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Accountants Preparing for Fight on Corporate Mergers Rule MARKET PLACE By LAURA HOLSON -- February 19, 1999 In the first round of what is expected to turn into months of intense lobbying and debate, the accounting establishment is set to consider whether the most favored method companies now use to account for mergers should be abolished. The Financial Accounting Standards Board, which sets the nation's accounting rules, has been seeking comment from investment bankers, corporate executives and others on a controversial plan to limit the pooling-of-interest method of accounting, which allows merged corporations to combine assets and report financial information as if the companies had always been one. To the uninitiated, the proposed change sounds like just another yawnfest best left to pencil pushers. But if adopted, it could radically alter the way mergers are done in the United States. That is because the standards board would like most mergers to be treated as purchases. Under that method, the price above the acquired company's net worth is treated as good will, which must be written off against the acquiring company's earnings, often over several years. The deadline for comments to the standards board was Feb. 15. Most deal makers involved in big-ticket megamergers prefer the pooling-of-interest method. While less than 5 percent of all announced domestic deals last year were done using pooling of interest, the dollar value of those mergers amounted to 52.5 percent of all deals, according to Securities Data Co. Critics of the method say it allows executives to make huge acquisitions and leave barely a trace of what may have been an ill-advised move or an excessive price in the accounting ledgers. Investment banks are concerned that a change in the accounting rules would bring merger activity to a grinding halt. If a merger is accounted for as a purchase, some people fear the acquirer will be unjustly punished by analysts and investors who judge companies and their peers primarily on quarterly earnings per share. Certain industries, like banking, which has strict capital rules, could also find the rules too restrictive. "Any change is sure to have an immediate impact on corporations and investment banks," said Janet Pegg, an accounting analyst at Bear, Stearns. But, she added, "People should understand that it is just bookkeeping." Merger activity should not fade if the tenets of the current boom hold true for the future -- that deals are done for competitive reasons, not because of fancy financial engineering. If the strategic rationale for a merger prevails, industry professionals say, the accounting method should not matter. "The way I look at it, you have to look at what's behind the numbers," said Tim O'Neil, a wireless communications analyst at Soundview Technology Group in Stamford, Conn. "A write-off of good will has nothing to do with whether the transaction is good or not." Besides, the number of cross-border deals is increasing and regulators are more than eager to make United States accounting rules on par with those in foreign countries. "Borders are not borders with trans-country transactions any more," said Lynn Turner, chief accountant at the Securities and Exchange Commission. "For most businesses, even small companies, your business is conducted on an international basis." And the standards board is hoping too that the change will aid investors who want to better evaluate whether a proposed merger makes sense. The mission of the board's review, said Kim Petrone, project manager for business combinations, is to improve the disclosure of financial reports. "Pooling, you could say, masks disclosure," she said. "You don't get full information." But despite the debate expected in the year ahead, changes are far from certain. Analysts say the standards board expects to have a first draft of a proposed rule completed by this summer, which bankers and corporate executives will comment on. Depending on how smoothly that process goes, new accounting rules might not be introduced until the end of 2000. Then deals will still be done, although cash takeovers are likely to reappear in greater numbers. In the meantime, warned Jack Ciesielski, publisher of the Analyst's Accounting Observer, corporate executives can expect to hear a lot of hype from bankers to get their deals done before the new rules take effect. "It's the same old end-of-Western-civilization argument that gets made whenever there is an accounting rule change," he said. "There are players out there who do deals just to do deals. Maybe some of them will go away." Copyright 1999 The New York Times Company