Steel Partners nominates six to GenCorp board after settlement talks stall

By Lisa Kerner

Charlotte, N.C., Jan. 31 - Steel Partners II, LP nominated a slate of "six highly qualified director nominees" for election to the board of directors of GenCorp Inc. at the 2008 annual meeting on March 26.

In a letter to board chairman Timothy A. Wicks, Steel Partners said it submitted the nomination letter "as a last resort" after it could not reach an agreement with GenCorp regarding a settlement term sheet.

"Given GenCorp's significant underperformance and deterioration of share price, a settlement granting Steel minority representation on the board without the ability to make meaningful operational and management changes coupled with the standstill requested is unacceptable," Steel Partners' letter stated.

The investor is frustrated with board members changing their minds when it comes to stepping down as well as with the board's lack of unity.

Steel Partners said it has attempted to work with the board in good faith to reach an agreement and remains open to a "meaningful and constructive dialogue" to resolve the matter.

Steel Partners' director nominees for election to GenCorp's board are:

• Warren G. Lichtenstein, chairman and chief executive officer of Steel Partners;

• James R. Henderson, managing director and operating partner of Steel Partners LLC;

• Gerald R. Dinkel, former vice president of Cubic Corp. with 38 years of experience in the aerospace and defense business;

• Martin Turchin, vice chairman of CB Richard Ellis and 36-year veteran of the real estate industry;

• James H. Perry, former vice president and chief financial officer of and current consultant to United Industrial; and

• Thomas A. Corcoran, president and CEO of Corcoran Enterprises, LLC, a management consulting firm.

Steel Partners beneficially owns 8,034,059 shares, or some 14.2%, of the Rancho Cordova, Calif., defense products manufacturer's outstanding stock.

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