Kirkwood Fabricators, Inc.

National Labor Relations Board - Board DecisionsJul 30, 1987

285 N.L.R.B. 33 (N.L.R.B. 1987)

KIRKWOOD FABRICATORS 33 Kirkwood Fabricators , Inc. and Local 27, Interna- tional Brotherhood of Boilermakers , Iron Ship- builders, Blacksmiths , Forgers & Helpers, AFL-CIO. Case 14-CA-18621 judge and orders that the Respondent, Kirkwood Fabricators, Inc., St. Louis, Missouri, its officers, agents, successors, and assigns, shall take the action set forth in the Order. 30 July 1987 DECISION AND ORDER BY CHAIRMAN DOTSON AND MEMBERS STEPHENS AND CRACRAFT On 4 February 1987 Administrative Law Judge Robert W. Leiner issued the attached decision. The Respondent filed exceptions and a supporting brief,' the General Counsel filed cross-exceptions and supporting brief, and the Respondent filed an answering brief. The National Labor Relations Board has delegat- ed its authority in this proceeding to a three- member panel. The Board considered the decision and the record in light of the exceptions and briefs and has decided to affirm the judge's rulings, findings, and conclusions, 2 to modify his remedy, 3 and to adopt the recommended Order.4 ORDER The National Labor Relations Boards adopts the recommended Order of the administrative law i The Respondent has requested oral argument. The request is denied as the record, exceptions, and briefs adequately present the issues and the positions of the parties 2 Chairman Dotson agrees with the judge's finding that the Respond- ent violated Sec 8(a)(5) of the Act by refusing to timely notify and bar- gain in good faith with the Union about the effects of closing its business and terminating its employees. In so doing, he finds the instant case dis- tinguished from his dissenting opinion in Metropolitan Teletronres, 279 NLRB 957 (1986) There he took the position that evaluating whether the Respondent's actions lessened or destroyed the Union's bargaining power required a look at all the surrounding facts and circumstances in- cluding the Respondent's economic situation, the composition of the work force, and the Respondent's postclosure conduct Applying that analysis to the instant case, Chairman Dolson notes that in contrast to the employer in Metropolitan Teletronics, the Employer here refused to bar- gam at any time about the effects of closing and deliberately concealed its plans to close for a full year in an attempt to prevent its employees from seeking greater economic certainty by taking jobs with other em- ployers. While the work force in Metropolitan was mostly unskilled em- ployees on whose behalf the union had no meaningful chance of extract- mg substantial bargaining concessions, the employees here were highly valued by the Respondent and prior notice in this case could have led to meaningful, bargaining over the effects of the Respondent's decision to close its business and terminate the employees. 2 In accordance with our decision in New Horizons for the Retarded, 283 NLRB 1173 (1987), interest will be computed at the "short-term Fed- eral rate" for the underpayment of taxes as set out in the 1986 amend- ment to 26 U S.C. Â§ 6621. Interest on amounts accrued prior to 1 January 1987 shall be computed in accordance with Florida Steel Corp., 231 NLRB 651 (1977). 4 The General Counsel's only exceptions urge modification of the rec- ommended Order to include a provision for a visitatorial clause authoriz- ing the Board, for compliance purposes, to obtain discovery from the Re- spondent under the Federal Rules of Civil Procedure under the supervi- sion of the United States court of appeals enforcing this Order Under the circumstances of this case, we find it unnecessary to include such a clause Stephen Smith, Esq., for the General Counsel. Kennard B. Woods, Esq., of St. Louis, Missouri, for the Respondent. Barry J. Levine, Esq., of St. Louis, Missouri, for the Union. DECISION STATEMENT OF THE CASE ROBERT W. LEINER, Administrative Law Judge. This matter was heard in St. Louis, Missouri, on 8 December 1986, on the General Counsel's 5 November 1986 com- plaint' which alleges, in substance, that Respondent, in violation of Section 8(a)(5) and (1) of the National, Labor Relations Act, failed to lawfully bargain over the effects of its decision to terminate its employees and sell its op- erations. Respondent's timely answer admitted certain al- legations, denied others, and denied the commission of any unfair labor practice. At the hearing, all parties were represented by counsel who were given full opportunity to submit evidence, to call and examine witnesses, and to argue on the record. At the close of the hearing, the parties elected to reserve the right to file posthearing briefs. Briefs, timely filed by Respondent and the General Counsel, have been duly considered. On the entire record, including the briefs, the transcript of testimony, and the documents in evidence, I make the.following2 FINDINGS OF FACT 1. RESPONDENT AS STATUTORY EMPLOYER Pursuant to the allegations of the complaint, as amend- ed at the hearing, Respondent's admissions , and the stipu- lations of the parties, I find ' that Respondent, Kirkwood Fabricators, Inc., a Missouri corporation, engaged in the business of fabricating steel plates and flanges, at all times prior to 4 June 1986 maintained an office and place of business in St. Louis, Missouri; that in the period 1 July 1985 through 4 June 1986, Respondent, in the course of its business operations, sold and shipped from its St. Louis facility products, goods, and materials valued in excess of $50,000 directly to points outside the State of Missouri; and, during the same period, pur- chased and received at the facility products, goods, and materials valued in excess of $50,000 shipped directly from points outside the State of Missouri. In the face of contrary allegations in the complaint, Respondent denies that since 4 June 1986 it is an employer engaged in com- merce within the meaning of Section 2(2), (6), and (7) of the Act because on that day it sold the assets of its busi- i The pleadings and stipulations of the parties demonstrate that the Union's underlying unfair labor practice charge was filed on 29 Decem- ber 1986 and actually received by Respondent on 21 November 1986. 2 There are no material issues of fact. 285 NLRB No. 3 34 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD ness , terminated its employees and all operations, and "went out of business." I conclude that Respondent's ac- tions on 4 June 1986 do not preclude the Board thereaf- ter retaining and asserting jurisdiction over the Respond- ent especially for its actions relating to statutory viola- tions occurring prior thereto. Were it otherwise, the Board would automatically be precluded from determin- ing whether conduct occurring before a "going out of business" constituted an unfair labor practice and if so, what the remedy, if any, should be. Furthermore, in spite of Respondent's pleaded denial of Board jurisdiction, its brief nowhere mentions the jurisdictional issue and, indeed, its brief asserts that the only issue in the case is the question of Respondent's alleged failure to lawfully engage in "effects" bargaining. I thus conclude that at "all material times," as the complaint alleges, Respondent is an employer within the meaning of Section 2(2), (6), and (7) of the Act and presently subject to the Board's jurisdiction. II. THE UNION AS A STATUTORY LABOR ORGANIZATION The complaint alleges, Respondent admits, and I find that at all material times, the above-captioned Local 27, International Brotherhood of Boilermakers (the Union) is a labor organization within the meaning of Section 2(5) of the Act. III. THE ALLEGED UNFAIR LABOR PRACTICE Respondent, a family business, commenced operations in 1946 and was incorporated in 1958. The majority stockholder, chairman of the board, and chief operating officer, Robert S. Farmer, and his son, Respondent Presi- dent Eric Farmer, are both admittedly statutory supervi- sors within the meaning of Section 2(11) of the Act. Since Respondent concedes that they have the power to bind Respondent in all its financial, business, and labor relations functions, I also find that they were and are Re- spondent's agents within the meaning of Section 2(13) of the Act (Tr. 45). In June 1986, Respondent employed 20 production and maintenance employees all of whom were represented by the Union. At all material times, The Greater St. Louis Steel Plate Fabricators' Association, an association of steel fab- ricator employers in the greater St. Louis area, has exist- ed and now exists, inter alia , for the purpose of repre- senting its members in collective bargaining with the Union. Since 1971, Respondent has been a member of the Association and has authorized it to bargain on behalf of Respondent with the Union concerning terms and condi- tions of employment of its production and maintenance employees. The current collective-bargaining agreement between the Association and the Union, binding Re- spondent, is for the period 18 June 1984 through 20 June 1987. The contract bargaining unit (G.C. Exh. 2), the as- sociationwide production - and maintenance employees, including Respondent's employees, constitutes an appro- priate bargaining unit (Tr. 63, 134-135).3 a No party has directly raised the issue of any "special circumstances" effect of Respondent's sale of all assets and termination of all production and maintenance employees on its status under the associationwide con- On 4 June 1986, Respondent notified its employees that it was ceasing operations at the close of that day (Wednesday), was permanently closed, and had sold its, assets to a new company. Chairman Farmer told the em- ployees that if they wished, they could apply for em- ployment with the purchaser on 6 June, the following Friday (Tr. 159). There is no allegation or proof that the purchaser has or had any prior business relationship with Respondent or that the purchaser has violated the Act or bears any remedial responsibility herein. (Tr. 159) Chair- man Farmer denied an intention to have Respondent resume operations. The employees were paid their wages, vacations, and contract benefits (Tr. 161). The General Counsel does not suggest the existence of any contractual requirement for Respondent to bargain re- garding the effects on terminating the business. On and after 4 June, Respondent's only address has been Chairman Farmer's home. On 7 July 1986 Respond- ent filed with the State of Missouri "Articles of [Corpo- rate] Dissolution." Chairman Farmer's Testimony Concerning the Termina- tion of Employees and the Sale of Respondent's Assets: Chairman Farmer testified that because of 2 years of poor business and a heart operation in, 1984 (Tr. 145) it was his decision to sell the business and have Respondent go out of business, that decision having been made about a year before the 4 June 1986 sale of assets and termina- tion of employees (Tr. 141); that by February or March 1986, he found a purchaser (Tr. 142); but that in the year between the time of making his decision to sell the assets and go out of business and the 4 June consummation of the sale (and termination of the employees) he did not unequivocally tell the employees of his decision or his engaging a broker to search for a buyer (Tr. 158); rather, he told them, about 5 months before the 4 June sale (Tr. 157), that he wanted to retire and sell the business to a buyer who would continue the business and keep the em- ployees (Tr. 158). The record shows that the Union had tract unit, Retail Associates, 120 NLRB 388 (1958). On the one hand, Re- spondent admits being bound by the terms of the Association's collective- bargaining contract (expiring 20 June 1987) until 4 June 1986 when Re- spondent terminated all employees and operations (Tr. 52-53). On the other hand , Respondent denies the appropriateness of the contract unit apparently only because it is explicitly unaware that the contract specifi- cally defines the unit (Tr. 58-59. G.C. Exh. 2, art H, sec 1). Respondent has failed to suggest why the associationwide contract unit is inappropri- ate in any other way. On the other hand , Respondent would admit the appropriateness of a unit composed of only Respondent's production and maintenance employees (Tr. 59). While not formally agreeing to Re- spondent's latter position, the General Counsel asserted that, for purposes of Respondent 's bargaining obligation, there was no material difference in the two units Under all the above circumstances , I need not determine whether only Respondent's own production and maintenance employees or the contract unit is the appropriate bargaining unit herein . Even if Re- spondent's midcontract, unilateral actions could create "special circum- stances" amounting to a lawful withdrawal from the Association , but see. Mor Paskesz Co, 171 NLRB 116 (1968), enfd. 405 F.2d 1201 (2d Clr. 1969), it would nevertheless be obligated, on this record, to bargain in good faith with the Union on behalf of its own production and mainte- nance employees since Respondent's production and maintenance em- ployees, still represented by the Union, presumably continue to constitute an appropriate unit. Cf. S. Freedman Electric, 256 NLRB 432 (1981), enfd 679 F.2d 873 (2d Or. 1981), Watson-Rummell Electric Co, 277 NLRB 1401 (1985) Here, Respondent has refused to bargain on "effects" in any unit KIRKWOOD FABRICATORS no knowledge of Farmer's statements to employees. He never notified the Union because, as he said, there was nothing in the contract requiring such notification (Tr. 157). He did not tell the employees or the Association of the decision to sell until the assets were already sold, until he "closed the deal" (Tr. 157). He kept particularly quiet about the negotiations in the 2 or 3 months before the sale (Tr. 158) because he did not want Respondent to lose its top employees (Tr. 157): he "wanted them to stay with the Company and so [we] didn't talk about it too much [until] we got together on a contract" (Tr. 157). He also refrained from notifying the Association and cus- tomers because he feared he might "queer the deal" (Tr. 167) and would lose his employees to competitors be- cause the news would have been "all over town real fast" (Tr. 167). The Union did not know of the decision to sell the assets and terminate operations until after the sale of assets and termination of employees was a fait accompli on 4 June. On 10 June 1986 the Union requested an op- portunity to bargain on effects. On 23 June 1986, Re- spondent refused the Union's request. Discussion and Conclusions Robert Farmer, age 73 , victim of a heart condition re- sulting in an operation in 1984, with a business losing money over a 2-year record , was under no obligation to bargain with the Union over his decision to go out of business by selling the assets . The record does not sug- gest that union animus or Respondent 's labor costs played any role in its decision . But even if they did, Re- spondent would be under no obligation to bargain when his capital participation ended . Compare: Textile Workers v. Darlington Mfg. Co., 380 U .S. 263 (1965), with Otis El- evator Co., 269 NLRB 891 (1984). While Respondent would apparently not dispute its obligation to bargain in a "meaningful manner and at a meaningful time" with the Union over the effects of a de- cision to close and relocate at another site, or similar qualified termination of business, Metropolitan Teletronics, 279 NLRB 957 (1986), it argues (Br. 1-2) that there is no obligation to bargain on "effects " when, as here, there is a sale of all assets and complete cessation of all business operations . The Board, in a case dispositive of the instant facts, has specifically held to the contrary : Interstate Tool Co.,4 177 NLRB 686, 687 (1969). In the instant case, Respondent purposefully refrained from informing the Union of its decision until after imple- mentation . Ordinarily, a crucial element of "meaningful bargaining" is timely notice to the Union of the decision, Metropolitan Teletronics , supra. This means notifying the union to permit meaningful "effects" bargaining before implementation ;, and concealing the decision until after the decision is implemented denies "the Union an oppor- tunity to bargain at a time when the Union retained at least,a measure of bargaining power." Metropolitan Tele- tronics, supra, citing Penntech Papers, 263 NLRB 264, A Interstate Tool, supra, holds that sale of the assets of an entire busi- ness with the termination of unit jobs creates a mandatory subject for ef- fects bargaining and permits a limited monetary remedy. It has recently been cited and followed: Morco Industries, 279 NLRB 762 (1986) 35 275, (1982), enfd. 706 F.2d 18 (1st Cir. 1983). The Board, at fn. 14 in Metropolitan Teletronics, observes: [A]bsent special justification, pre-implementation notice is required to satisfy the obligation to bargain over effects. The special justification cases, referred to in the foot- note in Metropolitan Teletronies, appear to include the failure of a trustee in bankruptcy to give preclosure notice because an "emergency situation" precluded ad- vance notice, Yorke v.-NLRB, 709 F.2d 1138, 1143-1144 (7th Cir. 1983), but to exclude a case where notice of the decision is given to the union a mere 3 days before scheduled termination, NLRB v. Transmarine Navigation Corp., 380 F.2d 933, 939-940 (9th Cir. 1967). In Blu- Fountain Manor, 270 NLRB 199, 207 (1984), the employ- er (Fountainhead) was held to have violated Section 8(a)(5) of the Act when, as here, it failed to timely notify the union of the impending sale of the business. In that case, unlike the instant case, the union had earlier actual- ly heard rumors from its members of an impending sale. The Board adopted the findng of the administrative law judge that such information did not constitute notice to the union. Other "special circumstances" cases involving a theft of the employer's entire business capital, National Termi- nal Baking Co., 190 NLRB 465 (1971), and the destruc- tion of the plant in a fire, Benchmark Industries, 269 NLRB 1096 (1984), nevertheless find violations of Sec- tion 8(a)(5) in the failure to bargain on the effects of a closedown even due to unforeseen catastrophic condi- tions leading to immediate closedowns and termination of operations. It is true that, in those cases, the Board did not direct the limited backpay remedy in Transmarine Navigation Corp., supra. The Board, in Benchmark Indus- tries, for instance, affirmatively ordered only effects bar- gaining . The rationale for not ordering the somewhat wider Transmarine remedy, including 2 weeks' backpay, in these catastrophe cases appears to be that in cases of sudden and catastrophic economic changes leading to cessation of operations, "there was no way to bargain about the effects of the closing before it occurred [be- cause] the union was never in a position of strength at a time when such bargaining could have taken place and there was thus no reason to issue a backpay award." Benchmark Industries, 269 NLRB 1096, 1099. But cf. Yorke v. NLRB, supra, in which, if after bankruptcy (the catastrophic situation), even minimal employee services are required, the Transmarine remedy, including back- pay, is directed, the Court rejecting the argument that the union had no bargaining power (the bankrupted em- ployer has no assets). The instant facts do not present a "special circum- stances" issue excusing the Transmarine remedy. On the instant facts, there is no, suggestion of catastrophic eco- nomic changes requiring a decision to immediately close down (rendering futile any effects bargaining because the union was never thereafter in a position of strength); rather, here, the decision to close down and sell the busi- ness was admittedly made a year before the consumma- tion of the actual sale of assets. Although (as in Blu- 36 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD Fountain Manor, supra) Chairman Farmer told employ- ees that he wanted to retire and sell the business to a buyer who would continue the business and keep the em- ployees, he diligently avoided telling the Union (which, in fact, remained ignorant until after implementation), the Association, and his customers. He kept this quiet not only because news thereof might "queer the deal," but specifically because he feared that if the news leaked out, he could not continue in business because, as he admit- ted, his competitors would Shire away his employees. His employees, of course, would clearly become vulnerable to competitors ' enticements because of their uncertain and unstable economic future if Respondent was immi- nently selling its business. Respondent was therefore intentionally keeping the Union (the employees' bargaining representative) in the dark for a full year after it had made its decision to sell the business especially because, if news leaked out, its business could suffer prior to actual sale because it might lose its employees who would attempt to avoid econom- ic uncertainty by fleeing to competitors. Chairman Farm- er's informal conversations concerning sale of the busi- ness with employees, as he stated, included the comfort- ing condition that he was looking for a buyer who would keep the employees. The employees, of course, have a substantial interest in protecting their livelihood, Blu-Fountain Manor, 270 NLRB at 207. In this most critical period, after the deci- sion and prior to implementation , when effects bargain- ing would have been most productive because the Union had bargaining power based on Respondent's continued need for employee services, Yorke v. NLRB, supra 709 F.2d 1143-1144, Respondent, fearful of adverse impact on its business, kept everyone-especially the Union-in ignorance so as to not lose its employees. While Chair- man Farmer 's strategy might well be sound business practice, it demonstrates a clear, continuous refusal to timely (i.e., preimplementation) notify and bargain in good faith with the Union concerning the effects of its decision to sell its business assets and cease operations, thus violating , as alleged , Section 8(a)(5) and (1) of the Act. Respondent's secrecy, its presentation of a fait ac- compli sale, its failure to ever notify the union of its de- cision, much less timely notify, and its 23 June refusal to bargain even at that late date, are the crux of the viola- tion, Metropolitan Teletronics, supra, thus rendering aca- demic the timeliness of any union request to bargain. The Union's 10 June request to bargain on effects, in any case, was timely. Cf. Benchmark Industries, 269 NLRB 1096, 1098. Respondent, by its studied silence with regard to timely notice to the Union, was seeking only to avoid adverse economic consequences (from loss of its employees) to itself. It manifested a disdain for "protect- ing its employees from the ravages of economic disloca- tion" by giving the Union an opportunity to bargain when Respondent still needed the employees, thus violat- ing its duty to timely notify and bargain . Yorke v. NLRB, supra : Blu-Fountain Manor, supra; Metropolitan Teletron- ics, supra . Respondent was under a statutory obligation to bargain on effects. Silence in its collective-bargaining agreement was no waiver of that statutory obligation to the Union. To the extent Respondent argues that the finding of a violation and, in any event, of a money remedy; by the Board would be unfavorably received by the courts of appeal or would be unconstitutional , such arguments must be made to the Board and courts of appeals, cf. Service Employees Local 399 (Delta Airlines) v. NLRB, 743 F.2d 1417 (9th Cir. 1984); rather than to me, Iowa Beef Packers, 144 NLRB 615 (1963). CONCLUSIONS OF LAW 1. Respondent Kirkwood Fabricators, Inc. is an em- ployer engaged in commerce within the meaning of Sec- tion 2(2), (6), and (7) of the Act. 2. Local 27, International Brotherhood of Boilermak- ers, Iron Shipbuilders, Blacksmiths, Forgers & Helpers, AFL-CIO is a labor organization within the meaning of Section 2(5) of the Act. 3. By refusing to timely notify and bargain in good faith with the Union about the effects of closing its busi- ness and terminating its employees , Respondent engaged in unfair labor practices within the meaning of Section 8(a)(1) and (5) of the Act. 4. The aforesaid unfair labor practices affect commerce within the meaning of Section 2(6) and (7) of the Act. THE REMEDY Having found, pursuant to Interstate Tool Co., 177 NLRB 686 (1969), that Respondent has engaged in unfair labor practices within the meaning of Section 8(a)(5) and (1) of the Act, I shall recommend that it be ordered to cease and desist therefrom and to take certain affirmative action designed to effectuate the purposes of the Act. Because Respondent has no place of business to post a notice to employees regarding violations and remedy, I shall recommend that Respondent be ordered to mail signed copies of the notice to the Union and to all Re- spondent's production and maintenance employees em- ployed on 4 June. Benchmark Industries, 269 NLRB 1096, 1099. Because Respondent sold all assets, closed its only place of business, and is now being dissolved, the creation of a preferential hiring list would be futile. Cf. Authentic Furniture Products, 272 NLRB 552 (1984). As a result of Respondent's unlawful failure to bargain about the effects of its cessation of operations, the termi- nated employees have been denied an opportunity to bar- gain through their collective-bargaining representatives at a time when Respondent might still have been in need of their services, and a measure of balanced bargaining power existed . Meaningful bargaining cannot be assured until some measure of economic strength is restored to the Union. A bargaining order alone, therefore, cannot serve as an adequate remedy for the unfair labor practice committed. Accordingly, I shall recommend that, in order to ef- fectuate the purposes of the Act, Respondent bargain with the Union concerning the effects on its employees of the closing of its operations, and shall order a limited backpay requirement designed both to make whole the KIRKWOOD FABRICATORS employees for losses suffered as a5 result of the violation and to recreate in some practicable mahliir a situation;i`I which the parties' bargaining is not entirely devoid of economic consequences for Respondent. Thus, Respond- ent shall pay employees backpay at the rate of their normal wages when last in Respondent's employ from 5 days after the date of the Board's Order until the occur- rence of the earliest of the following conditions: (1) the date Respondent bargains to agreement with the Union on those subjects pertaining to the effects of the closing of Respondent's operations on its employees; (2) a bona fide impasse in bargaining; (3) the failure of the Union to request bargaining within 5 days of the Board's Order, or to commence negotiations within 5 days of Respondent's notice of their desire to bargain with the Union; or (4) the subsequent failure of the Union to bargain in good faith; but in no event shall the sum to any of these em- ployees exceed the amount he or she would have earned as wages from 4 June 1986, the date that Respondent ter- minated the St. Louis, Missouri operations, to the time he or she secured equivalent employment elsewhere, or the date on which Respondent shall have offered to bar- gain, whichever occurs sooner; provided, however, that in no event shall this sum be less than these employees would have earned for a 2-week period at the normal rate of their normal wages when last in Respondent's employ. Interest on all such sums shall be paid in the manner prescribed in Florida Steel Corp., 231 NLRB 651 (1977). See generally Isis Plumbing Co., 138 NLRB 716 (1962). On these findings of fact and conclusions of law and on the entire record, I issue the following recommend- ed6 ORDER The Respondent, Kirkwood Fabricators, Inc., St. Louis, Missouri, its officers, agents, successors, and as- signs, shall 1, Cease and desist from (a) Failing and refusing to timely notify and bargain with Local 27, International Brotherhood of Boilermak- ers, Iron Shipbuilders, Blacksmiths, Forgers & Helpers, AFL-CIO as the exclusive bargaining representative of all of its St. Louis, Missouri production and maintenance employees, excluding all office and clerical employees, watchmen, professional and technical employees and su- pervisory employees. (b) In any like or related manner interfering with, re- straining, or coercing employees in the exercise of the rights guaranteed them by Section 7 of the Act. 2. Take the following affirmative action necessary to effectuate the polices of the Act. (a) Pay the terminated employees their normal wages for the period set forth in this recommended decision. 5 Transmartne Navigation Corp., 170 NLRB 389 (1968), Interstate Tool Co, 177 NLRB 686 (1969); Authentic Furniture Co, 177 NLRB 686 (1969), Handy Spot, Inc, 279 NLRB 1320 (1986) 6 If no exceptions are filed as provided by 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. 37 (b) On request, bargain in good faith with the Union as the- ,exi 1usi re bargaining representative of the employees specified above with respect to the effect on its employ- ees of the decision to terminate the operations in St. Louis, Missouri, and, if any understanding is reached, embody it in a signed agreement. (c) Preserve and, on request, make available to the Board or its agents, for examination and copying, all payroll records, social security payment records, time- cards, personnel records and reports, and all other records necessary to analyze the amount of backpay due under terms of this Order. (d) Mail an exact copy of the attached notice marked "Appendix"7 to the Union and to all production and maintenance employees employed by Respondent on 4 June 1986 in the above-described appropriate unit at the St. Louis, Missouri facility. Copies of said notice, on forms provided by the Regional Director for Region 14, after being duly signed by their authorized representa- tive, shall be mailed immediately on receipt thereof, as herein directed. (e) Notify the Regional Director in writing within 20 days from the date of this Order what steps have been taken to comply. 7 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 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 or- dered us to post and abide by this notice, WE WILL NOT fail and refuse to bargain with Local 27, International Brotherhood of Boilermakers, Iron Shipbuilders, Blacksmith, Forgers & Helpers, AFL-CIO, concerning the effects of our decision to close our St. Louis, Missouri facility on our production and mainte- nance employees. WE WILL NOT in any like or related manner interfere with, restrain, or coerce our employees in the exercise of the rights guaranteed them by Section 7 of the National Labor Relations Act. WE WILL, on request, bargain collectively with the Union as the exclusive representative of our production and maintenance employees, concerning the effects of our decision to close our St. Louis, Missouri facility on our employees, and reduce to writing any agreement reached as a result of such bargaining. WE WILL pay the employees who were employed at the above facility their normal wages for a period speci- fied by the National Labor Relations Board, plus interest. KIRKWOOD FABRICATORS, INC.