GAF &lt;GAF> SEEKS ALL OF BORG-WARNER &lt;BOR>

  GAF Corp said it has made an all
  cash merger proposal to Borg-Warner Corp at 46 dlrs per share
  for all the company's common stock.
      Following a meeting yesterday with Borg-Warner officials
  and investment bankers, GAF said, it is today delivering a
  letter to the Borg-Warner board outling the terms of the
  proposal that would be made by tender offer, pursuant to a
  mutually acceptable merger agreement to be approved by the
  Borg-Warner board and conditioned on that board's
  recommendation of the tender offer and merger.
      GAF, in its letter, stated it intends to finance the
  proposed acquisition entirely with its own funds and bank
  borrowings under a syndicated bank loan from a group of banks
  led by Chase Manhattan Corp's &lt;CMB> Chase Manhattan Bank.
      Last week, GAF increased its ownership of Borg-Warner
  shares to 19.9 pct of those outstanding Minstar Inc &lt;MNST> sold
  its 12.4 pct holding.
      GAF emphasized "the amicable nature of the proposed
  transaction," which it characterized as a partnership.
      GAF said it wanted to discuss with the Borg-Warner board 
  key roles for Borg-Warner's senior management in the new
  organization, board representation for Borg-Warner directors on
  a newly constituted board, and a company name change.
      GAF said it will be filing an amendment to its 13-D with
  the U.S. Securities and Exchange Commission.
      Borg-Warner has about 85.6 mln common shares outstanding.
      Minstar chairman Irwin L. Jacobs sold his stake after
  Borg-Warner after the company failed to respond to his
  mid-February offer for a negotiated agreement at a minimum
  price of 44 dlrs a share.
      In November, Jacobs had offered to enter into acquisition
  talks with Borg-Warner based on a price of between 43 and 48
  dlrs a share.
  

