GENCORP &lt;GY> TAKEOVER GROUP CANCELS HEARING

  The investor group seeking to acquire
  GenCorp Inc said it agreed to cancel a court hearing after
  GenCorp withdrew three proposals that, if approved, would have
  made it more costly and difficult to acquire the Akron,
  Ohio-based company.
      Earlier today GenCorp said it will not ask shareholders to
  approve an increase in the number of its outstanding shares,
  the election of a staggered board of directors and the
  elimination of cumulative voting.
      However, the group said it will continue to try to block
  GenCorp's poison-pill provision.
      The group, a partnership of AFG Industries Inc &lt;AFG> and
  &lt;Wagner and Brown>, was to go to court on March 27 to block
  GenCorp for having the three proposals voted on by shareholders
  at its annual meeting.
      GenCorp said it withdrew the proposals so that it could
  focus its attention on the takeover offer.
      The takeover partnership said it has asked to meet with
  GenCorp to negotiate a repeal of the company's poison pill
  plan.
  

