Standard and Poor's Corp said it maydowngrade Mark IV Industries Inc's 200 mln dlrs of B-minus
subordinated debt.
    S and P cited the firm's tender offer to acquire Conrac
Corp &lt;CAX> for 152.5 mln dlrs. Conrac has no rated debt.
    Although Mark IV has an overall favorable business
standing, the acquisition would impair earnings and cash flow
protection, S and P said.
    S and P pointed out that debt leverage would rise to about
90 pct, assuming total debt financing. It said it will review
the company's management strategy and financial plans.
             
 Reuter
