A. William Reynolds, chairman andchief 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.
 Reuter
