GENCORP &lt;GY> REJECTS UNSOLICITED TAKEOVER BID

  Gencorp Inc said its board urged
  shareholders to reject the hostile unsolicited 100 dlr a share
  tender offer made March 18 by General Acquisition Inc, an
  affiliate of Wagner and Brown and AFG Industries INc.
      Gencorp also said it is developing a financially superior
  alternative that would enable shareholders to benefit from the
  full value of the company.
      In a letter to shareholders, Chairman A. William Reynolds 
  said the offer is a "highly conditional, contingently financed
  bust-up offer" that seeks to deny shareholders the true value
  of their investment in Gencorp.
      Reynolds said the board reached its decision to reject the
  offer after careful study with legal and financial advisers. He
  said the board has authorized management to explore
  alternatives aimed at providing shareholders with a
  "financially superior" alternative to the general acquisition
  offer.
      A Gencorp spokesman, in response to questions, would not
  comment on market speculation that the company's management may
  develop a leveraged buyout offer of its own. He would also not
  comment on when a better alternative might be developed.
      Gencorp's stock has traded well above the 100 dlr offer
  price since the tender was made. Today, Gencorp closed at
  114-1/4, up 1-5/8.
      Reynolds said in the letter that for the last few years,
  Gencorp management has taken action to enhance shareholder
  value, and the stock price and earnings have improved since he
  joined the company.
      Gencorp said the partnership's offer is a "bargain price"
  acquisition that was "using financing from a syndicate of banks
  that does not yet exist and a bridge loan from Shearson Lehman
  brothers that shearson is not obligated to provide."
      Reynolds also said the offer would result in a radical
  alteration and selloff of Gencorp's assets, including Aerojet
  General to refinance General Acquisition's borrowings with the
  profits going to Wagner and Brown and AFG instead of
  shareholders.
      The letter also said the General Acquisition offer
  "jeopardizes the security and interests" of its shareholders,
  employees, customers, suppliers and the communities throughout
  the country where the company's facilities are located.
  

