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GenCorp Gives Final Approval to Spin-off of Polymer

20 September 1999

GenCorp's Board of Directors Gives Final Approval to Spin-off of Polymer Products Businesses

    FAIRLAWN, Ohio, Sept. 17 -- GenCorp's Board of
Directors today gave final approval to the spin-off of OMNOVA Solutions Inc.,
a wholly-owned subsidiary to which GenCorp will transfer its Decorative &
Building Products and Performance Chemicals businesses.  After the spin-off,
GenCorp will continue to operate Aerojet, its existing aerospace, defense and
fine chemicals segment, and its Vehicle Sealing business unit.   At its
special meeting on Friday, the Board declared a dividend payable in one share
of OMNOVA Solutions common stock for each share of GenCorp common stock held
on the September 27, 1999 record date.  The distribution date for OMNOVA
certificates will be October 1.
    OMNOVA Solutions will be listed on the New York Stock Exchange under the
ticker symbol OMN.  "When-issued" trading is expected to commence on September
27 with regular way trading beginning on October 1.
    "It is exciting to have this long process behind us so that we can begin
to take advantage of the opportunities made possible by the spin-off," said
John Yasinsky, GenCorp Chairman and CEO who will become Chairman and CEO of
OMNOVA Solutions on October 1.  "Operating as two focused, independent
companies, we believe both GenCorp and OMNOVA will be better able to tailor
capital investments and resources to particular business requirements, more
aggressively pursue growth and operate more efficiently.  The potential to
create greater value for our shareholders, customers and employees was the
driving force behind the spin-off and will lead our efforts to succeed going
forward."
    GenCorp announced its plan to spin off its Decorative & Building Products
and Performance Chemicals businesses in December 1998.  Since then, the
Company has satisfied all the conditions set by the Board of Directors for the
spin-off.  The Internal Revenue Service issued a ruling in July that the spin-
off will be a tax-free transaction.  GenCorp shareholders approved the plan at
a special shareholders' meeting on September 8, 1999.  Holders of less than 1%
of GenCorp common stock have exercised purported dissenters rights.  Also in
September, the OMNOVA Solutions Registration Statement on Form 10 will become
effective.
    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 will move its headquarters to Sacramento,
California, where its Aerojet business is based.  Aerojet's current President,
Robert Wolfe, will become Chairman and CEO of  GenCorp as of the spin-off.
New GenCorp will have over $1 billion in sales with 7,300 employees worldwide.