Notes

Outline

American Payroll Association NorthStar Chapter Mergers & Acquisitions August 16, 2001

Damon L. DeSue, CPA KPMG LLP Midwest Employment Tax Practice Leader 7 Years of Industry and Public Accounting Experience with M&A Payroll Related Issues Certified Public Accountant Masters of Accountancy ddesue@kpmg.com; (312) 665-2364

Stephen W. Carter KPMG LLP 20 Years Experience in Employment Tax Issues Contributing Editor, The ProEmp Journal Former Member, Michigan Employment Security Board of Review Instructor, School of Labor Relations, Michigan State University swcarter@kpmg.com; (312) 665-1339

M&A Agenda The Due Diligence Process Types of M&A Transactions Payroll Integration Issues Tax Reporting Obligations of the Buyer & Seller Impact on UI Tax Rates Save Money & Time Q & A Discussion

The Due Diligence Process Education Integration (i.e. contracts) Communication Sample Checklist

Types of M&A Transactions

Payroll Integration Issues Timing Federal & State Guidelines Employment Tax Reporting Carryover of Wage Limits Unemployment Tax Rates

Tax Reporting Obligations Standard vs. Alternative Method Tax Registration Tax Agency Notification Transfer of Tax Deposits Record Retention

Impact on State UI Tax Rates Mandatory Transfer of Rates Optional Transfer of Rates Increase in Employee Headcount Decrease in Employee Headcount

Save Money & Time Due Diligence Integration Common Pay Agent Unemployment Tax Rate Analysis Voluntary Contributions

Q & A Discussion THANK YOU