INVESTOR GROUP PUTS PRESSURE ON GENCORP <GY>
An investor group trying to acquire
GenCorp Inc said it would move to unseat the board of directors
and take other action if GenCorp refuses to discuss a 2.3
billion dlr takeover bid.
    General Acquisition Co, a partnership of Wagner and Brown
and AFG Industries Inc <AFG>, reiterated in a statement sent to
GenCorp on Friday that it was willing to negotiate its earlier
offer of 100 dlrs a share for the tire, broadcasting, plastics
and aerospace conglomerate.
    Analysts have speculated GenCorp could fetch at least 110
to 120 dlrs per share if broken up.
    GenCorp officials declined to comment on the statement, but
a spokesman reiterated a request to shareholders to wait until
the board renders an opinion before making a decision on the
offer. GenCorp has said a statement would be made on or before
the company's annual meeting on Tuesday.
    General Acquisition said the board could not carry out its
duties to shareholders and make an informed decision until it
has, "... Explored with us the ways in which our offer can be
revised to provide greater value to your shareholders."
    General Acquisition added it was aware the board may be
reviewing alternative transactions, which might provide GenCorp
shareholders with a payment other than cash.
    "If that is the case, you should recognise that our
additional equity capital may very well enable us to offer cash
and securities having greater value than GenCorp could provide
in any similarly structured transaction," it said.
    It added GenCorp's board had an obligation to present any
alternative proposal to shareholders in a way that allowed
competing offers.
    General Acquisition requested it be given a chance to bid
on a competitive and fair basis before any final decision was
made on any other buyout proposal.
    The statement repeated the request GenCorp remove a "poison
pill" preferred share purchase rights to shareholders, making
any takeover more expensive.
    It said it might take legal action, or seek the support of
shareholders in calling a special meeting to replace the board
and consider other proposals.
    GenCorp should not accept any other proposal containing
defensive features, it said.
 REUTER
