenstein pursuant to the GenCorp Inc. Deferred Compensation Plan for Nonemployee Directors. Such 8,502 Shares are not deemed to be beneficially owned by Mr. Lichtenstein.
CUSIP NO. 368682100
Set forth on Schedule B is the aggregate number and percentage of Shares beneficially owned, if any, by each of the persons listed on Schedule A. Unless otherwise indicated thereon, each of the persons listed on Schedule B has (i) the sole power to vote and dispose of the Shares they beneficially own, if any, and (ii) the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares that they beneficially own, if any.
Item 5(b) is hereby amended and restated to read as follows:
(b) Each of the Reporting Persons other than Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Shares reported in this statement owned directly by SPHG Holdings. Mr. Lichtenstein has the sole power to vote the Shares reported in this Schedule 13D as beneficially owned directly by Mr. Lichtenstein. Mr. Lichtenstein may be deemed to have the sole power to dispose of 81,018 of such Shares.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On October 23, 2013, Steel Holdings and SPHG Holdings entered into a Credit Agreement (the “Credit Facility”) with PNC Bank, National Association (“PNC”), as administrative agent for the lenders thereunder. The Credit Facility provides for a revolving credit facility with borrowing availability of up to a maximum aggregate principal amount equal to $50 million. Obligations under the Credit Facility are collateralized by first priority security interests in certain assets, including publicly traded equity and debt instruments of Steel Holdings and SPHG Holdings, including the Shares of the Issuer owned directly by SPHG Holdings, pursuant to that certain Pledge Agreement dated as of October 23, 2013 by and among Steel Holdings, SPHG Holdings and PNC, as agent for the benefit of the lenders (the “Pledge Agreement”). Prior to the occurrence of PNC’s commencement of enforcement rights and remedies upon an Event of Default (as defined in the Pledge Agreement), SPHG Holdings will have the right to exercise all voting rights with respect to the Shares and will have the right to receive all cash dividends, interest and premiums declared and paid on the Shares. In addition, SPHG Holdings retains the power to dispose the Shares so long as no Potential Default (as defined in the Credit Facility) or Event of Default exists or would occur as a result of a disposition of any of the Shares.
CUSIP NO. 368682100
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
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Dated: October 28, 2013 |
STEEL PARTNERS HOLDINGS L.P. | ||
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By: |
Steel Partners Holdings GP Inc. | ||
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By: |
/s/ Jack L. Howard | ||
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Jack L. Howard, President | |||
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SPH GROUP LLC | |||
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By: |
Steel Partners Holdings GP Inc. | ||
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By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
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SPH GROUP HOLDINGS LLC | |||
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By: |
Steel Partners Holdings GP Inc. | ||
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By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
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STEEL PARTNERS HOLDINGS GP INC. | |||
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By: |
/s/ Jack L. Howard | ||
|
Jack L. Howard, President | |||
| /s/ Jack L. Howard | |||
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JACK L. HOWARD | |||