	afg afg wagner brown bid for gencorp gy 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 dlrs a share gencorp stock closed yesterday in composite tape trading at dlrs a share up two dlrs on the day in a newspaper advertisement general partners said the offer and withdrawal rights expire april 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 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 uisition 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 uisition 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 mln shares outstanding making the value of the offer about billion dlrs last fall afg and wagner and brown offered to uire lear siegler inc for about billion dlrs but withdrew the offer when higher bids emerged and due to complications of the tax reform act of lear siegler eventually went private for billion dlrs gencorp is involved in tire and plasticmaking and aerospace as well as broadcasting the company faces challenges to its two television and 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 mca for mln dlrs and its los angeles station khj to walt disney co dis for mln dlrs an investor group challenging the los angeles license would also receive mln dlrs from disney for the year ended november gencorp earned mln dlrs on sales of 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 reuter 
