                United States Court of Appeals
                    For the First Circuit
                                         

No. 94-1569

                     IN RE: ROSEMARY PYE,
         ON BEHALF OF NATIONAL LABOR RELATIONS BOARD,

                    Plaintiff, Appellant,

                              v.

              SULLIVAN BROTHERS PRINTERS, INC.,

                     Defendant, Appellee.

                                         

         APPEAL FROM THE UNITED STATES DISTRICT COURT

              FOR THE DISTRICT OF MASSACHUSETTS

       [Hon. Edward F. Harrington, U.S. District Judge]
                                                      

                                         

                            Before

                    Torruella, Chief Judge,
                                          
               Campbell, Senior Circuit Judge,
                                             
                  and Stahl, Circuit Judge.
                                          

                                         

John A. Mantz,  Attorney for National Labor Relations Board,  with
             
whom  Ellen  A.  Farrell,  Assistant  General  Counsel,  Frederick  L.
                                                                  
Feinstein,  General   Counsel,  Robert  E.  Allen,  Associate  General
                                             
Counsel,  and Corinna  L. Metcalf,  Deputy Assistant  General Counsel,
                             
were on brief for appellant.
Robert P. Corcoran  with whom Gleeson &amp;  Corcoran was on brief for
                                                 
appellee.

                                         

                       October 26, 1994
                                         

          STAHL, Circuit Judge.  The National Labor Relations
          STAHL, Circuit Judge.
                              

Board  appeals the denial  of its petition  for a preliminary

injunction  requiring Sullivan  Brothers  Printers, Inc.,  to

recognize and bargain with Local 600M, Graphic Communications

International  Union  ("GCIU"),  AFL-CIO,  as  the  exclusive

representative   of  the   Sullivan  Brothers   pressmen  and

bookbinders.  The issue at the core of the dispute is whether

Local  600M had properly  assumed the mantle  of two smaller,

now-defunct  locals that  formerly represented  the company's

pressmen and bookbinders.   The district court concluded that

the Board had  failed to demonstrate a likelihood  of success

in  the underlying  proceeding  and denied  its petition  for

interim  relief.   Finding  no  abuse  of discretion  by  the

district court, we now affirm.

                             I.  
                               

                          Background
                                    

A.  The Demise of Locals 109C and 139B
                                      

          The  relevant  facts   are  undisputed.    Sullivan

Brothers is a commercial  printing concern located in Lowell,

Massachusetts.   For  more  than thirty  years, two  separate

locals represented the company's  pressmen and bookbinders --

Local 109C  and Local 139B, respectively,  both affiliates of

GCIU.    Local  109C  was  the  larger  of  the  two  locals,

representing in 1990 more than 250 workers at  five companies

in the  Lowell area, including eighteen  pressmen at Sullivan

                             -2-
                              2

Brothers.   Local 139B represented about  135 bookbinders and

general  helpers   at  two   companies  in  the   same  area,

approximately ten of whom were employed by Sullivan Brothers.

The vast majority of the members of each local --  as many as

240 members  of 109C,  and 125 members  of 139B --  worked at

another   printing   company,   North    American   Directory

Corporation ("NADCO").  Historically, NADCO workers dominated

the leadership roles of  both locals, occupying virtually all

of the officer and executive board positions.

          In June 1991, NADCO  shut down its bindery,  and in

February  1993,  it closed  its  plant  altogether.   NADCO's

closing reduced Local 109C to  roughly forty members -- about

fifteen employed by  Sullivan Brothers --  and Local 139B  to

just eight to  ten members,  all at Sullivan  Brothers.   The

shutdowns   also   left  the   two  locals   largely  without

leadership.   Following the 1991 bindery  closing, Local 139B

president  Oscar  Becht  and   secretary-treasurer  Jeannette

Pickels, both  NADCO employees, were the  only local officers

or directors remaining in  office, having obtained other jobs

in the NADCO  plant pending  the 1993 shutdown  date.   Local

109C president Henry Boermeester, a NADCO pressman, announced

at a membership meeting in 1992  that he would step down when

the  plant closed the following year.   None of the few dozen

remaining  members of  the two  locals expressed  interest in

filling any of the leadership positions at either local.

                             -3-
                              3

          With  membership  at   low  levels   --  the   GCIU

constitution  permits the international  to rescind a local's

charter when  membership dips below fifty  -- Boermeester and

Becht  began to  explore and discuss  with their  members the

possibility of  merging the two locals  or transferring1 them

to a larger local.   The unwillingness of any  remaining 109C

and 139B members to  assume leadership positions made merging

the two locals impracticable.2  Thus, in  January 1993, Local

109C members voted to surrender their charter and transfer to

Local 600M,  a GCIU local headquartered  in Boston comprising

about   700  workers   in   the  printing   industry.     The

administrative  transfer became  effective on  July  1, 1993.

Local 139B members followed suit in March, with the  transfer

effective  on May 1, 1993.  The two locals' assets, totalling

about  $15,000,  were  transferred  to  Local  600M  with  no

                    

1.  Under the GCIU constitution and by-laws, two locals merge
when both surrender their respective charters and negotiate a
         
new set  of governing  by-laws acceptable  to the  members of
both merging locals.   That document is then put  to a secret
ballot vote and,  if approved, a new charter is issued to the
new entity.   An administrative transfer, on the  other hand,
occurs when  one GCIU  local surrenders  its charter and  its
                
members  vote to  join,  and are  accepted  by, another  GCIU
local.   The  accepting  local's charter  and by-laws  remain
intact. 

2.  At  the   administrative   hearing  on   the   underlying
complaint,  Local 109C  president  Boermeester  testified  as
follows:  "Well, if they had merged together to form a Union,
there  still has to be  somebody to lead  the Union.  Between
the two groups or two units, there was still no leadership."

                             -4-
                              4

condition that  they be used  for the benefit of  the 109C or

139B members.

                             -5-
                              5

B.  Local 600M
              

          Since  they had  joined  a sister  GCIU local,  the

former  109C  and 139B  members  were  still subject  to  the

International's  constitution  and  by-laws.    Local  600M's

structure, constitution  and  by-laws, however,  differ  from

those of former locals 109C and 139B in a number of ways:

          (1)  Local 600M's territory extends well beyond the

          Lowell area, covering about forty  shops throughout

          eastern Massachusetts and  southern New  Hampshire.

          Its  trade jurisdiction  is  also greater:    while

          approximately 500  of its  700 members work  in the

          same classifications  as the 139B and 109C members,

          Local 600M  accepts all types of  printing industry

          workers, including shipping clerks,  truck drivers,

          and envelope and box manufacturers.

          (2)  Local  600M dues are  calculated on a  sliding

          scale based on salary, rather than on  a flat rate,

          as locals 109C and  139B calculated dues; thus, the

          pressmen would  see their dues increase  from $8 to

          $9.22 per  week, while the bookbinders'  dues would

          increase from $6 to $7.95.3

          (3)  Contract negotiation and ratification, as well

          as strike authorization, could also be different at

                    

3.  Local  600M is  not  currently collecting  dues from  the
former 109C  and 139B  members because of  Sullivan Brothers'
refusal to recognize it.

                             -6-
                              6

          Local 600M.  As 109C and 139B members, the Sullivan

          Brothers  bookbinders  and  pressmen  were  free to

          suggest contract terms for upcoming negotiations in

          informal  "proposals  meetings"  held   with  their

          negotiators at  a local donut  shop or on  the shop

          floor.   A  Local  600M  by-law, however,  requires

          members   to  submit  proposed  contract  terms  in

          writing  to the  president  of the  local at  least

          ninety  days before  the contract  expiration date.

          Another by-law gives the executive board the  power

          to  accept  a  contract  against the  wishes  of  a

          particular bargaining  unit if the  bargaining unit

          fails to approve the contract and at the same  time

          fails  to  authorize,  by  a  two-thirds  majority,

          further  action  up  to  and  including  a  strike.

          Locals 139B and 109C had no such by-law provisions.

          Local  600M  by-laws  also  empower  the  executive

          board, on  its own, to call a strike in unspecified

          "special  cases" for any bargaining unit comprising

          fewer than  twenty-five members -- a  category that

          includes  the  Sullivan  Brothers   pressmen's  and

          bookbinders' units.

          (4)   Local 600M's by-laws  impose a number  of new

          work restrictions on the Sullivan Brothers pressmen

          and bookbinders.   As  members of Local  600M, they

                             -7-
                              7

          may  not:   solicit  or accept  work without  union

          consent; perform trade work outside the  shop where

          they   are   regularly   employed   without   union

          permission; work for wages less than those provided

          for in  the contract  under which they  are covered

          without union  approval; work overtime  contrary to

          executive board order; or  take vacation other than

          as  prescribed by their  governing contracts absent

          executive board permission to take money instead of

          scheduled vacation time.

          (5)    The  leadership  of  Local  600M  is  almost

          entirely different from that of  109C and 139B.  Of

          the   defunct  locals'   two  dozen   officers  and

          directors, only  Boermeester  assumed any  kind  of

          role in Local 600M  (or even joined it).   With the

          aid  of  Local   600M  president  George   Carlsen,

          Boermeester   obtained  a   seat  on   the  local's

          executive board  for the  duration  of a  departing

          board member's  term.   Local 139B president  Becht

          was  offered a  position  on 600M's  board and  was

          asked to  assist in upcoming  contract negotiations

          with  Sullivan  Brothers, but  he  turned  down the

          board position and made only a tentative commitment

          to   the   negotiations,    depending   upon    his

          availability.  In  addition, Steven Wysocki,  Local

                             -8-
                              8

          109C's  "chapel  chairman,"  or  shop  steward,  at

          Sullivan  Brothers, continued in  the same capacity

          for the  pressmen's unit of 600M.   Boermeester and

          Wysocki,  who along  with another 109C  officer had

          negotiated  Local  109C's  previous contracts  with

          Sullivan Brothers, agreed to help Carlsen negotiate

          the next contract when the current contract expired

          in  1995.    Boermeester  already   has  negotiated

          contracts  for  the  other  two  former 109C  shops

          subsumed by 600M.  

C.  The Current Dispute
                       

          On  July 6,  1993,  Local  600M  formally  notified

Sullivan Brothers  of the administrative transfers  and asked

the company to recognize and bargain with it as the exclusive

representative  of the  former  109C and  139B members.   The

contract between 139B and Sullivan Brothers was due to expire

on August 31, 1993; 109C's contract was effective through May

31, 1995.   Local 600M proposed that Sullivan Brothers simply

extend the 139B contract so that it expired contemporaneously

with the 109C  contract --  adjusting it in  the interim  for

wage  and benefit  increases  granted in  109C's most  recent

contract -- so that contracts (or possibly a single contract)

could be negotiated for the  two units at the same time.   On

August 11,  1993, Sullivan Brothers informed  Local 600M that

it  did not consider itself bound by the transfer and refused

                             -9-
                              9

to recognize Local 600M.   In addition, beginning on  July 1,

1993,  Sullivan Brothers took  unilateral actions  that Local

600M  alleges  unlawfully  altered  some  of  the  terms  and

conditions of employment  in the bookbinders'  and pressmen's

units.4

          Sullivan Brothers' refusal  to recognize Local 600M

prompted  Local 600M to file  an unfair labor practice charge

with the NLRB on August 23, 1993.  The Board issued an unfair

labor  practice complaint on  October 28,  1993, subsequently

amended on January 20,  1994, which charged Sullivan Brothers

with violating sections 8(a)(1) and (5) of the National Labor

Relations Act, 29  U.S.C.    158(a)(1) and  (5), for refusing

to bargain with Local 600M and for unilaterally changing  the

terms and  conditions of  employment.  An  administrative law

judge ("ALJ") conducted a hearing on the matter on February 3

and  4, 1994.5  On March 7,  1994, more than six months after

                    

4.  Sullivan Brothers:   (1)  ceased making  contributions to
the  employees' pension  plans;  (2) announced  a new  401(k)
plan; (3) ceased deducting  union dues and remitting them  to
the employees' bargaining representatives; (4)  installed and
began  to  use  new equipment  in  the  pressmen's unit;  (5)
granted wage increases to employees in the bookbinders' unit;
(6)  gave Christmas bonuses  to employees in  both units; and
(7) implemented a proofreading bonus program for employees in
both units.

5.  On  July 15,  1994, the  ALJ issued  his decision  on the
underlying complaint.  The  ALJ found that Local 600M  was in
fact the successor  to Local 109C and  that Sullivan Brothers
had  an obligation to  bargain with it.   The  ALJ also found
that Sullivan  Brothers had no obligation  to recognize Local
600M as Local  139B's successor because the vote  to transfer
violated minimal  standards of  due process.   We accord  the

                             -10-
                              10

it initially  received the  union's complaint, and  more than

four  months after it had issued its own complaint, the Board

petitioned  the district  court  for a  temporary  injunction

pursuant  to section 10(j) of  the Act, 29  U.S.C.   160(j).6

The  petition sought  an order  requiring  Sullivan Brothers,

pending  final  resolution  of   the  issues  raised  in  the

underlying  complaint, to  recognize and  bargain with  Local

600M as the representative of the pressmen's and bookbinders'

units,  and to  rescind, upon  Local 600M's  request, certain

unilateral changes made  in the terms  and conditions of  the

members' employment.     The  district  court  found that  "a

question  exists  as  to  the  continuity  of  representation

                    

ALJ's decision, coming after the district court's ruling, "no
independent  weight in  assessing whether  the court  erred,"
Maram v. Universidad Interamericana  de Puerto Rico, 722 F.2d
                                                   
953, 959 (1st Cir. 1983).  Since the district court based its
findings  and  conclusions   on  the  administrative  hearing
record, we note that, to the extent it proves  useful, "it is
appropriate  to look to evidence  the ALJ points  to that was
before  the  court, but  of which  the  court failed  to take
note."  Id.
           

6.  Section 10(j) provides:
          The Board shall have power, upon issuance
          of  a complaint as provided in subsection
          (b)  of this  section  charging that  any
          person  has engaged in  or is engaging in
          an unfair labor practice, to petition . .
          .  for  appropriate  temporary relief  or
          restraining  order.   Upon the  filing of
          any such petition  the court shall  cause
          notice  thereof to  be  served upon  such
          person,   and    thereupon   shall   have
          jurisdiction to grant  to the Board  such
          temporary relief or restraining  order as
          it deems just and proper.

                             -11-
                              11

provided  by Local  600M" and  that the  Board had  failed to

establish  a  likelihood  of   success  on  the  merits,  and

concluded  that injunctive  relief was  not just  and proper.

This appeal followed.

                            II.  
                               

      The Section 10(j) Preliminary Injunction Standard
                                                       

          In considering a petition  for interim relief under

section  10(j), a district  court must  limit its  inquiry to

whether (1) the Board  has shown reasonable cause to  believe

that the defendant has committed the unlawful labor practices

alleged,  and  (2)  whether  injunctive  relief  is,  in  the

language of the  statute, "just  and proper."   See Asseo  v.
                                                         

Centro  Medico del Turabo, 900 F.2d 445, 450 (1st Cir. 1990);
                         

Asseo  v. Pan American  Grain Co., 805 F.2d 23, 25  (1st Cir.
                                 

1986); Maram v.  Universidad Interamericana  de Puerto  Rico,
                                                             

Inc., 722 F.2d  953, 958 (1st Cir. 1983).  The district court
    

is not empowered to decide  whether an unfair labor  practice
      

actually  occurred.   Centro Medico  del Turabo, 900  F.2d at
                                               

450.  In  assessing whether  the Board  has shown  reasonable

cause, the  district court  need only find  that the  Board's

position  is "fairly  supported by  the evidence."   Id.   In
                                                        

satisfying  the  court that  injunctive  relief  is just  and

proper, however,  the Board faces  a much higher  hurdle, for

here the  district court must  examine "the whole  panoply of

discretionary  issues  with respect  to  granting preliminary

                             -12-
                              12

relief."   Centro Medico del Turabo, 900 F.2d at 454 (quoting
                                   

Universidad Interamericana de Puerto  Rico, 722 F.2d at 958).
                                          

Thus, the  district court must apply  the familiar, four-part

test for  granting preliminary relief.  Under  this test, the

Board must demonstrate:

          (1)  A  likelihood  of  success   on  the
               merits;
          (2)  The  potential  for irreparable
               injury   in   the  absence   of
               relief;
          (3)  That such  injury outweighs any
               harm  preliminary relief  would
               inflict on the defendant; and
          (4)  That  preliminary  relief  is  in  the  public
               interest.

See, e.g., Narragansett Indian Tribe v. Guilbert, 934 F.2d 4,
                                                

5 (1st Cir. 1991); Centro Medico del Turabo, 900 F.2d at 453.
                                           

When, as in this case, the interim relief sought by the Board

"is essentially  the final  relief sought, the  likelihood of

success  should be strong."  Pan American Grain Co., 805 F.2d
                                                   

at 29 (emphasis added).  

          Our  review of  the  district  court's analysis  is

limited.   We review the court's  determination of reasonable

cause  for clear error, and we  examine its ultimate decision

to grant or  deny equitable relief  for abuse of  discretion.

Centro Medico del Turabo, 900 F.2d at 450; Pan American Grain
                                                             

Co., 805 F.2d at 25.   A court abuses its discretion when, in
   

determining  the  likelihood of  success  on  the merits,  it

applies an improper legal standard or erroneously applies the

                             -13-
                              13

law to particular facts.  Feinstein  v. Space Ventures, Inc.,
                                                            

989 F.2d 49, 51 (1st Cir. 1993).

                             III.
                                 

                          Discussion
                                    

          The Board argues on  appeal that the district court

erred in  concluding that the  Board failed to  demonstrate a

likelihood  of success on the  merits and that  it abused its

discretion in denying its petition for injunctive relief.  We

now address these arguments.    

A.  The District Court's Ruling
                               

          1)  Reasonable Cause
                              

          The  district   court  made  no   reasonable  cause

finding, instead  proceeding directly  to assess  the Board's

likelihood of  success on the  merits.  Neither  party argues

that  this in  itself constituted  error; we  assume arguendo
                                                             

that  the district court did  in fact find reasonable cause,7

                    

7.  Perhaps the court  saw no reason to labor over  a test of
questionable utility;  we are not  unsympathetic.  Even  if a
court makes an explicit finding that the Board had reasonable
cause, it must still assess, as part of the "just and proper"
determination, the relative likelihood that the Board will in
fact ultimately prevail.   See Centro Medico del  Turabo, 900
                                                        
F.2d  at  455  ("[W]e are  satisfied  .  .  .  that there  is
reasonable  cause to  believe that  the alleged  unfair labor
practices  were  committed,  and that  there  is  substantial
                                
likelihood   of   success")  (emphasis   added);  Universidad
                                                             
Interamericana de  Puerto Rico, 722 F.2d at 959 (stating that
                              
the  reasonable cause  determination consists  of determining
"whether   the  Regional   Director's  position   was  fairly
supported and,  if so, for  the purpose of  overall weighing,
how likely so") (emphasis added).
             

                             -14-
                              14

and turn to the district court's determination that the Board

failed to demonstrate a likelihood of success.   

          2)  No Likelihood of Success
                                      

          The gravamen of  the Board's unfair  labor practice

complaint is that the  administrative transfer of Locals 109C

and 139B to Local 600M raised no question  of representation.

In other words, the  Board asserts that Local 600M  took over

the representation of  the Sullivan Brothers bookbinders  and

pressmen from locals 139B and 109C with sufficient continuity

to keep  intact Sullivan Brothers'  obligations to  recognize

and bargain with Local 600M and to perform under the existing

collective  bargaining   agreements.    The   district  court

concluded  that the  Board had not  demonstrated that  it was

likely to win  that argument.   In so  holding, the  district

court relied primarily on  (1) changes in leadership effected

by the transfer;  (2) changes in a  number of the  rights and

                    

          Two  circuits have recently  dropped the reasonable
cause analysis in section 10(j) cases, reasoning that (1)  it
was erroneously introduced in  section 10(j) cases by analogy
to cases  arising under section 10(l),  which, unlike section
10(j),  expressly  requires that  the Regional  Director find
reasonable  cause prior to seeking an  injunction, and (2) it
is entirely  superfluous,  since determining  that  equitable
relief is appropriate necessarily includes a finding that the
Board  is  likely  to succeed  on  the  merits  -- a  virtual
impossibility without  also  meeting the  minimal  reasonable
cause  standard.   See Miller  v. California  Pacific Medical
                                                             
Center, 19 F.3d 449, 456-67 (9th Cir. 1994) (en banc); Kinney
                                                             
v. Pioneer Press,  881 F.2d 485, 487-93 (7th Cir.  1989).  We
                
find  no fault in our sister circuits' rulings.  However, the
relative  merits of  retaining or  discarding the  reasonable
cause  requirement  were not  argued  in  this  case, and  we
therefore decline to rule on the issue.

                             -15-
                              15

duties of the local members; and (3) changes in the manner of

negotiating,  ratifying  and   administering  contracts   and

calling strikes.   The Board  argues that these  changes were

non-existent,  illusory,  or  insufficient  to  constitute  a

change  in   the  representative's  identity,  and  that  the

district court's conclusion was erroneous.

          We cannot say  that any single  one of the  changes

cited  by  the district  court would  result  in a  change of

identity  for a union, or  even that, taken  together, all of

these   changes  will   certainly   result  in   an  ultimate

determination for Sullivan Brothers.  Our task here is simply

to  determine whether  the  district court  erred in  finding

significance  in  these  facts  and  whether  it  abused  its

discretion in concluding that  the Board had not demonstrated

a clear likelihood of  success.  Bearing in mind  that "[t]he

ultimate question  is whether  the union   . . .  operates in

substantially the  same way as it  did before," Seattle-First
                                                             

Nat'l Bank v.NLRB, 892  F.2d 792, 799 (9th Cir.  1989), cert.
                                                             

denied,  496  U.S. 925  (1990), we  think the  district court
      

acted  well within its discretion by declining to answer that

question in the affirmative.

          To  determine  whether  a  particular  affiliation,

merger,   or  transfer  interrupts   an  existing  collective

bargaining  relationship, the  Board asks:   (1)  whether the

merger  or  transfer   vote  occurred  under   "circumstances

                             -16-
                              16

satisfying minimum  due process"8  and (2) whether  there was

"substantial continuity"  between  the pre-  and  post-merger

union.9    Southwick  Group  d/b/a Toyota  of  Berkeley,  306
                                                       

N.L.R.B.  893, 899 (1992) (quoting News/Sun-Sentinel Company,
                                                            

290 N.L.R.B.  1171 (1988), enforced  890 F.2d 430  (D.C. Cir.
                                   

1989),  cert.  denied,  497   U.S.  1003  (1990));  see  also
                                                             

Insulfab, 789 F.2d at 965.
        

          The  "substantial  continuity"  prong  is  a  fact-

intensive test  that compares the pre-  and post-merger labor

organizations and asks "whether the changes are so great that

a new organization has come into  being -- one that should be

required   to  establish   its   status   as   a   bargaining

representative  through   the  same  means  that   any  labor

organization  is  required to  use  in  the first  instance."

Toyota of Berkeley, 306 N.L.R.B. at 900.  No single factor is
                  

determinative,  nor is  a  particular  checklist  prescribed.

                    

8.  Sullivan  Brothers  apparently  does  not  challenge  the
procedures surrounding Local 109C's and Local 139B's transfer
votes in this  proceeding, and we therefore  offer no opinion
on  whether  those   votes  satisfied  minimal  due   process
standards.  See supra note 5.
                     

9.  Union  affiliations and  mergers do  not necessarily,  or
even usually,  raise a question  of representation.   NLRB v.
                                                          
Insulfab Plastics, Inc., 789 F.2d  961, 964 (1st Cir.  1986).
                       
A  question  of representation  arises  when the  affiliating
union undergoes changes  "sufficiently dramatic to alter  the
union's identity."   Id.  at 964-65.   Otherwise, affiliation
                        
"is  an  internal  union  matter  that does  not  affect  the
representative  status of  the  bargaining agent  or end  the
employer's  duty  to  continue  its  relationship  with  that
union."  Id. at 965.
            

                             -17-
                              17

Rather, "[t]he Board considers  the totality of a situation."

Id.   Among  the factors  that  the Board  has  traditionally
   

considered are:   "the continued  leadership responsibilities

of existing union  officials, the perpetuation  of membership

rights and  duties, the  continuance of  the manner  in which

contract   negotiations,    administration,   and   grievance

processing  are  effectuated,  and the  preservation  of  the

certified   representative's   assets,  books   and  physical

facilities."    Id.   See  also  Insulfab,  789  F.2d at  965
                                         

(listing as factors  to consider "structure,  administration,

officers,  assets,  membership,   autonomy,  by-laws,   size"

(quoting NLRB  v. Pearl  Bookbinding, 517 F.2d  1108, 1111-12
                                    

(1st Cir.  1975)); J. Ray McDermott  &amp; Co. v.  NLRB, 571 F.2d
                                                   

850, 857 (5th  Cir.) ("we must consider  whether changes have

occurred  in  the  rights  and  obligations  of  the  union's

leadership  and membership, and  in the relationships between

the  putative  bargaining  agent,  its  affiliate,  and   the

employer"), cert. denied, 439 U.S. 893 (1978).
                        

          The Board  argues that the district  court erred in

performing   the   substantial    continuity   analysis    by

exaggerating and overemphasizing  changes in leadership while

ignoring  other evidence  of continuity.   We  recognize that

"there is no requirement that officers of a merged local must

become officers of the new local," Service America Corp., 307
                                                        

N.L.R.B. 57,  60 (1992) (emphasis added),  and that continued

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                              18

leadership  may  be provided  by  representatives  other than

union officers  if they fill positions  of responsibility and

trust.   As evidence of  continuity of leadership,  the Board

points to the  continuation of  Wysocki in his  role as  shop

steward,  former  Local  139B  president   Becht's  tentative

commitment to participate in  future negotiations, and former

Local 109C  president Boermeester's election to  Local 600M's

executive board and  his continued participation in  contract

administration and negotiation.

          The evidence, however, supports a finding that  the

transfer  did in  fact  change the  relationship between  the

putative  bargaining agent  and Sullivan  Brothers.   Becht's

tentative  commitment remained  just  that,  and  Boermeester

failed  to obtain as a  condition of the  transfer an express

guarantee   that  he   would   oversee  day-to-day   contract

administration   and   future   negotiations  with   Sullivan

Brothers.   Moreover,  Boermeester's  term on  the  executive

board  expires  at  the  end  of  1994,  when  he  must  face

reelection before the entire local.   Furthermore, Local 600M

president  Carlsen  notified  Sullivan  Brothers  in  writing

following  the  transfers that  henceforth  it  would be  his
                                                             

office   that   would    handle   contract    administration,

negotiations, and grievances, and that  future communications

concerning  those  matters  should be  directed  accordingly.

Compare  Toyota of  Berkeley,  306 N.L.R.B.  at 904  (finding
                            

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                              19

substantial  continuity following  merger where,  inter alia,
                                                            

former  union's principal  official,  as a  condition of  the

merger,  "continued   to  exercise  sole   control  over  the

collective bargaining and day-to-day  contract administration

and  grievance  handling  on  behalf  of  employees  formerly

represented by [the merged] Local").

          In  arguing that  there was  in fact  continuity of

leadership, the Board relies heavily on Service  America.  We
                                                        

fail to see how that case controls here.  In Service America,
                                                            

the Board held that  having new representatives negotiate and

administer  contracts following a merger does not necessarily

defeat continuity, particularly when  the former union  would

have  undergone  a  change  in leadership  anyway.    Service
                                                             

America,  307 N.L.R.B. at 60.  The circumstances in that case
       

were  entirely different,  however,  from the  case at  hand.

First, the merging union  in that case, Local 513,  still had

1,300 members and a full slate of  its own local leaders when

it merged with Local  115.  Here, the evidence  is undisputed

that no members  of Local  139B or 109C  wished to take  over
       

positions of leadership within their own locals; the transfer

occurred in  part precisely because  the workers had  no more

leaders  and no prospects of  finding any among  the ranks --

i.e., they  had no more  representation.  Second,  in Service
                                                             

America, both  of Local 513's  top officials  also served  as
       

business agents negotiating contracts and handling grievances

                             -20-
                              20

for the  union; they continued as  full-time business agents,

negotiating contracts and handling grievances, for Local 115.

No  former  109C  or  139B officer  has  retained  a  similar

position of responsibility as part of Local 600M.   Wysocki's

continued stewardship  and  Boermeester's position  on  Local

600M's   executive  board   represent   some  continuity   of
                                            

leadership  for their  former local;  whether they  represent

substantial continuity  is doubtful.   Our attention  has not
           

been directed to any case in which the Board ultimately found

substantial continuity when the affiliating or merging  union

has undergone  the kind of transformation  of leadership seen

here.   See Garlock Equip.  Co., 288 N.L.R.B.  247-253 (1988)
                               

("[T]he  cases   have  placed  emphasis  upon   whether  unit

employees  have  continued  to  be represented  by  the  same

officers  operating under  the same  procedures and  with the

same degree of autonomy as before the change.").

          A host of other factors further distinguishes  this

case  from Service America.  In that case, the dues structure
                          

remained virtually identical  following the merger,  contract

ratification  and strike  vote procedures  were similar,  and

some of Local 513's  assets were retained for the  benefit of

its members.   Here, the district  court found significant  a

number  of  changes in  the structure  of  the union,  in the

bookbinders' and pressmen's rights and duties as members, and

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                              21

in the procedures for contract  negotiation, ratification and

strike votes.10

          The Board contends that the district court erred in

assigning importance to  these changes --  particularly those

concerning contract  ratification and strike votes, which may

be  apparent in Local 600M's  by-laws but might  never be put

into practice.   We recognize that actual union practice, and

not  just  the  letter  of the  by-laws,  controls.   Central
                                                             

Washington Hosp., 303 N.L.R.B. 404, 405 (1991); Seattle-First
                                                             

Nat'l Bank,  892  F.2d  at 799.    In both  of  those  cases,
          

however, there was testimony that union practice was actually

contrary to the by-laws in question.  Here, Carlsen testified

that Local 600M's by-laws in fact permit the executive  board

to accept a contract against the  wishes of the majority of a

bargaining unit's  members.  The record  contains no evidence

that  that particular  provision, or  any other  provision in

question,  does not  represent the  actual practice  of Local
                   

600M.

          As  we have  stated previously,  interim  relief in

section  10(j) cases is not normally appropriate unless it is

clear that  ultimate success  for the  Board will  "not prove

                    

10.  For a  more complete  description of these  changes, see
supra part I.B.  The district court made no finding regarding
     
the preservation  of former  Local 109C's and  139B's assets.
The evidence  was undisputed,  however, that the  assets were
not preserved for the  use of the former members  but instead
were or would be  added to Local 600M's general  or emergency
funds.

                             -22-
                              22

difficult."   Pan American Grain  Co., 805 F.2d at  29.  From
                                     

our  perspective, however,  the transfer  of locals  139B and

109C to  600M exhibited no combination  of characteristics on

which the  Board has typically based a  finding of continuity

in the past.   Cf.,  e.g., Service America,  307 N.L.R.B.  57
                                          

(1992) (finding continuity where merger resulted in positions

of significant responsibility  for former leaders,  virtually

identical rights, responsibilities and dues  for members, and

preservation   of  certain  assets   for  benefit  of  former

members);  Toyota  of  Berkeley,  306  N.L.R.B.  893   (1992)
                               

(finding continuity where former local was merged into sister

local as  separate, autonomous  division with same  trade and

geographic  jurisdiction;  identical  principal official  and

bargaining agent; identical authority of bargaining agent and

members  to  negotiate   and  administer  contracts,  fashion

bargaining proposals, and  call strikes; virtually  identical

dues  structure;  and  where  by-laws of  sister  local  were

amended  as a condition of the merger); May Dep't Stores Co.,
                                                            

289 N.L.R.B. 661 (1988) (finding continuity where leadership,

authority, dues,  and rights  and duties of  members remained

intact following  merger of four  locals into one  local with

four  administrative  districts), aff'd,  897  F.2d  221 (7th
                                       

Cir.), cert. denied, 498 U.S. 895 (1990).  Without some Board
                   

precedent  finding  continuity  where  the  changes  at least

approach those  seen here,  we cannot  say that the  district

                             -23-
                              23

court  incorrectly applied  the  law in  concluding that  the

Board had not shown a likelihood of success.

          The  district court  did  not analyze  the  Board's

petition   under   the  remaining   three   requirements  for

injunctive  relief,  and we  see no  need  to engage  in that

exercise  here.    Without  a clear  likelihood  of  success,

injunctive relief would not  have been just and proper.   See
                                                             

Weaver  v. Henderson, 984  F.2d 11,12  (1st Cir.  1993) ("The
                    

sine qua non of  [the injunctive relief analysis] is  whether
            

the plaintiffs are  likely to succeed  on the merits.");  see
                                                             

also Pan American Grain Co., 805 F.2d at 28 (stating that for
                           

an  injunction to issue, the record must support a finding of

a likelihood of success  on the merits).  Thus,  the district

court's  denial of  injunctive  relief was  not  an abuse  of

discretion.

          AFFIRMED.

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                              24
