GENCORP <GY> GROUP HOLDS 9.8 PCT STAKE
(General Partners), a Texas general
partnership equally owned by affiliates of Wagner and Brown and
AFG Industries Inc <AFG>, said it currently holds 2,180,608
common shares, or about 9.8 pct, of Gencorp Inc's <GY>
outstanding common stock.
    General Partners said it began a 100 dlrs a share cash
tender offer for all of Gencorp, an Akron, Ohio-based concern,
that is worth nearly 2.3 billion dlrs.
    Gencorp, which has interests in tire- and plastic-making,
aerospace and broadcasting, has about 22.3 mln shares
outstanding.
    The General Partners offer is subject to receipt of
financing, a majority of Gencorp shares and other conditions.
    In a letter to Gencorp chairman and chief executive A.
William Reynolds describing the offer, General Partners said it
was willing to negotiate terms of the offer and was prepared to
meet as soon as possible.
    In a statement, General Partners said it has contributed
250 mln dlrs in equity financing and also has commitments for 
a one billion dlr credit line from Wells Fargo and Co <WFC> and
a 1.25 billion loan from Shearson Lehman Brothers Holdings Inc,
a unit of American Express Co <AXP>.
    A Gencorp spokesman said the company's management was
meeting but that its board was not scheduled to meet today. He
said he was not sure the company had formally received notice
of the offer but was aware of it through press accounts.
    He declined to say what Gencorp's next move might be or
whether it would issue a statement later today.
    In the letter, General Partners said it plans to maintain
Gencorp's corporate headquarters in Akron, and retain the
company's plastics and industrial products businesses and its
tires and related products segment.
    The letter did not mention Gencorp's RKO General
broadcasting subsidiary, which has been involved in disputes
over license renewals at several of its television stations.
Gencorp has agreed to sell two of its independent stations, WOR
in the New York area and KHJ in Los Angeles.
    General Partners officials were not immediately available.
    Gencorp shares were delayed at the opening on the New York
Stock Exchange because of an imbalance of orders, and the NYSE
said the shares were indicated to open at 103 to 115. The
shares closed up two yesterday at 90-1/2, a new 52-week high.
    The financing for the offer includes the 250 mln dlrs in
equity from General Partners, the 1.25 billion dlr loan from
Shearson Lehman Brothers, a senior subordinated bridge loan for
which a binding agreement can be delivered within 24 hours
after a request from the partnership, and the one billion dlr
credit line from Wells Fargo.
    Wells Fargo has agreed to lend up to 250 mln dlrs of the
line itself and form a syndicate of banks to provide the rest,
the partnership said.
    Shearson Lehman Brothers Inc will act as dealer manager in
the tender offer, it said.
    In the letter, the partnership said it was confident it
could obtain the financing and close the transaction promptly.
    Last fall AFG and privately held Wagner and Brown offered
to acquired (Lear Siegler Inc) for about 1.44 billion dlrs but
withdrew the offer when higher bids emerged. Lear Siegler
eventually went private for about 1.66 billion dlrs.
 Reuter
