Wiljef Transportation, Inc.

710 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Wiljef Transportation, Inc. and Chauffeurs, Team- sters, Warehousemen and Helpers Local Union No. 135, a/w International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, AFL-CIO. Case 25-CA- 19640 September 13, 1990 DECISION AND ORDER BY CHAIRMAN STEPHENS AND MEMBERS CRACRAFT AND DEVANEY On April 23, 1990, Administrative Law Judge John H West issued the attached decision The Re- spondent filed exceptions and a brief, and the Gen- eral Counsel filed limited cross-exceptions and a brief, to which the Respondent filed a reply brief The National Labor Relations Board has delegat- ed its authority in this proceeding to a three- member panel The Board has considered the record in light of the exceptions and briefs, and has decided to affirm to judge's rulings, findings, and conclusions, 1 and to adopt his recommended Order ORDER The National Labor Relations Board adopts the recommended Order of the administrative law judge and orders that the Respondent, Wiljef Transportation, Inc , Gas City, Indiana, its officers, agents, successors, and assigns, shall take the action set forth in the Order Because our agreement with the Judge's reason for finding that the Respondent violated Sec 8(aXI) by threatening a termination of oper- ations if the employees chose to unionize, the Board finds It unnee..viary to pass on the General Counsel's exception that the Respondent's con- duct should also have been found unlawful on the ground that its threat was made in reference to what the General Counsel alleges would be a partial closing having a chilling effect on the Sec 7 rights of employees of Hi-way Dispatch, Inc , which with the Respondent constituted a single, integrated entity Mark Dabertin, Esq and Robert Droker, Esg , for the General Counsel James Hanson, Esg (Scopehtis, Garvin & Wickes), of Indi- anapolis, Indiana, for the Respondent Stephen Chestnut, Esq , of Indianapolis, Indiana, for the Charging Party DECISION STATEMENT OF THE CASE JoHN H WEST, Administrative Law Judge This case was tried at Marion, Indiana, on August 24, 1989, pursu- ant to a charge filed on November 21, 1988, and a com- plaint which was issued on January 4, 1989, and amend- ed on August 24, 1989 The complaint alleges that Re- spondent, Wiljef Transportation, Inc , violated Section 8(a)(1) of the National Labor Relations Act (Act), m that it interrogated its employees regarding their union activi- ties and sympathies, and threatened its employees with termination of the Respondent's business operations if they chose the Union or any labor organization as their collective-bargaining representative A timely answer was filed by Respondent in which it demes violating the Act as alleged Upon the entire record, including my observation of the demeanor of the witnesses, and after due consider- ation of the bnefs filed by General Counsel and the Re- spondent, I make the following FINDINGS OF FACT I JURISDICTION Respondent, an Indiana corporation, maintains its prin- cipal office and place of business at Gas City, Indiana, where it provides truckdnvers and tractors to United Cartage Co (United), which holds intrastate and inter- state motor common carner authonty 1 The complaint alleges, the Respondent admits, and I find that at all times matenal, Respondent has been engaged in com- merce within the meaning of Section 2(2), (6), and (7) of the Act The amended complaint alleges, the Respondent admits, and I find that the Chauffeurs, Teamsters, Ware- housemen and Helpers Local Umon No 135, a/w Inter- national Brotherhood of Teamsters, Chauffeurs, Ware- housemen and Helpers of America, AFL-CIO (Union), is a labor organization within the meanmg of Section 2(5) of the Act II ALLEGED UNFAIR LABOR PRACTICES Facts At the outset of the heanng, General Counsel and the Respondent stipulated to the following facts (it Exh 1) 1 On or about November 12, 1988, at or about 2 p m, Respondent held a voluntary meeting of em- ployees at its terminal facility located in Gas City, Indiana 2 Respondent's employees who attended the vol- untary meeting included Respondent's president, William Krevda, Respondent's terminal manager, Garry Whirl, Respondent's salesman, Rick Stanley, Respondent's three dispatchers, and approximately 35 of Respondent's drivers, mechanics, and office clencal personnel 3 Employees in attendance at the meeting were informed by Mr Krevda of a corporate dissolution policy passed by Respondent's Board of Directors on February 23, 1979 Mr Krevda read aloud the following corporate resolution, which had been adopted as a corporate bylaw Section 2—Corporate Dissolution Wiljef Trans- portation, Inc hereby expresses as a matter of In other words, Wilier, as an agent to a motor common carrier (United), leases certain equipment and drivers to United MIA in turn, receives a percentage of the gross revenue generated on the loads It han- dles 299 NLRB No 109 WILJEF TRANSPORTATION 711 corporate policy that operations will cease and the corporation will be dissolved in the event of unionization of its employees As hereby author- ized by the Board of Directors, this by-law may be announced to the employees of Wilief Trans- portation, Inc at any time deemed appropriate by the Board 4 After reading the by-law to the employees, Mr Krevda stated that it remained a part of the corporate minutes of Respondent and that it was not the result of anything that had happened recent- ly 5 Mr ICsevda repeated his announcement and read the text of the corporate by-law again at the request of employees who had arrived late at the meeting 6 There was no further discussion regarding the corporate by-law at the meeting General Counsel and the Respondent also stipulated that a petition for an election was filed in Case 25-RC- 8655 on November 21, 1988, that the election was held on January 8, 1989, that the Union lost the election by a vote of 31 to 19, and that the results of the election were certified by the National Labor Relations Board (Board) Additionally, General Counsel and the Respondent stipulate& to the shareholders, directors, officers, and supervisory personnel, as set forth in appendices A, B, and C, of United, the Respondent, and Hi-way Dispatch, Inc (Hi-Way), respectively, General Counsel's Exhibits 4(a), 4(b), and 4(c), respectively, that Respondent derives over 50 percent of its revenue for services that it per- forms for Umted, that United has no separate employees, that Hi-Way has an organized unit of drivers and me- chanics which total over 100 employees, that Wilief leases its facility from United, that Respondent's law firm also represents United and Hi-Way in some matters, that the people named Bove and the people named Marcuc- celli m the aforementioned shareholder lists are cousins, and that the Marcuccelli Trust was created by the will of the father of Thomas and James Marcuccelli Four witnesses testified at the trial General Counsel called two of the witnesses and the Respondent called the other two The first witness called by General Coun- sel was Terry Hill, who was an employee of the Re- spondent He testified that on November 10, 1988, sometime in the afternoon, he went to the office of Wil- liam Krevda, Respondent's president, to find out how management felt about the union organizing campaign which was taking place at that time, that he "believed" that Krevda asked Garry Whirl, the terminal manager, to come mto the office, that he "believed" that he asked what would happen to the drivers if they elected to have the Union represent them, that he "believed" that Whirl said that everyone would lose their job stating "[1]t would be my job, your job everyone's job", that he "believed" that Whirl referred to a decision reached by 2 While Respondent's counsel stipulated to the accuracy of these facts, he did not agree to their adnussibihty Hill was employed by the Respondent from October 1986 until March 1989 company representatives in 1979 that the Company would close if any umon or outside help came in, that at the conclusion of this meeting Whirl told him that he could call Whirl at home or they could meet if there was anything that Hill wanted to tell him, and that he told counsel for General Counsel before the trial that Whirl told him to come to the office and that Whirl asked him what he knew about the Union 4 On cross-examination, Hill testified that he did not know about the company policy regarding closing in the event of unionization prior to the November 10 meeting Robert Lee Anacker, a business representative for the Union, testified that the Union filed a request to proceed to the election in spite of the fact that the unfair labor practice charge had been filed, and that the Union has represented certain of the employees of Hi-Way for over 10 years The first witness called by the Respondent, ICrevda, testified that Respondent pays $1900 a month to United for the facility it rents from Umted, that United is incor- porated, that Umted is owned by Hi-Way, which is an- other motor carrier, that by law Respondent is required to have United's sign and operating authority number on the tractors which Respondent owns and operates under lease to United, that 75 percent of United's loads, on a mileage basis, are handled in intrastate commerce in Indi- ana, that he and his brother Jeff formed Wiljef, s that, except for Mary Jane Krevda-his mother-the sharehold- ers listed on Appendix B hereto became part owners of Respondent when it needed to raise capitol, that Jeff sold his shares to his mother, that only two of the sharehold- ers are employed by Respondent, he and his mother, that he has known Tom and Jim Marcuccelli for years with the former teaching him in high school and both of them coaching him in a high school sport, that Bill Peterson, who formerly worked for a trucking company owned by ICrevda's father and uncles, and who at the time worked for Hi-Way, introduced Krevda to Frank and Tony Bove, that he did not believe that Hi-Way has Indiana intrastate authority, that Hi-Way does not control who Respondent hires or fires, that Respondent's dispatchers only handle Umted's loads, that Hi-Way does not dis- patch Respondent's drivers, that Respondent has about 60 people working for it, 6 that there is no interchange of employees or equipment with Hi-Way, that Respondent and Hi-Way are separate companies, that Umted supplies the trailers which Respondent uses, that Hi-Way does not operate out of the same facility as Respondent and Hi-Way has a different telephone listing, that neither Hi- Way nor Respondent has control over the labor policies of each other, that Respondent maintains its own inde- pendent bank accounts, profit-and-loss statements, and other financial records, that only Respondent controls its own expenditures, advertising, and pricing, that Re- 4 Subsequently Hill testified that on November 10 no one asked him what be knew about the union attempt 6 Krevda pointed out that the company name came from a combination of his and his brother's first names 6 In November 1988 this would have consisted of 35 full-time drivers, 3 part-time dnvers, 8 mechanics, 3 dispatchers, 2 clericals, a safety direc- tor, other supervisory personnel, the dispatch supervisor, the maintenance supervisor, and a salesman 712 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD spondent has its own Federal I D number, files its own tax returns, and is responsible for paying its own taxes, that Respondent's drivers are not paid the same percent- age as Hi-Way's, that he was not aware of any orgatuz- mg efforts going on at Respondent when he met with Hill, that Whirl came into his office and asked him if he, Whirl, and Hill could speak with hun, that Whirl left Krevda's office and returned with Hill, that as Hill en- tered his office, he, Hill, said "its a sad day for the com- pany, we'll all be hanging our heads low", that when he asked Hill what he meant, Hill said that two-thirds of Respondent's dnvers had signed up for the Union and four drivers were passing out cards, that Hill said that he wanted nothing to do with the Union, that Hill's testimo- ny regarding what was said about Respondent closmg was generally what was said at this meeting, that neither he nor Whirl asked Hill what his union sympathies were, and that Hill offered to let management know what he heard about unionization but neither he, Krevda, nor Whirl asked him to do this On cross-examination Krevda testified that when the involved bylaw was adopted in 1979 the board of direc- tors consisted of those listed in Appendix B hereto, that a majority of the shares of Respondent are owned by in- dividuals who are either owners or officers of Hi-Way, that Hi-Way owns United and if United canceled its con- tract with Respondent, it would not have the authority to operate unless and until it was able to obtain its own authority, that the lease for the facility can be terminated with 30 days notice, that Peterson, as a vice president at Hi-Way, has an office and he has the power to hire and fire, that Peterson, as vice president at Respondent, does not have an office and while he visits Respondent's premises, he acts only m an advisory capacity, sharing his knowledge but not telling Krevda how to run the busmess, that Respondent does not try to compete with Hi-Way in that when it solicits a shipper's traffic it finds out from the shipper who is presently handling the traf- fic and if it is Hi-Way, Respondent no longer solicits the traffic, that on November 10 Hill asked whether Re- spondent would close and Whirl looked to him, Krevda, to answer the question and he did, that he did not re- member exactly what he said to Hill, that when Hill said that two-thirds of the drivers had signed cards and four drivers were passing out cards he, Krevda, wondered why, that he did not remember whether he asked Hill why this was happening but he did remember Hill telling them what the problems were, that Hill indicated that he did not want the Union "[a]nd he wanted to give [management] whatever information he had m order to keep it from happening", that he did not remember Hill indicating that he had signed an authorization card and he was sorry he did it, that he believed that Hill might have mentioned that some of the drivers were unhappy with forced dispatch, that Hill suggested that a company meeting be held, that Whirl told Hill during this meeting that he should not come into the office, that dunng the time it has been in business, Respondent has purchased a total of 25 used tractors from Hi-Way, and that at the time of the trial Respondent had 60 tractors And on redirect Brevda testified that Respondent vol- untarily paid fair market value to Hi-Way for the used tractors, that it has purchased used tractors from other companies, that it has turned down used tractors offered to it by Hi-Way, that 10 of the 60 tractors it now owns and operates were once owned by Hi-Way, that Hill sug- gested that a company meeting be held with the employ- ees, that he did not believe that Hill, during their No- vember 10 meeting, indicated that he signed an authori- zation card, that Hi-Way is a party to the National Master Freight Agreement which has provisions which prohibit wholly owned, mdependently operated subsidi- aries from competing with its parent union company and this is the reason, for the most part, why Wiljef handling the freight for United, which is wholly owned by Hi- Way, does not compete with Hi-Way, that pursuant to the mstructions of counsel, he never asks Peterson for advice regarding hiring, firing, or paying drivers since Peterson works at HiWay, and that the agreement which Respondent has with United to lease tractors to United is renewable every 2 years Whirl testified that he has been employed by the Re- spondent since August 2, 1976, that he became terminal manager in about 1980, that on November 10, 1988, Hill approached him and said that he, Hill, had to speak to him and Krevda, that he asked Krevda if he could speak to Hill, that he brought Hill to Krevda's office, that as Hill entered the office he said that it was a bad day, people were joining the Union, people were passing out cards, that he, Whirl, then said "don't those people real- ize that if this happens we'll close the doors because its company policy", that Hill asked Krevda if this was true and he responded that it was, that Hill said that a meet- ing of all ternunal employees was needed, that during this conversation he did not ask Hill what his or other employees union sympathies were, that Hill did not indi- cate that he had signed a union card, that Hill asked them during this meeting if they wanted to be kept up on what was going on regarding what the dnvers were doing and he, Whirl, said "if you want to call, call but don't come in here", and that he did not ask Hill to report back On cross-examination Whirl testified that he did not remember knowing that the drivers were solicit- ing authorization cards before Hill met with him and Krevda, that he felt positive that he did not ask Hill what he knew about the Union, and that he did not recall forced dispatch coming up during their discussion with Hill Whirl further testified that anytime there was a union rumbling drivers would come to him on an indi- vidual basis and ask him about the company policy and he would tell them that there is a bylaw which says that the company will be nonunion, that when the bylaws were passed there was not a union organizing drive going on, and that the first rumblings of union organiz- ing occurred 3 years after Respondent started in busi- ness Analysis Regarding the allegation in the complaint dealing with interrogation, General Counsel, on brief, indicates that "the testimony that Hill gave at the hearing may conced- edly call into question whether or not he was subjected to unlawful interrogation" Hill was not a reliable ' WILJEF TRANSPORTATION 713 ness His testimony, as summarized above, demonstrates that he himself was not willing to unequivocally testify that Respondent's management asked him about his union activities and/or sympathies This allegation of the complaint will be dismissed As stipulated and as testified to, Respondent an- nounced the above-described bylaw to the employees before the election was held On brief, General Counsel contends, as here pertment, 7 that this bylaw is nothing more than a thinly veiled threat of retaliation against em- ployees if they engaged in union activities, as opposed to the memorialization of a lawful corporate decision, that in contrast to the announced closing in Textile Workers v Darhngton Co, 380 U S 263 (1965), the bylaw at issue provides no plans for actually discontinuing business op- erations nor was there any evidence whatsoever of such plans put forward at the hearing, that the only action that the bylaw authorizes is its announcement to the em- ployees "at any time deemed appropriate," which is as- sertedly consistent with General Counsel's position that the bylaw represents a threat of closure, rather than a firm decision to close, that the Darlington Court specifi- cally noted that nothing m its opinion "would justify an employer's interfering with employee organizational ac- tivities by threatening to close his plant" Darlington, at 275, that threats of plant closure have long been recog- nized by courts and the Board as one of the most effec- tive means of undermining union support during an elec- tion, and that such threats have been described by the Board as hallmark violations which are highly coercive and have a lasting effect on employees Respondent, on bnef, argues that the question in- volved here, whether an employer may communicate a prior decision made by its board of directors to close its business in the event of unionization, was settled many years ago in Darlington and NLRB v Gissel Packing Co 395 U S 575 (1969), that the Court in Darlington at 274 fn 20, stated the employer's rights as follows Nothing we have said in this opimon would justify an employer's interfering with employee organiza- tional activities by threatening to close his plant, as distinguished from announcing a decision to close al- ready reached by the Board of Directors or other man- agement authority empowered to make such a decision We recognize that this safeguard does not wholly remove the possibility that our holding may result in some deterrent effect on organizational activities independent of that ansmg from the closing itself An employer may be encouraged to make a defini- tive decision to close on the theory that its mere an- nouncement before a representation election will discourage the employees from voting for the union, and thus his decision may not have to be im- plemented Such a policy is not likely to occur, however, except in a marginal business, a solidly successful employer is not apt to hazard the possi- bility that the employees will call his bluff by 'General Counsel advances other arguments but in view of the con- clusions reached herein It is not necessary to treat them in depth Briefly, in my opinion General Counsel did not demonstrate that the closing in question would be a partial closing which would have a chilling effect voting to organize We see no practical way of eliminating this possible consequence of our holding short of allowing the Board to order an employer who chooses so to gamble with his employees not to carry out his announced intention to close We do not consider the matter of sufficient significance in the overall labor management relations picture to require or justify a decision different from the one we have made [Emphasis added ] That although the Act places certain restrictions on what an employer may or may not say with respect to union- ism, Section 8(c) of the Act embraces and firmly estab- lishes the concept that an employer has a free speech right to communicate its view to employees regarding umomsm by stating The expression of any views, arguments or opinion or the dissemination thereof, whether in written, printed, graphic or visual form, shall not constitute or be evidence of an unfair labor practice under any of the provisions of this Act, if such expression con- tains no threat of reprisal or force or promise of benefit, that the Court in Gissel, at 618, discussed the scope of the employer's free speech as follows Thus, an employer is free to communicate to his employees any of his general views about unionism or any of his specific views about a particular union, so long as the communications do not con- tain a threat of reprisal or force or promise of bene- fit He may even make a prediction as to the precise effects he believes unionism will have on his compa- ny In such a case, however, the Prediction must be carefully phrased on the basis of objective fact to convey a management decision already arrived at to close the plant in case of unionization, That the Court m Gissel, at 618 and 619, further ex- plained its analysis of employer's predictions on plant closing by stating the following Conveyance of the employer's belief, even though sincere, that unionization will or may result in the closing of the plant, is not a statement of fact unless, which is most improbable, the eventuality of closing is capable of proof, That the facts of this case fit squarely within the scope of lawful employer speech as stated in Darhngton and Gissel, that here the objective fact of the eventuality of plant closing is clearly capable of proof in that the 1979 corporate bylaw states that Wiljef will cease operations and close in the event of unionization, and that Whirl and Krevda did not threaten Wiljef employees with re- prisal or force but rather they merely stated the fact that the Board of Directors had made a decision 10 years ear- her that Wiljef would cease operations and be dissolved in the event of unionization Respondent's argument is interesting With respect to the last of the above quoted portions of Gissel, Respond- ent, in effect, argues that it has made the improbable 714 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD probable simply by having its board of directors adopt a corporate bylaw which calls for the dissolution of the corporation in the event of unionization Nonetheless, regarding the first above-quoted portion of Gissel, the Court, immediately after citing Darlington, at 618, in support of the emphasized portion of the quote, states If there is any implication that an employer may or may not take action solely on its own initiative for reasons unrelated to economic necessity and known only to him, the statement is no longer a reasonable prediction based on available facts but a threat of retaliation based on misrepresentation and coercion, and as such without the protection of the First Amendment The factual situation in Darhngton dealt with postelec- tion action taken because of unionization 8 It did not in- volve the future, namely a prediction or "a management decision already arrived at to close the plant in case of umomzatton " (Emphasis added ) Gissel, at 618 Regard- ing Darlington, at fn 20, obviously statements which have no actual bearing on the issues involved in the case are °biter dictum Also, while the Court indicated in the note that certain actions are possible, it did not specifi- cally indicate that such actions necessarily would be lawful Darhngton is not on point After a union has won the election, to then decide irrevocably and to then close a plant is one thing It is quite something else to decide to close before the condition precedent occurs, namely the union winnmg the election, and then attempt to pre- clude the condition from occurring by using the decision to close as a club against employees While it is not con- tended that the postelection decision in Darhngton was anything other than irrevocable, what would make a preelection decision to close in case of unionization ir- revocable? Has Respondent herein demonstrated that its decision was irrevocable? In my opinion it has not Assertedly Respondent relies on selected portions of the Court's language in Darhngton, 9 at fn 20 and on the language it quotes in Gissel at 618 Such asserted reliance is misplaced, however, to the extent that it involves obiter dictum or language in Gissel which is taken out of context As noted above, the pertinent language in Gissel, at 618 is the sentence which is found on page 618 thereof immediately after the Darhngton cite It bears repeating It reads as follows ° The Court specifically stated at 274 "We hold here only that when an employer closes his entire business, even if liquidation is motivated by vindictiveness toward the union, such action is not an unfair labor prac- tice" ° If conduct such as that engaged in by Respondent is lawful, what is to stop any employer from incorporating such language in its employee manual? And with all due respect to the Court regarding fn 20 in Dar- lington, a definitive decision to close in case of unionization, which deci- sion is announced before a representation election, need not be Irrevoca- ble What is to stop the employer from changing his mmd once he has lost the election') In those circumstances, would a Board finding that the announcement was unlawful because he changed his mind be other than academic° Certainly, neither the union nor the Board would insist that since the union won the election, the employer should go out of business If there is any implication that an employer may or may not take action solely on his own initiative for reasons unrelated to economic necessities and known only to him, the statement is no longer a reasonable prediction based on available facts but a threat of retaliation based on misrepresentation and coercion, and as such without the protection of the First Amendment As alleged, Respondent violated Section 8(a)(1) of the Act by threatening its employees with the termination of Respondent's business operations if they chose the Union or any other labor organiza- tion as their collective-bargaining representative CONCLUSIONS OF LAW 1 The Respondent is an employer engaged in com- merce within the meaning of Section 2(2), (6), and (7) of the Act 2 The Union is a labor organization within the mean- mg of Section 2(5) of the Act 3 Respondent engaged in an unfair labor practice within the meaning of Section 8(a)(1) of the Act by threatening its employees with termination of its business if they chose the Union or any other labor organization as their collective-bargaining representative 4 The aforesaid unfair labor practice is an unfair labor practice affectmg commerce within the meaning of Sec- tion 2(6) and (7) of the Act THE REMEDY Having found that Respondent has engaged in an unfair labor practice, it will be directed to cease and desist from engaging in such conduct and take affirma- tive action, more fully described below, designed to ef- fectuate the policies of the Act Respondent will be directed to remove the involved bylaw and post an appropriate notice to employees On these findings of fact and conclusions of law and on the entire record, I issue the following recommend- ed1 0 ORDER The Respondent, Wiljef Transportation, Inc , Gas City, Indiana, its officers, agents, successors, and assigns, shall 1 Cease and desist from (a) Threatening employees with termination of Re- spondent's business operations if they choose the Union or any other labor organization as their collective-bar- gaining representative (b) In any other like or related manner interfering with, restraining, or coercing employees in the exercise of their right to self organization, to form, jom, or assist labor organizations, to bargain collectively through rep- resentatives of their own choosing, and to engage in 10 If no exceptions are filed as provided in Sec 102 46 of the Board's Rules and Regulations, the findings, conclusions, and recommended Order shall, as provided in Sec 102 48 of the Rules, be adopted by the Board and all objections to them shall be deemed waived for all pur- poses WILJEF TRANSPORTATION 715 other concerted activities for the purpose of collective bargaining or other mutual aid or protection, or to re- frain from any and all such activities 2 Take the following affirmative action necessary to effectuate the policies of the Act (a) Remove the involved bylaw which contains the above-described unlawful threat (b) Post at its Gas City, Indiana facility copies of the attached notice marked "Appendix D " 11 Copies of the notice, on forms provided by the Regional Director for Region 25, after being signed by Respondent's authorized representative, shall be posted by Respondent immediate- ly on receipt and maintained for 60 consecutive days in conspicuous places, including all places where notices to employees are customarily posted Reasonable steps shall be taken by the Respondent to ensure that the notices are not altered, defaced, or covered by any other materi- al (c) Notify the Regional Director in writing within 20 days from the date of this Order what steps the Re- spondent has taken to comply " 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" APPENDIX A UNITED CARTAGE COMPANY, INC Shareholders Hi-Way Dispatch, Inc Directors Frank Bove William Krevda Fred Lostutter Officers Frank Bove—President William Krevda—Vice President Fred Lostutter—Secretary-Treasurer APPENDIX B WILJEF TRANSPORTATION INC No of Shares-200 total shares Shareholders 20 William Peterson 40 William Krevda 25 Anthony Bove, Jr 25 Frank Bove 25 Thomas Marcuccelh 25 James Marcuccelli 4() Mary Jane ICrevda Directors William Peterson William Krevda Anthony Bove, Jr Frank Bove Thomas Marcuccelli James Marcuccelh Officers William ICrevda—President, Treasurer William Peterson—Vice President, Secretary Supervisory Personnel William Krevda—General Manager Garry Whirl—Terminal Manager Doug Davis—Dispatch Supervisor Rick Wallace—Maintenance Supervisor Charles Wheeler—Safety Director (till October 3, 1988) Phil Smith—Safety Director (smce October 3, 1988) APPENDIX C HI-WAY DISPATCH, INC No of Shares-700 total shares Shareholders 76 Frank Bove 42 Thomas Marcuccelli 42 James Marcuccelli 32 Bernadine Wallace 56 Anthony Bove, Jr 31 Jean Ann Palmer 1 Kathy Zumot 2 Ralph Marcuccelli 10 Thomas Bove 10 Elena Bove 80 Guy Bove 60 Dolores Bove 150 Marcuccelli Trust 8 Anthony Bove, Sr Directors Frank Bove Thomas Marcuccelli James Marcuccelli Anthony Bove, Jr Guy Bove Anthony Bove, Sr Officers Frank Bove—President Anthony Bove, Jr —Vice President William Peterson—Vice President Willard Mattox—Secretary Stan Miller—Asst Secretary Guy Bove—Treasurer Supervisory Personnel Donald Reynolds—Driver Robert Bryan—Driver Ancil Harron—Garage 716 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD George Davis—Garage Tom Aguilar—Dispatch APPENDIX D 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 nghts To organize To form, join, or assist any union To bargain collectively through representatives of their own choice To act together for other mutual aid or protec- tion To choose not to engage in any of these protect- ed concerted activities WE WILL NOT threaten you with termination of our business operations if you choose Chauffeurs, Teamsters, Warehousemen and Helpers Local Union No 135, a/w International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, AFL-CIO, or any other labor organization as your collective-bargain- ing representative WE WILL NOT in any like or related manner interfere with, restrain, or coerce our employees m the exercise of their rights to self-organization, to join or assist Chauf- feurs, Teamsters, Warehousemen and Helpers Local Umon No 135, a/w International Brotherhood of Team- sters, Chauffeurs, Warehousemen and Helpers of Amer- ica, AFL-CIO, or any other labor organization, and to engage in other concerted activities for the purposes of collective bargaining or other mutual aid or protection, or to refrain from any and all such activities WE WILL remove and expunge the involved corporate bylaw which threatens the termination of our business if we are unionized WILJEF TRANSPORTATION, INC