AFG &lt;AFG>, WAGNER/BROWN BID FOR GENCORP &lt;GY>

  &lt;General Partners>, controlled by
  privately-held Wagner and Brown and by AFG Industries Inc, said
  it has started a tender offer for all common shares of GenCorp
  Inc and associated defensive preferred share purchase rights
  for 100 dlrs a share.
      GenCorp stock closed yesterday in composite tape trading at
  90.50 dlrs a share, up two dlrs on the day.
      In a newspaper advertisement, General Partners said the
  offer and withdrawal rights expire April 14 unless extended.
      General Partners said the offer is conditioned on receipt
  of sufficient financing to buy all shares on a fully diluted
  basis and receipt of enough shares to give General Partners at
  least 51 pct voting power, again fully diluted.
      It said the offer is also conditioned on GenCorp redeeming
  the defensive rights or General Partners being satisfied that
  the rights have been invalidated and General Partners obtaining
  from the Federal Communications Commission a special temporary
  authorization allowing completion of the acquisition of GenCorp
  shares.
      General Partners said it would set up voting trust
  arrangements pending review of its long-form application for
  FCC approval of its acquisition of control of GenCorp's
  broadcasting subsidiary.
      The partnership said the offer is further conditioned on
  GenCorp management withdrawing its proposals to amend the
  company's articles of incorporation and code of regulations to
  provide for an increase in authorized common shares, a
  classified board of directors and the elimination of cumulative
  voting.  The latter two changes would make it harder for
  minority shareholders to elect directors.
      General Partners said it is asking GenCorp for its
  shareholder lists for help in disseminating the offer.
      GenCorp has about 22.3 mln shares outstanding, making the
  value of the offer about 2.23 billion dlrs.
      Last fall, AFG and Wagner and Brown offered to acquire
  &lt;Lear Siegler Inc> for about 1.44 billion dlrs but withdrew the
  offer when higher bids emerged and due to complications of the
  Tax Reform Act of 1986.  Lear Siegler eventually went private
  for 1.66 billion dlrs.
      GenCorp is involved in tire and plasticmaking and aerospace
  as well as broadcasting.  The company faces challenges to its
  two television and 12 radio station licenses, partly becuase it
  failed to inform the FCC about allegedly improper foreign
  payments and political contributions.
      GenCorp has agreed to sell its New York-area television
  station WOR to MCA Inc &lt;MCA> for 387 mln dlrs and its Los
  Angeles station KHJ to Walt Disney Co &lt;DIS> for 217 mln dlrs.
  An investor group challenging the Los Angeles license would
  also receive 103 mln dlrs from Disney.
      For the year ended November 30, GenCorp earned 130 mln dlrs
  on sales of 3.10 billion dlrs.
      A GenCorp spokesman said the offer came as a surprise and
  the company was not yet in a position to comment on the bid.
  

