GENCORP &lt;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 &lt;AFG>, said it currently holds 2,180,608
  common shares, or about 9.8 pct, of Gencorp Inc's &lt;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 &lt;WFC> and
  a 1.25 billion loan from Shearson Lehman Brothers Holdings Inc,
  a unit of American Express Co &lt;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.
  

