C.M.E., Inc.

514 DECISIONS OF NATIONAL LABOR RELATIONS BOARD C.M.E., Inc. and Minnesota Joint Board, Amalgamat- ed Clothing Workers of America, AFL-CIO. Case 18-CA-4585 June 30, 1976 DECISION AND ORDER BY MEMBERS JENKINS, PENELLO, AND WALTHER On March 24, 1976, Administrative Law Judge Herzel H. E. Plaine issued the attached Decision in this proceeding. Thereafter, Respondent filed excep- tions and a brief in support thereof. Pursuant to the provisions of Section 3(b) of the National Labor Relations Act, as amended, the Na- tional Labor Relations Board has delegated its au- thority in this proceeding to a three-member panel. The Board has considered the record and the at- tached Decision in light of the exceptions and brief and has decided to affirm the rulings, findings,' and conclusions of the Administrative Law Judge and to adopt his recommended Order, except as modified herein. We agree with the Administrative Law Judge that Respondent is a successor employer and that it has violated Section 8(a)(5) and (1) by refusing to bar- gain with the Union and by unilaterally changing the hospitalization and other insurance of the unit em- ployees without prior notice to the Union or oppor- tunity for bargaining by it.2 However, we cannot agree with his conclusion that the obligation to bar- gain commenced on May 6, 1975,3 the date of the Union's formal demand for recognition. The Supreme Court in N. L. R B. v. Burns Interna- tional Security Services, Inc.,a stated, "Although a successor employer is ordinarily free to set initial terms on which it will hire the employees of a prede- cessor, there will be instances in which it is perfectly clear that the new employer plans to retain all of the employees in the unit and in which it will be appro- priate to have him initially consult with the employ- ees' bargaining representative before he fixes terms." 1 The Respondent has excepted to certain credibility findings made by the Administrative Law Judge It is the Board's established policy not to over- rule an Administrative Law Judge's resolutions with respect to credibility unless the clear preponderance of all of the relevant evidence convinces us that the resolutions are incorrect Standard Dry Wall Products, Inc, 91 NLRB 544 (1950), enfd 188 F 2d 362 (C A 3, 1951) We have carefully examined the record and find no basis for reversing his findings 2 The Administrative Law Judge erroneously found that Respondent in- stituted a new insurance policy sometime after May 6 The record reveals that the old policy lapsed on April 30 and the new one was put into effect as of May I 3 All dates hereinafter are in 1975 unless otherwise specified 4 404 U S 272, 294 (1972) We believe that the instant case is exactly the situa- tion referred to by the Court. As found by the Administrative Law Judge, Re- spondent became the new owner of the Charmoll plant on February 20. At a meeting on February 25, Charmoll Plant Manager Conrad told union repre- sentatives that a new firm was coming in and that he had been hired by the new company to be in charge of the plant. Union Representative Genis asked if the old employees were going to be rehired and Conrad replied that he intended to hire all of them and call them back on a seniority basis.' He told Genis that he hoped there could be the same easy arrangement as had existed previously. Possible contract changes were discussed at this meeting, but no conclusions were reached. The hiring process began on March 1. Later in March, Respondent held an employment meeting of practically all of the former Charmoll employees at which President Vacanti asked them to give him their help in starting the new business. Job applications were passed out and the completed forms collected. On March 14 Conrad, now Respondent's vice president, Genis, and Respondent's president, Va- canti, met and further discussed contract revisions. Genis testified he left that meeting with the under- standing that they had reached an agreement on terms, which he thereafter embodied in a full redraft of the contract and later delivered to Respondent. Vacanti and Conrad met with union representatives again on April 4. At no time during this meeting did Vacanti repudiate the agreed-upon changes or men- tion that he intended to change insurance policies. In fact, Respondent was fully aware of the Charmoll contract provision for the insurance policy, and of the policy. At the April 4 meeting Vacanti asked about the policy and was provided with the union brochure describing it. Nonetheless, Respondent per- mitted the preexisting policy to lapse on April 30 by not paying the premium, and obtained another poli- cy without consulting or bargaining with the Union. On May 6 the Union requested recognition and bargaining. At this time 31 of the 32 employees hired were former Charmoll employees. Respondent for- mally refused to recognize or bargain with the Union in a letter dated May 22. On the basis of these facts, we conclude that Re- spondent made it "perfectly clear" that it planned to retain all or substantially all of the employees in the 5 Although Respondent's predecessor, Charmoll, decided at the end of December 1974 to terminate its operation at Amery, despite the usual post- Christmas seasonal layoff, more than a usual number of employees were retained and carved over into January and early February to finish gar- ments that were in process Moreover, in addition to Plant Manager Con- rad, who had continuous employment at the Amery plant dunng the transi- tion from Charmoll's to Respondent's operation, there were at least four Charmoll rank-and-file employees who were held over and enjoyed continu- ous employment at the plant in the transitional period. 225 NLRB No. 68 C.M.E., INC unit as of February 25, and that the obligation to bargain, including the setting or altering of initial terms of employment, commenced on that date rath- er than May 6. However, since no unilateral changes were made until April 30, when Respondent allowed the previous insurance policy to lapse and obtained another policy, we shall only order Respondent to make whole the employees for any loss of benefits they may have suffered as a result of Respondent's unilateral failure to pay the premium on the preexist- ing insurance policy thus allowing it to lapse on April 30, and by its unilateral institution of a different in- surance policy on May 1. ORDER Pursuant to Section 10(c) of the National Labor Relations Act, as amended, the National Labor Re- lations Board adopts as its Order the recommended Order of the Administrative Law Judge as modified below and hereby orders that the Respondent, C.M.E., Inc., Amery, Wisconsin, its officers, agents, successors, and assigns, shall take the action set forth in the said recommended Order as so modified: 1. Substitute the following paragraph for para- graph 1(c): "(c) In any like or related manner interfering with, restraining, or coercing employees in the exercise of their rights guaranteed under Section 7 of the Act." 2. Substitute the following paragraph for para- graph 2(b): "(b) Make whole the employees of said unit for any loss of benefits they may have suffered as a re- sult of Respondent's unilaterally allowing the previ- ous insurance policy to lapse on April 30, and insti- tuting of new insurance on or after May 1, 1975, with interest at 6 percent per annum, and continue such restitution until such time as Respondent negotiates in good faith with the Union to agreement or to im- passe." 3. Substitute the attached notice for that of the Administrative Law Judge. APPENDIX B NOTICE To EMPLOYEES POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government The National Labor Relations Board having found, after a hearing, that we violated the National Labor Relations Act, we hereby notify our employees that: WE WILL NOT refuse to bargain collectively with the Minnesota Joint Board, Amalgamated 515 Clothing Workers of America, AFL-CIO, as the exclusive bargaining representative of the appro- priate unit of our production and maintenance employees, comprising all cutters, operators, shipping and receiving employees, examiners, and all other related production workers, includ- ing maintenance, service, and janitorial employ- ees employed at our Amery, Wisconsin, facility, excluding executive personnel, administrative employees, and supervisors as defined in the Act. WE WILL NOT change the insurance and other terms of employment of our Amery, Wisconsin, employees without prior notice to and consulta- tion with the Union. WE WILL NOT in any like or related manner interfere with, restrain, or coerce our employees in the exercise of their rights guaranteed under Section 7 of the National Labor Relations Act. WE WILL, upon request, bargain with the Union as the exclusive bargaining representative of the above-described unit of our production and maintenance employees at Amery, Wiscon- sin. WE WILL make whole the employees of said unit for loss of benefits they may have suffered as a result of our allowing the previous insur- ance policy to lapse and unilaterally instituting a new policy. C.M.E., INC. DECISION HERZEL H.E. PLAINE, Administrative Law Judge: The question presented is whether Respondent, a manufacturer of snowmobile wear and other winter garments, operating the acquired plant and machinery of the predecessor man- ufacturer of similar garments with a majority of the predecessor's employees, is in contemplation of the Na- tional Labor Relations Act (the Act) the successor employ- er, bound to recognize and bargain collectively with the Charging Party (the Union) that represented the predecessor's employees and that had a collective-bargain- ing contract with the predecessor. The General Counsel contends that Respondent was such successor employer. A complaint was filed on July 8, 1975,' alleging that Respondent acquired the plant and machinery of the predecessor, Charmoll Fashions Inc. (Charmoll), on February 20, 1975, and thereafter, using former Charmoll employees, commenced manufacturing operations; but that Respondent has violated Section 8(a)(1) and (5) of the Act since May 21, 1975, by refusing in bad faith to bargain with the Union after its demand for bargaining. 1 On a charge filed by the Union on May 29, 1975. 516 DECISIONS OF NATIONAL LABOR RELATIONS BOARD The Respondent contends that it had no obligation to recognize or bargain with the Union: (1) because of the alleged absence of a majority of the former Charmoll em- ployees among Respondent's production and maintenance workers on August 25, 1975, when, says Respondent, it had hired its full complement of employees; (2) because there was no continuity of enterprise from predecessor Charmoll to Respondent, since Respondent did not acquire Charmoll's inventory of goods and allegedly manufactured a different line of goods from that manufactured by Char- moll; and (3) because Respondent had and has a good- faith belief that its employees do not want the Union as their collective-bargaining representative. The case was heard on September 30 and October 1, 1975, at Balsam Lake, Wisconsin. General Counsel and Respondent have filed briefs. Upon the entire record in the case, including my obser- vation of the witnesses and consideration of the briefs, I make the following: FINDINGS OF FACT I. JURISDICTION Respondent is a Minnesota corporation with its princi- pal office in Mendota Heights, Minnesota, and a clothing manufacturing plant at Amery, Wisconsin. In the 12-month period commencing May 1, 1975, which period Respondent concedes is representative of its opera- tions for the times material herein, Respondent admits that it will gross revenues in excess of $500,000, and will have received at Amery, Wisconsin, materials valued in excess of $50,000 from points outside Wisconsin, and will have shipped goods valued in excess of $50,000 from Amery, Wisconsin, to points outside Wisconsin. As the parties con- cede, Respondent is an employer engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. As the parties also concede, the Union is a labor organi- zation within the meaning of Section 2(5) of the Act. If. THE UNFAIR LABOR PRACTICES A. The Predecessor's Business and Contract With the Union According to the testimony of Harry Katz, president and chief executive officer of Charmoll Fashions, Inc. (Char- moll), supplemented by the testimony of his plant manag- er, Donald Conrad, and of several employees, Charmoll, a company based in St. Paul, Minnesota, established its Am- ery, Wisconsin, sewing plant in 1968 at 215 Keller Street.' In 1971, Charmoll acquired a new building at 215 Power Street, to which it moved the plant and, with added new equipment, continued operations until February 20, 1975, when it sold the Power Street plant-land, building, and machinery-to Respondent C.M.E. Inc. The business of Charmoll at Amery was manufacturing outerwear for men, women, and children. In 1974 its prod- ucts were snowmobile clothing, ski wear, western style quilted wear, hunting coats, and certain other women's outerwear. Among Charmoll's customers in 1974 were Po- laris Industries, for whom Charmoll did work in the range of $350,000 under the Polaris label; Rupp Manufacturing of Ohio, for whom Charmoll did about $80,000 work under Rupp's label (both of these were largely snowmobile cloth- ing); Advanced Garments of Minnesota for whom Char- moll made hunting coats; and Funk Seed for whom Char- moll made some western style quilted working jackets. In each of the lines where the clothing was not labeled with the customer's label, Charmoll also produced the same or similar garments under its own labels, such as Igloo for snowmobile clothing, Anorak for ski wear, and Double K for western styles. Charmoll President Katz spent about 20 percent of his time at Amery. In daily charge of production from the beginning in 1968 was Plant Manager Conrad, a salaried employee, who had been with the company even before the start of the Amery plant. Conrad did the actual hiring of employees, though Katz maintained control of payroll by requiring home office approval of hirings and keeping the payroll records at the home office in St. Paul. According to Charmoll President Katz, employment fluctuated between seasonal peaks and valleys. The fourth quarter of the year-October, November, and early De- cember-was the busiest period, with peak employment in early December at about 60 to 65 employees. By the end of December it would drop to 10 or 15 employees and for most employees there was a lengthy layoff in January and February, with callbacks in March and April. The plant operated on both daytime and nighttime shifts. Although some employees were on piecework pay rates and others on hourly pay rates, all employees punched a timeclock. The Charmoll's Amery plant was unionized in 1968, fol- lowing an election and Board certification of the Union as the employees' representative. A collective-bargaining con- tract was agreed upon in 1968, and the most recent renewal was entered into on July 25, 1973, retroactive to December 31, 1972, and effective until December 31, 1976 (G.C. Exh. 6). The bargaining unit comprised production and mainte- nance workers (more particularly described in art. I of the contract, G.C. Exh. 6, and in par. 6 of the complaint), and included all employees at the plant except Plant Manager Conrad and the plant office secretary (sometimes called receptionist) Peggy LaBlanc. The union contract has a union-security clause that re- quires union membership for all bargaining unit employees after an initial period of employment (with 30-60-day van- ations, art. III), and union dues were paid by checkoff.' B. The Transfer 2 There was a wholly owned subsidiary, Charmoll Inc of Wisconsin, of which Charmoll President Katz was also the chief executive officer, and which had the function of employing the people at the Amery plant, but all property, including the plant and products, and all sales, including the final sale of the plant, were in the name of the parent company Likewise, the collective-bargaining contract was in the name of the parent company According to Charmoll President Katz, he and his asso- ciates, comprising the officers and board of Charmoll, de- 3 G C Exh 9 was the last checkoff list prepared by the Union for the employer for November 1974 C.M.E., INC. 517 cided to discontinue the Charmoll operation of the Amery plant in late December 1974. Charmoll tried to find someone in the same or related business to sell to and take over the Amery plant as a going operation, but did not succeed. Charmoll terminated oper- ation as a going business in January before it sold the plant in mid-February 1975, but did continue to complete goods with materials on hand into February. According to Eugene Vacanti, president of Respondent, the purchaser of the plant, Respondent had hitherto been a marketing consulting and promotional firm, principally for two snowmobile accounts, Artic and Rupp, for whom it had done, among other things, clothing research and de- sign, and was itself looking for an opportunity to get into related clothing manufacturing. Vacanti learned of the op- portunity to acquire the Charmoll business at Amery through a Joe Patten, president of Hawkeye Sports of Des Moines, Iowa. Initially, said Vacanti, he explored the Char- moll acquisition as a point venture with Hawkeye, but de- cided that Respondent would go it alone. Charmoll had defaulted on its December 1974 mortgage payment in the Amery bank, Union State of Amery. The bank was interested in finding a purchaser to avoid the necessity to foreclose; and a civic group, Amery Industrial Development Corporation, was sufficiently interested in keeping employment and business in Amery to consider, at Vacanti's suggestion to it on February 6, buying the plant and leasing it to Vacanti's company (testimony of Presi- dent Sondreal of the development corporation, and Presi- dent Olson of the bank). Shortly thereafter Vacanti dropped the leasing suggestion and with the aid of the bank worked out a direct purchase by Respondent from Charmoll, which was consummated in an agreement be- tween the two companies on February 20, 1975 (G.C. Exh. 11). As described by Charmoll President Katz and Union State Bank President Olson, the arrangement was that Charmoll sold to Respondent Charmoll's Amery plant- land, building, machinery, and other personal property, but not inventory or accounts receivable. Attachment B to General Counsel's Exhibit 11 itemizes the machinery and personal property sold to Respondent, and covered, as Katz testified, all of Charmoll's personal property at Am- ery. On its part, Respondent assumed the Charmoll real estate mortgage held by Union State Bank, and a Charmoll mortgage held by the Small Business Administration; and Respondent paid Charmoll $140,000 for its equity in the land and building, and $18,000 for its equity in the machin- ery. The agreement contemplated that part of the $158,000 paid Charmoll would be turned over to the Union State Bank of Amery and the American National Bank of St. Paul to satisfy their liens or chattel mortgages on the ma- chinery; but according to Katz all of the $158,000 went to satisfy the bank liens. Charmoll was not in a position to sell to Respondent any inventory or materials on hand or accounts receivable, be- cause in accordance with its longstanding business practice it annually "sold" its accounts receivable to a factor, Ra- leigh Moses of Chicago, and obtained advance loans from the factor on the receivables, which loans were secured by a factor's lien that included the Charmoll inventory and materials to indemnify the factor against loss . As a result of Charmoll's December decision to dispose of its Amery plant, the factor called due its outstanding loans in January 1975, and by agreement with Charmoll took peaceable pos- session of the inventory and materials at the Amery plant in late January. The factor, Raleigh Moses, requested Charmoll to complete any work in process and Charmoll complied, keeping or putting the necessary employees on its payroll. Plant Manager Conrad continued to function throughout, remaining on the Charmoll payroll in January (see G.C. Exh. 8, Charmoll payroll for first quarter 1975) until factor Raleigh Moses claimed possession of the inven- tory; then briefly on the Raleigh Moses payroll (by ar- rangement with Charmoll) as governing agent to conserve the inventory for the factor; and then on the CME payroll when Respondent took possession of the plant either on or shortly after February 20, 1975. Prior thereto, and either before or immediately after the February 20 transfer of plant ownership to Respondent, Conrad had given CME President Vacanti a commitment to stay on and operate the plant for Respondent, and in turn Respondent commit- ted itself to making Conrad vice president of CME. Con- rad went on the payroll as Respondent's vice president, at the same salary paid him by Charmoll, but thereafter re- ceived an increase, he testified. Going back to the end of December 1974, when Char- moll decided to terminate the plant operation at Amery and to sell out, hopefully as an operating business, Presi- dent Katz gave Plant Manager Conrad instructions to ad- vertise and conduct a closeout or going-out-of-business sale in a leased space at the nearby town of Forest Lake. The Amery plant employees were to be informed, and were informed, that Charmoll was going out of business at Am- ery, and that the ensuing layoff of whomever was affected was not the usual post-Christmas seasonal layoff but a ter- mination of employment. However, more than a usual number of employees were retained and carried over into January and early February 1975, said Katz, to finish gar- ments that were in process. In the first few weeks of Janu- ary these garments were put on racks for sale at Forest Lake, where Charmoll also added for sale some additional merchandise from its St. Paul plant, said Conrad. None of the Amery employees took part in the closeout sale at For- est Lake, according to Katz, but when the factor took pos- session of the inventory and materials of the Amery plant in late January, the Amery employees on the Charmoll payroll continued to finish goods in process for the benefit of the factor (and in reduction of Charmoll's indebtedness to the factor).' General Counsel's Exhibit 8 lists the em- ployees and their earnings with Charmoll in the first quar- ter of 1975. These included, said Katz, the employees en- gaged in the finishing work in January and February, and, among those shown receiving the smaller payments, some employees who were paid holiday and vacation pay that accrued to them under the union contracts 4 When the Amery plant was sold to Respondent, the remaining invento- ry and materials were shipped to a warehouse in Minneapolis where they were held by the factor under its lien, according to Katz 5 G C Exh 7 lists the Charmoll Amery employees and their earnings for the fourth quarter of 1974, and G C Exh 10 lists the Charmoll Amery Contin ued 518 DECISIONS OF NATIONAL LABOR RELATIONS BOARD In addition to Plant Manager Conrad, who had continu- ous employment at the Amery plant during the transition from Charmoll's to Respondent's operation, there were at least four Charmoll rank-and-file employees who were held over and enjoyed continuous employment at the plant in the transition to operation by Respondent. As identified by Conrad, and by General Counsel's Exhibit 8 and Re- spondent's Exhibit 4 (Respondent's employment list as of August 25, 1975) these were employees Muriel Pankonien, Jerome Omernik, Bernard Swager, and Henrietta Swager. These four were among the larger number of employees on the Charmoll payroll who engaged in finishing up the Charmoll inventory for the factor in January and Febru- ary, and the four moved onto the CME payroll, without any break or layoff, doing some plant maintenance, work on samples and patterns, and other work, in accordance with President Vacanti's orders. As Conrad testified, in the changeover period he had a dual responsibility, one to the factor to protect its inventory, the other to Respondent to get things going for its operation. Vacanti testified, at first, that he paid the heldover employees out of his own pocket for their work (before production resumed in late March or early April), but changed his testimony to say he put mon- ey in the corporate account in Amery and that these em- ployees were probably paid with Respondent's checks. In any event, he confirmed as did now Vice President Conrad, that Respondent's Exhibit 4 was a correct list of Respondent's employees as of August 25, 1975, in its en- tirety, and Respondent's Exhibit 4 shows the four heldover employees employed throughout March 1975 as well as thereafter .6 C. Relationships With the Union in the Transition In the transition period, from Charmoll to CME opera- tion, the Union was notified that Charmoll was unable to continue, and was giving up, its Amery plant operation. Plant Manager Conrad told the union agent or staff mem- ber, Lloyd Beguhl; and Charmoll President Katz told the union international representative, Burton Genis. Later, at a luncheon meeting in late December 1974, involving Be- guhl, Katz, and Conrad, Conrad said that he had a group of Amery businessmen, and was one of the group, interest- ed in acquiring the business, that he wanted to keep the working force intact, but needed union assurance that con- tract wage increases could be postponed and certain other contract changes effected. Union Agent Beguhl told Con- rad these were questions Conrad had to discuss with Union Representative Genis. There were several later contacts between Union Agent Beguhl and Plant Manager Conrad, in which Conrad was optimistic that his Amery businessmen's group would swing the deal; but finally at a meeting at the Amery plant on February 25, 1975, of Conrad, Beguhl, Genis, and em- employees for the third quarter of 1974 and their average hourly earnings, including those who worked at piece rate wages 6 There was some confusion as to whether former Charmoll employee Violette Cicchesi was a fifth employee held over without break in continui- ty, but from her own testimony it appeared that she did not come onto the CME payroll until April 10, 1975 ployee Joyce Jones, who was the union steward, Conrad told the union representatives, and so testified, that his deal to buy the business had fallen through, but that another firm was coming in and that he would be with the new firm in charge of the plant. He had already given to, and re- ceived from, Respondent's president, Vacanti, the commit- ment in this regard (noted above), but did not spell it out in detail to the union repesentatives . Beguhl and Jones left for a union meeting of the employees in town, and Genis stayed on with Conrad, who went over some specifics of the existing union contract he wanted to have changed and, as he testified, told Genis he hoped there could be as easy an arrangement for the new shop as Charmoll had when it first began in Amery. Genis wanted to know, he said, if the old employees were going to be reemployed. Conrad said he intended to hire them all, calling them back on a seniority basis. Genis said he explained voluntary rec- ognition and that if the terms of a new contract were worked out they were subject to ratification by the employ- ees. They reached no conclusions on changes, but Genis told Conrad he would mail some draft revisions of the con- tract terms they had discussed, and did so in the form of changed pages. Respondent's new vice president, Conrad, and Union Representative Genis met again at the Amery plant on March 14, 1975, and discussed the draft revisions, and Conrad provided Genis with the new corporate name. Gems testified he left that meeting with the understanding that they had reached an agreement on terms, which he thereafter embodied in a full redraft of the contract with Charmoll and delivered the redraft (G.C. Exh. 12) to Con- rad and President Vacanti at the next meeting in the plant, April 4. Conrad claimed they discussed the changed pages (Resp. Exh. 3) on April 4, and that he and Vacanti did not have or receive the full copy (G.C. Exh. 12) that embodied the changes Respondent wanted, though he conceded that these changes, shown in Respondent's Exhibit 3, are in General Counsel's Exhibit 12.' However, there is no disagreement that the union repre- sentatives, Genis and Beguhl, met at the plant on April 4 with Respondent Vice President Conrad, that President Vacanti joined them and was introduced, and that Genis gave an explanation of the contract changes. Though Va- canti claimed (without corroboration from the others) that he said before the meeting broke up that he was the person the Union would have to deal with in the future, out of 'In this area of his dealings with the union representatives , Respondent Vice President Conrad was somewhat evasive, and contradictory of parts of his other testimony For example, he claimed that as late as of the March 14 meeting he had not told Union Representative Gems that Respondent plan- ned to rehire the Charmoll employees and claimed he said that he did not know, even then, if they would be rehired Yet elsewhere he testified that he began hiring for Respondent about March 1, that he told the former em- ployees they would be rehired, and that he ran a hiring meeting early that month of almost entirely former Charmoll employees, where President Va- canti asked all who worked for Charmoll before to help him in starting his new business (see testimony of employee Frederickson), and, as G C Exh 2 shows, the first 31 of the 32 employees hired and working by May 6 were former Charmoll employees Conrad's evasions or contradictions in the area of his dealings with the Union are understandable , since it appeared from President Vacanti's testimony that he was attempting to repudiate any au- thority Conrad may have exercised in this area On the whole, the testimony of Union Representatives Genis and Beguhl was more reliable and, as al- ready indicated, supported in good part by Conrad C.M.E., INC. 519 pique because he thought he was being ignored, he did not at that time repudiate anything that Conrad had done, or reject the contract changes. Beguhl testified that at the April 4 meeting Conrad and Genis had agreed that the Union would request recogni- tion of Respondent, looking to an effective date of May 15. Production actually began in late March or early April, according to Conrad, but, as Beguhl testified, the Union delayed its demand to allow time for sufficient people to get back on the job. On May 6, on advice concerning the rate of production and employment from Union Steward Jones, the Union made its demand for recognition by tele- gram (G.C. Exh. 4). There were then 32 employees, all but one of whom (Gullixon) were former Charmoll employees (G.C. Exh. 2). At this juncture, repudiation of the previous negotiations began. Union Agent Beguhl called Vice President Conrad on May 8 to ask if the telegram had been received and a response sent, and Conrad said he didn't understand, he had wanted to start operations at first without the Union. Beguhl asked for Respondent's lawyer's name. On May 20, Union Representative Genis met Respondent President Vacanti at Respondent lawyer Graham's office. Vacanti took the position that Conrad had had no authority to deal with the Union, that he (Vacanti) questioned whether the Union did in fact represent the employees, and refused to recognize or bargain with the Union. The refusal was for- malized in a letter dated May 22, 1975 (G.C. Exh. 5). Concerning this meeting, President Vacanti testified that he spoke of the desirability of the employees voting on whether there should be a union and claimed, initially, that Union Representative Genis left the meeting on the under- standing that the Union would file a petition with the Board for an election. On cross-examination Vacanti ad- mitted that Genis had made no such undertaking but on the contrary had contended that, as the successor of Char- moll, Respondent was obligated to bargain with the Union. When asked why he, Vacanti, as the employer, had not filed a petition for an election, he gave an assortment of reasons, that Respondent did not want to be bound by the Charmoll contract, that he did not think Respondent was involved with the Union and, finally, that he did not have a reason for Respondent not filing a petition for an elec- tion. During the transition from operation by Charmoll to op- eration by Respondent, the Charmoll employees had con- tinued to hold union meetings in downtown Amery. Four such meetings were held, on February 25, March 14, and April 4 and 25, 1975, where reports on progress of the transfer and of a new contract with the new employer were given by Union Representatives Gems or Beguhl or both. These were well-attended meetings, according to employee Violette Cicchesi. Respondent was aware of these meet- ings, through Vice President Conrad, who was informed of them, contemporaneously or beforehand by Genis, Beguhl, and Steward Jones, and of what transpired at the meetings, by Jones and other employees. According to Union Representative Genis, the Union suspended the obligation of the Charmoll employees to pay dues starting with the month of December 1974, dues of all of the members listed on the November 1974 checkoff list (G.C. Exh. 9) were paid, and there were no voluntary with- drawals 8 or expulsions from the membership. As Genis testified, all of the persons listed on General Counsel's Ex- hibit 9, plus Steward Joyce Jones, who as steward is ex- empt from payment of dues, are members of the Union in good standing pending negotiation of a new contract with Respondent. In May, according to employees Jones, Frederickson, Alberta Johnson, and Cicchesi, with production well under way, Respondent President Vacanti held a shop meeting of all production and maintenance employees, on company time, at which he and Vice President Conrad presided. Va- cant, suggested formation of a grievance committee, to take up matters for the employees with Respondent, mat- ters in which, said employee Johnson, under Charmoll the Union had represented them. According to employees Frederickson and Cicchesi, Vacanti asked for a show of hands, and no one raised a hand in opposition. Thereupon, from lists prepared and distributed by the office secretary, Peggy LeBlanc, and Henrietta Swager, a former Charmoll employee promoted by Respondent to a supervisory job, the employees selected a committee of about 12 employees, representing the several departments in the shop, which committee was given the name Human Relations Safety Committee. The committee has met and meets on the first and third Tuesdays of each month, with Respondent President Va- canti or Vice President Conrad presiding, and the new as- sistant to Conrad, Kevin Layer, sitting in. The employees are paid by Respondent for their time at such meetings. Matters taken up by the committee have included timing of piece work, putting rulers on sewing machines, need for notching patterns, need of cleaning the ladies' restroom, and improvement of the lunchroom. At a meeting of all the plant employees called by Re- spondent in mid-May 1975, Respondent and an insurance man explained to the employees the new hospitalization and other insurance Respondent had procured for them. According to employees Cicchesi, Jones, and Joanne Om- ernik, Respondent explained that the previous insurance policy provided under the union contract with Charmoll had expired on April 30, 1975, because the last premium was paid in November 1974 by Charmoll, and Respondent had not paid the renewal premium due in May; instead had allowed the policy to lapse and obtained the new in- surance. Respondent did not notify, or consult with, the Union on the matter of dropping the old and taking the new in- surance policy. D. Respondent's Business Operation As already recounted above, when Respondent became owner of the Charmoll Amery plant on February 20, 1975, it carried over, without a break in time, Charmoll's plant manager, Conrad, who became Respondent's vice presi- dent in charge of the plant, and four Charmoll production 8 Confirmed by the testimony of several employees, who indicated that, while there was some talk of withdrawal, they did not withdraw and were not aware of any withdrawals 520 DECISIONS OF NATIONAL LABOR RELATIONS BOARD and maintenance employees who performed the same or similar work for Respondent, plus some initial cleanup. One of the four, Henrietta Swager, later became a floor supervisor for Respondent after additional rehiring and production got under way. Vice President Conrad told the union representatives on February 25, and told the former Charmoll employees directly, that Respondent intended to rehire the Charmoll employees, and he began the addition- al rehiring process, by his own account, on March 1. Also, as already noted, Respondent held an employment meeting comprising practically all former Charmoll em- ployees in March at which President Vacanti asked the former Charmoll employees to give him their help in start- ing his new business, job applications were passed out for the former employees to reapply for employment, and the completed forms were collected. Vice President Conrad began calling the former employ- ees back to work. He had greater authority over hiring than as plant manager for Charmoll, having been given authori- ty to sign the payroll and payroll checks. He said that pro- duction began at the end of March or beginning of April 1975. By May 6, when the Union made its demand for recognition and bargaining, Respondent had 32 produc- tion and maintenance employees, 31 of whom (all except employee Gullixon) were former Charmoll employees (G.C. Exh. 2), as the parties agree. By June 15, as the parties also agree, Respondent had 62 production and maintenance employees, 41 of whom, or approximately two-thirds, were former Charmoll employ- ees (G.C. Exh. 3). By August 25, 1975, according to Vice President Conrad, Respondent was at the peak of its employment from March to the time of the hearing (October 1), there having been a drop in employment in September; on the peak date, August 25, Respondent had 72 production and main- tenance employees, 44 of whom, a substantial majority, were former Charmoll employees (Resp . Exh. 4 and Ap- pendix A attached to this Decision).9 Respondent has erro- neously contended that the majority of its production and maintenance employees on August 25 were not former Charmoll employees. Examination of the documents set out in footnote 9, supra, shows otherwise. The testimony of the four representative senior employ- ees, sewing machine operator Frederickson, finisher Cic- chesi (who works on a power sewing machine), bundler Johnson, and floorgirl Jones, each with 4 to 6 years' prior experience with Charmoll, provided clear evidence that Respondent put the former Charmoll employees back to work in the Amery plant doing the same jobs they had done before, at the same pay, on the same machines, in the same major operational steps, producing essentially the same kinds of garments, under the same supervision pro- vided by Conrad, formerly as plant manager now as vice president. There are two shifts, as Charmoll had, and all employees punch the same timeclock. A few of the former employees were offered the option of doing work they had not done before, but not many changed. There was some replacement of machinery, but, as Conrad testified, these were normal trade-in replacements, which was standard practice in the industry. Also there was some retraining for a small percentage of the employees, according to Conrad, principally to acquaint them with techniques for sewing and finishing an added line of ladies' dress jacket, the "Windset" (trade name) line. The garments produced by Respondent were and are principally the snowmobile suits and sportswear. Conrad indicated there were some changes, in patterns , but, as the employees pointed out, the garments are still the snowmo- bile and sportswear that Charmoll made under a different label. The one new line added by Respondent was the "Windset" ladies' jacket, described by employee Jones as a dress jacket like a car coat. President Vacanti testified that he was well aware that Charmoll had the Polaris business for snowmobile gar- ments, and he contemplated doing the Polaris business and hoped to get the snowmobile wear business of John Deere. Polaris was Charmoll's major account, and after Charmoll's sale of the business to Respondent, Charmoll's president, Katz, negotiated and obtained the 1975 contract for snowmobile wear for Respondent, an order of about $370,000, on which Respondent paid commissions to Katz over a period of time in 1975. Respondent got the John Deere snowmobile wear business through the help of Vice President Conrad and several other Amery businessmen, said Vacanti. 9 Resp Exh 4 was Respondent's record of hirings and terminations as of August 25, certified in the testimony of President Vacanti and Vice Presi- dent Conrad as correct It shows 98 hirings , which should be reduced to 97, since, by agreement of the parties, receptionist or office secretary Peggy LaBlanc was not a bargaining unit worker Of the 97 hmngs, there were 25 terminations before August 25, leaving a net force of 72 production and maintenance employees on August 25 Of these 72 employees , 30 were the former Charmoll employees appearing on the May 6 list , G C Exh 2 (32 employees minus former Charmoll employee Wahlstrom and non-Charmoll employee Gullixon , both terminated), and there were 14 additional former Charmoll employees (as shown for all 14 by G C Exh 7 for fourth quarter 1974 employment, and variously for almost all by G C Exh 10 for the third quarter 1974 employment , G C Exh 8 for first quarter 1975 employment, and G C Exh 9, the union checkoff list, for November 1974) as follows, in order of appearance on Resp Exh 4 Susan Wise , Karen Hornick, Marga- ret Paulson, Patricia Dosch, Bonita Balog, Margaret McCurdy, June Pe- nard, Robert Suthers, Debora Schnell , Edith Gamache, Leota Frederickson, Olive Anderson , Amy McMahon , and Henrietta Lynch Appendix A to this Decision lists, in alphabetical order, the 44 former Charmoll employees who comprised a majority of Respondent's 72 produc- tion and maintenance employees on August 25, 1975 E. Successorship 1. General principles The labor relations doctrine of successorship, as enunci- ated by the Board and supported by the courts, is designed to insure that employee rights of representation by, and of collective bargaining through, a recognized representative are not curtailed by a mere change of employers or of own- ership in the employing industry, if a majority of the em- ployees after the change of ownership or management were employed by the preceding employer. N.L.R.B. v. William J. Burns International Security Services, Inc., 406 U.S. 272, 279 (1972). In such cases, the succeeding employer must recognize and bargain with the incumbent union, and a Board order to that effect is proper. Id. at 281. C.M.E., INC. 521 The representative status of the incumbent union is es- tablished and evidenced either by Board certification, as in Burns, supra, or by voluntary recognition accorded by the preceding employer, N.L.R.B. v. The Denham Company, 469 F.2d 239, 244 (C.A. 9, 1972), vacated on other grounds 411 U.S. 945 (1973); N.L.R.B. v. Frick Company, 423 F.2d 1327, 1332 (C.A. 3, 1970). Successorship does not require a transfer of assets, Burns, supra, 406 U.S. at 280-81, 307; but whether there is a transfer of assets, Overnice Transportation Company v. N.L.R.B., 372 F.2d 765, 768 (C.A. 4, 1967), cert. denied 389 U.S. 838, or no transfer of assets , Tom-A-Hawk Transit, Inc. v. N.L.R.B., 419 F.2d 1025, 1026-28 (C.A. 7, 1969), if there is "a change of ownership not affecting the essential nature of the enterprise , the successor employer must rec- ognize the incumbent union and deal with it as the bar- gaining representative." Id. 2. Employing enterprise and employee bargaining unit remained the same Turning to the facts in the case at bar, without any mate- rial break in continuity, Respondent upon acquiring its predecessor's plant and machinery in Amery, Wisconsin, on February 20, 1975, proceeded to conduct the same type of manufacturing enterprise as the predecessor Charmoll had conducted, manufacturing, as Charmoll had, snowmo- bile wear and other winter garments. Respondent's initial and major work in 1975 (to the time of the hearing) was a $370,000 order for snowmobile wear from its predecessor's principal customer, Polaris, obtained with help of the pred- ecessor. Simultaneously with the transfer, Respondent held over, without any break in employment, the predecessor's plant manager, Conrad, who became Respondent's vice presi- dent in charge of managing the plant, and four key produc- tion and maintenance workers of Charmoll to do essential maintenance and prepare patterns and samples for produc- tion. Immediately following the transfer, Respondent, through Vice President Conrad, notified the union repre- sentatives and the Charmoll employees directly that it in- tended to rehire them. Respondent held an employment meeting in early March, in which Respondent President Vacanti called on all the Charmoll employees to help him start his new business, and collected employment applica- tions from them. In this connection it should be noted that neither Vacanti nor his Company had had any previous experience in manufacturing garments, and most of the Charmoll employees, predominantly women, had several years' experience, a number of them going back to Charmoll's start in Amery in 1968, as did the new vice president, Conrad. The hiring arrangements were largely completed by Vice President Conrad in March, and as production com- menced at the end of March or early April, Conrad, who was also in charge of payroll, began the gradual callup of the employees in the same manner and timing as he had called them for the spring startup after the winter layoff in past seasons for Charmoll. The Charmoll employees were put back to work doing for Respondent, with some few exceptions, the same jobs they had done for Charmoll, at the same pay, on the same machines, in the same major operational steps, producing the same kind of garments- snowmobile suits and sportswear-under the same supervi- sion provided by Conrad. Two shifts were installed, as un- der Charmoll, and all employees, whether on piece work or hourly rates, punched the same timeclock they had punched for Charmoll. There was some replacement of machinery over a period of time, but representing no more than the standard trade-in replacements of equipment common in the sewing industry. Also, Respondent added one new line of garment, a ladies' dress jacket resembling a car coat, under the label "Windset," but it was easily ab- sorbed in manufacture by the same employees doing the other garments using the same machines, with a small amount of on-the-spot retraining for a few of them. On May 6, 1975, when, pursuant to prearrangement with Vice President Conrad, the Union made its request of Re- spondent for recognition and bargaining, Respondent had 32 production and maintenance employees on the payroll, all of whom but one were former Charmoll employees. On June 15, Respondent had 62 production and maintenance employees on the payroll, 41 of whom, or 66 percent, were former Charmoll employees. On August 25, which was the peak of employment (between startup in March-April and the time of the hearing, October 1), since there had been a drop in production and employment in September, Re- spondent had 72 production and maintenance employees on the payroll, 44 of whom, or 61 percent, were former Charmoll employees. Thus at all times from startup to the time of the hearing, a substantial majority of Respondent's employees at the Amery plant were former Charmoll employees represented by the Union, and there was no change in the unit of em- ployees appropriate for bargaining, as well as no changes that could be said to affect the labor relations environment of the unit. Burns, supra, 406 U.S. at 280, footnote 4. 3. No good-faith doubt of Union' s representative status The Union was certified by the Board as the bargaining representative of the Charmoll Amery plant employees fol- lowing an election in 1968, and Charmoll and the Union entered into a collective-bargaining contract and renewals that were in effect when the transfer of the plant to Re- spondent took place on February 20, 1975. The contract had union-security and dues-checkoff re- quirements, and the Charmoll employees, other than the 30-60-day probationers, were members of the Union when Charmoll made known in December 1974 that it was about to give up its business operations at Amery. The Union suspended the obligation of the Charmoll employees to pay dues commencing in December and retained them as mem- bers in good standing. None of them resigned from the Union, and as a group they continued to hold meetings in Amery with the union representatives in February and March 1975, as well as two meetings in April 1975. Re- spondent through Vice President Conrad was fully aware of the past and current union relationships; in addition, in advance of the purchase of the plant, Charmoll President 522 DECISIONS OF NATIONAL LABOR RELATIONS BOARD Katz had informed Respondent President Vacanti, as the latter testified, of Charmoll's good relations with the Union, that Vacanti could expect them to continue for Re- spondent, and that Katz was sure the employees would vote for the Union. Simultaneously with informing the union representatives on February 25, 1975, that Respondent intended to retain the Charmoll employees, Respondent Vice President Con- rad embarked on contract negotiations with Union Repre- sentative Genis, specifically seeking modification of some of the contract terms of the Charmoll contract. The negoti- ations were continued by Genis mailing several revised contract pages to Conrad and meeting with him again on March 14 and April 4. From the April 4 meeting, also at- tended by Respondent President Vacanti and Union Agent Beguhl, it appeared that Conrad had obtained the contract revisions he wanted, that Vacanti heard an explanation of them without objection, and that the parties had agreed that there would be voluntary recognition of the Union, when production was in swing, and submission by the Union of the revised contract to the employees for ratifica- tion. The Union made its request for recognition on May 6, when production was well along with 32 employees at work, 31 of whom were former Charmoll employees. Re- spondent reversed its position on May 22, rejected recogni- tion of the Union as representative of the employees, and repudiated the contract revisions and agreement its vice president had negotiated. About the same time in May, if not prior to, Respondent installed in the shop, and paid for the time spent by, a grievance committee comprised of employees and manage- ment to deal with matters that the Union would normally take up with management for the employees. In the cir- cumstances, this was a blatant attempt by Respondent to undermine the Union as the representative of the employ- ees. The Union's status as certified representative of the em- ployees created the rebuttable presumption of the Union's continued majority status. Brooks v. N.L.R.B., 348 U.S. 96, 104 (1954); Burns, supra, 406 U.S. at 279, footnote 3. As stated in N.L.R.B. v. Wayne Convalescent Center, Inc., 465 F.2d 1039, 1043 (C.A. 6, 1972), "This presumption will bind a successor unless it demonstrates that the union no longer represents a majority of employees on the date of refusal to bargain, or that the refusal to bargain was grounded on a good faith doubt of the union's majority status." Respondent talked, but did nothing, about filing a peti- tion with the Board for a new election, which it might have done if it believed the Union no longer represented a ma- jonty of its employees, NL.R.B. v. Auto Ventshade, Inc, 276 F.2d 303, 307 (C.A. 5, 1960). Respondent's claim of a good-faith doubt of the Union's majority status rested on President Vacanti's statement that employees came to him to ask how they could get out of the Union. Respondent's contemporaneous bad-faith at- tempt to undermine and supplant the Union with an in- house grievance committee that it controlled negatives the claim of good-faith doubt, and makes Vacanti's statement self-serving. 4. The 8(a)(5) and ( 1) findings In sum, Respondent was the successor employer, and produced no evidence of good-faith doubt, nor did it rebut the presumption, of continued majority support for the Union among Respondent's employees. Respondent's re- fusal to bargain with the Union violated Section 8(a)(5) and (1) of the Act. The violation occurred whether the duty to bargain arose on May 6, 1975, the day of the union request for recognition, or thereafter through August 25, 1975, the day of peak employment," because at all times on and between those dates the employees of the predecessor employer, Charmoll, represented by the Union, constituted a substan- tial majority of the successor's employees, the request for bargaining was live, and Respondent had no basis for good-faith doubt of the Union's continuing majority status. Nevertheless, in my view the duty to bargain arose on May 6, 1975, for by that date, when Respondent's comple- ment of employees was practically entirely former Char- moll employees (31 out of 32), Respondent had provided ample evidence of its earlier expressed intent, expressed to the Union and to the Charmoll employees immediately af- ter the transfer of ownership occurred, that the Charmoll employees would constitute Respondent's work force, Burns, supra, 406 U.S. at 294-295, and see United Mainte- nance & Manufacturing Co., Inc., 214 NLRB 160 (1974). Indeed, concomitant with that intent, from the start of its ownership Respondent had also given evidence that it in- tended to assume the obligation of a successor employer by negotiating a contract with the Union between February 25 and April 4, 1975, which it thereafter repudiated and refused to enter. The date of the obligation to bargain is material because the parties litigated whether or not Respondent changed one of the terms of employment after the obligation to bargain arose without notice to or bargaining with the Union. The change was from the former hospitalization and related insurance policy provided for under the union contract with Charmoll to a new and different policy ob- tained by Respondent sometime after May 6. While the complaint did not specifically allege a viola- tion of Section 8(a)(5) and (1) by virtue of failure to consult or bargain over the (unilateral) change in the initial term or terms of employment by the successor, the matter is direct- ly related to the 8(a)(5) and (1) total failure to bargain charged to Respondent in the complaint, and proven. Since it is well established that, when an issue relating to the subject of a complaint is fully litigated at a hearing, the Administrative Law Judge and the Board are expected to pass upon it even though it is not specifically alleged to be an unfair labor practice in the complaint (Monroe Feed Store, 112 NLRB 1336, 1337 (1955) ), I deal with the issue here. Respondent was fully aware of the Charmoll contract provision for the insurance policy, and of the policy. In- 101 think it dubious that "peak" employment in an industry where, as here, employment fluctuates seasonally is the only meaning that can be given to "full complement of employees" used in Burns, supra, 406 U S at 295, as Respondent contends C.M.E., INC. 523 deed, at the April 4, 1975, meeting of Vacanti and Conrad (for Respondent) and Genis and Beguhl (for the Union), where the revised negotiated terms were described , Vacanti asked about the policy, and Beguhl provided him with the union brochure describing the insurance program and poli- cy, General Counsel's Exhibit 13. However, other than pro- viding the brochure, there was no discussion of the insur- ance or request or notice by Respondent regarding change, and Respondent permitted the preexisting policy to lapse in May by not paying the premium , and obtained its own policy without consulting or bargaining with the Union. Since the obligation to bargain with the Union arose on May 6, 1975, the obligation to consult or bargain with the Union before setting or altering initial terms of employ- ment matured at that time also. Denham Co., supra, deci- sion on remand 206 NLRB 659 (1973), reaffd. 218 NLRB 30 (1975); Bachrodt Chevrolet Co., 205 NLRB 784 (1973), enfd. 521 F.2d 324 (C.A. 7, 1975). By failing to honor this obligation, and by unilaterally instituting the change of in- surance policy after May 6, Respondent violated Section 8(a)(5) and (1) of the Act. CONCLUSIONS OF LAW 1. On February 20, 1975, Respondent acquired the Am- ery, Wisconsin, garment manufacturing plant of Charmoll and thereafter, for the purposes of the Act, became the successor employer in the manufacturing of garments at the plant. 2. A unit comprising Respondent's production and maintenance employees (as more particularly described in the recommended Order herein) was and is an appropriate unit for collective bargaining under Section 9 of the Act. 3. The Union was the exclusive bargaining representa- tive of the employees of said unit under the predecessor employer, Charmoll, with whom the Union had a collec- tive-bargaining contract on behalf of the employees, and the Union has continued to be the exclusive bargaining representative of the employees of the unit under Respon- dent as the successor employer. 4. By refusing to bargain with the Union at its request, Respondent has engaged in an unfair labor practice in vio- lation of Section 8(a)(5) and (1) of the Act. 5. By unilaterally changing the hospitalization and other insurance of the employees of the unit without prior notice to the Union or opportunity for bargaining by it, Respon- dent has engaged in a further unfair labor practice in viola- tion of Section 8(a)(5) and (1) of the Act. 6. These unfair labor practices affect commerce within the meaning of Section 2(6) and (7) of the Act. Upon the foregoing findings of fact, conclusions of law, and the entire record, and pursuant to Section 10(c) of the Act, there is hereby issued the following recommended: ORDER " Respondent, C.M.E., Inc., Amery, Wisconsin, its offi- cers, agents, successors, and assigns, shall: 1. Cease and desist from: (a) Refusing to bargain collectively with the Union, upon request, as the exclusive bargaining representative of the appropriate unit of its production and maintenance employees at Amery, Wisconsin, as described herein. (b) Instituting changes in insurance and other terms of employment unilaterally without prior notice and consulta- tion with the Union. (c) In any like or related manner interfering with, re- straining, or coercing employees in the exercise of their rights guaranteed under Section 7 of the Act. 2. Take the following affirmative action which will ef- fectuate the policies of the Act: (a) Upon request, bargain with the Union as the exclu- sive bargaining representative of the employees in the de- scribed appropriate bargaining unit of Respondent's pro- duction and maintenance employees at Amery, Wisconsin, with respect to rates of pay, hours, vacations, insurance, and other terms of employment. The following is a descrip- tion of the unit: All cutters, operators, shipping and receiving em- ployees, examiners, and all other related production workers, including maintenance, service and janitorial employees, employed by Respondent at its Amery, Wisconsin, facility, excluding executive personnel, ad- ministrative employees, and supervisors as defined in the Act. (b) Make whole the employees of said unit for any loss of benefits they may have suffered as a result of Respondent's unilateral institution of changed insurance or other terms of employment on or after May 6, 1975, with interest at 6 percent per annum, and continue such restitu- tion until such time as Respondent negotiates in good faith with the Union to agreement or to impasse. (c) Preserve and, upon request, make available to the Board and its agents for examination and copying all rec- ords concerning insurance, personnel, and other records necessary to ascertain the restitution due under the terms of this Order. (d) Post at the Amery, Wisconsin, plant copies of the attached notice marked "Appendix B." 12 Immediately THE REMEDY It will be recommended that Respondent cease and de- sist from its unfair labor practices; bargain collectively, upon request, with the Union; make restitution to the em- ployees of the unit for any loss of benefits suffered by vir- tue of the unilateral changes in the terms of the insurance; and post the notices provided for herein. 11 In the event no exceptions are filed as provided by Sec 102 46 of the Rules and Regulations of the National Labor Relations Board, the findings, conclusions, recommendations, and Order herein shall, as provided in Sec 102 48 of the Rules and Regulations, be adopted by the Board and become its findings, conclusions, and Order, and all objections thereto shall be deemed waived for all purposes 12 In the event that the Board's Order is enforced by a Judgment of a United States Court of Appeals, the words in the notice reading "Posted by Order of the National Labor Relations Board" shall read "Posted Pursuant to a Judgment of the United States Court of Appeals Enforcing an Order of the National Labor Relations Board " 524 DECISIONS OF NATIONAL LABOR RELATIONS BOARD upon receipt of said notice, on forms to be provided by the Regional Director for Region 18, Respondent shall cause the copies to be signed by one of its authorized representa- tives and posted, the posted copies to be maintained for a period of 60 consecutive days thereafter in conspicuous places, including all places where notices to employees are customarily posted. Reasonable steps shall be taken by Re- spondent to insure that said notices are not altered, de- faced, or covered by any other material. (e) Notify the Regional Director for Region 18, in writ- ing, within 20 days from the date of this Order, what steps Respondent has taken to comply herewith. APPENDIX A Respondent's Exhibit 4 lists 72 production and mainte- nance workers in the employment of Respondent (CME) on August 25, 1975. Of these, the following were former Charmoll employees: 1. Goldie Alfonso 2. Olive Anderson 3. Bonita Balog 4. Barbara Bottolfson 5. Gloria G. Breault 6. Violette M. Cicchesi 7. Karen E. Clover 8. Patricia Dosch 9. Leota Frederickson 10. Sandra Frederickson 11. Dianne Gamache 12. Edith Gamache 13. Arley B. Gilbertson 14. Florence Gille 15. Sylvia J. Hanson 16. Karen Hornick 17. Janet A. Johannsen 18. Alberta A. Johnson 19. Joyce L. Jones 20. Jennie M. Keller 21. Nellie M. Larson 22. Mailee J. Lehmann 23. Maria E. Loock 24. Henrietta Lynch 25. Iris J. Mara 26. Margaret McCurdy 27. Gladys B. McLean 28. Amy McMahon 29. Jerome Omernik 30. Joanne Omernik 31. Muriel Pankonien 32. Margaret Paulson 33. June Penard 34. Debora Schnell 35. Clara L. Sullivan 36. Robert Suthers 37. Bernard Swager 38. Bernadine Swager 39. Henrietta Swager 40. Nadine Vanderhoof 41. Alice Weaver 42. Ruby J. Wenberg 43. Ruth M. Wise 44. Susan Wise