The Spring 2016 Menke Group ESOP Seminar Series

MARCH, APRIL, MAY 2016 — Reserve now for this informative series

Learn why selling stock to an ESOP

is better for you, better for your

employees and better for the

success and continuity

of your business.

Over 3,000 ESOP's Designed Since 1974

About UsMenke & Associates, Inc. and its wholly-owned subsidiary BSI, have been providing ESOP administration services for ESOPs for over 40 years. We are very proud of our heritage, being the largest and oldest ESOP advisor in the country. Our president and founder, John D. Menke, was the tax counsel who co-drafted the original ESOP legislation in 1974. Since that time, our firm has installed and administered more ESOPs than any other firm in the country.

We currently consult for and administer ESOPs for clients in all 50 states out of our eight regional offices. Our ESOP administrators have an average of 15 years of ESOP administration experience ranging from 5 years to 25 years. Our clients range in size from as few as 15 employees to as many as 15,000.

The particular advantage we offer is that unlike other consulting firms, we provide all the services needed in connection with the installation and ongoing administration of an ESOP, including legal consulting, financial consulting, recordkeeping, and employee communications.

History of Menke & Associates, Inc. Menke & Associates, Inc. was founded in 1974 by John D. Menke as a firm that would specialize in both the installation and administration of ESOPs. Today the firm is the leading firm in the United States in installing and administering ESOPs. Together with our subsidiary, BSI, we currently administer nearly 1,000 ESOPs nationwide.

John D. Menke, Esq.President

John D. Menke is the founder and president of Menke & Associates, Inc. and of Menke Capital Corp. He has been involved in designing and administering ESOPs for over 40 years.

Prior to founding Menke & Associates, Inc. In 1974, Mr. Menke was a Senior Tax Attorney with the Law .Offices of Louis O. Kelso (1972-1974), General Counsel to Boothe Computer Investment Corporation (1971-1972), a venture capital firm, and from 1968 to 1971 was an associate with the law firm of Kelso, Cotton, Selifman & Ray.

Mr. Menke has written over 20 articles regarding ESOPs, leveraged buyouts, and estate planning techniques, as well as a leading book on ESOPs. Mr. Menke also co-drafted the original ESOP legislation which helped to spawn employee ownership in this country.

Mr. Menke received his B.A. degree from the University of Texas and his LL.B. degree from Yale Law School.

"I learned more from yourpartial-day seminar than I learned from attending a 3-day ESOP conference presented by a host of speakers who presented conflicting ideas and technical information that was not relevant to my situation."

"I really enjoyed your ESOP seminar. Your case examples of ESOP uses were clear and straight forward and greatly helped me to understand how an ESOP might be best used to accomplish my objectives"

"Prior to attending your seminar, I had a lot of mis-conceptions about how ESOPs operate and what they are designed to do. Your seminar helped to dispel a number of these misconceptions and gave me a new understanding of how an ESOP could be the answer to creating liquidity for our retiring shareholders."

"After attending your seminar, I can't understand why there aren't more ESOPs. The tax and financial advantages are terrific, and the potential impact on employee productivity is huge!"

What attendees have said about our seminars...

BRUCE C. ARMSTRONG has an extensive background in commercial banking, corporate finance, and the design and implementation of ESOPs. Mr. Armstrong graduated from Stanford University with a B.A. in Economics in 1975. He received an M.B.A. in Finance and Accounting from UCLA in 1979.

CHARLES W. BACHMAN is a business attorney specializing in taxation and employee benefits law. In addition to being a licensed attorney, Mr. Bachman is a C.P.A. Mr. Bachman received a B.A. degree from UCLA. He received his J.D. Degree from Santa Clara University School of Law.

KYLE COLTMAN Chief Executive Officer, has worked extensively in the design of employee buyouts since joining the firm in 1979. Mr. Coltman’s responsibilities encompass all phases of deal structuring, financing and coordination of ongoing services. Mr. Coltman graduated with honors from the University of California, San Diego, receiving a B.A. degree in Economics. He received his M.B.A. degree in finance at the University of California, Berkeley.

SHERMAN O. COULTAS Before joining Menke & Associates, Inc. in 1985, Sherman Coultas was occupied for eight years arranging acquisitions and mergers for private corporations. Mr. Coultas holds a B.A. degree (psychology and philosophy), and an L.L.B. degree from San Jose State University, and Lincoln University, respectively.

PHIL DeDOMINICIS Prior to joining Menke, Mr. DeDominicis spent three years as Director of Mergers & Acquisitions at Citigroup. Prior to that, he spent ten years as Director of Mergers & Acquisitions at Morgan Stanley. He received his degree in Chemical Engineering from the University of Delaware and his M.B.A. degree in Finance and Accounting from UCLA. RICHARD B. ROSE has an extensive background in investment banking and in the design and installation of ESOPs. Mr. Rose received his B.A. degree from the University of Pennsylvania. He received his M.B.A. degree in finance from Columbia University in 1970.

ESOP Seminar Outline Menke & Associates, Inc.Seminar Staff

S E M I N A RSPRING 2016

♦ A Tax-advantaged, Ready Source of Shareholder Liquidity ♦ A Fail-safe Strategy for Locking in the Current Capital Gains Tax Rate♦ A Better Business Succession Strategy than Other Alternatives

The ESOP: An Alternative Buyer of Company Stock ESOP

Shareholder Liquidity — Financing Alternatives • Seller Financing • Two-stage ESOP Buyout • Key Employee• Chip Away ESOP • Unleveraged ESOP Stock Purchase • Prefunded ESOP • Bank Lending

8:30 AM – 9:20 AM 8:30 AM – 9:20 AM

Business Succession • Providing for Successor Management• Providing for Family Members 9:20 AM – 9:40 AM 9:20 AM – 9:40 AM

ESOP Versus Other Liquidity Alternatives• Sale • Going Public • Management Buyout• Merger • Redemption 9:40 AM – 10:00 AM 9:40 AM – 10:00 AM

Equity Incentives for Key Employees 10:00 AM – 10:20 AM 10:00 AM – 10:20 AM

BREAK 10:20 AM – 10:40 AM

C Corporation ESOPs• Seller Tax-free Strategies • Seller Tax-deferred Strategies 10:40 AM – 11:20 AM 10:40 AM – 11:00 AM

S Corporation ESOPs • Unique Tax Benefits 11:20 AM – 12:00 PM 11:00 AM – 11:20 AM

Financing an ESOP • How Bankers Analyze an ESOP Loan 12:00 PM – 12:20 PM 11:20 AM – 11:40 AM

Employee Productivity• Increase Employee Productivity • Employee Communication and Education 12:20 PM – 12:40 PM 11:40 AM – 12:00 PM

Increase Cash Flow & Capital • Issuing New Stock • Financing Growth• Increasing Cash Flow & Net Worth 12:40 PM – 1:00 PM 12:00 PM – 12:10 PM

LUNCH 1:00 PM – 2:00 PM

Valuation of Closely-held Companies• Valuation Techniques • Tiers of Value • Premiums• Appraiser Independence • Recasting Earnings • Discounts 2:00 PM – 2:20 PM 12:10 PM – 12:30 PM

Disadvantages — Perceived Versus Real 2:20 PM – 3:00 PM 12:30 PM – 12:45 PM 2:40 PM – 3:00 PM (Break)

Technical Aspects• Eligibility • Distributions • Diversification• Vesting • Contributions • Accounting 3:00 PM – 3:30 PM 12:45 PM – 1:00 PM

Six-hour Seminar Times: Five-Hour Seminar Times:

FIVE-HOUR SEMINARS

SIX-HOUR SEMINARS

Click here to register online at www.menke.com, or call Jeanie at (800) 347-8357

Register today for this informative seminar — it's free!

The Nation’s LargestESOP Advisor

The seminars run from 8:45 AM to 3:30 PM — Lunch is from 1:00 PM to 2:00 PM. These seminars qualify for 6 hours of CPE credits

April 27 Denver, CO Sheraton Denver Downtown Hotel, 1550 Court Place (303) 893-3333

April 28 Kansas City, MO The Westin Kansas City at Crown Center, 1 East Pershing Road (816) 474-4400

April 29 Omaha, NE Doubletree by Hilton Omaha Downtown, 1616 Dodge Street (402) 346-7600

May 4 Birmingham, AL Hyatt Regency-The Wynfrey Hotel, 1000 Riverchase Galleria (205) 705-1234

May 5 Tulsa, OK Doubletree by Hilton Tulsa Warren Place, 6110 South Yale Avenue (918) 495-1000

May 10 Austin, TX Driskill Hotel Austin, 604 Brazos Street (512) 439-1234

May 11 Dallas, TX Dallas Marriott Las Colinas, 223 West Las Colinas Boulevard (972) 831-0000

May 12 Houston, TX Sheraton North Houston at George Bush Intercontinental, 15700 John F. Kennedy Boulevard (281) 442-5100

May 16 Chicago, IL Doubletree by Hilton O’Hare-Rosemont, 5460 North River Road (847) 292-9100

May 17 Minneapolis, MN Embassy Suites Minneapolis Airport Hotel, 7901 34th Avenue South (952) 854-1000

May 23 Atlanta, GA Renaissance Concourse Atlanta Airport Hotel, One Hartsfield Centre Parkway (404) 209-9999

These seminars run from 8:45 AM to 1:00 PM. These seminars qualify for 5 hours of CPE credits

March 23 Harrisburg, PA Harrisburg Hilton, 1 North Second Street (717) 233-6000

March 24 Irvine, CA Hilton Irvine/Orange County Airport, 1800 Von Karman Avenue (949) 833-9999

March 25 Phoenix, AZ Phoenix Airport Hilton, 1101 N 44th Street (602) 273-7373

Marcy 29 Foster City, CA Crown Plaza Hotel, 1221 Chess Drive (650) 570-5700

March 30 Cincinnati, OH The Cincinnatian Hotel, 601 Vine Street (513) 381-3000

April 1 San Diego, CA Hilton San Diego Airport/Harbor Island, 1960 Harbor Island Drive (619) 291-6700

April 6 Charlotte, NC Sheraton Charlotte Airport Hotel, 3315 Scott Futrell Drive (704) 392-1200

April 12 Boston, MA Hilton Boston Downtown/Faneuil Hall, 89 Broad Street (617) 556-0006

April 19 Baltimore, MD Baltimore Marriott Waterfront, 700 Aliceanna Street (410) 385-3000

April 26 New York City, NY W New York-Times Square, 1567 Broadway (212) 930-7400

May 10 Indianapolis, IN Hilton Indianapolis Hotel & Suites, 120 W Market Street (317) 972-0600

May 12 Louisville, KY Louisville Marriott Downtown, 280 West Jefferson Street (502) 627-5045

May 18 Grand Rapids, MI Crown Plaza Grand Rapids Airport, 5700 28th Street SE (616) 957-1770

May 20 Tampa, FL Grand Hyatt Tampa Bay, 2900 Bayport Drive (813) 874-1234

CLICK HERE TO REGISTER NOW AT WWW.MENKE.COMOR CALL JEANIE AT (800) 347-8357

REGISTRATION IS FREE — R.S.V.P TODAY! Cont

inui

ng E

duca

tion

Info

rmat

ion

Pro

gra

m S

po

nso

r:

Co

urse

Dat

es:

Del

iver

y M

etho

d:

Pre

req

uisi

tes:

Co

urse

Titl

e:

Pro

gra

m L

evel

:

Ad

vanc

ed P

rep

arat

ion:

CP

E C

red

its:

Men

ke a

nd A

ssoc

iate

s, In

c.

Mar

ch 2

4 –

May

23,

201

6

Grou

p-Li

ve S

emin

ar

Non

e

The

ESOP

: An

Alte

rnat

ive

Buye

r of

Com

pany

Sto

ck

Basi

c

Non

e

Five

-hou

r Se

min

ars

– 5

Hou

rs o

f Cre

dit

Six-

hour

Sem

inar

s –

6 Ho

urs

of C

redi

t

Lear

ning

Ob

ject

ive:

To

eval

uate

whe

ther

an

ESOP

can

be

desi

gned

to a

ccom

plis

h yo

ur ta

x an

d fin

anci

al o

bjec

tives

.

To re

gist

er fo

r thi

s co

urse

, cal

l Jea

nie

at (8

00) 3

47-8

357

or re

gist

er o

nlin

e at

ww

w.m

enke

.com

For i

nfor

mat

ion

rega

rdin

g re

fund

, com

plai

nt a

nd p

rogr

am c

ance

llatio

n po

licie

s, p

leas

e co

ntac

t our

offi

ces

at (8

00) 3

47-8

357.

Men

ke &

Ass

oci

ates

, Inc

. is

regi

ster

ed w

ith th

e N

atio

nal A

ssoc

iatio

n of

Sta

te B

oard

s of

A

ccou

ntan

cy (N

AS

BA

) as

a sp

onso

r of

con

tinui

ng p

rofe

ssio

nal e

duca

tion

on th

e N

atio

n-al

Reg

istr

y of

CP

E S

pons

ors.

Sta

te b

oard

s of

acc

ount

ancy

hav

e fin

al a

utho

rity

on th

e ac

cept

ance

of i

ndiv

idua

l cou

rses

for

CP

E c

redi

t. C

ompl

aint

s re

gard

ing

spon

sors

may

be

addr

esse

d to

the

natio

nal R

egis

try

of C

PE

Spo

nsor

s,

150

Four

th A

venu

e N

orth

, Sui

te 7

00, N

ashv

ille,

TN

372

19-2

417.

Web

site

: w

ww

.nas

ba.o

rg