GENCORP &lt;GY> ALTERNATIVE PLAN DUE WITHIN A WEEK

  A. William Reynolds, chairman and
  chief executive of GenCorp Inc, told shareholders he expects to
  announce a company alternative to a 100-dlr-per-share hostile
  tender within a week.
      Last night the company urged shareholders to reject the
  tender. Reynolds urged shareholders to be patient, saying the
  group sponsoring the tender offer had months to evaluate
  GenCorp while "we have had only 10 days to respond."
      Reynolds also disclosed the company has resolved legal
  challenges to its planned sale of WOR TV, serving the New York
  City market, and expects to complete the sale by Friday.
      Reynolds said the company expects to book an after tax gain
  of 250 mln dlrs from the sale of WOR TV. The company plans to
  sell the station to MCA Inc &lt;MCA> for 387 mln dlrs.
      Reynolds did not specify whether the legal challenges were
  dropped or dismissed. The Federal Communications Commission has
  already approved the station's sale.
      Money from the sale of the station will play a role in
  helping develop an alternative to the tender offer co-sponsored
  by AFG Industries Inc &lt;AFG> and Wagner and Brown, Reynolds
  said. He provided no other details.
      Randall Hubbard, chairman of AFG, and Joel Reed, chief
  financial officer of Wagner and Brown, attended the meeting,
  which was shifted from a tire plant to a downtown hotel. About
  300 people were present despite an overnight snowstorm.
      Hubbard and Reed chatted briefly with Reynolds after the
  meeting but declined to discuss their proposal with reporters.
      Reynolds told the shareholders friends and family members
  have been telling him "Bill, just don't pay greenmail" to end
  the takeover threat. Greenmail describes a buyout of a minority
  shareholder at a price not available to other holders. Reynolds
  said he considers it a "repugnant device."
      Shareholders elected management's slate of 11 directors.
  Mario Gabelli, head of a New York investment firm which owns a
  large block of stock, proposed one nominee for the board.
  Gabelli said the unsuccessful attempt was designed to "stiffen
  the backbone of the board to discourage greenmail."
      Hubbard and Reed reiterated previous statements that they
  are open to negotiations with GenCorp.
      Asked about severance contracts for key executives in the
  event of a shift in control of the company, Reynolds asserted
  "we're developing alternatives that would not result in a
  change in control."
      Asked whether the company's plan would be superior to any
  proposal of AFG and Wagner and Brown, Reynolds commented, "We
  know the company, we know the values and we know the
  opportunities better than any outside group."
      In response to a question about whether any units are up
  for sale, he said only that GenCorp is evaluating alternatives.
  

