Autopart Manufacturing Co.

In the Matter of AITOPART MANUFACTURING COMPANY and UNITED AUTOMOBILE, AIRCRAFT & AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, UAW-CIO Case No. 13-C-3110 SUPPLEMENTAL DECISION AND AMENDED ORDER August 30, 1950 On April 26, 1950, Trial Examiner Albert P. Wheatley issued his Supplemental Intermediate Report in the above-entitled proceeding, attached hereto, finding that since on or about October 1, 1947, Uni- versal Parts, Inc., has been the successor of the Respondent, Autopart Manufacturing Company, and responsible for remedying the unfair labor practices engaged in by the Respondent.' He, therefore, recom- mended that the first paragraph of the Board's order issued in this case on July 21, 1948,2 be amended by directing the order against Universal Parts, Inc., as successor to the Respondent, so that the order will require both the Respondent and Universal Parts, Inc., jointly and severally, their officers, agents, successors, and assigns to cease and desist from the unfair labor practices set forth in the original order in this case and to take the affirmative action prescribed therein. Thereafter, the Respondent and Universal Parts, Inc., filed exceptions to the Supplemental Intermediate Report and a supporting brief. The Board has reviewed the rulings made by the Trial Examiner at the reopened hearing, and finds that no prejudicial error was com- mitted. The rulings are hereby affirmed. The Board has considered the Supplemental Intermediate Report, the exceptions and brief, and the entire record in this case, and hereby adopts the findings, conclu- sions, and recommendations of the Trial Examiner, with the additions, noted below. 1 In its original Decision and Order herein, issued July 21, 1948, (78 NLRB 461), the Board found that the Respondent, Autopart Manufacturing Company, had engaged in unfair labor practices within the meaning of Section 8 ( 1) and (3) of the National Labor Relations Act, and directed that the Respondent and its officers, agents , successors, and assigns cease and desist therefrom and take certain affirmative action designed to effectuate the policies of the Act. The provisions of Section 8 (1) and (3) of'the Act, insofar as material herein , are continued in Section 8 (a) (1) and (3) of the Act as amended by the Labor Management Relations Act, 1947. 2 See footnote 1, above. 91 NLRB No. 11. 80 AUTOPART MANUFACTURING COMPANY 81 1. The Trial Examiner found that Universal Parts, Inc., is the suc- cessor of the Respondent and, as such, responsible for remedying its unfair labor practices. The record shows, as the Examiner found, that from April 1, 1946, to October 1, 1947, the Respondent was the wholly owned subsidiary of Universal; that the Respondent was during the entire period of its ex- istence engaged in the manufacture of automobile parts and supplies and metal specialties; that throughout this period Universal, who was the Respondent's sole customer, controlled and directed the distribu- tion of the Respondent's products; that on October 1, 1947, the Re- spondent was merged with Universal pursuant to the provisions of Illinois law; that Universal, as the surviving corporation, acquired all the assets and assumed all the liabilities of the Respondent. The record does not show whether Universal has continued the man- ufacturing operations formerly conducted by the Respondent. It is clear from the foregoing, however, that, whether or not it has con- tinued the operations of the Respondent, Universal, by virtue of the transfer to it of all the Respondent's assets, is the Respondent's as- signee, and at least to that extent, its successor. In any event, whether a successor or assign, we find that Universal falls within the tenor of the original order in this case,3 and, as such, is responsible for remedy- ing the Respondent's unfair labor practices.' 2. Alleging that it has already sustained a large pecuniary loss as a 'result of its business dealings with the Respondent, Universal contends that it would be inequitable to require it to increase this loss, by remedying unfair labor practices which, it is alleged, were "ex- clusively the acts of" the Respondent and involved only the employees of the Respondent. In the Alexander Milburn case, supra, the Board held a bona fide successor to be responsible for remedying the unfair labor practices of its predecessor, even though there was no showing that the suc- cessor was, in any sense, an alter ego or disguised continuance of the predecessor, or that it participated with the predecessor in its viola- tions of the Act. One of the grounds for the Board's decision in that case that the successor had acquired the business of the predecessor with knowledge of the pendency of an unfair labor practice proceed- ing against the predecessor. There, as in the instant case, the transfer occurred after the issuance of an Intermediate Report finding that the predecessor had engaged in unfair labor practices, which findings were affirmed by the Board after the transfer. 8 That order was directed against the Respondent, "its officers, agents, successors and assigns." 4 See The Alexander Milburn Company, 78 NLRB 747, and cases there cited. :82 DECISIONS OF NATIONAL LABOR RELATIONS BOARD In the instant case the record shows that Grawoig, who had been the president of both corporations since 1945, Hoffman, manager of operations for both corporations, and Munger, methods engineer for ,both corporations, all testified at the original hearing in this case in .July 1947. Moreover, from 1945 to the date of the merger both cor- porations have had substantially the same officers, directors, and ;managerial personnel. The conclusion is therefore inescapable, and we find, that at the time of merger Universal knew of the pendency of the original proceeding in this case. We find, also, that in effecting the merger, Universal agreed, in accordance with Illinois law, (1) to .assume all the liabilities of the Respondent, and (2) that any claim or proceeding then pending against the Respondent might not only be prosecuted to judgment as if there had been no merger, but might .also be prosecuted against Universal in lieu of the Respondent. Under -these circumstances, Universal may not be heard to complain of a burden which it has voluntarily assumed. Moreover, Universal's 'claim that it is inequitable to hold it re- •sponsible for remedying the unfair labor practices committed by Autopart must be viewed in the light of the fact that Universal was by no means disassociated from these unfair labor practices. ' Al- though- that issue is not now before us, the record would support a .finding that Universal actually participated in the violations of the Act by the Respondent. Thus, on December 12, 1946, when such violations occurred, not only was the Respondent a wholly owned sub- -sidiary of Universal and an adjunct of its operations, but the Re- :spondent's labor policies were controlled by individuals who were .then serving in a dual capacity as the top management of both cor- porations. This identity of control was reflected in the uniform con- -ditions of employment applicable to employees of both corporations, the integration of the seniority schedules of both corporations, and -the frequent interchange of their employees. Moreover, it is reason- able to infer that Universal's officers, in sanctioning, or effecting, the -discharge of the strikers on December 12, 1946, acted in the interest of the parent corporation as well as of the subsidiary. This inference is reinforced by the fact that the strike of December 12, 1946, culmi- nated a dispute over the scope of the bargaining unit, the Union -contending for a unit limited to the employees of the Respondent, ..and the officers of the Respondent and Universal insisting that the -unit should include employees of both corporations. It is therefore, .clear that both corporations had a community of interest in the reso- lution of this question, and that in attempting to settle this dispute by discharging the strikers the officers of both corporations acted in furtherance of this common interest. AUTOPART MANUFACTURING COMPANY 83 If, as in the Alexander Milburn case, a successor who has played no part in the commission of its predecessor 's unfair labor practices is responsible for remedying the violations , the responsibility of a suc- cessor who, as here, participated in the original violations is an a fortiori case. 3. Universal contends, further, that the 6-month period of limita- tions in Section 10 (b) of the Act precludes us from holding it re- sponsible at this time for remedying the unfair labor practices in this case, which occurred in December 1946, Section 10 (b) reads, in per- tinent part : When it is charged that any person has engaged in or is en- gaging in any . . . unfair labor practice, the Board . . . shall have power to issue and cause to be served upon such person a complaint stating the charges in that respect . . . Pro- vided, that no complaint shall issue based upon any unfair labor practice occurring more than six months prior to the filing of the charge with the Board and the service of a copy thereof upon the person against whom such charge is made.. . . Universal's contention assumes that the foregoing proviso is appli- cable to the instant proceeding . However, it is clear from the fore- going quoted language that Section 10 (b) applies only to original. proceedings to determine whether unfair labor practices have been committed . The original proceeding in this case was duly initiated by a charge alleging certain unfair labor practices by the Respondent. There is no contention that such charge was untimely under Section 10 (b). The Respondent was found by the Board in the original pro- ceeding herein to have engaged in the unfair labor practices alleged in such charge. The present proceeding is merely a continuation of, and supplementary to, such original proceeding . Its purpose is not to determine whether the Respondent or Universal has engaged in unfair labor practices but solely whether Universal , as the Respondent's successor or assign, shall be held responsible for the latter 's violations of the Act. Such a supplementary proceeding is, we believe, author- ized by Section 10 (d) of the Act,' which reads : Until a transcript of the Record in a case shall have been filed in a court, as hereinafter provided , the Board may at any time, upon reasonable notice and in such manner as it shall deem proper, modify or set aside, in whole or in part, any finding or order made or issued by it. In our opinion, nothing in the Act requires that a proceeding under Section 10 (d) be initiated by the filing of a charge of the issuance of See The Alexander Milburn Company, 78 NLRB 747, 771. 917572-51-vol. 91-7 84 DECISIONS OF NATIONAL LABOR RELATIONS BOARD a complaint. We believe, therefore,`that the proviso to Section 10 (b) is not applicable to the present supplementary proceeding. Accordingly, we find no merit in the contention that we are barred by that proviso from directing our amended order in this case against Universal. AMENDED ORDER Upon the entire record in the case, and pursuant to Section 10 (c) of the National Labor Relations Act, as amended, the National Labor Relations Board hereby orders that the Respondent, Autopart Manu- facturing Company, Chicago, Illinois, and its successor and assign, Universal Parts, Inc., jointly and severally, and their officers, agents, successors, and assigns, shall 1. Cease and desist from : (a) Discouraging membership in United Automobile, Aircraft & Agricultural-Implement Workers of America, UAW-CIO, or in any other labor organization of their employees, by refusing to reinstate any of their employees or in any other manner discriminating in regard to their hire and tenure of employment and any terms and conditions of employment ; (b) In any other manner .interfering with, restraining; or coercing their employees in the exercise of the right to self-organization, to form labor organizations, to join or assist United Automobile, Aircraft & Agricultural Implement AV orkers of America, UAW-CIO, or any other labor organization, to bargain collectively through represent- atives of their own choosing, and to engage in other concerted activi- ties for the purpose of collective bargaining or other mutual aid or protection, or to refrain from any or all such activities except to the extent that such right may be affected by an agreement requiring mem- bership in a labor organization as a condition of employment as authorized in Section 8 (a) (3) of the Act, as guaranteed in Section 7 thereof. 2. Take the following affirmative action, which the Board finds will effectuate the policies of the Act: (a) Offer to the employees named in Appendix A immediate and full reinstatement to their former or substantially equivalent posi- tions, without prejudice to their seniority and other rights and pri- vileges in the manner set forth in the section of our original Decision and Order herein entitled "Th.e Remedy," placing these employees for whom employment is not immediately available upon a preferential list, in the manner set forth in said section, and thereafter in said manner offer them employment as it becomes available; (b) Make whole the employees listed in Appendix A for any loss of pay they may have suffered by reason of the Respondent's discrimi- AUTOPART MANUFACTURING COMPANY 85 nation against them, by the payment to each of them of an amount equal to that which he normally would have earned as wages. during the period from December 12, 1946, to the date of the Respondent's offer of reinstatement or placement upon a preferential list, in the manner set forth in the seotion entitled "The Remedy," less net earnings during said period; (c) Offer to William Jelnison, in accordance with the Selective Service Act, after dicharge from the United States Army, immediate and full reinstatement to his former or substantially equivalent posi- tion, or to one which he is qualified to fill, without prejudice to his seniority or other rights and privileges, or placement upon a preferen- tial list if such employment is not immediately available in the manner provided in "The Remedy"; (d) Make whole William Jemison for any loss of pay he may have suffered by reason of the Respondent's discrimination against him by the payment to him of a sum of money equal to the amount he would normally have earned as wages during the periods (1) between the date of the Respondent's unlawful discrimination and the date of his enlistment into the United States Army and (2) between the date five (5) days after his timely application for reinstatement and the date of the offer of reinstatement, or placement upon a preferential list by the Respondent, less his net earnings during those periods; (e) Post at the plant of Universal Parts, Inc., in Chicago, Illinois, copies of the notice attached hereto, marked Appendix B .r- Copies of said notice, to be furnished by the Regional Director for the Thir- teenth Region, shall, after being duly signed by representatives of the Respondent and of Universal Parts, Inc., be posted by them immediately upon, receipt, and. maintained by them for sixty (60) consecutive days thereafter, in conspicuous places, including all places where notices to employees are customarily posted. Reasonable steps shall be taken by the Respondent and Universal Parts, Inc., to insure that said notices are not altered, defaced, or covered by any other material; (f) Notify the Regional Director for the Thirteenth Region in writing within ten (10) days from the date of the receipt of this Order what steps the Respondent has taken to comply herewith. IT IS FURTHER ORDERED that the complaint be, and it hereby is, dis- missed insofar as it alleges that the Respondent has discriminated against Milton Wilson. U If this Order is enforced by a decree of a United States Court of Appeals , there shall be ihserted in the notice before the words : "A Decision and Order ." the words : "A Decree of the United States Court of Appeals Enforcing." 86 DECISIONS OF NATIONAL LABOR RELATIONS BOARD APPENDIX A Juanita Anderson Thomas J. Matthews Frank F. Vavoptic Dolphin Hamilton David Seigal James A. Walker Robert R. King Harry Skwarczyk Marguerite Woods Otto Major Harry Tanner APPENDIX B. -NOTICE TO ALL EMPLOYEES Pursuant to the recommendations of a Trial Examiner of the Na- tional Labor Relations Board, and in order to effectuate the policies of the National Labor Relations Act, as amended, we hereby notify our employees that : WE WILL NOT in any manner interfere with, restrain, or coerce our employees in the exercise of their right to self-organization, to form labor organizations, to join or assist UNITED AUTOMOBILE, AIRCRAFT & AGRICULTURAL IMPLEMENT WORKERS OF AMERICA, UAW-CIO, or any other labor organization, to bargain collec- tively through representatives of their own choosing, and to en- gage in concerted activities for the purposes of collective bargain- ing or other mutual aid or protection, or to refrain from any and all such activities except .to the extent that such right may be affected by an agreement requiring membership in a labor organi- zation as a condition of employment, as authorized in Section 8 (a) (3) of the National Labor Relations Act. WE WILL OFFER to the employees named below immediate and full reinstatement to their former. or substantially equivalent posi- tions without prejudice to any seniority or other rights and privi- leges previously enjoyed, and make them whole for any loss of pay suffered as a result of the discrimination. Juanita. Anderson Dolphin Hamilton Robert R. King Otto Major Thomas J. Matthews David Seigel Henry Skwarczyk Harry Tanner Frank F. Vavoptic James A. Walker Marguerite Woods William Jemison* All our employees are free to become or remain members of the above-named union or any other labor organization. We will not dis- * NOTE : Any of the above-named employees presently serving in the Armed Forces of the United States will be offered full reinstatement upon application in accordance with the Selective Service Act after discharge from the Armed Forces. This notice must remain posted for 60 days from the date hereof, and must not be altered, defaced, or covered by any other material. AUTOPART MANUFACTURING COMPANY 87 criminate in regard to hire or tenure of employment or any term of condition of employment against any employee because of membership in or activity on behalf of any such labor organization. AUTOPART MANUFACTURING COMPANY, Employer. By ----------------------------------------- (Representative ) (Title) UNIVERSAL PARTS, INC., Successor to Employer. Dated---------- By ---------------------------------------- (Representative ) (Title) SUPPLEMENTAL INTERMEDIATE REPORT Mr. Ivan C. McLeod, for the General Counsel. Mr. Stanford Clinton, of Chicago, Ill ., for Autopart Manufacturing Company. Mr. Samuel Arthur Karlin, of Chicago, Ill., for Universal Parts, Inc. Mr. Harold Katz and Mum Raskin, by Messrs. Harold A. Katz and Peter De Vuono, of Chicago , Ill., and Charles J. Chikula, for the Union. STATEMENT OF THE CASE On July 21, 1948, the National Labor Relations Board, herein` called the Board, issued a Decision and Order in the above-entitled matter providing inter alia for reinstatement and back pay to 12 employees and for the posting of notices.' Thereafter the Board was administratively advised that Autopart Manufacturing Company, herein called Autopart, "was merged into its Parent, Universal Parts, Inc., in October 1947, when operations ceased." The Board, on October 31, 1949, issued an "Order Reopening Record and Remanding Pro- ceeding to Regional Director for Further Hearing," for the "purpose of de- termining the nature and circumstances surrounding the change in corporate existence of the Respondent corporation since November 1944, including any and all details in respect of any merger, dissolution, liquidation, consolidation, or other change in corporate existence and including the nature and circumstances of its past and present relationship to its present surviving or any other parent or affiliated corporation." Copies of the Board's order reopening record, to- gether with "Notice of Reopening of Hearing" were duly served upon Auto- part, Universal Parts, Inc., and United Automobile, Aircraft & Agricultural Implement Workers of America, UAW-CIO, herein called the Union. A further hearing was held in Chicago, Illinois, on April 3, 1950, before the undersigned Trial Examiner, on the matters set forth in the "Order Reopening Record and Remanding Proceeding to Regional Director for Further Hearing." The General Counsel of the Board, Autopart, Universal Parts, Inc., herein called Universal, and the Union were represented by counsel. All parties participated in the hearing and were afforded full opportunity to be heard, to examine and cross-examine witnesses, to introduce evidence bearing upon the issues, to argue the issues orally upon the record, and to file briefs. A brief has been received from counsel for the General Counsel of the Board. At the commencement of the hearing, counsel for Autopart moved to vacate the order reopening and remanding the proceedings. Counsel for Universal joined in the motion. The. motion was denied. At the close of the hearing 1 78 NLRB 461. ( Intermediate ReDort issued August 21 . 1947.) 88 DECISIONS -OF- NATIONAL LABOR ' RELATIONS BOARD counsel for the Board moved to make Universal a party in this proceeding as a successor to Autopart. This motion was taken under advisement. It is dis- posed of hereinafter. Upon the record, and from his observation of the witnesses, the undersigned makes the following : FINDINGS OF FACT Autopart Manufacturing Company was incorporated under the laws of the State of Illinois, November 17, 1944. From the time of incorporation and until April 1, 1946, the sole shareholder of that corporation was Beatrice Grawoig.2 On April 1, 1946, Beatrice Grawoig sold her shares to Universal Parts, Inc., and received in exchange certain shares of. Universal. From April 1, 1946, to October 1., 1947, Autopart was a wholly owned subsidiary of Universal. Autopart during the period of its existence engaged in the manufacture of automobile parts and supplies and metal specialties, more particularly, in the manufacture of a sealed beam conversion kit-a. headlight kit for automo- biles made prior to 1940. .Autopart'.s only customer was Universal. Universal, prior to November 1, 1944, and throughout the period from Novem- tier 17, 1944, to October 1, 1947, and from October 1, 1947, to date, has been engaged in the distribution and wholesale of automobile parts and accessories. Not only was Autopart a wholly owned subsidiary of Universal but the parent corporation controlled and directed Autopart's manufacturing processes and the distribution of its finished products. . When first' organized in 1945 Autopart occupied without charge, a portion of the premises used by the parent corporation and used the parent's receiving and shipping facilities. The operation of Autopart and Universal therein were conducted contiguously, without. any intervening or separating wall and em- ployees of both corporations used the same time clock, toilets, and other facilities. All clerical and administrative work for 'both corporations was performed by Universal. About September 1, 1946, Autopart moved to other premises, leased by Universal. While in these premises Autopart paid the monthly rental required under the lease negotiated by Universal, maintained limited clerical facilities, and its own shipping and receiving facilities. Substantially all purchasing of materials, equipment, and machinery for Auto- part was performed by employees of Universal. After moving to separate premises Autopart had .a local purchasing agent or buyer but he requisitioned purchases via Kenneth Morris, director of purchases for both corporations. All administrative work for Autopart, including preparation of payroll. records, was done by Universal, although, as noted above, after September 1, 1946, Autopart had limited clerical facilities. Universal determined the production schedules of Autopart. All employees of Autopart were hired by and employed under the direction of executives or officials of Universal, except that after moving to separate quarters, H. B. Munger, methods engineer for both corpora- tions, but in charge of Autopart, interviewed.and employed applicants and then notified Universal officials of his action. All conditions of employment, includ- ing vacations and holidays were identical for the employees of both corporations and followed the practices and policies established by Universal. Employees were interchanged between the two corporations constantly and transfers of employees from -one corporation, to another were common practice- and' fre- quently occurred. The employees of Autopart and those of its parent corpora- 2 Beatrice Grawoig is the wife of Barney Grawoig „ hereinafter mentioned. AUTOPART MANUFACTURING COMPANY 89 tion, Universal, were treated for purposes of seniority as employees of one company. The officers and directors of the corporations were as follows : Autopart Officers (1945-1947) Directors (1945-1947) Barney Grawoig-President Barney Grawoig Barney Grawoig-Treasurer Beatrice Grawoig Beatrice Grawoig-Secretary Ben M. Dinitz Harry Hoffman (replaced Dinitz as director in.1947) Universal Officers (1944-1949) Directors (1944-1949). Barney Grawoig-President 3 Barney Grawoig Barney Grawoig-Treasurer Beatrice Grawoig Samuel A. Karlin - Secretary Samuel A. Karlin (1944) (1944) Ben M. Dinitz (1945-1946) Beatrice Grawoig - Secretary Harry Hoffman (1947-1949) (1945-1949). Coleman Hoffman (A d d i t i o n a l Treasurer 1947) Harry Hoffman-Assistant Secre- tary and Treasurer (1948-1949) Harry Hoffman, during the period involved herein, was also manager of opera- tions for both corporations. During this period, Kenneth Morris was director of purchases for both corporations and Howard Munger was methods engineer for both concerns. Hoffman and Munger appeared as witnesses at the original hearings in this proceeding in July 1947. Samuel A. Karlin represented Uni- versal at the further hearing herein and testified that he represented Autopart as counsel in corporate matters-quite continuously until really October 1, 1947, at the time of the merger. At all times when Autopart was in operation, its operations were completely integrated and unified with those of Universal, and Autopart was inseparably and completely dependent upon Universal. Following the incident of December 12, 1946, when the employees left the plant, Autopart had in its employ 4 workers who had been transferred, on or about December 10, from Universal. These employees, unable to keep production going at Autopart's plant, were transferred back to Universal. Autopart, instead of attempting to resume operations, de- cided because of the seasonal nature of its business, to take inventory and it was not until January 6, 1947, that production was resumed by the transfer of .15 employees from Universal and the hiring of some 5 or 6 additional employees. On October 1, 1947, Autopart merged into Universal. Under the articles of merger filed with the secretary of state of the State of Illinois, inter alia, Uni- versal became the sole owner of all.issued and outstanding shares of Autopart; Universal became the surviving corporation ; the separate existence of Autopart ceased ; and Universal became "responsible and liable for all liabilities and obli- gations of each of the Corporations so merged, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger had not taken, place or such surviving corporation may be substituted in its place. Neither the rights of creditors nor any liens s Barney Grawoig has been president of Universal since its incorporation in 1932. 90 DECISIONS OF NATIONAL LABOR RELATIONS BOARD upon the property of such corporations shall be impaired by such merger."' It was stipulated at the hearing "that all operation of Autopart Manufacturing Company ceased as of October 1, 1947. That is, the plant itslef ceased operating, ceased making materials they had made previously." The record does not re- flect, except by possible inference (past practice of interchanging and transfer- ring employees from one corporation to the other) whether on or about October 1, 1947, employees of Autopart were transferred to Universal and thereafter em- ployed by that corporation. Also the record does not reflect except by possible inference (product manufactured by Autopart was for use on automobiles made prior to 1940, the plant ceased operating on October 1, 1947, and Universal en- gages in wholesale distribution) whether after October 1, 1947, Universal un- dertook to manufacture sealed beam conversion kits, or substantially similar products. It is noted, however, that the brief filed by the General Counsel's, representative states that "following the merger there. was no resumption of operations." - It was stipulated "that the assets acquired by Universal Parts, Inc., through the merger with its subsidiary, Autopart Manufacturing Co., were liquidated in an amount in excess of $50,000 but that such liquidation realized $260,556.60 less than the amount of the obligations of the Autopart Manufacturing Co., to Universal Parts, Inc., 'and that Universal Parts, Inc., sustained a loss of $260,556.60 as a result of its dealings with Autopart Manufacturing Co." From the date of incorporation of Autopart on November 17, 1944, to the date of merger on October 1, 1947, each of the corporations filed separate tax returns and each had separate audits, and allocations of expenses were made. Conclusions The undersigned concludes and finds that on or about October 1, 1947, Autopart Manufacturing Company merged into Universal Parts, Inc., the separate existence of Autopart Manufacturing Company ceased, and Universal Parts, Inc., became the surviving corporation and is a successor to Autopart Manufacturing Com- pany. Further the undersigned concludes and finds that Universal Parts, Inc., entered into the aforesaid merger with knowledge of the existence of this un- fair labor practice proceeding pending against Autopart Manufacturing Company. Accordingly, the undersigned concludes and finds that Universal Parts, Inc., is a successor to Autopart Manufacturing Company and as such responsible for remedying its unfair labor practices. (Cf. Alexander Milburn Company, 7& NLRB 747, and cases cited therein, and Stonewall" Cotton, 80 NLRB 325, - 328 (citing with approval Alexander Milburn Company).) No issue has been raised as to whether, in view of the facts stated herein, any of the specific remedial provisions of the Board's order of July 21, 1948, should be revised and no recommendations with respect to these provisions will be made by the undersigned. Furthermore, it is believed that issues bearing on this matter have a closer relationship to compliance than to the issues now framed herein. THE REMEDY Since it has been found that Universal is a successor to Autopart and as. Such responsible for remedying the unfair labor practices, the undersigned will recommend that the Board's order of July 21, 1948, be amended to include therein Universal Parts, Inc., as a successor to Autopart Manufacturing Company. [Recommended Order omitted from publication in this volume.] 4 See Section 157 .69 (e) of Chapter 32 , Illinois Revised Statutes, in effect on October. 1, 1947, to the same effect.