CONRAC <CAX> EXPLORING RESTRUCTURING, BUYOUT
Conrac Corp, whose board has
rejected a 25 dlr a share tender offer from Mark IV Industries
Inc <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.
 Reuter
