I ressurected the following debate from a 2001 post from the old boards. I know some of you are too young to recall the old board;-) Anyway, it is an interesting read, though much of it has already been addressed. I only post it so those of you who haven't read it can wade through it and draw your own conclusions based upon the differing opinions... Grab a brew...it is long.
---Auto-Ordnance Corporate History
-- Posted by Baxter on 4:46 pm on Aug. 17, 2001
Based on the continuing WH are fake Thompson threads, I decided to do some of my own research. I will tell you that the information I have obtained is all public information verifiable by any of you. Accordingly, don't challenge my stated facts until you have attempted to verify it yourself.
I obtained the corporate filings for two New York corporations via the New York secretary of state's office (via WestLaw). I also obtained information ditrectly from the US Patent and Trademark Office website (http://www.uspto.gov/
Here is what I have learned:
Maguire Industries was incorporated as a New York corporation on August 25, 1916. On October 7, 1916, the name was changed to Auto-Ordnance Corporation. Then, for reasons unknown to me (Doug, maybe you can help me out), on March 15, 1944 the name was changed to Auto Ordnance Corporation (dropping the hyphen). On March 14, 1961, the name was changed again, this time to Components Corporation of America. Finally, on December 30, 1981, this corporation was merged out of existence.
With respect to West Hurley, on June 14, 1974, a New York corporation was formed in West Hurley New York calling itself the Auto-Ordnance Corporation. This was not a legal problem since the previous corporation using this named abandoned it in 1961. The West Hurley corporation is currently an active New York corporation with Gregory M. Jenks listed as the Chairman of the Board.
Clearly, based on the foregoing, the West Hurley Corp is NOT a successor in interest to the original Auto-Ordnance Corporation. The question then becomes, if it is a seperate legal entity, which it clearly is, did it acquire ANY of the intelectual property rights from the original? Certainly the patents on the Thompson had expired by the time World War II came to an end (at least with respect to the model of 1921). Certainly by 1961, when the name was changed to Container Corporation of America, the patents were all worthless and expired. The only remaining intellectual property from the original would be the trademark. We've all seen the distinctive Thompson trademark. Was it assigned to the West Hurley corp? It does not appear so.
On July 25, 1984, the West Hurley corporation applied for the "THOMPSON" trademark related to machine guns and such. That trademark was granted on September 17, 1985. The Serial No. is 73491525 and the Reg. No. is 1360435. If the West Hurley Corp. had been an assignee of the original and a LEGITIMATE successor in interest, they would not have needed to apply for this otherwise abandoned trademark in 1984.
What does all this mean? It means to me that the current Auto-Ordnance Corporation (West Hurley, New York) is NOT a successor in interest to the original Auto-Ordnance Corporation. It also means that the West Hurley Corp.'s use of the Thompson trademark is legitimate to the extent that it does NOT violate the trademark rights of any other person or entity since that mark had clearly been abandoned sometime after 1961. However, the West Hurley Corp.'s advertising literature certainly implies an affiliation with the original corporation which does not appear to exist. This would certainly be misleading to consumers and might even be actionable by them.
If a fake is a copy or replica purporting to be an original then the West Hurley guns are fakes if the West Hurley Corp. holds them out as genuine as opposed to replicas. Is there anything wrong with a replica? No. It is what it is and it is what it purports to be. Is there anything wrong with a fake? If I bought something thinking it was genuine to find out it was a replica, I'd be mad. If I bought a WH Thompson, I would know what it is and would accept it as such. Accordingly, the only time a harm occurs is if a consumer is actually misled. There is nothing wrong conceptually with the WH guns themselves (manufacturing tolerances aside). However, I do think that there is some confusion related to the origin of the West Hurley Auto-Ordnance Corporation and if it misleads a consumer, it is a fake and it is wrong, legally and morally.
Just my $0.02
-- Posted by hardrede on 10:04 pm on Aug. 17, 2001
Excellent, now can we put this one to bed? Or, do we need another "lesson."
-- Posted by Doug Richardson on 1:48 pm on Aug. 18, 2001
Isn�t research fun? All sorts of things come out of the woodpile when you dig. Research always beats hype and verbiage. Regarding your confusion over the hyphen in Auto-Ordnance, I believe you just got some dates interchanged. Here is an article I wrote which should help. It is from my forthcoming book "Thompson Technical Volume III":
Regarding the bullet trademark, if a company registers a trademark, it is theirs forever. They never have to reregister it. If they stop using it or allow others to use it without their permission and without protest, they loose it to the public domain. In the case of the Thompson bullet trademark, that is exactly what happened. It became public domain. Many people started using it on their replicas including me. Now for someone to re-register the trademark, it must be claimed that no one else was using it or it becomes a fraudulent registration application. Numrich did not claim they were using it on the Thompson Submachine Gun . (Wouldn�t that have tipped off the Trademark Office researcher!) Instead they put it on an M1911 .45 pistol until it passed the Trademark Office. That is something to look into. If Numrich Arms had purchased Auto-Ordnance, they would also own the trademark and would not have had to reregister it, just as you said. By reregistering the trademark, Numrich admitted that they did not own the original Auto-Ordnance Corp.
by Douglas W. Richardson
AUTO-ORDNANCE CORPORATION REGISTRATION CHRONOLOGY
The Auto-Ordnance Corporation, which was the inventor, designer, developer, and manufacturer of the world famous Thompson Submachine Gun, was first registered in New York by Colonel John T. Thompson and others as the �Auto Ordnance Corporation�, without a hyphen between �Auto and �Ordnance�, on August 25, 1916.
On October 7, 1916, the name was changed to the �Auto-Ordnance Corporation� with a hyphen between �Auto� and �Ordnance�.
A holding company formed by Russell Maguire called �Thompson Automatic Arms Corporation� was registered as a Delaware corporation on March 3, 1939 for the purpose of providing a vehicle to facilitate the purchase of the Auto-Ordnance Corporation from the Thompson and Ryan estates and other stockholders.
New York State granted authority for the Thompson Automatic Arms Corporation to do business in New York on May 15, 1939.
The Thompson Automatic Arms Corporation was granted authority to conduct business in Connecticut on April 4, 1940.
Auto-Ordnance Corporation was registered to conduct business in Connecticut on July 3, 1940.
On May 29, 1941, Thompson Automatic Arms Corporation surrendered its authority to do business in New York.
Auto-Ordnance Corporation was consolidated with Thompson Automatic Arms Corporation on October 10, 1941, resulting in the Thompson Automatic Arms Corporation ceasing to exist.
Notice was filed with Connecticut on December 5, 1941 advising of the consolidation of Auto-Ordnance Corporation and Thompson Automatic Arms Corporation and the termination of Thompson Automatic Arms Corporation.
On March 17, 1942, a certificate of withdrawal from doing business in Connecticut was filed by Thompson Automatic Arms Corporation.
On March 15, 1944, the Auto-Ordnance Corporation name was changed to �Maguire Industries, Incorporated� with Auto-Ordnance becoming known as the Auto-Ordnance Division of Maguire Industries, although gun production was terminated as World War II ended. No Thompson guns were made after 1944.
A certificate of name change was filed in Connecticut on March 22, 1944 documenting the name change from Auto-Ordnance Corporation to �Maguire Industries, Inc.�
For failure to provide yearly corporate reports for the years 1949 and 1950, Connecticut terminated Maguire Industries, Inc. right to do business in that state on December 14, 1950.
Maguire Industries, Inc. merged with CCA Nucorp Holding, Inc. and the name was changed to �Components Corporation of America� on December 30, 1981 in New York and is still an active company today owned by the Maguire family.
The name �Auto-Ordnance Corporation�, which had been abandoned in 1944, was re-registered in New York on June 14, 1974 by Numrich Arms Corp. of West Hurley, New York. The new �Auto-Ordnance Corp.� had no connection with nor was it a successor in interest to the original Auto-Ordnance Corporation of Thompson, Ryan, Maguire, and �Tommy Gun� fame although its literature, catalogs, trademarks, and �Thompson� gun patterned to look like the original Thompson fools consumers into believing otherwise. Kahr Arms purchased the new �Auto-Ordnance Corp.� from Numrich Arms in 1998, apparently believing that they were actually buying the original Auto-Ordnance Corp., not the one created by Numrich Arms.
-- Posted by Baxter on 2:38 pm on Aug. 18, 2001
Thanks Doug. That does explain it. It seemed like I had the names in the wrong order. The records I got show the most recent name (Componenet Corporation of America) and a list of former names. To ascertain the history of the names, there is a list of filings including name change filings. My dates are correct, but I read the name list in the wrong order.
It should be:
Auto Ordnance Corporation August 25, 1916
Auto-Ordnance Corporation October 7, 1916
Maguire Industries, Inc. March 15, 1944
However, the corporate records show another name change filing on March 14, 1961. Now that I have the list in the right order, I would assume that the name changed to Component Corporationof America on this date. Of course, I could be wrong.
Finally, the New York records have this corp ceaseing to exist as of December 30, 1981 as a result of a merger (In a corporate merger, both companies merge into one, but only one of the two corporate entities remains). Here, it looks like the Auto-Ordnance entity was merged into the other since the New York records clearly show that this corporate entity ceased to exist on December 31, 1981.
Comments? I'm most interested to know what the name change filing was in 1961. Any ideas?
-- Posted by Bill in VA on 2:54 pm on Aug. 18, 2001
Baxter, and Doug,
Congratulations to the two of you, both on your outstanding research and on your convincing me on the actual lineage of Auto Ordnance/Auto-Ordnace. Strictly speaking semantics, I [still] question Numrich/WH A-O's intentions however. I would think that anyone with even a passing interest in TSMGs could hardly argue that WH TSMGs were "original" (for lack of a better term): I think all would accept the fact that WH TSMGs are not pre-war/wartime production firearms. My [rhetorical] question is, "did Numrich/WH actually and intentionally set out to mislead consumers, or were they under the impression that they owned the Auto Ordnance trademarks and name, or were they simply uninitiated and ignorant (at first, at least) as to the ways of corporate America and its laws and regulations?" I'd guess that there's really know way to answer this question definitively unless one were able to read George Numrich's and Ira Trask's minds. So to sum it up (for me anyways), I'm now convinced that the WH guns are not "true" lineal descendants of the original Auto Ordnance. Being an historian, I at first questioned your (Doug)'s research simply because you offered no citations (due to lack of board space/time constraints, no doubt.) As an historian, one of the first things pounded into my head as an eager and bright-eyed undergraduate was "always cite your sources." Baxter, you've given the citations and background that Doug no doubt must've orignally used. I thank you and salute you both on a job well-done.
-- Posted by ArnoldHarris on 7:18 pm on Aug. 18, 2001
Mr Baxter, I want to add my thanks to those already expressed by others on the Thompson SMG discussion board for your research on Auto-Ordnance Corporation and the Thompson trademark, which you obtained from the US Patent Office and the New York secretary of state's office via Westlaw.
I checked out the website of Components Corporation of America, a holding company with headquarters in Dallas TX which has three wholly-owned subsidiaries which manfacture and market electronic equipment for commercial/industrial and for military/aerospace markets. You identified them as the corporate body into which Maguire Industries got merged, and from which the identity of the original Auto-Ordnance Corporation was abandoned in 1961. CCA traces their history back to 1916, which is when Auto-Ordnance Corporation was founded in New York. I intend to contact them directly, and I have no doubt they will confirm their original connection to Auto-Ordnance.
You have also verified that Numrich Arms on 6/14/74 formed a corporation in West Hurley NY under the name Auto-Ordnance Corporation, which was perfectly legitimate, inasmuch as the name had been legally abandoned 13 years earlier, and that Auto-Ordnance Corporation is still an actively registered New York Corporation.
You also verified that on 7/25/84, Auto-Ordnance Corporation at West Hurley applied for the "Thompson" trademark as related to machine guns "and such", and that Auto-Ordnance Corporation at West Hurley was duly granted that trademark registration on 9/17/85.
That means, literally, that all firearms manufactured by the "new" Auto-Ordnance Corporation at West Hurley after 6/14/74, and that any entity which purchased rights to that name from the "new" Auto-Ordnance Corporation, legally and correctly used that name in a manner unchallengeable in a court of law. It also means that after 9/17/85, the "new" Auto-Ordnance Corporation had sole right to use the Thompson trademark, and so too did anyone who purchased that trademark from the "new" Auto-Ordnance Corporation. So, what about the years before these registrations took place?
Unless someone has evidence to dispute it, Kilgore Manufacturing Company of Westervile OH bought the remnants of Auto-Ordnance Corporation from Maguire Industries in 1949 for $385,000. According to the Thompson Collectors Association, their purchase included all existing parts, inventory, tooling, and machinery needed to produce the guns. Kilgore, a manufacturer of cap pistols in the 1930s and a substantial manufacturer of military ordnance during World War II, had business contacts in Egypt and expected, albeit prematurely, to be able to manufacture Thompson submachine guns for the Eqyptian government. Taking into account 52 years of inflation, $385,000 in 1949 would be quite a few millions in today's money. Kilgore did not make that purchase simply to acquire some crates of unwanted machinery collecting dust in a warehouse. Their purchase assuredly included a right to manufacture Thompson submachine guns.
But Kilgore could not finalize their Egyptian would-be
connection, and sold their rights in Auto-Ordnance and Thompsons to a New York investment syndicate headed by Frederick A Willis, a former "old" Auto-Ordnance executive, reportedly at a much lower price than Kilgore had paid Maguire. Unless it can be proven that this transaction never took place, then the Willis syndicate obtained every right over names, trademarks, etc, that Kilgore had purchased from Maguire Industries.
In October 1951, Numrich Arms Corporation, Mamaroneck NY, a company that had purhased numerous other defunct gun manufacturers and -- perhaps more importantly -- their stores of
spare parts, bought Willis' Auto-Ordnance and Thompson holdings. Unless it can be proven that this transaction never took place, then Numrich Arms Corporation obtained every right over names, trademarks, etc, that the Willis syndicate had purchased from Kilgore and that Kilgore had purchased from Maguire Industries. We do know that Numrich, through Kilgore and Willis, ended up with the original drawings and even the original prototypes so painstakingly constructed by Eickhoff and Payne for General J T Thompson back in the World War I formative years of Auto-Ordnance Corporation.
If all this occured as described, then Kilgore, the Willis
Syndicate, and Numrich were all "sucessors in interest" to the old Auto-Ordnance Corporation and its trademarks, regardless of revisionist interpretations fervently expressed on this bulletin board in recent months. But, if so, why did Numrich bother and
resurrect the the Auto-Ordnance name in 1974 and Numrich and/or Trast register the Thompson trademark under their control in 1985?
My guess -- and it is just a guess until I have an opportunity to do some of my own corporate interviewing -- is that Numrich had little use for their Auto-Ordnance/Thompson acquisition except for surplus parts sales, until the 1970s, when they manufactured
and sold more than 3000 of the West Hurley version of the M1928, and in the mid-1980s, when they hurredly manufactured about 610 M1A1 (mis-labeled M1s in 1985. By then, I surmise, they learned that people didn't merely want automatic weapons in .45 caliber, but they also wanted it to look like the Colt Thompsons in the case of the one model, and like the Savage and Bridgeport slim-receiver Thompsons in the case of the other model. I suppose they wanted the Auto-Ordnance name and trademarks on the firearms because they presumed that people would pay more money for them. But the Auto-Ordnance name had been abandoned in 1961. My further guess, then, was that Numrich considered it prudent to make certain the Auto-Ordnance name was re-established before someone else got the same idea and beat him to the punch. The trademark registration? Probably based on the same logic when they started manufacturing the more-desirable AO/WH M1/M1A1s.
I am not an attorney and I have no idea how a court of law legally defines the term "successor in interest". But I am satisfied beyond a reasonable doubt that, starting in 1951, when they bought whatver was left of the Thompson submachine gun enterprise, Numrich Arms was miles ahead of any other claimant for that title. They owned numerous other defunct gun manufacturers; they sold Thompson parts; they owned all the prototypes, production tooling and machinery needed to produce new Thompsons, and they almost assuredly acquired the legal right to do all this by buying out Willis' interest.
Above all, Numrich manufactured some 4,000 full-automatic Thompson submachine guns, including about 3300-3400 M1928s and 610 M1/M1A1s. These legally registered and transferable automatic weapons now constitute a significant percentage of all Thompson submachine guns available to American citizens since USC 922(o) came into force in May 1986. I think that all of us in the active Class 3 world owe Numrich and Trast a vote of thanks for that alone.
Admitedly, the receivers were milled from milder steel than that used in the 1921 Colt Thompsons, and some of the internal parts were made from cheap investment castings. But every part except the received can be replaced by easily-obtainable World War II Savage and Auto-Ordnance parts. I have shot some 14,000 rounds through my AO-WH Thompson M1A1s, and others whom I loaned them to on the gunrange have shot thousands more. They are the most dependable firearms I know of, and I have handled hundreds of different guns as a range officer and range master, and I have practic fired a lot of them, at the SMG matches we have run 3-4 times a year here in southern Wisconsin and at one occasion at Knob Creek KY.
As everyone who knows me understands, I am a shooter and not a collector. So I have to work at understanding what some of you guys are all about, with matched serial numbers, proofmarks, 98% finishes, etc. To me a Thompson is a Thompson is a Thompson, as long as it hammers out 450-600 rounds per minute without feedjams, singing its unmistakeable song of syncopated power, with its 10+ pounds of weight making it one of most stable gun platforms that ever compete in subgun matches. Maybe, to balance things up, you collectors ought to make an effort to consider what motivates Thompson shooters. I guess you folks are upholding the Thompson tradition your way, and we are upholding it our way.
At least that's the way I hope this online argument works itself out. Nick and Frank Iannamico designed this website both for the collectors and the shooters. So let's try to repay them for their work by ending the bickering. Objectively speaking, all of us -- Mr Richardson, Mr Baxter, myself, and everyone else who took part in this recent online seminar -- probably contributed to what was previous known or assumed about the history of Auto-Ordnance and the Thompson submachine gun. That in itself made it worthwhile.
One of the people who replied to one of current threads -- "Fred", I think, wrote that the best way to resolve the dispute is to refer to the Colt, Savage and Bridgeport Thompsons as the "old" Thompsons and the others (West Hurley, Pearl, R W Urich, etc) as the "new" Thompsons. That way, there won't be any confusion. I won't badmouth your 1921 Colt Thompson collector
specials, and I ask that you collectors extend the same courtesy to us "new" Thompson owners. What do you say?
End of quote