GENCORP <GY> PROPOSALS WITHDRAWN FROM MEETING
GenCorp Inc said it withdrew from
consideration at its annual meeting on March 31 proposals aimed
at providing for a stock split and an increased dividend so
that it could focus its energies on responding to the takeover
offer made last week by a partnership of AFG Industries Inc
<AFG> and Wagner and Brown.
    In addition to proposing an increase in the number of its
outstanding common shares, GenCorp had suggested the adoption
of a classified or "staggered" board and the elimination of
cumulative voting.
    GenCorp said these proposals could "distract energy and
attention from the real task at hand -- to respond to the
tender offer in a manner which is in the best interests of the
company, its shareholders and its other constituencies."
    GenCorp said the proposal to increase its outstanding
shares was made with the aim of declaring a stock split and a
dividend increase.
    The other proposals, it said, would provide for greater
long-term stability and cohesiveness for the GenCorp board.
    The company did not indicate when it might resubmit the
proposals for approval by its shareholders.
 Reuter
