GENCORP <GY> GROUP HOLDS 9.8 PCT STAKE (General Partners), a Texas general partnership equally owned by affiliates of Wagner and Brown and AFG Industries Inc <AFG>, said it currently holds 2,180,608 common shares, or about 9.8 pct, of Gencorp Inc's <GY> outstanding common stock. General Partners said it began a 100 dlrs a share cash tender offer for all of Gencorp, an Akron, Ohio-based concern, that is worth nearly 2.3 billion dlrs. Gencorp, which has interests in tire- and plastic-making, aerospace and broadcasting, has about 22.3 mln shares outstanding. The General Partners offer is subject to receipt of financing, a majority of Gencorp shares and other conditions. In a letter to Gencorp chairman and chief executive A. William Reynolds describing the offer, General Partners said it was willing to negotiate terms of the offer and was prepared to meet as soon as possible. In a statement, General Partners said it has contributed 250 mln dlrs in equity financing and also has commitments for a one billion dlr credit line from Wells Fargo and Co <WFC> and a 1.25 billion loan from Shearson Lehman Brothers Holdings Inc, a unit of American Express Co <AXP>. A Gencorp spokesman said the company's management was meeting but that its board was not scheduled to meet today. He said he was not sure the company had formally received notice of the offer but was aware of it through press accounts. He declined to say what Gencorp's next move might be or whether it would issue a statement later today. In the letter, General Partners said it plans to maintain Gencorp's corporate headquarters in Akron, and retain the company's plastics and industrial products businesses and its tires and related products segment. The letter did not mention Gencorp's RKO General broadcasting subsidiary, which has been involved in disputes over license renewals at several of its television stations. Gencorp has agreed to sell two of its independent stations, WOR in the New York area and KHJ in Los Angeles. General Partners officials were not immediately available. Gencorp shares were delayed at the opening on the New York Stock Exchange because of an imbalance of orders, and the NYSE said the shares were indicated to open at 103 to 115. The shares closed up two yesterday at 90-1/2, a new 52-week high. The financing for the offer includes the 250 mln dlrs in equity from General Partners, the 1.25 billion dlr loan from Shearson Lehman Brothers, a senior subordinated bridge loan for which a binding agreement can be delivered within 24 hours after a request from the partnership, and the one billion dlr credit line from Wells Fargo. Wells Fargo has agreed to lend up to 250 mln dlrs of the line itself and form a syndicate of banks to provide the rest, the partnership said. Shearson Lehman Brothers Inc will act as dealer manager in the tender offer, it said. In the letter, the partnership said it was confident it could obtain the financing and close the transaction promptly. Last fall AFG and privately held Wagner and Brown offered to acquired (Lear Siegler Inc) for about 1.44 billion dlrs but withdrew the offer when higher bids emerged. Lear Siegler eventually went private for about 1.66 billion dlrs.