Vulcan Trailer Manufacturing Co., Inc.

480 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Vulcan Trailer Manufacturing Co., Inc. and its alter- ego Vulcan Solid Waste, Inc. and its alter-ego Preferred Solid Waste Systems and its alter-ego the Vulcan Company and International Brother. hood of Boilermakers, Local Lodge 583. Case 10-CA-21706 31 March 1987 DECISION AND ORDER BY MEMBERS JOHANSEN, BABSON, AND STEPHENS On 8 December 1986 Administrative Law Judge William N. Cates issued the attached decision. Re- spondents Vulcan Trailer Manufacturing Company, Inc.`, Vulcan 'Solid Waste, Inc., and Preferred Solid Waste Systems filed exceptions.1 The National Labor Relations Board has delegat- ed its authority in this 'proceeding to a three- member panel. The Board has considered the decision and the record in light of the exceptions and has decided to affirm the judge's rulings, findings,2 and conclu- sions and to adopt the recommended Order as modified and set forth in full below.3 ORDER The National Labor Relations Board orders that the Respondents, Vulcan Trailer Manufacturing Co., Inc., and its alter-ego Vulcan Solid Waste, Inc., and its-alter-ego Preferred Solid Waste Sys- tems,, and its alter-ego The Vulcan Company, Bes- semer and , Montevallo, Alabama, their officers, agents, successors, and assigns, shall 1. Cease and desist from (a) Failing and refusing to grant the April 1986 wage increases called for in its 15 April 1985 to 14 April 1988 collective-bargaining agreement with the Union. ' The Respondents, in filing exceptions, did so without admitting they were proper parties and without waiving proper service of the charge, complaint, process, or jurisdiction. 2 The judge erroneously reported the case name of Ogle Protection Service, 183.NLRB 682 (1970), and the citation to Florida Steel Corp., 231 NLRB 651 (1977). Subsequent to the issuance of the judge's decision, Preferred ,filed a pe- tition for reorganization under Chapter 11 of the United States Bankrupt- cy Code, 1l U.S.C § 1101 et seq. We note that the Board's proceedings fall within the exceptions to the Bankruptcy Code's automatic stay provi- sions. See 11 U.S.C. § 362 (b)(4), (b)(5); J&B Smith Co., 280 NLRB 539 fn 2 (1986). 3 The judge included in Ins recommended Order a visitatorial clause authorizing the Board, for compliance purposes, to obtain discovery from the Respondent under the Federal Rules of Civil Procedure under the su- pervision of the United States court of appeals enforcing the Board's Order. In the circumstances of this case, we find it unnecessary to in- clude such a clause. We shall modify the judge's recommended Order ac- cordingly. Additionally, we shall modify the recommended Order and issue a new notice to conform more closely to the violations found. (b) Failing and refusing to abide by the terms and conditions - of its 'collective-bargaining agree- ment with the Union. (c) Threatening to refuse to recognize the Union as the exclusive representative of the employees in the appropriate unit set forth below, and threaten- ing employees with. unspecified reprisals if they participate in any National Labor Relations Board proceedings. (d) In any like or related manner interfering with, restraining,, or coercing employees in the ex- ercise of the rights guaranteed them by Section, 7 of the Act. 2. Take the following affirmative action neces- sary to effectuate the policies of the Act. (a) Recognize and, on request, bargain collec- tively with the Union as the exclusive bargaining representative of its employees in the following unit appropriate for the purposes of collective bar- gaining and abide by the terms of its collective-bar- gaining agreement with the Union. All production and maintenance employees employed by the Company at its Montevallo, Alabama facility, but excluding all office cleri- cal employees, guards, and supervisors as de- fined in the Act. (b) -Pay the April 1986 wage increases ,' called for in the collective bargaining agreement with the Union retroactive to the effective date set forth in the agreement. Such monetary amounts are to be computed in the manner set forth in the remedy section of the judge's decision. (c) Preserve and, on request, make available to the Board or its agents for examination and copy- ing, all payroll records, social security payment records, timecards, personnel' records and reports, and all other records necessary to analyze the amount of backpay `due under the terms of this Order. (d) Post at its facility in Montevallo, Alabama, copies of the attached notice marked "Appendix."4 Copies of the notice, on forms provided by the Re- gional Director for Region 10, after being signed by the Company's authorized representative, shall be posted by the Company immediately upon re- ceipt and maintained for 60 consecutive days in conspicuous places including all places where no- tices to employees are customarily posted. Reason- able steps shall be taken by the Company to ensure 'i If this Order is enforced by a judgment of a United States court of appeals, the words in the notice reading "Posted by Order of the Nation- al 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." 283 NLRB No. 74 VULCAN TRAILER MFG. CO. 481 that the notices are not altered, defaced, or cov- ered by any other material. (e) Notify the Regional Director in writing within 20 days from the date of this Order what steps the Respondents have taken to comply. APPENDIX NOTICE TO EMPLOYEES. POSTED BY ORDER OF THE NATIONAL LABOR RELATIONS BOARD An Agency of the United States Government The National Labor Relations Board has found that we violated the National Labor Relations Act and has ordered us to post and abide by this notice. Section 7 of the Act gives employees these rights: To organize To form, join, or assist any union To bargain collectively through representa- tives of their own choice To act together for other mutual aid or pro- tection To choose not to engage in any of these protected concerted activities. WE WILL NOT fail to grant the April 1986 wage increases called for in our 15 April 1985 to 14 April 1988 collective-bargaining agreement with the Union. WE WILL NOT fail and refuse to abide by the terms and conditions of our collective-bargaining agreement with the Union. WE WILL NOT threaten and refuse to recognize the Union as the exclusive representative of our employees in the unit described below. WE WILL NOT threaten our employees with un- specified reprisals if they participate in any Nation- al Labor Relations Board proceedings. WE WILL NOT ' in any like or related manner interfere with, restrain, or coerce you in the exer- cise of the rights guaranteed you by Section 7 of the Act. WE WILL recognize and, on request, bargain col- lectively with the Union as the exclusive bargain- ing representative of our employees in the follow- ing unit appropriate for the purposes of collective bargaining: All production and maintenance employees employed by the Company at its Montevallo, Alabama facility, but excluding all office cleri- cal employees, guards, and supervisors as de- fined in the Act. WE WILL abide by the terms of our collective- bargaining agreement with the Union, and WE WILL grant the wage increases called for in our collective-bargaining agreement with the Union retroactive to the date called for in that agreement. VULCAN TRAILER MANUFACTURING CO., INC. AND ITS ALTER-EGO VULCAN SOLID WASTE, INC. ANID ITS ALTER-EGO PREFERRED SOLID WASTE SYSTEMS AND TTS ALTER-EGO THE VULCAN COMPANY Virginia L. Jordan, Esq., for the General Counsel. C. V. Stelzenmuller, Esq. (Burr & Forman), of Birming- ham, Alabama, for Respondent. George C. Longshore, Esq., of Birmingham, Alabama, for the Union. DECISION WILLIAM N. CATES, Administrative Law Judge. This case was tried at Birmingham, Alabama, on 17 Septem- ber 1986.11 The charge in this case was filed by Interna- tional Brotherhood of Boilermakers 'Local Lodge 583 (the Union) on 25 April and amended on 6 June. The complaint, which issued on 9 June, was amended at trial. The complaint, as amended, alleges that Vulcan Trailer Manufacturing Co., Inc.2 (Trailer) and its alter-ego Vulcan Solid Waste, Inc. (Solid Waste) and its alter-ego Preferred Solid Waste Systems (Preferred Waste) and its alter-ego The Vulcan Company3 (Vulcan) are affiliated businesses with common ownership, common officers, common directors, common management, interrelated operations, and common control of 'labor, relations, and are by virtue of that relationship alter egos of each other and responsible for the unfair labor practices. 1 shall hereinafter refer to all the alter egos jointly as the Com- pany. The complaint alleges that all production and maintenance employees employed by the Company at its Bessemer, Alabama facility, but excluding all office cleri- cal employees, guards, and supervisors as ' defined in the Act constitutes a unit appropriate for the purposes of collective bargaining within the meaning of Section 9(b) of the' Act. It is alleged that the Union was certified on 12 February 1973 as the exclusive collective-bargaining representative of all the employees in the above-de- scribed unit and that the Union has been and is the repre- sentative of a majority of the employees in that unit. It is further alleged that since about 1973 the Company and the Union have been parties to successive collective-bar- gaining agreements with, the most recent agreement being effective from 15 April 1985 until 14 April 1988. It i All dates herein after are 1986, unless otherwise indicated, 2 The name of the Respondent appears as amended at trial. a Counsel indicates in his posttrial brief that no appearance is made on behalf of "The Vulcan Company" inasmuch as ii is not a corporation or legal entity separate from the other companies but is a fictitious name. Counsel filed an answer (without waiving proper service of the charges or complaint and without consenting to jurisdiction), participated in a pretrial conference, and filed a posttrial brief; however, neither he nor any representative of the companies appeared at the trial herein. Counsel asserts in his posttrial brief that Vulcan Trailer Manufacturing Co., Inc. and Vulcan Solid Waste, Inc. "elected" not to participate in,the teal, and that Preferred Solid Waste Systems had no notice of the hearing. 482 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD is alleged that-pursuant to the most recent collective-bar- gaining agreement the employees in labor grades 1, 2, and 3 were on 5 April to have received a 25-cent-an- hour wage increase. It is alleged that the Company failed and refused to grant the wage increases. It is also alleged that the Company has since about 15 April refused to abide by the terms and conditions of its most recent col- lective-bargaining agreement with the Union. The com- plaint' alleges that such failures on the part of the Com- pany violate Section 8(a)(5) of the Act. It is also alleged that the Company about 9 March, through its supervisor and agent, Stanley Gaines, threatened employees it would refuse to recognize the Union as the exclusive representative of the employees in the above-described unit. It is further alleged that the Company, through its supervisor and agent, Michael Skeya, about 28 April threatened employees it would take unspecified reprisals against them if they participated in any Board proceed- ings. The Company denies that Trailer, Solid Waste, and Preferred Waste are alter egos of each other and denies that any such- entity as Vulcan exists. The Company raised other affirmative defenses and denied the commis- sion of any unfair labor practices. All parties were af- forded full opportunity to appear, to examine and cross- examine witnesses, and to argue orally. Briefs, which have been carefully considered, were filed on behalf of the General Counsel . and the Company (specifically Trailer, Solid Waste, and Preferred Waste). On the entire record, including my observation of the witnesses and their demeanor, I make the following4 FINDINGS OF FACT 1. JURISDICTION It is admitted that Trailer is5 an Alabama corporation, with an office and place of business located at Bessemer, Alabama, where it is engaged in the manufacture of flat trailers, low-bed trailers, and log trailers. It is admitted that Trailer, during the past calendar year, purchased and received , at its Bessemer, Alabama location supplies valued in excess of $50,000 -directly from suppliers locat- ed outside the State of Alabama. Accordingly, I find Trailer :is an employer engaged in commerce within the meaning of Section 2(2), (6), and (7) of the Act. 4 The only witnesses to testify here, Jerry Chamblee and Hoover Wilson, were both called by the General Counsel. No witnesses were called by the Union and as is earlier indicated the Company did not appear at the trial. I carefully observed Chamblee and Wilson as they tes- tified, and they appeared to be attempting to describe the events about which they testified as honestly as possible. Their testimony is supported by other record evidence: Accordingly, I credit the uncontradicated testi- mony of Chamblee and Wilson. S'The Company in its answer and posttrial brief contends Trailer has been out of business since 6 March, 'but admits it was subject to the Board's jurisdiction at least until that date . The Company in its posttrial brief describes Trailer,, as a corporation undergoing reorganization in Chapter 11 bankruptcy proceedings. A decision on the alter ego status of the related companies will resolve all questions of jurisdiction. I note the Company in its answer, admitted that Solid Waste is, and has been for a number of years, an Alabama corporation. II. LABOR ,ORGANIZATION The complaint alleges, the evidence establishes, and it is admitted that the Union is a labor organization within the meaning of Section 2(5) of the Act. III. BACKGROUND AND OPERATIVE FACTS Trailer was founded in 1953 as a trailer repair/service company operated by and for the benefit of Deaton, Inc., a Birmingham, Alabama based trucking company.6 As a result of Trailer's repair expertise, it soon thereafter became an original manufacturer of specialty type trail- ers. In 1968 Deaton, Inc. moved its operations to Ensley, Alabama, and Trailer moved as well. In 1969 Deaton, Inc. and Trailer were acquired by Expeditor Systems, Inc. On 2 February 1973 the Board conducted a secret- ballot election among the production and maintenance employees of Trailer, and on 12 February 1973 the Board certified the Union as the collective-bargaining representative of those employees. Since approximately 1973 the parties have been parties to successive collec- tive-bargaining agreements.' - In 1978 Expeditor Systems, Inc. was- acquired by Old Dominion Freight Lines, a common carrier trucking company. In 1978 Trailer built a new, plant at Bessemer, Alabama, and moved 'into its new facility in December 1979. Trailer was purchased by and became a wholly owned subsidiary of Interstate Transportation Products and Sales Co. Inc. in 1963. Interstate Transportation Pro- duction and Sales Co., Inc. is in turn a wholly owned subsidiary of Meansco, Inc. Meansco, Inc. is owned by Walter Jurek (25-percent shareholder), Andrew Jurek (50-percent shareholder), and Owens -(25-percent share- holder). Andrew Jurek (A. Jurek) and Owens are the only directors of Trailer and they share responsibility for the management and operation' of Trailer. A. Jurek is re- sponsible for Trailer's operations and production, while Owens is responsible for the financial and accounting as- pects of the. Company. Preferred Waste was purchased by and is a part of Meansco's corporate -structure. Pre- ferred Waste was purchased from the Heil Company in the early part of 1984 so Trailer could and thereafter did manufacture solid waste disposal equipment. Preferred Waste was utilized-as the selling company for the solid waste containers that Trailer manufactured. Employee and Grievance Committee Chairman Jerry Chamblee (Chamblee) testified Trailer sold the solid waste disposal equipment under the name Preferred Waste or Solid 6 The background for Trailer as well, as the information on the corpo- rate structure of the various companies herein has been taken not only from the record testimony, but from the Modified Disclosure Statement and related documents filed by Trailer on 11, March in the United States Bankruptcy Court for the Northern District , of Alabama, Southern Divi- sion `in the matter of Vulcan 'Trailer Manufacturing Company, Inc., BK No. 85-3205 The Modified Disclosure Statement was signed by Trailer Treasurer John B. Owens (Owens). The court-filed documents may be used as evidence regarding the corporate structure of certain of the com- panies herein inasmuch as the documents constitute admissions by a party opponent within the meaning of Federal Rules of Evidence 801(dX2)(A) and/or (D). ' The lmost recent collective-bargaining , agreement was effective from 15 April 1985 until 14 April 1988, inclusive. VULCAN TRAILER MFG. CO. 483 Waste, but labeled it with the Trailer logo . For approxi- mately the past 2-1/2 years all the speciality trailers and solid waste disposal equipment manufactured by the companies has been manufactured by the production and maintenance employees that are represented by the Union. During the -April 1985 negotiations for the most recent collective-bargaining agreement, the Union asked Trailer if any new job classifications were needed as the produc- tion and maintenance employees manufactured the solid waste disposal equipment. Chamblee, who was one of the Union's 1985 -negotiating committee members , credi- bly testified: [W]e were talking about adding some language that would cover these [solid waste disposal] products and all by name. And . . . manager David Sullivan [who represented] the company at [the] negotiations .. told us the Preferred and Solid Waste, all those load loaders and compactors employees would be covered under the current contract. He said there was not need for any new language. He said all it is it's just a different product. He says it's not 'really a different company, just a different product. They're one in the same. And we at that point agreed not to add any other language." On 23 May 1985 Trailer filed for bankruptcy under Chapter 11, Title 11, of the United States Code "Bank- ruptcy Code." Trailer's original plan of reorganization was rejected. On 5 March Trailer filed a modified plan of reorganization with the Bankruptcy Court. The modi- fied plan of reorganization contained no provision con- cerning the collective-bargaining agreement between Trailer and the Union.9 The modified plan of reorganiza- tion, a liquidation plan, called for the transfer of all assets to Solid Waste after disbursement was made to adminis- trative creditors, secured creditors, and unsecured credi- tors.' ° Under the plan Solid Waste was to pay Trailer the fair market value for the property transferred to it. Additionally, the plan called for Solid Waste to move (with the Trailer assets) to a smaller location , merge with Preferred Waste, and produce solid waste disposal equip- ment as well as specialty trailers . On 21 May Bankruptcy Judge Fulford confirmed Trailer's modified plan of reor- ganization as summarized. Chamblee credibly testified that on 9 March (4 days after Trailer filed its modified plan of reorganization) Su- pervisor Stanley Gaines " (Gaines or Supervisor Gaines) 8 International Union Representative Hoover Wilson (Wilson) corrobo- rated Chamblee's testimony as outlined above. 8 Later, on 9 July Trailer applied to the Bankruptcy Court for an order approving the rejection of its collective -bargaining agreement with the Union. United States Bankruptcy Judge Clifford Fulford (Bankruptcy Judge Fulford) denied Trailer's application in an order dated 19 August. In re Vulcan Trailer Mfg. Co, Case 85-3205, United States Bankruptcy Court for the Northern District of Alabama, Southern Division. to Unsecured creditors were to receive 15 percent of Solid Waste's preferred stock 11 According to the undisputed and credited testimony of Chamblee, Games directed the work force in the fabrication department to include signing the employees' work forms and initialing their timecards : Gaines called the fabrication department employees around his desk and told them he had just come from a meeting with Plant Manager Michael Skeya and add ed: "[T]he company was planning on moving . And ... the union would not be welcomed to go ... that they didn't intend to put up with union problems ."' Chamblee asked why the Union was not going and Gaines told him he would have to ask Plant Manager Skeya that question. Gaines told the employees he did not know when the move would be accomplished. Chamblee testified he and Wilson met with Plant Man- ager Skeya on 13 March to discuss a third step griev- ance.12 After the grievance matter was discussed, Wilson asked Skeya if it was true that Trailer was planning on moving and if there was such a plan, would all the em- ployees be going, would the Union be welcome, and would there still be a pension plan for the employees. Plant Manager Skeya said, they were moving but they had no intention whatsoever of taking the Union with them to the new location. 'Skeya said the Company was having problems and had to take care of itsel f. Skeya told, Chamblee and Wilson that Trailer "had gone out of business . . . [that] ... there would be a new company" that "they were moving to Montevallo [Alabama] and the best qualified employees would be allowed to go with him but they would not take any union to Monte- vallo." -'Thereafter, on 9 April Wilson learned from Chamblee that Trailer's management was having "one-on-one" meetings , at the plant with unit employees. Wilson tele- phoned Plant Manager Skeya and asked about the meet- ings 'and asked Skeya if the Company was going to pay the contractually called for 5 April wage increases.13 Skeya acknowledged meeting with the employees and in- dicated the Company was not going to pay the wage in- creases called for in the collective bargaining agreement. Skeya agreed to meet with Wilson on 15 April to discuss matters. Plant Manager Skeya met with Wilson and Chamblee on 15 April in the conference room at the plant. Skeya again stated they would be taking the best qualified em- ployees with them to Montevallo, but added there would be no contract and no union there.' Skeya also said they would not pay the wage increases called for in the col- lective-bargaining agreement. Wilson testified: I questioned [Plant Manager Skeya] about continu- ing to represent the people , I told him I thought he was in violation and he said, no, there would be no union there; that they would have some sort of in- house union that he would talk with his employees could grant employees time off and had the authority to discipline them up to and including discharge . Other supervisors at the Bessemer location were Gary Marsh and Timmy Parker. la Skeya was not the highest level management representative at the Bessemer location. Owners Owens and A . Jurek had their offices there, with A. Jurek having overall responsibility for plant operations and Owens overseeing the financial and accounting aspects of the Company. 13 The parties' most recent collective-bargaining agreement (effective 15 April 1985 to 14 April 1988 inclusive), Exh. B, p. 30, calls for certain specifically set forth wage increases to be implemented by the Company on 5 April. 484 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD about [it] once he got there . . . I told him . . . I. thought he was wrong and I intended to file charges with the National Labor Relations, Board. Wilson testified that ended the conversation. He indicat- ed he had not had any further discussions with Plant Manager Skeya since that time. Wilson testified that union dues have not been checked off by the Company since March and he added the wage increases called for in the collective-bargaining agree- ment were never paid. Within a day or two of the above-described 15 April meeting between Skeya, Wilson, and Chamblee, Trailer employees were given a letter from A. Jurek and Owens dated 15 April and written on "Vulcan Solid Waste Sys- tems" stationery,14 that read in part as follows: Almost everyone has questions about who we are, who do I work for, the move from Bessemer, wages, vacations and the like. This will attempt to answer the most frequently asked questions. As of now, we, all work for Vulcan Solid Waste Systems, a company started two years ago in 1984. Any time you had with Vulcan Trailer will, howev- er, roll over to Vulcan Solid Waste. Vulcan Solid Waste is the same company that sells Transfer Trailers, Load Luggers and Compac- tors that have been made by Vulcan Trailer these past two years. Now, Vulcan Solid Waste has -become the manufacturer, too. In order to settle Vulcan Trailer's bankruptcy, the company agreed to liquidate its inventories and customer receivables. The money from this liquida- tion will be paid-to Vulcan Trailer creditors. A f ir- ther condition of the bankruptcy settlement requires that we vacate this plant-which was always too big for our needs. We intend to . continue manufacturing Vulcan Trailers because we have a 33 year history'of build- ing quality products for the trailer industry. The principal difference is that Vulcan Trailers will now be built by Vucan Solid Waste in a new plant. Same trailers-new plant. Trailer orders have reached the lowest point in the past ten years. We do not expect any further re- duction. In fact, we expect steady, perhaps increas- ing orders of the specialty trailers that earned Vulcan' an enviable reputation. We build a quality product. Oders for waste handling equipment, are extreme- ly promising. We plan to increase work and your job is secure. The new plant;, in Montevallo, is expected to be ready for occupancy in late April. We will be moving production first and then the office staff, There will be some obvious dislocations, in produc- tion which we hope to keep to a minimum. We also hope for maximum effort on everyone's part to complete the move smoothly and economically. If you've got some ideas on ways to save money, speak up now. We will be using some of the same equipment, fixtures, jigs, and so on that we have here, They will simply move with us. Wages at the new plant will continue at the present rate. Owing to the phase-out of the corpora- tion known as Vulcan Trailer Manufacturing Co., Inc., there is no contract between the present union and the new company. (The old company, Vulcan Trailer, ceased to exist as a wage payer in March by court order). Vulcan Solid Waste has no pension plan. We have no union, dues either, which is a substantial savings for you. All policies concerning vacation at Vulcan Trail- er will continue at Vulcan Solid Waste, and all time earned at Vulcan Trailer for vacations will roll for- ward to the new company. Finally, all employees with a year of service (either with, Vulcan Trailer or Solid ,Waste) will be given three personal holidays to use, with full, pay, any time they wish., , As is reflected elsewhere in this decision, the Union filed the charge giving rise to the instant case on 25 April. Chamblee testified, that when Trailer received its copy of the charge15 Plant Manager Skeya came out in the plant area with the charge and asked him what he knew about it. Chamblee told Skeya that Skeya knew as much about the charge as Chamblee did. Skeya asked what the charge was based on. Chamblee told him it was based on the things that he, Skeya, and Wilson had dis- cussed in their meeting on 15 April. Plant Manager Skeya told Chamblee he felt it would be in Chamblee's best interest if he did not get involved in the case. Chamblee told Skeya it was "a sticky situation" for him, but he intended to testify because he had been asked to, and he intended to tell the truth to the National Labor Relations Board. Skeya told Chamblee he understood the situation and ended the conversation. Chamblee testified that during April and May specialty trailer sales were "a little slack," but unit employees con- tinued to make solid waste disposal equipment. Chamblee stated they started moving to the new facility in Monte- vallo, Alabama, during the next few months. In that 14 The address on the stationery was 300 Industrial Parkway, Besse- mer, Alabama. The stationery reflects in trademark style that it was for- merly Heil Preferred Systems. 15 The return receipt for the 25 April charge reflects it was received at Trailer on 28 April. VULCAN TRAILER MFG. CO. regard Chamblee testified: "I believe it was the fitting and welding area that started to move first. They started breaking down their equipment and loading it on trucks to be shipped to ,Montevallo." Chamblee asserts produc- tion continued all during this transition time, but that it was at "Fa very light flow." Chamblee stated one section would keep working while other sections were broken down for the move to the new facility. Chamblee credi- bly testified the move to the new facility was complete around 1 August. Chamblee stated that 18 , of the 20 pro- duction and maintenance employees, and 11 of the 12 clerical employees employed at the new facility had been employed at the old Bessemer,, Alabama location and had simply transferred to the new facility. Chamblee, testified the same supervision that had been utilized at the Besse- mer location was utilized at the new facility, namely, Plant Manager Skeya and Supervisors Gaines, Parker, and Morris. Chamblee also stated that A. Jurek and Owens performed the same functions at the new facility that they had at the old Bessemer location . Chamblee testified that all the, equipment utilized at the new Mon- tevallo facility came from the old Bessemer location. Chamblee testified that some of the raw materials and supplies utilized at the new facility came from the old Bessemer location while others were delivered to the new location by the same suppliers that had supplied items at the old location. Chamblee stated the same prod- ucts-solid waste disposal equipment and specialty trail- ers-were, and still are, being built at the new facility that had been built at the Bessemer location.16 IV. GOVERNING PRINCIPLES, ANALYSIS, AND CONCLUSIONS In considering whether an alter ego relationship exists, the Board stated in O. Voorhees Painting Co., 275 NLRB 779 fri. 3 (1985), that the standards set forth in Fugazy Continental Corp., 265 NLRB 1301 (1982), enfd. 725 F.2d 1416 (D.C.' Cir. 1984), were the proper ones to apply. In Fugazy Continental Corp. the Board held at 1301: In determining, whether [one employer] is the alter ego of -[another employer]; we must consider a number of factors, no one of which, taken alone, is the sine qua non of alter ego status. Among these factors are: common management and ownership; common business purposes,- nature, of operations, and supervision; common premises and equipment; -common customers, i.e., whether the employers constitute "the same business in the same market;" as well as the nature and. extent of the negotiations and formalities surrounding the transaction.- We must also consider whether the purpose behind the creation of the alleged alter 'ego was legitimate or whether, instead, its purpose was to evade responsi- bilities under the Act. [Footnotes omitted.] The Fugazy Continental Corp., supra, standards appear to have been adopted from an array of earlier Board and 16 Additionally, Chamblee testified that from April until the date of the'trial herein he had received various paychecks from the Company some, for example, with the name Trailer crossed out and the name Solid Waste typed in and others from "The Vulcan Company." 485 court decisions, particularly Crawford Door Sales Co., 226 NLRB 1144 (1976). Not all of these indicia listed above need be present to find that an alter ego relationship exists. See, e.g., Blake Construction Co., 245 NLRB 630, 634 (1979), enf. granted in part and denied in part on other grounds 663 F.2d 272 (D.C. Cir. 1981). In examin- ing the question of common ownership in alter ego situa- tions, the Board only looks, for, "substantially -identical ownership." See, e.g., Advance Electric, 268 NLRB 1001, 1004 (1984). The Board-in All Kind Quilting, Inc., 266 NLRB 1187 fn. 4 (1983), noted that an alter ego relation- ship could exist even with no evidence of common own- ership being, present at all. Any employer that is found to be an alter ego of another is bound by any collective- bargaining agreement executed by the other. E. G. Sprin- kler Corp., 268 NLRB 1241 (1984), and NLRB v. Tricor Products, 636 F.2d 266, 269-270 (10th Cir. 1980). Applying the above standards and principles to the facts herein, I conclude that a preponderance of the evi- dence shows that each of the four companies named in the complaint, as amended, are alter egos of each other. Common ownership of these companies has been dem- onstrated. Meansco, Inc., which is owned by Walter Jurek and A. Jurek; and Trailer as well as Preferred Waste are owned by Owens. At certain relevant times Trailer manufactured and Preferred Waste sold the items produced by the companies. After the liquidation of Trailer was accomplished under the guidance of the Bankruptcy Court, Solid Waste became the companies' manufacturing arm and it,merged with Preferred Waste to continue to produce specialty trailers and solid waste disposal equipment. The employees - that had previously worked for Trailer began to be paid by Solid 'Waste and those same employees were informed by A. Jurek and Owens in writing that they, as of mid-April, worked for Solid Waste. Although the exact status of Vulcan is not clear in this record, it is being utilized as the company that pays the employees their wages.'" Simply stated, the three owners of Meansco, Inc. own Trailer, Solid Waste, Preferred Waste, and Vulcan, if Vulcan exists as a separate corporate entity. The evidence ,-is conclusive that A. Jurek was and/or is responsible for Trailer's, Solid Waste's, Preferred, Waste's, and Vulcan's oper- ations and production; and Owens was and/or- is respon- sible for the' financial and accounting aspects of those en- tities. Those two individuals' responsibilities are the same at the Montevallo facility as they had been at the Besse- mer location. Simply stated, the management structure of these entities has not changed from the beginning to the present. It is quite clear the -same business purpose has existed throughout, at Bessemer as well as at Montevallo. The nature of the operations, although smaller in size at Montevallo, is identical to that which had been,'at: the Bessemer location. Supervision for the various companies has been the same at both locations (namely, Plant Man ager Skeya and Supervisors Gaines, Marsh, and Parker). All the equipment used at the Montevallo facility was 17 If Vulcan is not a corporation or legal entity separate from Trailer, Sohd Waste, and Preferred Waste but is a "fictitious name" as contended by company counsel, then that matter can be resolved with the Board, adnumstratively, or at the compliance stage herein. 486 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD brought there from the Bessemer location. The custom- ers, throughout the history of the companies, have re- mained the same. Some of the raw materials and supplies used at the Montevallo facility were brought from the Bessemer location. Additional supplies and raw materials have been supplied by the same suppliers that previously serviced the Company at its Bessemer location. The em- ployees at the Montevallo facility-production and main- tenance as well as clerical-came almost exclusively from the work force at the Bessemer location. - Although there is some evidence that tends to suggest the owners of Trailer had legitimate reasons for estab- lishing certain of the alter egos, the evidence is over- whelming that they created the alter egos in order to evade their responsibilities under the Act. A number of factors persuade me that the owners of Trailer took the actions they did because of antiunion sentiments and in order to avoid their obligations under the collective-bar- gaining agreement with the Union. For example, Super- visor Gaines 1 s told the fabrication department employ- ees that Trailer was moving from Bessemer to Monte- vallo and the Union would not be welcome to go with it because they did not intend to put up with union prob- lems.19 Plant Manager Skeya told Wilson that Trailer was -going to move to its new location, and the Union would not be -welcome or recognized at the new location because the Company.had problems and had to take care of itself. Skeya told Wilson there would be no contract, no union, and no called-for wage increases at the new, lo- cation. Plant Manager Skeya also told Wilson the Com- pany would form its own in-house union at its new loca- tion. That Trailer took the actions it did in order to escape its obligations under the Act is also demonstrated by the fact it discontinued payment of union dues-check- off and refused to pay the contractually called-for wage increases even before the bankruptcy court approved its modified plan of reorganization. Instead of granting the contractually called for wage increases, Trailer trans- ferred its employees to the payroll of Solid Waste and then stated it had no obligation to pay the increased wages or deduct union dues. The bankruptcy court never ,granted Trailer's belated request to reject its col- lective-bargaining agreement with the Union. Based on all the above factors, I am persuaded that Trailer, Solid Waste, Preferred Waste, and Vulcan are all alter egos of each other and are all liable for all unfair labor practice violations found, herein.2 0 Inasmuch as the 18 The evidence clearly establishes that Gaines is a supervisor within the meaning of the Act. He had and exercised certain indicia of supervi- sory status For example, he directed the fabrication work force, granted time off, and disciplined employees up to and including discharge. 19 I find, as alleged in -the complaint,, that Games' remarks constituted a threat that the Company would refuse to recognize the Union as the exclusive bargaining representative of its production and maintenance employees. 20 Trailer's, Solid Waste's, and Preferred Waste's contention that due process was not afforded them because they were not all served with the charge and/or complaint ' herein is without merit. The record reflects service was perfected on Trailer. The Board has held that where a com- plaint and charge have been served on one alter ego it constitutes service on all entities found to be alter egos of the company receiving proper service of the relevant documents See Sturdevant Roofing Co, 238 NLRB 186, 188 (1978), enfd. in pertinent part 636 F.2d 271 (10th Cir 1980). Company (Trailer, Solid Waste, Preferred Waste, and Vulcan jointly) failed and refused about-5 April to grant the contractually called for wage increases, it violated Section 8(a)(5)'of the Act. Likewise, when the Company about 15 April failed and refused to abide by the terms of its most recent collective-bargaining agreement with the Union it also violated Section 8(a)(5) of the Act. Finally, I find Plant Manager Skeya threatened em- ployee Chamblee with unspecified reprisals when- he told Chamblee in late April after the Union had filed a charge with the Board that it would be in Chamblee's best inter- est not to get involved in the case. The remark was made by a high level member of management and oc- curred at a time when the Company was committing other unfair labor practices. No 'valid or justifiable reason was advanced or' suggested for Skeya's conduct. Accordingly, I find Skeya's comments violated Section 8(a)(1) of the Act. See S & R Sundries, 272 NLRB 1352 fn. 2 (1984). - CONCLUSIONS OF LAW 1. Vulcan Trailer Manufacturing Co., Inc., Vulcan Solid Waste, Inc., Preferred Solid Waste Systems, and the Vulcan Company (jointly the Company) are alter egos of each other and constitute an employer engaged in commerce -within the meaning of Section 2(2),, (6), and (7) of the Act. 2. International Brotherhood of Boilermakers, Local Lodge 583 is a labor organization within the meaning of Section 2(5) of the Act. 3. All production and maintenance employees em- ployed by the Company at its Montevallo, Alabama fa- cility, but excluding all office clerical employees, guards, and supervisors as defined in the Act constitute a unit appropriate for the purposes of collective bargaining within the meaning of Section 9(b) of the Act. 4. Since 12 February 1973 and at all times material, the Union has been the duly designated collective-bargaining representative of the employees in the above-described unit. 5. The Company violated Section 8(a)(5) of the Act by failing and refusing since about 5 April to grant the wage increases called for in its collective-bargaining agreement with the Union, and by failing and refusing since about 15 April to abide by the terms and conditions of its col- lective-bargaining agreement with the Union. 6. The Company violated Section 8(a)(1) of the Act when- about 9 March it threatened its employees that it would refuse to recognize the Union as the exclusive representative of its employees in the unit described above, and when about 28 April it threatened its employ- ees 'with unspecified reprisals if they participated in any Board proceedings. 7. The unfair labor -practices described above affect commerce within the meaning of Section 2(6) and (7) of the Act. THE REMEDY It having been found that the Company has engaged in certain unfair labor practices, I recommend that it be re- quired to cease and desist therefrom and take certain af- VULCAN TRAILER MEG. CO. 487 firmative actions necessary to effectuate the policies of the Act. Inasmuch as I have found the. Company violated the Act by failing and refusing to abide by the terms of col- lective-bargaining agreement with the Union, I shall rec- ommend that it be required to recognize and, on request; bargain collectively with the, Union as the exclusive bar- gaining representative of its employees in the appropriate unit described in this decision and that it abide by the terms of the collective bargaining agreement it has with the Union. Likewise, inasmuch as the Company violated the Act by failing and refusing to grant the April wage increases called for in its collective -bargaining agreement with the Union, I shall recommend the Company be or- dered to grant such wage ,increases retroactive to the ef- fective date set forth in the collective-bargaining agree- ment. Such monetary amounts are to be computed in ac- cordance 'with the Board's decision in We Protection Service, 183 NLRB 682 (1970), with interest thereon as prescribed in Florida Steel Corp., 231 NLRB 651 (1971). It is also recommended that the Company be ordered to post the notice to employees attached hereto as "Appen- dix" for a period of 60 consecutive days in order that employees may be apprised of their rights under the Act and the ' Company's obligation to remedy its unfair labor practices. [Recommended Order omitted from publication.]