CONRAC &lt;CAX> EXPLORING RESTRUCTURING, BUYOUT

  Conrac Corp, whose board has
  rejected a 25 dlr a share tender offer from Mark IV Industries
  Inc &lt;IV>, said it is exploring alternatives such as a
  restructuring, leveraged buyout or takeover of the company.
       In a filing with the Securities and Exchange Commission,
  Conrac said its board of directors authorized its financial and
  legal advisors to explore a several alternatives to the Mark IV
  offer, which it said it considers inadequate.
      The alternatives being explored include a restructuring,
  leveraged buyout or a takeover of the company by another
  company, Conrac said.
      Conrac, which said its board discussed the alternatives at
  special meetings on March 26 and 30, said that its decision on
  whether to adopt any of the alternatives would hinge on "the
  future actions of Mark IV" and its unsolicitied tender offer.
      Putting into effect any of the alternatives being explored
  could hurt or defeat the Mark IV offer, it said.
      Board members were also instructed to keep confidential the
  terms of any transaction that might be entered into until it
  becomes final, the company said.
      The board also took other defensive steps, including
  granting severance agreements to some officers, it said.
      At a board meeting yesterday, Concac's directors deleted a
  provision allowing the holder of at least one-third of of all
  classes of its voting stock to call a special shareholders
  meeting and deleted another provision allowing shareholders to
  remove directors without cause, the company said.
      The defensive moves were taken because Mark IV had said it
  planned to elect a majority of its designees as directors at a
  special holders meeting if it succeeded in acquring a majority
  of the company's common stock in the offer, Conrac said.
      Conrac's president, vice president and treasurer were given
  severance agreements, or "golden parachutes," it said.
      Under the agreements, Conrac President Paul Graf would get
  a cash payment of twice his annual salary, which was 209,906
  dlrs last year, if there were a change of control in the
  company, including acquisition of 30 pct or more of the
  company's voting stock, Conrac said.
      Treasurer Joseph Smorada and Vice President Joseph
  O'Donnell, who made 143,325 dlrs last year, would get
  one-and-a-half times his salary if there were a change in
  control. Smorada's salary was not listed in the SEC filing.
      The executives would also get cash settlements of options
  plans and continuation of insurance and other benefits.
  

