---

GenCorp Shareholders Approve Spin-Off Plan

9 September 1999

GenCorp Shareholders Approve Spin-Off Plan

    FAIRLAWN, Ohio, Sept. 8 -- GenCorp shareholders
today approved, by approximately 84% of the votes cast, a plan to spin off
GenCorp's Polymer Products businesses into a separate, publicly-traded
company.  The vote was announced at today's special shareholders' meeting in
Cleveland, Ohio.  Under the plan, GenCorp will continue to operate Aerojet,
its existing aerospace, defense and fine chemicals segment, and its automotive
Vehicle Sealing business unit.  The new company, to be called OMNOVA Solutions
Inc., will be comprised of the Decorative & Building Products and Performance
Chemicals businesses.  GenCorp's Board of Directors will meet September 17 to
vote on final approval of the plan and to set a record date for the
distribution.
    "Today's affirmative vote is an important milestone for GenCorp," said
John Yasinsky, GenCorp Chairman and CEO.  "When we announced our decision to
form two separate companies last December, we saw it as an opportunity to
increase focus on our key core businesses and unlock value-creating potential
that could benefit shareholders, customers and employees.  With this vote, our
shareholders have indicated that they, too, recognize that this strategy is a
positive step toward achieving meaningful growth for both companies," Yasinsky
said.
    Shareholders also approved new Equity and Performance Incentive Plans for
GenCorp and OMNOVA Solutions.  A proposal to amend GenCorp's Articles of
Incorporation and Code of Regulations did not receive sufficient votes for
approval, but this will not affect the spin-off, which is anticipated to be
complete on or about October 1.
    After the spin-off, OMNOVA Solutions will be a company with approximately
$766 million in sales and 2,600 employees worldwide.  It will be headed by
Chairman and CEO John Yasinsky and will be headquartered in Fairlawn, Ohio,
where the OMNOVA businesses have long-standing ties and a strong commitment to
the Akron-area community.  GenCorp headquarters will move to Sacramento,
California, where its Aerojet business is currently based.  Aerojet's current
President, Robert Wolfe, will become Chairman and CEO of the new GenCorp.  New
GenCorp will have about $1 billion in sales with 7,300 employees worldwide.
    Under the spin-off plan, GenCorp shareholders will receive a special
dividend of one share of OMNOVA Solutions Inc. common stock for each share of
GenCorp common stock held on the record date for the distribution.
    GenCorp is a $1.7 billion technology-based manufacturer which also holds
leading positions in markets served by its Performance Chemicals, Decorative &
Building Products and Vehicle Sealing businesses, and its aerospace and
defense segment, Aerojet.