gy_49.htm
 
 
 





SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 49)


GenCorp Inc.
(Name of Issuer)

Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)


___________________368682100___________________
(CUSIP Number)

Peter D. Goldstein
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-7732
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


______________________March 5, 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  .


 
1
 

CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Gabelli Funds, LLC                                                           I.D. No.  13-4044523
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
    00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)  X
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
3,112,073  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
3,112,073  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
3,112,073  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
5.22%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA
 
 
2
 
CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Asset Management Inc.                            I.D. No.  13-4044521
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
 00-Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
4,575,213  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
4,668,213  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
4,668,213  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
7.83%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IA, CO
 
 
3
 
CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Teton Advisors, Inc.                                                                     I.D. No.  13-4008049
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
00 – Funds of investment advisory clients
 
5
Check box if disclosure of legal proceedings is required pursuant to items 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
 
775,200     (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
775,200     (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
   775,200     (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)
13
 
 
 
Percent of class represented by amount in row (11)
 
1.30%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)                                                                                                           
    IA, CO
 
 
4
 
CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GGCP, Inc.                                                                              I.D. No.  13-3056041
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
  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
Wyoming
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
20,000  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
20,000  (item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
20,000  (item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.03%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
5
 
CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
GAMCO Investors, Inc.                                                                                                   I.D. No.  13-4007862
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 2 (d) or 2 (e)
 
 
6
Citizenship or place of organization
   New York
 
Number Of
 
Shares
 
Beneficially
 
Owned
 
By Each
 
Reporting
 
Person
 
With
: 7
:
:
:
Sole voting power
 
None  (Item 5)
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
None  (Item 5)
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
None  (Item 5)
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.00%
 
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    HC, CO

 
6
 
CUSIP No. 368682100
1
Names of reporting persons
I.R.S. identification nos. of above persons (entities only)
Mario J. Gabelli
2
Check the appropriate box if a member of a group (SEE INSTRUCTIONS) (a)
 
 
(b)
 
3
Sec use only
 
4
Source of funds (SEE INSTRUCTIONS)
 None
 
5
Check box if disclosure of legal proceedings is required pursuant to items 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
 
None
: 8
:
:
:
Shared voting power
 
None
: 9
:
:
:
Sole dispositive power
 
None
:10
:
:
:
Shared dispositive power
 
None
11
 
 
 
Aggregate amount beneficially owned by each reporting person
 
None
12
 
 
 
Check box if the aggregate amount in row (11) excludes certain shares
(SEE INSTRUCTIONS)  X
13
 
 
 
Percent of class represented by amount in row (11)
 
0.00%
14
 
 
 
Type of reporting person (SEE INSTRUCTIONS)
    IN

 
7
 
Item 1.                                Security and Issuer
This Amendment No. 49 to Schedule 13D on the Common Stock of GenCorp Inc. (the “Issuer”) is being filed on behalf of the undersigned to amend the Schedule 13D, as amended (the “Schedule 13D”) which was originally filed on November 30, 1988.  Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D.

Item 2.                                Identity and Background
Item 2 to Schedule 13D is amended, in pertinent part, as follows:
This statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various entities which he
directly or indirectly controls or for which he acts as chief investment officer.  These entities engage in various aspects of the securities business, primarily as investment adviser to various institutional and individual clients, including registered investment companies and pension plans, and as general partner of various private investment partnerships.  Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially more than 5% of a class of equity securities of a particular issuer.  Although several of the foregoing persons are treated as institutional investors for purposes of reporting their beneficial ownership on the short-form Schedule 13G, the holdings of those who do not qualify as institutional investors may exceed the 1% threshold presented for filing on Schedule 13G or implementation of their investment philosophy may from time to time require action which could be viewed as not completely passive.  In order to avoid any question as to whether their beneficial ownership is being reported on the proper form and in order to provide greater investment flexibility and administrative uniformity, these persons have decided to file their beneficial ownership reports on the more detailed Schedule 13D form rather than on the short-form Schedule 13G and thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is being filed by one or more of the following persons: GGCP, Inc.  (“GGCP”), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc. (“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company, Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), MJG-IV Limited Partnership (“MJG-IV”), and Mario Gabelli.  Those of the foregoing persons signing this Schedule 13D are hereinafter referred to as the “Reporting Persons”.
GGCP makes investments for its own account and is the manager and a member of GGCP Holdings which is the controlling shareholder of GBL.  GBL, a public company listed on the New York Stock Exchange, is the parent company for a variety of companies engaged in the securities business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”).  GAMCO is an investment manager providing discretionary managed account services for employee benefit plans, private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser registered under the Advisers Act and serves as a general partner or investment manager to limited partnerships and offshore investment companies and other accounts.  As a part of its business, GSI may purchase or sell securities for its own account.  GSI is a general partner or investment manager of a number of funds or partnerships, including Gabelli Associates Fund, L.P., Gabelli Associates Fund II, L.P., Gabelli Associates Limited, Gabelli Associates Limited II E, ALCE Partners, L.P., Gabelli Capital Structure Arbitrage Fund LP, Gabelli Capital Structure Arbitrage Fund Limited, Gabelli Intermediate Credit Fund L.P., Gabelli Japanese Value Partners L.P., GAMA Select Energy + L.P., GAMCO Medical Opportunities L.P., GAMCO Long/Short Equity Fund, L.P., Gabelli Multimedia Partners, L.P, Gabelli International Gold Fund Limited and Gabelli Green Long/Short Fund.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (“1934 Act”), which as a part of its business regularly purchases and sells securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited liability company. Gabelli Funds is an investment adviser registered under the Advisers Act which provides advisory services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global Deal Fund, Gabelli Enterprise Mergers & Acquisitions Fund, The Gabelli SRI Green Fund, Inc., The Gabelli Healthcare & Wellness Rx Trust and the GAMCO International SICAV (Sub-Fund GAMCO Strategic Value), (collectively, the “Funds”), which are registered investment companies.
Teton Advisors, an investment adviser registered under the Advisers Act, provides discretionary advisory services to The GAMCO Westwood Mighty Mitessm Fund, The GAMCO Westwood Income Fund and The GAMCO Westwood SmallCap Equity Fund.
MJG Associates provides advisory services to private investment partnerships and offshore funds.  Mario Gabelli is the sole shareholder, director and employee of MJG Associates.   MJG Associates is the Investment Manager of Gabelli International Limited and Gabelli Fund, LDC.  Mario J. Gabelli is the general partner of Gabelli Performance Partnership, LP.
The Foundation is a private foundation.  Mario Gabelli is the Chairman, a Trustee and the
Investment Manager of the Foundation. Elisa M. Wilson is the President of the Foundation.
Mario Gabelli is the controlling stockholder, Chief Executive Officer and a director of GGCP and Chairman and Chief Executive Officer of GBL.  Mario Gabelli is also a member of GGCP Holdings. Mario Gabelli is the controlling shareholder of Teton.
The Reporting Persons do not admit that they constitute a group.
GBL, GAMCO, and Gabelli & Company are New York corporations and GSI and Teton Advisors are Delaware corporations, each having its principal business office at One Corporate Center, Rye, New York 10580. GGCP is a Wyoming corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.   GGCP Holdings is a Delaware limited liability corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  Gabelli Funds is a New York limited liability company having its principal business office at One Corporate Center, Rye, New York 10580.  MJG Associates is a Connecticut corporation having its principal business office at 140 Greenwich Avenue, Greenwich, CT 06830.  The Foundation is a Nevada corporation having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
For information required by instruction C to Schedule 13D with respect to the executive officers and directors of the foregoing entities and other related persons (collectively, “Covered Persons”), reference is made to Schedule I annexed hereto and incorporated herein by reference.
(e) On April 24, 2008, Gabelli Funds settled an administrative proceeding with the Securities and Exchange Commission (“Commission”) regarding frequent trading in shares of a mutual fund it advises, without admitting or denying the findings or allegations of the Commission.  The inquiry involved Gabelli Funds’ treatment of one investor who had engaged in frequent trading in one fund (the prospectus of which did not at that time impose limits on frequent trading), and who had subsequently made an investment in a hedge fund managed by an affiliate of Gabelli Funds.  The investor was banned from the fund in August 2002, only after certain other investors were banned.  The principal terms of the settlement include an administrative cease and desist order from violating Section 206(2) of the Investment Advisers Act of 1940, Section 17(d) of the Investment Company Act of 1940 (“Company Act”), and Rule 17d-1 thereunder, and Section 12(d)(1)(B)(1) of the Company Act, and the payment of $11 million in disgorgement and prejudgment interest and $5 million in a civil monetary penalty.  Gabelli Funds was also required to retain an independent distribution consultant to develop a plan and oversee distribution to shareholders of the monies paid to the Commission, and to make certain other undertakings.
               On January 12, 2009, Gabelli Funds settled an administrative proceeding with the Commission without admitting or denying the findings or allegations of the Commission, regarding Section 19(a) of the Company Act and Rule 19a-1 thereunder by two closed-end funds.  Section 19(a) and Rule 19a-1 require registered investment companies, when making a distribution in the nature of a dividend from sources other than net investment income, to contemporaneously provide written statements to shareholders that adequately disclose the source or sources of such distribution.  While the two funds sent annual statements and provided other materials containing this information, the shareholders did not receive the notices required by Rule 19a-1 with any of the distributions that were made for 2002 and 2003.  As part of the settlement Gabelli Funds agreed to pay a civil monetary penalty of $450,000 and to cease and desist from causing violations of Section 19(a) and Rule 19a-1.  In connection with the settlement, the Commission noted the remedial actions previously undertaken by Gabelli Funds.
                      (f) – Reference is made to Schedule I hereto.

Item 3.                                Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
                               The Reporting Persons used an aggregate of approximately $14,389,100 to purchase the additional Securities reported as beneficially owned in Item 5 since the most recent filing on Schedule 13D. GAMCO and Gabelli Funds used approximately $4,682,172 and $8,241,818, respectively, of funds that were provided through the accounts of certain of their investment advisory clients (and, in the case of some of such accounts at GAMCO, may be through borrowings from client margin accounts) in order to purchase the additional Securities for such clients.  Teton Advisors used approximately $1,465,110 of funds of investment advisory clients to purchase the additional Securities reported by it.

Item 5.                                Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
               (a) As of March 5, 2010 the aggregate number of Securities to which this Schedule 13D relates is 7,376,862 shares, representing 12.51% of the 58,983,258 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported in the Issuer’s most recent Form 10-K for the fiscal year ended November 30, 2009(58,500,000) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer’s 4.0625% and 2.250% Convertible Subordinated Debentures held by them into the Common Stock of the Issuer (483,258 shares).  The Reporting Persons beneficially owned those Securities as follows:

 
 
Name
 
Shares of Class A
    Common Stock
 
% of Class of Class A
Common
Shares of Class A Common Stock Converted
% of Class A
Common Stock Converted
Gabelli Funds
 
2,290,000
3.91%
2,601,057
4.41%
GAMCO
4,024,804
6.88%
4,035,913
6.84%
 
Teton Advisors
 
608,800
 
1.04%
 
608,800
 
1.03%
 
GGCP
 
20,000
 
0.03%
 
20,000
 
0.03%
 
GBL
 
0
 
0.00%
 
111,092
 
0.19%
 
 
                As of May 21, 2010 the aggregate number of Securities to which this Schedule 13D relates is 7,971,055 shares, representing 13.51% of the 58,983,258 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported in the Issuer’s most recent Form 10-Q for the quarterly period ended February 28, 2010(58,500,000) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer’s 4.0625% and 2.250% Convertible Subordinated Debentures held by them into the Common Stock of the Issuer (483,258 shares).  The Reporting Persons beneficially owned those Securities as follows:

 
 
Name
 
Shares of Class A
    Common Stock
 
% of Class of Class A
Common
Shares of Class A Common Stock Converted
% of Class A
Common Stock Converted
Gabelli Funds
 
2,320,000
3.96%
2,892,150
4.90%
GAMCO
4,277,904
7.31%
4,289,013
7.27%
 
Teton Advisors
 
658,800
 
1.12%
 
658,800
 
1.12%
 
GGCP
 
20,000
 
0.03%
 
20,000
 
0.03%
 
GBL
 
0
 
0.00%
 
111,092
 
0.19%

As of October 25, 2010, the aggregate number and percentage of Securities to which this Schedule 13D relates is 8,575,486 shares, representing 14.38% of the 59,622,140 shares outstanding. This latter number of shares is arrived at by adding the number of shares reported in the Issuer’s most recent Form 10-Q for the quarterly period ended August 31, 2010 (59,000,000) to the number of shares which would be receivable by the Reporting Persons if they were to convert all of the Issuer’s 4.0625% and 2.250% Convertible Subordinated Debentures held by them into the Common Stock of the Issuer (622,140 shares).  The Reporting Persons beneficially own those Securities as follows:
 
 
Name
 
Shares of Class A
    Common Stock
 
% of Class of Class A
Common
Shares of Class A Common Stock Converted
% of Class A
Common Stock Converted
Gabelli Funds
 
2,501,042
4.24%
3,112,073
5.22%
GAMCO
4,657,104
7.89%
4,668,213
7.83%
 
Teton Advisors
 
775,200
 
1.31%
 
775,200
 
1.30%
 
GGCP
 
20,000
 
0.03%
 
20,000
 
0.03%

Mario Gabelli is deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons.  GSI is deemed to have beneficial ownership of the Securities beneficially owned by Gabelli & Company.  GBL and GGCP are deemed to have beneficial ownership of the Securities owned beneficially by each of the foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Securities reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have the authority to vote 93,000 of the reported shares, (ii) Gabelli Funds has sole dispositive and voting power with respect to the shares of the Issuer held by the Funds so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special  circumstances such as regulatory considerations, and (iv) the power of Mario Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the Securities which were effected during the past sixty days or since the most recent filing on Schedule 13D, whichever is less, by each of the Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto and incorporated herein by reference.
(e) Not applicable.


 
8
 

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:           October 26, 2010

GGCP, INC.
MARIO J. GABELLI




By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     Attorney-in-Fact



             GABELLI FUNDS, LLC
             TETON ADVISORS, INC.
 
 

By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
     President & Chief Operating Officer of the sole member of
     Gabelli Funds, LLC.
                                                                                    Director – Teton Advisors, Inc.




GAMCO ASSET MANAGEMENT INC.
GAMCO INVESTORS, INC.


By:/s/ Douglas R. Jamieson                                                                           
     Douglas R. Jamieson
                    President & Chief Operating Officer – GAMCO Investors, Inc.
                                                                                               President – GAMCO Asset Management Inc.



 
9
 

             Schedule I
                  Information with Respect to Executive
             Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as follows:

The following sets forth as to each of the executive officers and directors of the undersigned: his name; his business address; his present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.  Unless otherwise specified, the principal employer of each such individual is GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton Advisors, Inc., or GAMCO Investors, Inc., the business address of each of which is One Corporate Center, Rye, New York 10580, and each such individual identified below is a citizen of the United States.  To the knowledge of the undersigned, during the last five years, no such person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and no such person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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 law or finding any violation with respect to such laws except as reported in Item 2(d) and (e) of this Schedule 13D.

















 
10
 



GGCP, Inc.
Directors:
  
               Mario J. Gabelli
 
Chief Executive Officer of GGCP, Inc., and Chairman & Chief Executive Officer of GAMCO Investors, Inc.; Director/Trustee of all registered investment companies advised by Gabelli Funds, LLC.
 
Marc J. Gabelli
 
Chairman of The LGL Group, Inc.
2525 Shader Road
Orlando, FL 32804
 
Matthew R. Gabelli
 
Vice President – Trading
Gabelli & Company, Inc.
One Corporate Center
Rye,  NY 10580
 
Charles C. Baum
 
 
 
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD   21223
 
              Fredric V. Salerno
 
Chairman; Former Vice Chairman and Chief Financial Officer
Verizon Communications
 
   
Officers:
  
Mario J. Gabelli
Chief Executive Officer and Chief Investment Officer
 
              Marc J. Gabelli
President
Michael G. Chieco
Vice President, Chief Financial Officer, Secretary
 
               Silvio A. Berni
 
Vice President, Assistant Secretary and Controller
   
GGCP Holdings LLC
Members:
 
              GGCP, Inc.
 
              Mario J. Gabelli
 
 
 
Manager and Member
 
Member
   
GAMCO Investors, Inc.
Directors:
  
 
               Edwin L. Artzt
 
 
 
 
Raymond C. Avansino
 
 
 
 
Richard L. Bready
 
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
 
Chairman & Chief Executive Officer
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
 
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
 
Mario J. Gabelli
 
               Elisa M. Wilson
See above
 
Director
c/o GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
   
               Eugene R. McGrath
 
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
4 Irving Place
New York, NY 10003
 
               Robert S. Prather
 
 
 
 
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Officers:
  
Mario J. Gabelli
 
Chairman and Chief Executive Officer
 
Douglas R. Jamieson
 
Henry G. Van der Eb
 
Bruce N. Alpert
 
Jeffrey M. Farber
 
Christopher Michailoff
President and Chief Operating Officer
 
Senior Vice President
 
Senior Vice President
 
Executive Vice President and Chief Financial Officer
 
Acting Secretary
   
GAMCO Asset Management Inc.
Directors:
 
  
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
 
  
Officers:
 
  
Mario J. Gabelli
Chief Investment Officer – Value Portfolios
 
   
Douglas R. Jamieson
 
 
Jeffrey M. Farber
 
 
               Chistopher J. Michailoff
President
 
 
Chief Financial Officer
 
 
General Counsel and Secretary
 
Gabelli Funds, LLC
Officers:
 
  
Mario J. Gabelli
 
Chief Investment Officer – Value Portfolios
Bruce N. Alpert
Executive Vice President and Chief Operating Officer
 
               Agnes Mullady
President and Chief Operating Officer – Open End Fund Division
 
 
 
Teton Advisors, Inc.
Directors:
 
  
Howard F. Ward
 
               Bruce N. Alpert
 
               Nicholas F. Galluccio
 
               Robert S. Zuccaro
 
 
 
Chairman
 
See above
 
Chief Executive Officer and President
 
Commonwealth Management Partners, LLLP
140 Greenwich Avenue
Greenwich, CT 06430
 
Officers:
 
  
Howard F. Ward
 
               Nicholas F. Galluccio
 
               Jeffrey M. Farber
 
              Christopher J. Michailoff
See above
 
See above
 
Chief Financial Officer
 
Acting Secretary
   
Gabelli Securities, Inc.
 
  
Directors:
 
  
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY   11358
 
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA   94022
 
 
               Douglas R. Jamieson
 
 
President
 

Officers:
 
  
Douglas R. Jamieson
 
               Christopher J. Michailoff
 
               Jeffrey M. Farber
See above
 
Secretary
 
Chief Financial Officer
 
 
Gabelli & Company, Inc.
Directors:
 
  
James G. Webster, III
Chairman & Interim President
 
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
 
 
Officers:
  
James G. Webster, III
See Above
 
Bruce N. Alpert
 
               Diane M. LaPointe
 
               Douglas R. Jamieson
Vice President - Mutual Funds
 
Treasurer
 
Secretary
 
 
 
Gabelli Foundation, Inc.
Officers:
 
  
                Mario J. Gabelli
Chairman, Trustee & Chief Investment Officer
 
                Elisa M. Wilson
President
 
 
MJG-IV Limited Partnership
Officers:
 
  
                 Mario J. Gabelli
General Partner






 
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                                  SCHEDULE II
                            INFORMATION WITH RESPECT TO
                 TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
                 SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
                                   SHARES PURCHASED        AVERAGE
                        DATE            SOLD(-)             PRICE(2)
        
 
        
 COMMON STOCK-GENCORP INC
          
 
    
          GAMCO INVESTORS, INC.
            
                      10/25/10           64,700             4.9781
                      10/25/10           61,100             4.9500
                      10/05/10            2,000-            4.9400
                      10/01/10            9,000-            5.3572
                      10/01/10            1,200             5.4099
                       9/30/10            5,000-            4.8700
                       9/20/10            1,000-            4.8601
                       9/16/10            2,000-            4.7301
                       9/09/10            8,000-            4.6775
          GAMCO ASSET MANAGEMENT INC.
          
                      10/25/10            5,000             4.9765
                      10/22/10            2,500-            5.0180
                      10/22/10              330-             *DO
                      10/19/10            2,000             5.0600
                      10/19/10            2,000-            4.9861
                      10/15/10           10,000             5.0895
                      10/12/10           10,000-            4.9490
                      10/11/10          160,000-             *DO
                      10/07/10            5,000-            4.9158
                      10/06/10            3,000             4.9100
                      10/05/10           12,100             4.7488
                       9/29/10           13,000             4.7343
                       9/28/10            3,000             4.6797
                       9/27/10            2,500             4.6600
                       9/27/10            4,000-            4.6660
                       9/24/10            1,000-            4.6700
                       9/21/10            4,000             4.6500
                       9/16/10              750-            4.6700
                       9/16/10            8,500             4.6693
                       9/15/10            1,000-            4.7100
                       9/14/10            3,000             4.7199
                       9/14/10            2,000             4.7105
                       9/09/10              750-            4.7000
                       9/07/10              500-            4.7600
                       9/01/10           15,000             4.4988
                       9/01/10            2,000             4.4890
                       8/27/10            5,000             4.5500
          TETON ADVISORS, INC.
                      10/25/10            1,400             4.8900
                      10/20/10            5,000             5.1300
                       9/21/10            7,500             4.7200
                       9/16/10            2,500             4.7200
                       9/14/10           12,800             4.7602
                       9/03/10              900             4.8500
                       8/27/10           56,300             4.7081
          GABELLI FUNDS, LLC.
             GABELLI VALUE FUND
                       9/27/10            5,000             4.6896
             GABELLI SMALL CAP GROWTH FUND
                      10/19/10           27,916             5.0400
                      10/18/10           21,042             5.1977
                      10/15/10           22,084             5.0400
                      10/15/10           10,000             5.0895
             GABELLI EQUITY INCOME FUND
                       9/27/10           15,000             4.6706
                       9/10/10           15,000             4.6800
             GABELLI CAPITAL ASSET FUND
                       9/20/10            5,000             4.8458
                       9/17/10            5,000             4.7524
        
 
        
CONVERTIBLE NOTES- GENCORP INC 4.0625%
        
 
      
          GAMCO INVESTORS, INC.
            
                      10/25/10            1,000-           91.5625
          GABELLI FUNDS, LLC.
             GABELLI GLOBAL CONVERTIBLE SECURITIES FUND
                      10/12/10              100            93.0625
             GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
                      10/12/10              250            93.0000
                 
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
    ON THE NYSE.
              
 
    
(2) PRICE EXCLUDES COMMISSION.
          
 
    
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
                 

 
12