Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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. 19)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 PersonAuthorized
to Receive Notices and Communications)
February 12,
2010
(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 PERSON
STEEL
PARTNERS II, L.P.
|
<
/tr>||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
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
4,055,737
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
4,055,737
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,055,737
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
2
CUSIP
NO. 368682100
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS HOLDINGS L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
4,055,737
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
4,055,737
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,055,737
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
3
CUSIP
NO. 368682100
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
4,055,737
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
4,055,737
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,055,737
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
4
CUSIP
NO. 368682100
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF,
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
4,000*
|
|
8
|
SHARED
VOTING POWER
4,055,737
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
4,055,737
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,059,737
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
*
Represents restricted Shares, all of which are unvested.
5
CUSIP
NO. 368682100
1
|
NAME
OF REPORTING PERSON
JAMES
R. HENDERSON
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
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
7,500
*
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
*
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS
THAN 1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
*
Represents restricted Shares, all of which are unvested.
6
CUSIP
NO. 368682100
The
following constitutes Amendment No. 19 to the Schedule 13D filed by the
undersigned (“Amendment No. 19”). This Amendment No. 19 amends the
Schedule 13D as specifically set forth herein.
Item
2.
|
Identity and
Background.
|
Item 2 is hereby amended and restated
to read as follows:
(a) This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners Holdings L.P., a Delaware limited
partnership (“Steel Holdings”), Steel Partners LLC, a Delaware limited liability
company (“Partners LLC”), Warren G. Lichtenstein and James R.
Henderson. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Steel
Holdings is the sole limited partner of Steel Partners II. Partners
LLC is the manager of Steel Partners II and Steel Holdings and has been
delegated the sole power to vote and dispose of the securities held by Steel
Partners II and Steel Holdings. Warren G. Lichtenstein is the manager
of Partners LLC. By virtue of these relationships, each of Steel
Holdings, Partners LLC and Mr. Lichtenstein may be deemed to beneficially own
the Shares owned by Steel Partners II. James R. Henderson is a
Managing Director and operating partner of Partners LLC. Messrs.
Lichtenstein and Henderson are also directors of the
Issuer. Accordingly, the Reporting Persons are hereby filing a joint
Schedule 13D.
Set forth
on Schedule A annexed hereto is the name and present principal business,
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted of (i)
Steel Partners II GP LLC (“Steel Partners GP”), the general partner of Steel
Partners II, (ii) Steel Partners Holdings GP LLC (“Steel Holdings GP”), the
general partner of Steel Holdings, (iii) the executive officers of Partners LLC,
(iv) the executive officers of Steel Partners GP, and (v) the directors of Steel
Holdings GP. To the best of the Reporting Persons’ knowledge, except
as otherwise set forth herein, none of the persons or entities listed on
Schedule A beneficially owns any securities of the Issuer or is a party to any
contract, agreement or understanding required to be disclosed
herein.
(b) The
principal business address of each of the Reporting Persons is 590 Madison
Avenue, 32nd Floor, New York, New York 10022.
(c) Steel
Holdings is a global diversified holding company that engages or has interests
in a variety of operating businesses through its subsidiary
companies. Steel Holdings may seek to obtain majority or primary
control, board representation or other significant influence over the portfolio
companies in which it holds an interest. The principal business of
Steel Partners II is holding securities for the account of Steel
Holdings. The principal business of Partners LLC is serving as the
manager of Steel Partners II and Steel Holdings. The principal
occupation of Warren G. Lichtenstein is serving as the manager of Partners
LLC. The principal occupation of James R. Henderson is serving as a
Managing Director and operating partner of Partners LLC.
(d) No
Reporting Person nor any person or entity listed on Schedule A annexed hereto
has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) No
Reporting Person nor any person or entity listed on Schedule A annexed hereto
has, during the last five years, been 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 of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
7
CUSIP
NO. 368682100
(f) Each
of the individuals who are Reporting Persons or listed on Schedule A are
citizens of the United States of America. Each of the entities who
are Reporting Persons or listed on Schedule A are organized under the laws of
the State of Delaware.
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 4,055,737 Shares owned directly by Steel
Partners II is approximately $46,543,859, including brokerage
commissions. The Shares owned directly by Steel Partners II were
acquired with partnership funds.
Mr.
Lichtenstein beneficially owns an additional 4,000 restricted Shares awarded to
him in his capacity as a director of the Issuer.
Mr.
Henderson beneficially owns 7,500 restricted Shares awarded to him in his
capacity as a director of the Issuer.
Set forth
on Schedule B annexed hereto is the aggregate purchase price of the Shares
beneficially owned, if any, by each of the directors of Steel Holdings
GP.
Steel
Partners II 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.
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 58,500,000 Shares outstanding, which is the total number of Shares
outstanding as of January 20, 2010 as reported in the Issuer’s Form 10-K filed
with the Securities and Exchange Commission on February 4, 2010.
As of the
close of business on February 17, 2010, Steel Partners II owned directly
4,055,737 Shares,
constituting approximately 6.9% of the Shares outstanding. By virtue
of their relationships with Steel Partners II discussed in further detail in
Item 2, each of Steel Holdings, Partners LLC and Warren G. Lichtenstein may be
deemed to beneficially own the Shares owned by Steel Partners II.
As of the
close of business on February 17, 2010, Warren G. Lichtenstein beneficially
owned 4,000 restricted Shares which, together with the 4,055,737 Shares owned by
Steel Partners II that Mr. Lichtenstein may also be deemed to beneficially own,
constitutes approximately 6.9% of the Shares outstanding.
8
CUSIP
NO. 368682100
As of the
close of business on February 17, 2010, James R. Henderson beneficially owned
7,500 restricted Shares, constituting less than 1% of the Shares
outstanding.
Set forth
on Schedule B annexed hereto is the aggregate number and percentage of Shares
beneficially owned, if any, by each of the directors of Steel Holdings
GP. 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(c) is hereby amended to add the
following:
(c) Schedule
C annexed hereto lists all transactions in the Shares by the Reporting Persons
during the past sixty days. All of such transactions were effected in
the open market.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
|
Item 6 is hereby amended to add the
following:
On
February 12, 2010, Steel Partners II entered into a Purchase Trading Plan
Agreement (the “Agreement”) with Mutual Securities, Inc., a registered
broker-dealer, for the purpose of establishing a trading plan to effect
purchases of Shares of the Issuer beginning on February 22, 2010 in compliance
with all applicable laws, including, without limitation, Section 10(b) of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder, including, but not limited to, Rule 10b5-1. A
copy of the Agreement is attached hereto as Exhibit 99.2 and is incorporated
herein by reference.
As of the
close of business on February 17, 2010, Steel Partners II owned 2 1/4%
Convertible Subordinated Debentures (the “Debentures”) of the
Issuer. The Debentures are not convertible at the present
time.
Item
7.
|
Material to be Filed
as Exhibits.
|
Item 7 is hereby amended to add the
following exhibits:
|
99.1
|
Powers
of Attorney.
|
|
99.2
|
Purchase
Trading Plan Agreement by and between Steel Partners II, L.P. and Mutual
Securities, Inc., dated February 12,
2010.
|
9
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.
Dated:
February 18, 2010
|
STEEL
PARTNERS II, L.P.
|
||
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
By:
|
/s/
Sanford Antignas
|
||
Sanford
Antignas,
Chief
Operating Officer
|
STEEL
PARTNERS HOLDINGS L.P.
|
|||
By:
|
Steel
Partners Holdings GP LLC
General
Partner
|
||
By:
|
/s/
Sanford Antignas
|
||
Sanford
Antignas,
Chief
Operating Officer
|
STEEL
PARTNERS LLC
|
||
By:
|
/s/
Sanford Antignas
|
|
Sanford
Antignas,
Chief
Operating Officer
|
/s/
Sanford Antignas
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
/s/
Sanford Antignas
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for James R.
Henderson
|
10
CUSIP
NO. 368682100
SCHEDULE
A
General Partner of Steel
Partners II, L.P.
Name
|
Present Principal Business
|
Business Address
|
||
Steel
Partners II GP LLC
|
General
Partner of Steel Partners II, L.P.
|
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
General Partner of Steel
Partners Holdings L.P.
Name
|
Present Principal Business
|
Business Address
|
||
Steel
Partners Holdings GP LLC
|
General
Partner of Steel Partners Holdings L.P.
|
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
Executive Officers of Steel
Partners LLC
Name and Position
|
Present Principal
Occupation
|
Business Address
|
||
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer of Steel Partners LLC, a global management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Jack
L. Howard,
President |
President
of Steel Partners LLC, a global management firm, and a principal of Mutual
Securities, Inc., a registered broker dealer
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Sanford
Antignas,
Managing Director, Chief Operating Officer and Secretary |
Managing
Director, Chief Operating Officer and Secretary of Steel Partners LLC, a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Michael
Falk,
Vice
President, Chief Financial Officer, Treasurer and Assistant
Secretary
|
Vice
President, Chief Financial Officer, Treasurer and Assistant Secretary of
Steel Partners LLC, a global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
CUSIP
NO. 368682100
Executive Officers of Steel
Partners II GP LLC
Name and Position
|
Present Principal
Occupation
|
Business Address
|
||
Warren
G. Lichtenstein,
Chairman and Chief Executive Officer |
Chairman
and Chief Executive Officer of Steel Partners LLC, a global management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Jack
L. Howard,
President |
President
of Steel Partners LLC, a global management firm, and a principal of Mutual
Securities, Inc., a registered broker dealer
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Sanford
Antignas,
Managing Director, Chief Operating Officer and Secretary |
Managing
Director, Chief Operating Officer and Secretary of Steel Partners LLC, a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
Directors of Steel Partners
Holdings GP LLC
Name
|
Present Principal
Occupation
|
Business Address
|
||
Anthony
Bergamo
|
Vice
Chairman of MB Real Estate, a property management company
|
c/o
MB Real Estate
335
Madison Avenue, 14th
Floor
New
York, NY 10017
|
||
John
P. McNiff
|
Partner
of Mera Capital Management LP, a private investment
partnership
|
c/o
Mera Capital Management LP
161
Washington Street, Suite 1560
Conshohocken,
PA 19428
|
||
Joseph
L. Mullen
|
Managing
Partner of Li Moran International, Inc., a management consulting
company
|
c/o
Li Moran International
611
Broadway, Suite 722
New
York, NY 10012
|
||
General
Richard I. Neal
|
President
of Audio MPEG, Inc., a licensor of intellectual property
|
c/o
Audio MPEG, Inc.
66
Canal Center Plaza, Suite 750
Alexandria,
VA 22314
|
||
Allan
R. Tessler
|
Chairman
and Chief Executive Officer of International Financial Group, Inc., an
international merchant banking firm
|
c/o
International Financial Group, Inc.
2500
North Moose Wilson Road
Wilson,
WY 83014
|
||
Warren
G. Lichtenstein
|
Chairman
and Chief Executive Officer of Steel Partners LLC, a global management
firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
||
Sanford
Antignas
|
Managing
Director, Chief Operating Officer and Secretary of Steel Partners LLC, a
global management firm
|
c/o
Steel Partners LLC
590
Madison Avenue, 32nd
Floor
New
York, NY 10022
|
CUSIP
NO. 368682100
SCHEDULE
B
Interest in Securities of
the Issuer by the Directors of Steel Partners Holdings GP
LLC
Name
|
Number
of Shares
Beneficially Owned
|
Percentage
|
Aggregate Cost
|
Anthony
Bergamo
|
10
|
Less
than 1%
|
$10.01
|
CUSIP
NO. 368682100
SCHEDULE
C
Transactions
in the Shares of the Issuer
During
the Past Sixty Days
Class of
Security
|
Securities
Purchased
|
Price ($)
|
Date of
Purchase
|
STEEL PARTNERS II,
L.P.
Common
Stock
|
100,000
|
3.9053
|
02/09/10
|
|
Common
Stock
|
100,000
|
3.7998
|
02/10/10
|
|
Common
Stock
|
90,000
|
3.8889
|
02/12/10
|
|
Common
Stock
|
150,924
|
3.9620
|
02/12/10
|
|
Common
Stock
|
100,000
|
3.8880
|
02/12/10
|