Banknote Corp. of America

National Labor Relations Board - Board Decisions

Dec 16, 1994

315 N.L.R.B. 1041 (N.L.R.B. 1994)

1041
315 NLRB No. 155
BANKNOTE CORP. OF AMERICA
1 All dates are in 1990, unless otherwise stated.
2 The Respondent also announced that ABN would close on April
13, that applications would be given to all employees then working
for ABN, and that the Respondent would be operational on April 19.
Banknote Corporation of America and Graphic
Communications International Union, Local
119B-43B, New York and New York Lithog-
raphers & Photoengravers Union, #1-P,
G.C.I.U. and District 15, International Associa-
tion of Machinists & Aerospace Workers. Cases
2–CA–24304, 2–CA–24371, and 2–CA–24500
December 16, 1994
DECISION AND ORDER
BY MEMBERS STEPHENS, DEVANEY, AND
BROWNING
On March 3, 1992, Administrative Law Judge D.
Barry Morris issued the attached decision. The Re-
spondent, the General Counsel, and Charging Party
Graphic Communications International Union, Local
119B-43B, New York, filed exceptions and supporting
briefs; the Respondent and the General Counsel filed
answering briefs; and the Respondent filed a reply
brief.
The National Labor Relations Board has delegated
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 briefs and has de-
cided to affirm the judge’s rulings, findings, and con-
clusions and to adopt the recommended Order.
We agree with the judge’s finding that the Respond-
ent is the legal successor to American Bank Note
Company (ABN) within the meaning of NLRB v.
Burns Security Services, 406 U.S. 272 (1972), and that
the three historical units which the Charging Party
Unions claim to represent constitute appropriate units
for bargaining. Specifically, we find that the Respond-
ent failed to show that the changes that it made in the
operation of the plant rendered inappropriate the three
longstanding units at issue here. We also agree with
the judge’s conclusion that the Respondent was not a
‘‘perfectly clear’’ successor to ABN within the mean-
ing of Burns, and therefore was free to set initial terms
and conditions of employment prior to its April 19,
1990 hiring of ABN’s former employees. On that date,
however, a bargaining obligation had attached with re-
spect to any subsequent changes the Respondent
wished to make in terms and conditions of employ-
ment. Accordingly, we find that the Respondent vio-
lated Section 8(a)(5) and (1) of the Act by unilaterally
changing terms and conditions of employment on
about April 23, 1990, without affording the Charging
Party Unions an opportunity to bargain about the
changes.
I. FACTUAL BACKGROUND
On December 15, 1989, Francois-Charles Oberthur,
through its subsidiary, Respondent Banknote Corpora-
tion of America (BCA), entered into a purchase agree-
ment to acquire ABN’s Ramapo facility in Suffern,
New York. The sale of ABN’s Ramapo facility was
completed on February 27, 1990,1 and the Respondent
began operations at the plant on April 19.
At the time of the acquisition, the Ramapo plant em-
ployed about 100 production employees who were rep-
resented in separate units by 11 unions, including the
three Charging Party Unions.
On March 23, the Respondent sent a letter to all 11
unions stating that the Respondent intended to attempt
to hire its initial work force from the employees cur-
rently working at the Ramapo facility, but that it was
not making a commitment to recognize the Unions or
be bound by their collective-bargaining agreements
with ABN. This letter expressly disavowed a March 1
letter from ABN’s director of human resources to
Charging Party Lithographers Local 1-P stating that
the Respondent intended to recognize the Unions at
Ramapo and to be bound by the collective-bargaining
agreements. We find that the March 23 letter ade-
quately disavowed the comments attributed to ABN’s
management official. The March 23 letter stated that
the ABN official was not an agent of BCA and had
no authority to make such a commitment on behalf of
BCA.
On April 11, the Respondent met with representa-
tives of all the Unions and informed them that it would
not honor the collective-bargaining agreements with
ABN. Martin Ferenczi, the Respondent’s president, ad-
vised the Unions’ representatives that the Respondent
intended to have a more flexible operation with respect
to the jobs that employees would perform, and that it
would cross-train employees so that they would be
able to perform various functions. Ferenczi also told
the Unions that health benefits presently in effect
would continue for a period of 60 days.2 Fernczi did
not discuss any other terms and conditions of employ-
ment during the April 11 meeting with the Unions.
On April 16, the Respondent interviewed 102 job
applicants, all former ABN employees. All the em-
ployees who testified at the hearing were asked about
the interviews. Their testimony was limited to the fol-
lowing.
Machinist Augustine Leone testified that the Re-
spondent said nothing to him during his interview
about vacation, sick leave, or holidays. He testified
that flexibility was mentioned, and that he was told
that employees would do things other than their own
basic jobs. Machinist Jaroslaw Sawaryn testified that
he was told that there would be job flexibility and that
he would be asked to do different things. Machinist
1042 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
3 Royal Vending Services, 275 NLRB 1222, 1222–1228 (1985).
4 The judge also found that the aforementioned changes in employ-
ment terms and conditions were instituted after the Respondent’s
duty to bargain took effect, and therefore, the Respondent could not
rely on the commonality of hours, benefits, and other terms to show
that the three separate units in question were inappropriate.
Shop Steward Salvatore Manitone said he was told
nothing about benefits in the interview.
Platefinishers Robert Whelan and Gerard Lindsey
recalled no discussion of holidays, vacation, sick leave,
or other benefits during their interviews. Lindsey re-
called that the interviewers mentioned that hours might
be longer and that the Company would like to have
more flexibility in terms of jobs. Photoengraver Luz
Ruiz testified she was told during the interview that
the salary and benefits would be the same.
The only employees hired by the Respondent were
approximately 50 of these former ABN employees.
They began working for the Respondent on April 19,
along with four former ABN supervisors. These em-
ployees comprised the Respondent’s entire work force.
On about April 23, the Respondent unilaterally
changed the employees’ terms and conditions of em-
ployment, with the result that as of that date all em-
ployees worked the same hours, participated in the
same pension, vacation, and sick pay plans, received
the same health and welfare benefits, and observed
new company holidays. The three units at issue in this
case encompass 14 employees. Graphic Communica-
tions Local 119-43B claims to represent nine employ-
ees classified as ‘‘general workers’’ who work in the
printing department; Lithographers Local 1-P claims to
represent three photoengravers who work in the en-
graving department; and Machinists District 15 claims
to represent two other employees who work in the en-
graving department. The Respondent has recognized
two other unions as the bargaining representatives of
employees who are in the engraving department. These
two recognized unions are Printers and Engravers
Local 28-58, which represents 10 employees, and ALA
Local 1, which represents 6 employees.
II. THE JUDGE’S DECISION
The judge found, and we agree, that after the Re-
spondent took over the operation of the Ramapo facil-
ity from ABN, the same employees produced the same
products, in the same plant, with the same equipment,
in the same jobs, and by the same methods. He con-
cluded, therefore, that the Respondent was the legal
successor to ABN.
The judge properly noted that under Burns, supra,
the Supreme Court made it clear that a successor is
normally entitled to set the initial terms and conditions
of employment on which it will hire the predecessor’s
employees. He further noted, however, that in cases
where the successor plans to retain the predecessor’s
employees, and makes no mention of changes of em-
ployment conditions, the Board requires the successor
to bargain concerning initial terms and conditions of
employment.3 The judge found that the only changes
in terms and conditions of employment which were an-
nounced prior to hiring the employees were a desire
for flexibility in terms of job functions, and that the
health benefits in effect at that time with ABN would
continue for a period of 60 days. The judge thus con-
cluded that the Respondent was required to bargain
concerning any changes in other terms and conditions
of employment. Accordingly, the judge found that by
unilaterally changing terms and conditions of employ-
ment on April 23, without affording the Unions a
chance to bargain about the changes, the Respondent
violated Section 8(a)(5) and (1).
The Respondent had contended, inter alia, that it
was not the legal successor to ABN because the three
units involved in this case were no longer appropriate
in view of changes the Respondent made in the organi-
zation of production processes and the duties of the
employees. The Respondent argued that throughout its
discussions with the Unions it announced its intention
to introduce job flexibility and overlap, and that the
duties of the employees in the three units at issue had
changed significantly.
Although the judge acknowledged that under the Re-
spondent’s operation certain employees fill in for em-
ployees in other departments, he concluded that this
was a result of the reduction in size of the work force,
and that employees in the three units perform the same
duties they previously performed for ABN.4 The judge
noted that while changes in working conditions may
have been casually mentioned in some employee inter-
views, by no means were all or most of the employees
specifically told before they were hired of any definite
changes. In fact, the judge found that the employees
were told that things would be about the same. The
judge held that the three Charging Parties remained the
bargaining representatives of the employees in each of
the three respective units.
III. DISCUSSION
The General Counsel and the Charging Parties have
excepted to the judge’s failure to find that the Re-
spondent is a ‘‘perfectly clear’’ successor to ABN
within the meaning of Burns, supra, 406 U.S. at 294–
295, with an obligation to bargain with the Unions be-
fore setting initial terms of employment. We find no
merit in these exceptions.
The Board held in Spruce Up Corp., 209 NLRB 194
(1974), enfd. on other grounds 529 F.2d 516 (4th Cir.
1975), that even if a successor employer indicates a
willingness to hire a majority of its employees from
the ranks of the predecessor’s employees, it is not
1043BANKNOTE CORP. OF AMERICA
5 We agree with the judge, and our dissenting colleague does not
dispute, that all of the other legal prerequisites for successorship are
satisfied in this case. We also agree with the judge’s finding that the
only initial terms and conditions set by the Respondent were those
announced to the Unions’ representatives at the April 11 meeting.
Contrary to our dissenting colleague, we find that the Respondent’s
inconsistent and generally vague statements to various employees in
their prehire interviews were insufficient to provide notice of addi-
tional initial terms and conditions of employment.
6 Fraser & Johnston Co., 189 NLRB 142, 151 fn. 50 (1971), enf.
granted in relevant part and denied in part on other grounds 469
F.2d 1259 (9th Cir. 1972).
‘‘perfectly clear’’ that it will be a successor if, at the
same time, it informs those employees that it does not
intend to adopt the terms and conditions of employ-
ment which had prevailed under the predecessor. As
the Board explained in Spruce Up:
When an employer who has not yet commenced
operations announces new terms prior to or simul-
taneously with his invitation to the previous work
force to accept employment under those terms, we
do not think it can fairly be said that the new em-
ployer ’plans to retain all of the employees in the
unit,’ as that phrase was intended by the Supreme
Court. The possibility that the old employees may
not enter into an employment relationship with
the new employer is a real one. 209 NLRB at
195.
That is the situation presented in this case. Although
in its March 23 letter to the Unions the Respondent
stated its ‘‘intention to attempt to hire its initial work
force from among the employees currently working at
the Ramapo facility,’’ this letter also effectively an-
nounced that it would be instituting new terms and
conditions of employment. Specifically, the Respond-
ent’s statements in the March 23 letter disavowing the
notion that the Respondent had agreed to be bound by
the terms and conditions of the ABN collective-bar-
gaining agreements and declaring that the Respondent
had ‘‘not made any such commitments’’ put the em-
ployees on notice that the Respondent would be mak-
ing changes in the employment terms of the prede-
cessor. In our view, the Respondent’s statements in the
letter convey to the predecessor’s employees the mes-
sage that the Respondent would not be adopting the
predecessor’s terms and conditions of employment.
Thus, simultaneous with its stated intention to retain
the predecessor’s employees, the Respondent an-
nounced new terms and conditions of employment.
Subsequently, specific anticipated changes were com-
municated to the Unions and to three of the prospec-
tive employees at their interviews. Under these cir-
cumstances, we conclude that the Respondent was not
a ‘‘perfectly clear’’ successor under Burns, and that its
bargaining obligation did not attach until it hired the
employees on April 19.
Critical to a finding of successorship is a determina-
tion that the bargaining unit of the predecessor em-
ployer remains appropriate for the successor em-
ployer.5 In Burns, supra, the Supreme Court found that
the successor employer (Burns) was obligated to bar-
gain with the union that represented the employees of
the predecessor (Wackenhut). The Court observed
however: ‘‘It would be a wholly different case if the
Board had determined that because Burns’ operational
structures and practices differed from those of
Wackenhut, the Lockheed bargaining unit was no
longer an appropriate one.’’ Id. at 280. The Board’s
longstanding policy is that ‘‘a mere change in owner-
ship should not uproot bargaining units that have en-
joyed a history of collective-bargaining unless the units
no longer conform reasonably well to other standards
of appropriateness.’’ Indianapolis Mack Sales & Serv-
ice, 288 NLRB 1123 fn. 5 (1988). As noted by the
judge, the Board has consistently held that long-estab-
lished bargaining relationships will not be disturbed
where they are not repugnant to the Act’s policies.6
The Board places a heavy evidentiary burden on a
party attempting to show that historical units are no
longer appropriate. See Columbia Broadcasting Sys-
tem, 214 NLRB 637, 642–643 (1974) (‘‘compelling
circumstances’’ must be shown before the Board will
disturb a historical unit).
We find that the Respondent has not sustained its
burden of showing that the Charging Parties’ historical
units no longer are appropriate separate units. The
sketchy testimony of the six employees above, as well
as several inconclusive documents purporting to show
the switch in job duties, are the only evidence support-
ing the Respondent’s contention that the three units are
now inappropriate for bargaining. Contrary to our dis-
senting colleague’s position, we do not find this proof
to be sufficient to overturn well-established units, par-
ticularly where many of the changes in duties relied
upon by the Respondent actually occurred after the
bargaining obligation attached.
Careful review of the record strongly supports the
judge’s finding that the employees in these units con-
tinued performing the same or substantially the same
work as they had prior to the change in ownership,
only occasionally filling in as needed on tasks other-
wise assigned to employees in other bargaining units.
Such occasional or sporadic performance of duties
across unit lines is insufficient to destroy the integrity
of the Charging Parties’ units at the facility.
When employed by ABN, the photoengravers rep-
resented by Lithographers Local 1-P were responsible
for preparing film components and etching. Under
BCA’s work assignment system, they remain the only
employees who perform these duties. The Respond-
ent’s engraving division manager testified that the
1044 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
7 We recognize that Local 28-58 represents some employees who
perform hand engraving, the most highly skilled work at the facility,
and that this work continues to be reserved for them.
8 We agree with the judge that this case is distinguishable from P.
S. Elliott Services, 300 NLRB 1161 (1990), where, upon the acquisi-
tion of the business by the new owner, the employees became part
of a highly integrated and centralized organization in which a single
location unit could not be appropriate for bargaining.
9 The record shows that among the changes unilaterally imple-
mented on April 23 was the institution of a new health and welfare
benefits program for all employees. Thus, the Respondent did not act
consistently with its pre-April 19 announcement to employees that
the predecessor’s health benefits would continue in effect for 60
days. Accordingly, we find that the Respondent’s April 23 changes
in health benefits also were unlawful.
photoengravers ‘‘seldom’’ perform the additional tasks
of creating models, designing support materials, and
preparing litho plates.
The employees represented by the Machinists carry
out precisely the same functions in the production
process as they had under ABN, which generally in-
volves shearing, grinding, and cutting. These employ-
ees have been given no new assignments by the Re-
spondent, and employees in other units fill in to per-
form some of their functions only from time to time.
Although the employees represented by Graphic
Communications Workers 119B-43B have been as-
signed to fill in on a wider scope of new duties, the
fact remains that they continue to serve as the primary,
and in some areas the only, employees performing
their traditional duties.
The Respondent’s contention that the intermittent or
occasional performance of tasks across unit lines de-
stroys the appropriateness of the Charging Parties’ his-
torical units is belied by its voluntary recognition of
two of the other historical units, whose functions and
duties the Respondent describes as ‘‘relatively intact
and distinct.’’ The evidence presented by the Respond-
ent reveals that the employees in those two voluntarily
recognized units also are performing new duties under
the Respondent’s operation. For example, employees
represented by Printers and Engravers Local 28-58
now perform eight new functions not previously as-
signed to them by ABN. In addition, four of the tasks
previously assigned exclusively to those employees are
now occasionally performed by others. Thus, the intro-
duction of new job duties is not a basis for distinguish-
ing between the two units recognized by the Respond-
ent and the three units at issue.7
The evidence presented by the Respondent, as well
as the employee testimony, demonstrates that the work
of the employees in the three units, although less
skilled than some of the work of the hand engravers
in the voluntarily recognized Local 28-58 unit, contin-
ues to be assigned in much the same manner as it had
been by ABN. Thus, we find that the functions of
these units are also ‘‘relatively intact and distinct’’ de-
spite the Respondent’s introduction of some job flexi-
bility.
In sum, the burden was on the Respondent to dem-
onstrate that it had instituted such fundamental changes
in the employees’ duties that the three historical units
no longer were separate, appropriate units. The Re-
spondent failed to satisfy this heavy burden. Instead of
producing detailed records concerning new and dif-
ferent functions being performed by the employees in
the three units, the Respondent introduced nothing
more than conclusory evidence of interchange, and vir-
tually no evidence about the magnitude of that alleged
interchange. Thus, from the testimony and other evi-
dence presented by the Respondent, we can determine
only that one or more employees in one traditional bar-
gaining unit have on some occasion performed duties
within the same general job function as employees in
another traditional unit. In the face of such scant evi-
dence, the presumed appropriateness of the three tradi-
tional units represented by the Charging Parties was
left undisturbed.
We are cognizant that this case arises in an industry
that has traditionally been characterized by multiple,
narrowly defined bargaining units and that the printing
industry has undergone significant technological
change in recent years. Such technological change, as
well as the reductions in operations and staffing
present in this case, may sometimes make cross-train-
ing and job flexibility both desirable and appropriate.
The Board is keenly aware that unit fragmentation may
result from these changes. Nonetheless, the Board’s
procedures for unit clarification provide a mechanism
for ensuring that bargaining units continue to reflect
the reality of the workplace. Here, however, the issue
presented is whether the Respondent was a legal suc-
cessor, including whether the bargaining units were ap-
propriate, at a particular point in time, no later than
April 19, when the former ABN employees began their
employment with the Respondent. We are persuaded
that the Respondent’s job flexibility system, as de-
scribed prior to the employees’ commencement of
work for the Respondent and as it operated when pro-
duction began on April 19 under the Respondent’s
ownership, did not fundamentally alter the identity of
the established bargaining units.8 Accordingly, we con-
clude that the Respondent had a duty to bargain with
the Charging Parties concerning the April 23 changes
in terms and conditions of employment and that its
failure to do so violated Section 8(a)(5) and (1).9
ORDER
The National Labor Relations Board adopts the rec-
ommended order of the administrative law judge and
orders that the Respondent, Banknote Corporation of
America, Suffern, New York, its officers, agents, suc-
1045BANKNOTE CORP. OF AMERICA
1 I join my colleagues in the majority in finding that the Respond-
ent is not a ‘‘perfectly clear’’ successor under NLRB v. Burns Secu-
rity Services, 406 U.S. 272 (1972).
cessors, and assigns, shall take the action set forth in
the Order.
MEMBER STEPHENS, dissenting in part.
Contrary to my colleagues in the majority, I find
merit in the Respondent’s exceptions to the judge’s
finding that the bargaining units are appropriate and
that the Respondent is the legal successor to ABN.
Based on my examination of the record, I find that,
even assuming the units in which the Charging Parties
sought to represent the Respondent’s employees were
appropriate under ABN, they are not appropriate units
under the Respondent.1
At Ramapo under ABN, 11 unions represented its
100 production employees in 11 separate units, and
there was strict compartmentalization of functions and
job duties. With rare exceptions, each unit was exclu-
sively responsible for particular steps in the printing
and engraving process. The Respondent’s work force is
approximately half the size of that employed by ABN
at Ramapo. Unlike the five departments utilized by
ABN, the Respondent has two departments—printing
and engraving.
The Respondent has recognized two unions as the
bargaining representatives of certain employees who
are in the engraving department and whose functions
remain relatively unchanged from what they were
under ABN. These two recognized unions are Printers
and Engravers Local 28-58, which represents 10 em-
ployees and ALA Local 1, which represents 6 employ-
ees. The Respondent has designated all other employ-
ees in both departments as general workers and cross-
trained them so that all of them perform several new
duties. General workers’ duties in the printing depart-
ment require minimal qualifications, as evidenced by
the Respondent’s frequent use of temporary employees
for these positions. General workers in the engraving
department are skilled or semi-skilled employees, but
their skills are interchangeable and these employees are
not restricted to one set of tasks.
The Respondent’s documentary evidence was not
specifically contradicted, and it was corroborated by
the testimony of the employees. It shows that many
tasks previously performed by employees from only
one or at most two former ABN units are now per-
formed by employees from as many as five former
ABN bargaining units. In addition, employees in the
three units claimed by the Charging Parties are per-
forming job functions for the Respondent that differ
markedly from the duties they performed for ABN.
Specifically with regard to the units at issue, under
ABN, employees represented by Local 119B-43B were
exclusively responsible for finishing work in the en-
graving department. That work is now performed by
nearly all general worker employees, including many
who were represented by other unions under ABN. In
addition, the Respondent’s employees formerly rep-
resented by Local 119B-43B now perform unwinding
and rewinding duties which they did not do for ABN.
These duties are also performed by general worker em-
ployees that Local 119B-43B is not seeking to rep-
resent. Further, the nine employees in the unit sought
by Local 119B-43B also perform examining work,
which is a duty that is shared by a number of other
employees not included in the unit. In sum, the nine
employees sought by Local 119B-43B are functionally
part of a group of 19 relatively unskilled general work-
er employees who are engaged in the end of the pro-
duction process.
The three photoengravers sought to be represented in
a separate unit by Local 1-P are part of a larger group
of 14 engraving department employees who make
printing plates by photographic processes such as oper-
ating cameras, making negatives, and stripping and as-
sembling the negatives. Although these employees are
skilled and semiskilled employees with a history of
separate representation, they are not functionally dis-
tinct in the Respondent’s operation. For example, em-
ployees represented by Local 28-58 also perform cer-
tain functions that the three photoengravers perform,
i.e., creating models, designing support material, and
preparing lithographic plates. The record shows that
only the hand engravers and designers (employees not
at issue with respect to this unit) possess such special-
ized skills that other engraving department employees
could not perform their jobs.
Finally, Charging Party Machinists District 15 seeks
to represent 2 of 14 engraving department general
workers who move, repair, and maintain presses and
other equipment, and who also perform plate-making
duties. Unlike under ABN’s operation, these two em-
ployees are no longer exclusively responsible for
equipment maintenance and moving or for plate prepa-
ration functions. In addition to the two employees
sought by the Machinists, the Respondent also uses
employees previously represented by the Platefinishers
Union (employees not in issue in this case) to operate
machines in the engraving department and assist in the
plate preparation process. Similarly, although the two
employees previously represented by the Machinists
perform some maintenance functions in the printing
department, they share that work with employees pre-
viously represented by other unions. Further, because
their job functions are performed in two separate de-
partments, the two employees sought by the Machinists
are not supervised exclusively by one supervisor.
As is apparent from the factual recitation above, the
predecessor employer was essentially a traditional
printing and engraving operation with numerous highly
specialized, separately represented crafts. The Re-
1046 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
2 See, e.g., Phoenix Pipe & Tube Co., 302 NLRB 122 (1991),
enfd. mem. 940 F.2d 766 (3d Cir.1991).
3 In finding that the three units sought by the Charging Parties are
not appropriate, I emphasize that I express no opinion on what may
constitute an appropriate unit or units under the Respondent’s oper-
ation.
4 These changes are distinguishable from the April 23 changes in
terms and conditions of employment, which were not implemented
until after the Respondent commenced operations. As to the latter
changes, I agree with the judge that the Respondent may not rely
upon them to show that the three units in question are no longer ap-
propriate.
5 Thus, this case differs markedly from the situation presented in
Phoenix Pipe & Tube Co., supra, where the Board found that the
respondent company was a successor employer even though it had
changed job classifications and requirements of craft employees. Un-
like here, the employees in Phoenix Pipe continued to do substan-
tially the same work that they did for the predecessor (with the addi-
tion of some cleaning and painting duties), and the respondent em-
ployer’s plans to cross-train employees were speculative.
1 All dates refer to 1990 unless otherwise specified.
spondent’s operation, reflecting an entirely different or-
ganization of the work, features both an amalgamation
of tasks—i.e, now one worker often performs tasks
formerly split among workers in two or more crafts—
and a splitting of tasks—i.e., tasks formerly performed
by a single craft or classification of workers may now
be performed both by a worker in one of the groups
sought by the Charging Party Unions and by workers
outside the groups sought be represented. In short, the
units which the three Charging Party Unions now seek
to represent are not clearly definable either by their
place in the organizational structure of the plant or the
work they do.
The Board does not lightly disturb long-established
bargaining relationships, and historical units will not
normally be found inappropriate simply because of
minor changes in the successor employer’s operation
such as the addition of some new job duties for em-
ployees.2 In the unique circumstances presented here,
however, contrary to my colleagues in the majority, I
would find that, because of the Respondent’s extensive
and fundamental changes in the scope of the job tasks
performed by its employees, that each of the three
units no longer retains a distinct community of interest
sufficient to support a determination that each unit is
a separate appropriate unit for bargaining.3
Here, before it began operating the Ramapo facility,
the Respondent announced to the employees and their
unions its clear intention to operate without the func-
tional distinctions that existed under ABN, and instead
to utilize employee flexibility and interchangeability
among jobs. These changes were already in the works
before the Respondent hired its employee complement
and the Respondent implemented these changes in job
functions from the start, beginning with its hiring deci-
sions and continuing through the commencement of
operations.4 Indeed, the Respondent was able to cut
substantially the size of the work force, in part because
of the elimination of the strict lines between crafts that
had existed in the ABN operation. These actions were
taken contemporaneously with the beginning of the
Respondent’s operation of the Ramapo plant, and were
consistent with what employees were told during their
hiring interviews. Thus, the employees had no reason
to believe that they would be working in the narrow
crafts that they had under ABN; rather, the employees
were put on notice that they would be performing du-
ties different from those they had performed for the
predecessor. As reconstituted under the Respondent’s
operation, the employees in the three units in question
no longer function as distinct craft groups, and no
longer have distinct communities of interest.
Because I have found that the functional distinctions
that may once have justified recognizing separate bar-
gaining units for the Charging Parties under ABN do
not exist under the Respondent’s operation of the Ram-
apo facility, I find that the three units sought by the
Charging Parties are not appropriate.5 Accordingly, I
find in the peculiar circumstances presented here that
the Respondent is not a successor with an obligation
to bargain with these historical units, and that it thus
did not violate Section 8(a)(5) and (1) by unilaterally
implementing changes in employees’ terms and condi-
tions of employment on April 23. P. S. Elliott Services,
300 NLRB 1161 (1990).
Laura B. Sacks, Esq. and David E. Leach III, Esq., for the
General Counsel.
J. Richard Hammett, Esq., Mary K. Williams, Esq., and
Katherine A. Ellis, Esq. (Verner, Liipfert, Bernhard,
McPherson & Hand), of Houston, Texas, for the Respond-
ent.
Moss K. Schenck, Esq., of New York, New York, for Local
1-P.
Valerie Marcus, Esq. (Vladeck, Waldman, Elias &
Engelhard), of New York, New York, for Local 119B-
43B.
William Rudis, of Stamford, Connecticut, for District 15.
DECISION
STATEMENT OF THE CASE
D. BARRY MORRIS, Administrative Law Judge. This case
was heard before me in New York City on April 15–19,
1991. Upon charges filed on April 13, May 18, and July 17,
1990,1 a consolidated complaint was issued on November 21
and amended on March 28, 1991, alleging that Banknote
Corporation of America (BCA or Respondent) violated Sec-
tion 8(a)(1) and (5) of the National Labor Relations Act (the
Act). Respondent filed an answer denying the commission of
the alleged unfair labor practices.
The parties were given full opportunity to participate,
produce evidence, examine and cross-examine witnesses,
argue orally, and file briefs. Briefs were filed by General
Counsel and Respondent on July 8, 1991. A reply brief was
1047BANKNOTE CORP. OF AMERICA
2 The acquisition of International Banknote by United States Bank-
note Co. was completed on February 27, 1990.
3 There is some dispute as to whether Pritzker was in fact counsel
to FCO. In any event, Savare testified that he did not authorize
Pritzker to circulate the February 26 letter. In view of Campbell’s
March 23 letter, sent prior to any offers of employment having been
made, I believe that I need not decide the question of Pritzker’s sta-
tus and authority.
filed by Respondent on August 15, 1991, and an answering
brief was filed by General Counsel on September 4, 1991.
Upon the entire record of the case, including my observa-
tion of the demeanor of the witnesses, I make the following
FINDINGS OF FACT
I. JURISDICTION
Respondent, a corporation, with an office and place of
business in Suffern, New York, has been engaged in the pro-
duction, engraving, and printing of security documents. Re-
spondent admits that based on a projection of its operations
since April 18, 1990, it annually sells and ships from its
Suffern facility goods valued in excess of $50,000 to cus-
tomers located outside the State of New York. I find that Re-
spondent is an employer engaged in commerce within the
meaning of Section 2(2), (6), and (7) of the Act. In addition,
it has been admitted, and I find, that Graphic Communica-
tions International Union, Local 119B-43B, New York
(Local 119B-43B), New York Lithographers & Photoen-
gravers Union, #1-P, G.C.I.U. (Local 1-P), and District 15,
International Association of Machinists & Aerospace Work-
ers (District 15; (the Unions) are labor organizations within
the meaning of Section 2(5) of the Act.
II. THE ALLEGED UNFAIR LABOR PRACTICES
A. The Issues
The issues in this proceeding are:
1. Is Respondent the legal successor to American Bank
Note Company (ABN)?
2. Did Respondent violate Section 8(a)(1) and (5) of the
Act by setting new terms and conditions of employment
without prior bargaining with the Unions?
B. The Facts
1. Background
Prior to the spring of 1989 there were two principal com-
petitors in the securities printing industry, United States
Banknote Company and ABN. ABN was a subsidiary of
International Banknote Co., Inc. Around June 1989, United
States Banknote made a tender offer for International Bank-
note. The United States Department of Justice, however,
raised antitrust objections to the proposed tender offer and
required the sale of at least one ABN security printing facil-
ity to a neutral third party. Consequently, on December 15,
1989, Francois-Charles Oberthur (FCO), through its subsidi-
ary, BCA, entered into a purchase agreement with United
States Banknote to acquire substantially all of ABN’s assets
at its Ramapo facility in Suffern, New York.2
On January 9 BCA announced its intent to acquire the
Ramapo facility as an operating plant. On February 26 Jean-
Pierre Savare, chairman of the board of FCO, wrote the fol-
lowing letter to Malcolm Pritzker, attorney for FCO:3
Confirming our telephone conversation of earlier this
afternoon, please be advised that Francois-Charles
Oberthur, through its USA subsidiary, Banknote Cor-
poration of America, Inc., has decided to recognize the
unions presently recognized at the American Bank Note
plant in Suffern, New York (‘‘Ramapo facility’’) and to
continue the union contracts currently in force at the
Ramapo facility.
The sale of assets of BCA closed on February 27. On
March 1, Robert J. Tesoriero, director of human resources
for ABN, advised Stanley Aslanian, president of Local 1-P,
as follows:
I have been advised that the Oberthur Company has
agreed to recognize the Unions who are party to collec-
tive bargaining agreements at the Ramapo plant and to
be bound to the terms of the existing collect[ive] bar-
gaining agreements.
On March 23 John P. Campbell, newly appointed counsel
to FCO and BCA, wrote to Aslanian, as follows:
It has come to our clients’ attention that persons not
authorized to speak on behalf of Oberthur or BCA have
made statements to you to the effect that Oberthur or
BCA have already agreed to recognize the unions at the
Ramapo facility and [have] already agreed to be bound
to the terms and conditions of the existing collective
bargaining agreements at the facility. Any such state-
ments were not authorized by Oberthur or BCA, and
Oberthur and BCA hereby disavow them. No one has
been or is authorized to speak on behalf of Oberthur or
BCA on such matters except Oberthur or BCA.
Oberthur and BCA have not made any such commit-
ments.
The parties stipulated that an identical letter was submitted
to all the Unions. The letter also noted that ‘‘it is BCA’s in-
tention to attempt to hire its initial workforce from among
the employees currently working at the Ramapo facility.’’
On April 11 a meeting was held between representatives
of BCA and the Unions. The meeting was chaired by Martin
Ferenczi, president of BCA. Ferenczi announced that ABN
would close on April 13, that applications would be given
to all the employees then working at ABN, and that these
employees would be interviewed by BCA on April 16 and
17. Ferenczi also announced that BCA would be operational
on April 19. In addition, Ferenczi reiterated that BCA would
not honor the collective-bargaining agreements then existing
between ABN and the Unions. Ferenczi testified that he stat-
ed at the meeting that BCA intended to introduce flexibility
in terms of jobs and that health benefits presently in effect
with ABN would continue for a period of 60 days. Ferenczi
also testified that he did not discuss working hours, nor did
he discuss any other benefits.
2. Interviews and employment at BCA
Augustine Leone testified that he was laid off by ABN on
April 13, when the ABN operations ceased. On April 12 the
1048 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
ABN employees were handed applications and told to come
to the plant for interviews by BCA on April 16. Leone testi-
fied that on April 16 only former employees of ABN were
at the plant for the purpose of being interviewed. Leone was
interviewed by Savare, Ferenczi, and Philip Hurwitz, vice
president of BCA and formerly vice president and general
manager of ABN. Leone testified that nothing was said to
him about vacation, sick leave, or holidays. On April 18
Leone was called and told that he was hired and that he
should report to work the following day. Leone testified that
when he first began work at BCA his duties were the same
as he had previously performed for ABN, and substantially
the same products were produced, namely, stock certificates
and securities.
Jaroslaw Sawaryn similarly testified that he was inter-
viewed on April 16 and the persons being interviewed that
day were all prior employees of ABN. Sawaryn testified that
he was told at the interview that flexibility would be required
in terms of jobs but that the benefits would be about the
same as they were with ABN. Sawaryn also testified that he
was told that vacations would be 1 week less and that oper-
ations were to begin on April 19. Sawaryn was informed by
Hurwitz on April 18 that he was being hired and he started
work on April 19. Sawaryn testified that when he began
work with BCA his duties were substantially the same as
they were at ABN. He further testified that as of December
1990, in addition to his other duties, he also worked on a
numbering machine.
Robert Whelan testified that at the interview he was told
that he would be performing the same duties with BCA that
he did with ABN. He did not recall there having been any
discussion about vacation time and testified that there was no
mention of sick leave and holidays. Gerard Lindsey testified
that during the interview there was no mention of holidays,
vacations, sick leave, or other benefits. He testified, however,
that the interviewers may have mentioned that the hours
‘‘might be longer’’ and that Savare mentioned that the Com-
pany would like to have flexibility in terms of jobs. Luz
Ruiz testified that she was told that the salary and benefits
would be the same as they were at ABN. Salvatore Mantione
testified that during the interview nothing was said about the
benefits he would receive if he were hired by BCA.
Ferenczi testified that the interviews took place on April
16 and 17, that offers were made on April 18 and that the
payroll started on April 19. He testified that 102 people were
interviewed, all of whom had previously worked for ABN
and who had been laid off by ABN on April 13. The parties
stipulated, that except for two maintenance employees, the
production employees at BCA all had previously been em-
ployees of ABN at the Ramapo plant. Ferenczi further testi-
fied that 50 production employees were initially hired and
four former ABN supervisors were hired to be supervisors
for BCA. Thus, John Volpe had been engraving division
manager at ABN and he holds the same position at BCA.
Stanley Golemba was assistant plant manager at ABN and is
printing department manager at BCA. As previously men-
tioned, Philip Hurwitz had been vice president and general
manager at ABN and is vice president and plant manager at
BCA. Hurwitz testified that the processing of documents is
the same at BCA as it was at ABN.
Discussion and Conclusions
1. Respondent is the legal successor of ABN
On February 27, 1990, Respondent purchased the assets of
ABN. It had earlier announced its intent to acquire the Ram-
apo facility as an operating plant. The parties stipulated, that
except for two maintenance employees, the BCA production
employees had all previously been employees of ABN at the
Ramapo plant. Four of the ABN supervisors continued as su-
pervisors at BCA. Leone credibly testified that when he first
began to work at BCA his duties were the same as they had
been at ABN and substantially the same products were pro-
duced, mainly stock certificates and securities. This testi-
mony was corroborated by Sawaryn. In addition, Hurwitz,
who had been vice president and general manager at ABN
and is vice president and plant manager at BCA, testified
that the processing of documents at BCA is the same it was
at ABN.
The Board has evolved a set of criteria to determine
whether legal successorship exists. The relevant questions in-
clude:
(1) whether there has been a substantial continuity of
the same business operations; (2) whether the new em-
ployer uses the same plant; (3) whether he has the same
or substantially the same work force; (4) whether the
same jobs exist under the same working conditions; (5)
whether he employs the same supervisors; (6) whether
he uses the same machinery, equipment, and methods
of production; and (7) whether he manufactures the
same product or offers the same services. J. P. Mfg.,
194 NLRB 965, 968 (1972); Band-Age, Inc., 217
NLRB 449, 452–53 (1975), enfd. 534 F.2d 1 (1st Cir.
1976).
Based on the above, Respondent clearly meets the criteria
necessary for it to be deemed the legal successor of ABN.
2. Duty to bargain
In NLRB v. Burns Security Services, 406 U.S. 272 (1972),
the Supreme Court made it clear that a successor is entitled
to set the initial terms of employment on which it will hire
the predecessor’s employees. However, in cases where the
successor plans to retain the old employees, and makes no
mention of changes in employment conditions, the Board has
held that the successor must bargain concerning initial terms
and conditions of employment. Royal Vending Services, 275
NLRB 1222, 1227–1228 (1985).
The complaint alleges that on April 23, 1990, BCA im-
posed a new set of terms and conditions of employment
which, inter alia, changed employees’ hours of employment,
health and welfare benefits, holidays, pension benefits, and
vacation leave. These changes were made without the Unions
being afforded an opportunity to negotiate and bargain with
respect to such changes. At the meeting held on April 11,
Ferenczi testified that he stated that BCA intended to intro-
duce flexibility in terms of jobs and that health benefits pres-
ently in effect with ABN would continue for a period of 60
days. Ferenczi also testified that at that meeting he did not
discuss working hours nor did he discuss any other benefits.
Leone testified that at his interview on April 16 nothing was
said to him about vacations, sick leave, or holidays. Sawaryn
1049BANKNOTE CORP. OF AMERICA
testified that he was told at the interview that flexibility
would be required in terms of jobs but that the benefits
would be substantially the same as they were with ABN.
Similarly, Whelan and Lindsey testified that during their
interviews there was no mention of holidays, vacations, sick
leave, or other terms of employment. However, Lindsey testi-
fied that the interviewers may have mentioned that the hours
‘‘might’’ be longer and that Savare stated that the Company
would like to have flexibility in terms of jobs. In addition,
Ruiz testified that benefits would be the same as they were
at ABN and Montione testified that during the interview
nothing was said about the benefits he would receive if he
were hired by BCA.
Based on the above, I find that the only changes in terms
of employment, which were announced prior to hiring the
employees, were a desire for flexibility in terms of jobs and
that the health benefits presently in effect with ABN would
continue for a period of 60 days. No mention of changes in
other employment conditions was made. In accordance with
the cases cited above, Respondent would be required to bar-
gain concerning any changes in the other terms and condi-
tions of employment.
3. Appropriate bargaining units
Respondent argues that because of changes it made in the
duties of the employees, the units involved in this proceeding
are no longer appropriate bargaining units. The Board has
consistently held that long-established bargaining relation-
ships will not be disturbed where they are not repugnant to
the Act’s policies. Fraser & Johnston Co., 189 NLRB 142,
151 fn. 50 (1971), enf. granted in part and denied in part on
other grounds 469 F.2d 1259 (9th Cir. 1972). Sawaryn testi-
fied that his duties at BCA were substantially the same as
they were at ABN, although, as of December 1990, he also
worked on a numbering machine. Similarly, Leone testified
that his duties at BCA were the same as they were at ABN,
except that he also does ‘‘cross-over work between the en-
graving division and the mechanical division.’’ Whelan testi-
fied that he performed the same duties at BCA as he did at
ABN, except that in December 1990 he received some train-
ing in other departments and at that time he did some filling
in for employees in other departments. Thus, the evidence es-
tablishes that employees in the units involved in this pro-
ceeding perform the duties they previously performed for
ABN and on occasions certain employees fill in for others
as a result of the reduction in size of the Ramapo plant work
force. As the Board stated in Fraser & Johnson Co., id.,
‘‘divided production and maintenance units are not uncom-
mon and are certainly not inappropriate per se.’’ While more
inclusive units may also be ‘‘appropriate,’’ it does not follow
that the units in this proceeding are therefore ‘‘inappropri-
ate.’’ As the Board held in Parsons Investment Co., 152
NLRB 192, 193 fn. 1 (1965):
There is nothing in the statute which requires that
the unit for bargaining be the only appropriate unit, or
the ultimate unit, or the most appropriate unit; the Act
requires only that the unit be ‘‘appropriate.’’ [Citation
omitted.]
See also Federal Electric Corp., 157 NLRB 1130, 1132–
1133 (1966); Texas Electric Service Co., 261 NLRB 1455 fn.
1 (1982).
In support of its position Respondent has cited P. S. Elliott
Services, 300 NLRB 1161 (1990). I believe, however, that
that case is distinguishable. In Elliott, respondent, which was
in the business of providing cleaning services at a number
of buildings, took over the cleaning services at the Brisbane
building. Employees at all the locations were commonly su-
pervised out of a central office and all personnel matters
were handled exclusively at the central office. In addition,
employee interchange between the buildings was regular and
frequent. Under such circumstances, the Board found that the
employees at the Brisbane building did not by themselves
constitute an appropriate bargaining unit. In the instant pro-
ceeding, however, except for the two previously announced
changes, all the other changes in the terms and conditions of
employment took place after the obligation to bargain at-
tached. Thus, while Repondent argues that all of its employ-
ees work the same hours, have the same lunchbreak, partici-
pate in the same pension, vacation, and sick pay plans, wear
the same uniforms, and observe new company holidays,
these changes were instituted after Respondent’s duty to bar-
gain took effect. See Alondra Nursing Home, 242 NLRB
595, 598 fn. 12 (1979).
I find, therefore, that the units involved in this proceeding
constitute appropriate units for collective bargaining.
CONCLUSIONS OF LAW
1. Respondent is an employer engaged in commerce within
the meaning of Section 2(2), (6), and (7) of the Act.
2. The Unions are labor organizations within the meaning
of Section 2(5) of the Act.
3. By refusing to negotiate with the Unions with respect
to certain changes in terms and conditions of employment,
Respondent has engaged in unfair labor practices within the
meaning of Section 8(a)(5) and (1) of the Act.
4. The aforesaid unfair labor practices constitute unfair
labor practices affecting commerce within the meaning of
Section 2(6) and (7) of the Act.
THE REMEDY
Having found that Respondent has engaged in certain un-
fair labor practices, I find it necessary to order Respondent
to cease and desist therefrom and to take certain affirmative
actions designed to effectuate the policies of the Act.
On April 23, 1990, Respondent imposed a new set of
terms and conditions of employment without having afforded
the Unions an opportunity to negotiate and bargain with re-
spect to the changes. Except for announcing that it intended
to introduce flexibility in terms of jobs and that health bene-
fits in effect with ABN would continue for a period of 60
days, Respondent did not announce any other changes in em-
ployment conditions when it offered jobs to the employees.
Accordingly, having found that Respondent violated Section
8(a)(5) and (1) of the Act by unilaterally changing certain
terms and conditions of employment without notice to, and
bargaining with, the Unions, I shall order Respondent to re-
store the status quo by rescinding, on request from the
Unions, those unilateral changes put into effect on April 23,
1990, which were not previously announced; and to make all
1050 DECISIONS OF THE NATIONAL LABOR RELATIONS BOARD
4 Under New Horizons, interest on and after January 1, 1987, shall
be computed at the ‘‘short-term Federal rate’’ for the underpayment
of taxes as set out in the 1986 amendment to 26 U.S.C. § 6621.
5 If no exceptions are filed as provided by Sec. 102.46 of the
Board’s Rules and Regulations, the findings, conclusions, and rec-
ommended 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 purposes.
6 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
National Labor Relations Board’’ shall read ‘‘Posted Pursuant to a
Judgment of the United States Court of Appeals Enforcing an Order
of the National Labor Relations Board.’’
affected unit employees whole for losses they incurred by
virtue of its unilateral changes in accordance with Ogle Pro-
tection Service, 183 NLRB 682 (1970), with interest as pre-
scribed in New Horizons for the Retarded, 283 NLRB 1173
(1987).4
On these findings of fact and conclusions of law and on
the entire record, I issue the following recommended5
ORDER
The Respondent, Banknote Corporation of America,
Suffern, New York, its officers, agents, successors, and as-
signs, shall
1. Cease and desist from
(a) Unilaterally changing the terms and conditions of em-
ployment without prior notice to or bargaining with the
Unions, as the exclusive representatives of the employees in
the below-described bargaining units.
(b) Refusing to bargain with Graphic Communications
International Union, Local 119B-43B, New York, in the fol-
lowing appropriate unit:
The unit of employees set forth in the Shop Rules
and Wage Scales Contract between Local 119B-43B
and Printers League Section Association of the Graphic
Arts, Inc.
(c) Refusing to bargain with New York Lithographers &
Photoengraphers Union, #1-P, G.C.I.U., in the following ap-
propriate unit:
All journey persons and apprentice photoengravers,
excluding all other employees, guards, professional em-
ployees and supervisors as defined in the Act.
(d) Refusing to bargain with District 15, International As-
sociation of Machinists & Aerospace Workers, in the follow-
ing appropriate unit:
All machinists, excluding all other employees,
guards, professional employees and supervisors as de-
fined in the Act.
(e) In any like or related manner interfering with, restrain-
ing, or coercing employees in the exercise of their rights
under Section 7 of the Act.
2. Take the following affirmative action necessary to ef-
fectuate the policies of the Act.
(a) On request, recognize and bargain collectively with the
Unions, as the exclusive representatives of the employees in
the aforesaid appropriate units, with respect to rates of pay,
hours, and other terms of employment and, if understandings
are reached, embody such understandings in signed agree-
ments.
(b) On request of the Unions, rescind the unilateral
changes instituted on April 23, 1990, which were not pre-
viously announced, and make affected employees whole for
losses they incurred by virtue of the unilateral changes, with
interest as prescribed in the remedy section above.
(c) Preserve and, on request, make available to the Board
or its agents for examination and copying, all payroll records,
social security payment records, timecards, personnel records
and reports, and all other records necessary to analyze the
amounts owing under the terms of this Order.
(d) Post at its facility in Suffern, New York, copies of the
attached notice marked ‘‘Appendix.’’6 Copies of the notice
on forms provided by the Regional Director for Region 2,
after being signed by the Respondent’s authorized representa-
tive, shall be posted by the Respondent immediately upon re-
ceipt 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, de-
faced, or covered by any other material.
(e) Notify the Regional Director in writing within 20 days
from the date of this Order what steps the Respondent has
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 vio-
lated the National Labor Relations Act and has ordered us
to post and abide by this notice.
WE WILL NOT unilaterally change the terms and conditions
of employment for bargaining unit employees, without prior
notice to or bargaining with the Unions, as the exclusive rep-
resentatives of the employees in the below-described bargain-
ing units.
WE WILL NOT refuse to bargain with Graphic Communica-
tions International Union, Local 119B-43B, New York, in the
following appropriate unit:
The unit employees set forth in the Shop Rules and
Wage Scales Contract between Local 119B-43B and
Printers League Section Association of the Graphic
Arts, Inc.
WE WILL NOT refuse to bargain with New York Lithog-
raphers & Photoengravers Union, #1-P, G.C.I.U., in the fol-
lowing appropriate unit:
All journey persons and apprentice photoengravers, ex-
cluding all other employees, guards, professional em-
ployees and supervisors as defined in the Act.
WE WILL NOT refuse to bargain with District 15, Inter-
national Association of Machinists & Aerospace Workers, in
the following appropriate unit:
1051BANKNOTE CORP. OF AMERICA
All machinists, excluding all other employees, guards,
professional employees and supervisors as defined in
the Act.
WE WILL NOT in any like or related manner interfere with,
restrain, or coerce you in the exercise of your rights under
Section 7 of the Act.
WE WILL, on request, recognize and bargain collectively
with the Unions, as the exclusive representatives of the em-
ployees in the aforesaid appropriate units, with respect to
rates of pay, hours, and other terms of employment and, if
understandings are reached, embody such understandings in
signed agreements.
WE WILL, on request of the Unions, rescind the unilateral
changes instituted on April 23, 1990, which were not pre-
viously announced, and make affected employees whole for
losses they incurred by virtue of the unilateral changes, with
interest.
BANKNOTE CORPORATION OF AMERICA