Nov-Dec 2010
Stories on this page:
- Todd Shipyards to be Acquired by Vigor Industrial
- U.S. Proposes Posted Notice of the Right to Unionize
- Teamster Scholarship Information
- For USS Nimitz, Bremerton a Temporary Homeport
- Teamsters ratify new contract with big three grocery chains by 97%
- Todd Shipyards Corporation Announces U.S. Nnavy Exercise of Option On Overhaul of USS Nimitz
- As Chinese workers build the Martin Luther King memorial, a union investigates
- New Ferry Intentionally Built to Tilt
- Todd Awarded Multi-Year Healy Contract
- Teamster Freight Members Ratify YRCW Restructuring Plan
- Teamsters: ABF Lawsuit Frivolous and Without Merit
Todd Shipyards Corporation to be acquired by
Vigor Industrial LLC
SEATTLE AND PORTLAND - December 23,2010 - TODD SHIPYARDS
CORPORATION (NYSE: TOD) ("Todd") and Vigor Industrial LLC ("Vigor") today
announced that they have entered into a definitive agreement under which Vigor will
acquire the stock of Todd for $22.27 per share, or approximately $130 million. The
transaction is structured as an all cash tender offer.
Under the terms of the agreement, which has been unanimously approved by Todd's
board of directors, Vigor will offer to purchase all outstanding shares of Todd's common
stock for $22.27 in cash per share. This represents a premium of 31% over the average
closing price of Todd's common stock during the three month period ended December 21, 2010. The price of Todd's stock has climbed steadily during the year from a low of
$13.98 to its recent 52 week high closing price of$21.00. The tender offer is scheduled
to commence no later than December 30, 2010 and will expire on January 28, 2011
unless extended. The transaction is expected to close in the first quarter of 2011.
"We are pleased about the addition of Todd to the Vigor family," said Frank Foti, the
President of Vigor. "Todd is Puget Sound's leading shipyard and the combination of
Vigor and Todd will create the largest and most capable marine services company in the
Pacific Northwest. This transaction will be good for the customers and employees of
both companies and will broaden our capabilities. The combination of resources and
capabilities will allow the combined companies to expand both the scope and capacity of
their ship repair and new construction business."
"This transaction is a testament to the excellent work Todd has done to revitalize our
business. Not only is this transaction good for our stockholders, but it's good for the
shipyard and our employees," said Stephen G. Welch, President and Chief Executive
Officer of Todd. "We believe that the addition of Todd's products to Vigor will help
create a stronger, more diversified company with long-term advantages for both
companies' customers and employees."
Todd's management will remain intact and all contracts will remain in place. The
acquisition will allow for stable utilization of facilities while continuing to strengthen the
combined companies' industry presence and opportunities for growth.
Todd's directors and officers and certain other stockholders who own an aggregate of
approximately 15.3 percent of Todd's outstanding stock have entered into agreements
pursuant to which they have agreed to tender their shares in the tender offer and to vote
their shares in favor of a merger if a vote is required by law.
Vigor has obtained financing commitments to purchase all outstanding shares and
refinance existing indebtedness. Under the terms of the agreement, the transaction is
conditioned upon, among other things, satisfaction of the minimum tender condition of
approximately 67 percent of Todd's common shares, the expiration of all applicable
waiting periods under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976,
and other customary closing conditions. In the event that the minimum tender condition
is not met, and in certain other circumstances, the parties have agreed to complete the
transaction through a one-step merger after receipt of shareholder approval.
Under the terms of the agreement, Todd may solicit superior proposals from third parties
through January 28,2011, subject to extension at Todd's option as provided in the
agreement. It is not anticipated that any developments will be disclosed with regard to
this process unless Todd's Board of Directors makes a decision with respect to a potential superior proposal. There is no guaranty that this process will result in a superior proposal.
K&L Gates LLP is acting as legal advisor to Vigor. Greensfelder, Hemker & Gale, P.C.
is acting as Todd's legal advisor. Houlihan Lokey Financial Advisors, Inc. acted as
financial advisor to Todd's Transaction Committee.
U.S. Proposes Posted Notice of the Right to Unionize
Source: Stephen Greenhouse in The New York Times
The National Labor Relations Board said on Tuesday that it would require companies to post notices on their bulletin boards — and perhaps send out e-mail— to inform employees of their right to unionize under federal law.
A day earlier, the labor board's acting general counsel said that he would push for stronger action to create a fair atmosphere for unionization drives, perhaps by letting unions post materials on a company's bulletin board if a company was found to have committed serious violations during such a drive.
These moves, part of a series of recent pro-union actions by the labor board under President Obama, upset companies and business groups.
"These actions are consistent with a general ramp-up of enforcement against employers we are seeing across the board," said Randel K. Johnson, senior vice president for labor policy at the United States Chamber of Commerce.
"The question here is, Is the N.L.R.B. moving forward on these steps based on true evidence that current, strong remedies are ineffective or just based on some vague arbitrary notion that employers are to blame for the decline in union membership and so therefore enforcement must be increased?" Mr. Johnson said.
The percentage of private sector workers in unions has dropped to 7.2 percent, from more than 35 percent in the 1950s.
The labor board said on Tuesday that it was beginning a 60-day comment period on its proposal to post information on employees' rights under the National Labor Relations Act, which sets rules for unionization efforts.
It was the first time since Congress passed the act in 1935 that the labor board would broadly require employers to post notices about employees' rights under the act. Agricultural, rail and airline employers would not be covered by the new rule.
The board said that the purpose of its proposed rule was "to better enable the exercise of rights under the state and to promote statutory compliance by employers and unions."
Under President Obama, the Labor Department has begun requiring federal contractors to post such notices.
Labor unions applauded the proposal.
"Every working person in America deserves to know his or her rights," said Richard L. Trumka, the A.F.L.-C.I.O.'s president. "This rule ensures that workers' rights are effectively communicated in the workplace. It is necessary in the face of widespread misunderstanding about the law and many workers' justified fear of exercising their rights under it."
Mr. Johnson of the chamber questioned whether the labor board had the statutory authority to impose such a posting requirement and whether the required notice would provide a balanced overview of employee rights, including the right not to join a union.
Similar postings are required under the Fair Labor Standards Act, which governs minimum wage, overtime and hours, the Civil Rights Act of 1964, the Occupational Safety and Health Act and several other federal employment laws.
Ronald Meisburg, a lawyer at Proskauer Rose who was the labor board's general counsel under President George W. Bush, said the proposed posting requirement would not prove a major event.
"We have a plethora of required notices," he said. "It's like noise pollution. It's like sign pollution. One more poster isn't going to stand out."
He said businesses would be more concerned by the board's proposal that would require companies that normally communicate with employees by e-mail to distribute the new notice to employees by e-mail.
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In another recent action, the board's acting general counsel said he would move more aggressively to seek reinstatement of pro-union employees fired during unionization drives.
In addition, the labor board recently ruled that it was legal for employers and unions to agree on ground rules for a unionization election or for card check to determine whether a majority of workers want a union. Some business and conservative groups had called such an agreement wrong because the union did not yet represent any employees at the worksite.
Business groups say all this is part of an undue pro-union tilt by the Labor Board under President Obama, while labor leaders assert that the board is moving toward fairness after the board favored business under President George W. Bush.
Teamster Scholarship Information
James R. Hoffa Scholarship Fund:
Created in 2000, the union awards college scholarships to Teamsters dependents through this fund. It awards seventy-five scholarships annually. Twenty-five of the awards, five per region, total $10,000 each. These four-year scholarships are disbursed at the rate of $2,500 per year and are renewable annually. Fifty of the awards, ten per region, are one-time $1,000 grants. Click here for info.
The 2011/2012 scholarship for high school seniors has begun and has a deadline of March 31, 2011.
Please use the following links to download the 2011-2012 application in either English, French, or Spanish.
IBT Women’s Caucus Scholarship Fund:
The International Teamsters Women’s Caucus (ITWC) awards two (2) scholarships annually not to exceed five hundred dollars ($500.00) each to deserving high school seniors. Please use the following links for either additional information on this scholarship or to download the application.
There are specific regulations governing the use of either the James R Hoffa or IBT Women’s Caucus scholarships, in part, recipients must attend a four-year U.S. college accredited by one of the six Regional Accrediting Commissions of Higher Education associated with the American Council on Education or a Canadian school which has membership in the Association of Universities and Colleges in Canada.
Union Plus Scholarship Program:
Since 1992, the Union Plus Scholarship Program has awarded more than $2.5 million to students of working families who want to begin or continue their post-secondary education. Over 1,700 families have benefited from our commitment to higher education. The Union Plus Scholarship Program is offered through the Union Plus Education Foundation. Click here for more info.
Applications for the 2011 scholarships are now being accepted, however, applications must be postmarked no later than January 31, 2011. Please use the following links to download either a printable PDF application you can complete by pen or an online PDF application in which you can complete it by typing your responses within the form fields. *Please note: If you are using the free Acrobat reader, you must print the form after you fill it out because you will not be able to save your information.
For USS Nimitz, Bremerton a Temporary Homeport
BREMERTON — Bremerton will be home to two aircraft carriers for the next year.
The USS Nimitz is scheduled to depart San Diego on Monday and arrive at Puget Sound Naval Shipyard and Intermediate Maintenance Facility late in the week, said spokesman Lt. Cmdr. Steve Ruh. It will join sister ship USS John C. Stennis, which is in the shipyard and based next door at Naval Base Kitsap.
The Nimitz will undergo 12 months of repair and maintenance that the Navy calls a “docking planned incremental availability,” or dPIA. Shipyard workers and sailors will share the $250 million job, much of which will be performed in dry dock. Read more here
Teamsters Ratify New Contract With Big Three Grocery Chains By 97%
Members of Teamsters Local 38 Working for Albertsons, QFC, and Safeway in
Snohomish County Ratify a New Three Year Contract
(Everett, WA) General Teamsters Union Local No. 38, which represents 2,600 members in the
Retail Grocery industry held a series of contract ratification meetings at the Holiday Inn in
Everett, WA on Wednesday December 1, 2010.
The current negotiations between the Teamsters, UFCW and the four major Grocery Chains
(Safeway, QFC, Fred Meyer and Albertsons) have been going on for approximately ten
months.
“Our members sent a clear message to their Employers in November when they stood
with each other in Solidarity and voted by 90% to authorize a strike. Their message was
heard, the employers took them seriously, and I believe the 97% ratification vote today
again shows the strength of unity of our members,” said Steven Chandler Secretary-
Treasurer of Teamsters Local 38.
Both UFCW 21 and UFCW 81 are conducting ratification meetings for each of their
memberships between December 1, 2010 and December 3, 2010 and will be releasing results
after the conclusion of their last meetings.
Todd Shipyards Corporation Announces U.S. Nnavy Exercise of Option On Overhaul of USS Nimitz (CVN68)
SEATTLE, WASHINGTON...December 2, 2010...Todd Shipyards Corporation (NYSE:TOD) announced that the U.S. Navy (“Navy”) has awarded to its wholly owned subsidiary, Todd Pacific Shipyards Corporation (“Todd Pacific” or the “Company”), a $3,739,714.00 modification to previously awarded contract N00024-08-C-4416. This contract modification represents an exercised option for the Docking Planned Incremental Availability (“DPIA”) for USS NIMITZ (CVN68) (“NIMITZ”), at Puget Sound Naval Shipyard which will commence in January 2011 and is expected to be complete in December 2011. This modification represents the authorization of additional repairs and alterations of various ship’s systems and equipment throughout the aircraft carrier NIMITZ, and is a portion of the work to be completed by Todd Pacific during the overhaul period. The Company anticipates that additional work on the carrier will be definitized by the Navy, resulting in total contract modifications in the range of $31-36 million.
Todd’s work in support of the DPIA of the NIMITZ is being performed pursuant to the Company’s five-year Multi-Ship Multi-Option (“MSMO”) contract with the Navy for the overhaul and continued maintenance of the aircraft carriers stationed at Bremerton and Everett, Washington. The cost-type MSMO contract was awarded to Todd Pacific in 1999 and 2004 for five years each, and was awarded again in 2008 for an additional five years.
Todd Pacific performs a substantial amount of repair and maintenance work on commercial and federal government vessels and provides new construction and industrial fabrication services for a wide variety of customers. Its customers include the U.S. Navy, the U.S. Coast Guard, NOAA, the Washington State Ferry system, the Alaska Marine Highway System, and various other commercial and governmental customers. Todd has operated a shipyard in Seattle since 1916.
As Chinese workers build the Martin Luther King memorial, a union investigates
As Chinese workers build the Martin Luther King memorial, a union investigates
11/24/2010
Washington Post
Francis Jacobberger's plan was simple - show up with a six-pack of beer and talk his way into a Crystal City apartment. An investigator for the Washington area union that represents stonemasons, Jacobberger was working a case dear to the members: Who should build the centerpiece of the Martin Luther King Jr. National Memorial - Americans or imported Chinese workers?
In September, the foundation building the $120 million memorial on the Mall promised in writing to use local stonemasons to assemble and install the 159 blocks of granite that will make up two massive sculptures at the center of the site, including one bearing King's likeness.
But when construction of the sculptures began three weeks ago, it appeared that the foundation had reneged. Jacobberger, a wiry 32-year-old former bricklayer from Delaplane, was asked to find the Chinese laborers who were brought in to work on the King memorial and determine whether they were being exploited.
One evening last week, Jacobberger and a Mandarin translator, Josh Bassan, sat parked beneath the Arlington high-rise where the workers live. As they waited for the men to return from the construction site, Jacobberger schooled Bassan on how to chat them up.
"This should be easy going," he said. "It's like leading a horse to water."
If all went well, Jacobberger would finally know what the workers were paid and what their living conditions were like. His suspicion was that they were not being paid anything close to the prevailing wage for an American stonemason - $32 an hour, plus $12 an hour in benefits.
Bassan's efforts might not mean more jobs for American masons, but union members had demanded that their leadership do something. The possibility that cheap imported labor was being used to build any portion of the King memorial was anathema to them. King was assassinated in 1968 while in Memphis to support a sanitation workers strike.
The use of Chinese workers at the memorial is also deeply unsettling for a union that has had a hand in building every major monument in Washington since the end of the Civil War.
"Why do they need to come over to do the work when there are so many people here who can do it?" asked Scott Garvin, president of the Washington area local of the Bricklayers and Allied Craftworkers union, whose membership has dropped in the past three years from 2,000 to 850 because of a decline in building projects. "It's kind of a thumb in the eye."
Years of controversy
The flap between the memorial foundation and the union is the latest in a series of disputes since Congress approved the project 14 years ago. In 2007, the foundation was criticized for choosing the Chinese sculptor Lei Yixin instead of an American artist. The next year, the U.S. Commission of Fine Arts, which reviews plans for monuments and memorials, complained that the "colossal scale and Social Realist style" of the King sculpture "recalls a genre of political sculpture that has recently been pulled down in other countries." The commission asked for a reworking.
In June, the meltdown of the Greek economy delayed delivery of the granite blocks that will make up the two main sculptures, the Stone of Hope and the Mountain of Despair, named for a line in King's "I Have a Dream" speech. The partially carved pieces that Lei will finish on site finally arrived in Baltimore in August, around the time the union learned that Lei intended to bring close to a dozen workers with him from China to assemble the sculptures.
Within weeks, the union began passing out handbills in front of the foundation's offices, protesting the use of foreign labor. In late September, after foundation President Harry E. Johnson Sr. met with James Boland, president of the bricklayers' parent union, the foundation posted a statement on its Web site saying that it "will employ skilled craft workers from the International Union of Bricklayers and Allied Craftworkers (BAC) to work with Master Lei Yixin, Sculptor of Record, to complete the assembly and installation of the Mountain of Despair and Stone of Hope sculpture pieces."
But when work on the sculptures began without union masons, local president Garvin sought an explanation from Johnson. Garvin said the foundation chief never called back.
Johnson did not respond to a request for an interview, and the foundation declined to make Lei available. Instead, the foundation sent a Sept. 8 statement by Johnson that reads: "While 95% of the work is being done by American workers, we strongly believe that we should not exclude anyone from working on this project simply because of their religious beliefs, social background or country of origin."
Stymied, the union asked Jacobberger to get some answers.
For workers, 'national pride'
Inside the Crystal City apartment building, the investigator directed the translator to one of two apartments occupied by the Chinese workers. (The investigator allowed a Washington Post reporter to come along.)
Bassan knocked once. No answer. For several minutes he stood perfectly still, a six-pack of Miller in one hand. (Jacobberger wanted to bring Tsingtao, a Chinese beer, but the store he went to didn't carry it.)
Bassan knocked again. Still, no answer.
Finally, after some minutes, he knocked again. This time, he heard muffled voices, and from behind the door appeared a young Asian man with tussled short hair and a gray T-shirt. Behind him, the apartment looked barren but spacious, with beige walls and beige carpet that reeked of cigarette smoke.
Bassan launched into his rehearsed spiel, asking for a friend who might still live here. The man in the T-shirt told him that person wasn't there and closed the door.
After a few minutes, Bassan knocked again. This time, he held up the six-pack and said something about needing to practice his Mandarin for an interpreting job the next day. Would the guy do it for a six-pack of beer?
He was in.
Bassan spent the next hour on a couch talking to the Chinese man, while the apartment's three other occupants lay about watching a movie on a laptop. The apartment was less a hovel than a poorly kept bachelor pad in need of a thorough wipedown. None of the men offered their names, nor did they ask Bassan for his.
The man told Bassan that the rest of the Chinese crew lives in another apartment, but all the workers gather for breakfast and dinner, which they make themselves. They work for a sculpting company in Hunan province and have no idea what they will be paid for their work on the King memorial. They expect to be paid when they get home.
The translator asked: Why are the workers okay with not being paid until they return to China?
Because they are working for "national honor," the man said. "To bring glory to the Chinese people." He said the workers felt patriotic pride in having been chosen to work on the King project. He said they knew there were Americans who wanted their jobs, didn't get them and were mad that the Chinese did.
The man said the workers get free room and board, and lunch delivered at the job site. Their work breaks last only as long as it takes them to eat. When they had been in the United States for one month, they were treated to dinner at a restaurant. Like any good tourists, they planned to go to New York City over Thanksgiving and maybe Niagara Falls.
What difference that information will make for American stonemasons, Jacobberger is not sure. He was disturbed that the workers didn't know what they would be paid.
But he couldn't take issue with the apartment building, which has a 24-hour concierge, Olympic-size pool and fitness center. "At least we know their living conditions are good," he said.
New Washington Ferry Intentionally Built to Tilt
SEATTLE — If you think the new Washington state ferry Chetzemoka is leaning a bit to one side, you're right.
The ferry system says the 64-car ferry was built to tilt. It's designed with a 1 percent list when it is empty to accommodate trucks and oversize loads. When the vessel is loaded, the list is eliminated.
And, the ferry system said Thursday the ferry is safe to operate with the list when it's not loaded and doesn't need ballast.
Gov. Chris Gregoire christened the ferry Sunday. It has gone into operation on the Coupeville-Port Townsend route.
The state is building two more similar ferries for a total of $213 million for all three. Read more here.
Todd Awarded Multi-Year Healy Contract
Today Todd was awarded the Multi-Year Multi-Option contract with the United States Coast Guard for the maintenance of the USCGC Healy (WAGB-20). This is the second 5-year contract won by Todd and signifies the Coast Guard’s continued confidence in Todd's ability to provide them a quality product which supports their mission and operational commitments.
As evidence by the most recent successful USCGC Healy drydocking, it undoubtedly was apparent to the Coast Guard that there was a significant benefit to extending the solid long term relationship that Todd and the Coast Guard developed over the last 5 years. Simply put, Todd’s advantage was, and continues to be, the huge wealth of knowledge and experience coupled with impressive performance surrounding USCGC Healy maintenance. Job well done to all those involved over the last 5 years!
The Ship Repair Coast Guard team is currently preparing the bid for the USCGC Healy pierside availability tentatively scheduled for January 2011 at the US Coast Guard Base Support Unit in Seattle, pier 37. As this team continues to put together the plans necessary to safely and successfully deliver maintenance on the USCGC Healy, please provide them your support. Liz Ugurcak, Sr. Director of Ship Repar says, "We are hoping for a ramp up of work and a very exciting next 5 years. We look forward to having all three cutters in drydock and alongside our piers in the near future."
Agreement Is Aimed at Saving More Than 25,000 Jobs
Teamster Freight Members Ratify YRCW Restructuring Plan
(Washington, D.C.) – Teamster members who work at YRC Worldwide Inc.’s (YRCW) operating companies YRC, Holland and New Penn have ratified the “Restructuring Plan” that is aimed at saving more than 25,000 union jobs. YRC and Holland members ratified the agreement by a 62 percent to 38 percent margin, while members at New Penn ratified the agreement by a 69 to 31 percent margin. About 67 percent of YRCW Teamsters cast ballots. (View the preliminary vote results.)
The ratified Restructuring Plan is the product of months of discussions and difficult negotiations by the Teamsters National Freight Industry Negotiating Committee (TNFINC) in consultation with Teamster local unions. On September 29, leaders from Teamster freight local unions unanimously recommended to send the plan to a membership vote. Union members voted by mail over the past three weeks and ballots were counted this weekend.
“We realize that in ratifying this Restructuring Plan our members will continue to make huge sacrifices, which have been very difficult for our members and their families during the worst economic recession in decades,” said Tyson Johnson, Director of the Teamsters National Freight Division. “However, we firmly believe this plan is the only hope for saving our members’ jobs as this recession continues to cause so much hardship.”
“As painful as the sacrifices are on an individual level, our members understood that by approving this Restructuring Plan they would be setting the stage for the company’s existing lenders to do their part and make this company an attractive investment for new investors and preserve their jobs,” Teamsters General President Jim Hoffa said. “As this restructuring moves forward over the next three to six months, the union will be involved every step of the way.”
During negotiations with the company, the union received input from a team of experienced, respected and independent financial and restructuring experts it assembled over the past year to verify the company’s financial situation and to assist in developing this restructuring plan. Through this lengthy and ongoing process, the union has reviewed numerous financial and operational reports on YRCW and determined that this Restructuring Plan is the only avenue to save and hopefully grow the respective companies it operates.
The Restructuring Plan modifies and extends the current National Master Freight Agreement (NMFA) and Supplemental Agreements for a two-year period until March 31, 2015 and provides for annual wage and benefit increases including a resumption of partial pension contributions beginning in June 2011.
Teamsters: ABF Lawsuit Frivolous and Without Merit
On Monday, November 1 the Teamsters Union received copies of a grievance and a lawsuit filed by ABF Freight Systems, Inc. (ABF) in federal court in Arkansas against the Teamsters and other parties, alleging that the agreements the union entered into and that its members ratified with YRC Worldwide, Inc. violate the National Master Freight Agreement (NMFA). “After initial review of the ABF lawsuit and grievance, the Teamsters Union finds each of them to be frivolous and without merit,” said Brad Raymond, Teamsters Union General Counsel. “The Teamsters will vigorously defend against the lawsuit and grievance and will withhold further comment until we have thoroughly reviewed the documents.”