Association Merger Agreement Finalized

The long-awaited merger agreement between the Yellow Pages Association (representing publishers) and the Association of Directory Marketing (representing Yellow Pages ad agencies, or CMRs) has been approved by the groups’ respective boards. Now the deal faces membership approval, which appears all but certain before the end of November.

The merger reflects the realities facing many industry associations, as well as those facing the Yellow Pages industry. Over time, as members of both associations have consolidated and look increasingly for cost savings, the rationale for maintaining separate organizations has weakened. In addition, many who favored the merger felt the industry can address its challenges more effectively with a single rather than multiple voices.

The merger negotiations have been going on for some time, and at one point, discussions included the possibility that the Association of Directory Publishers would be part of a three-way merger. The ADP represents smaller directory publishers, which ultimately decided they value their independence.

The ADP discontinued its involvement in the discussion in the spring, but the ADM and YPA kept talking, leading up to this agreement.

According to YPA President Neg Norton, one of the key challenges in getting the deal done was making the ADM comfortable that its role of independent advocate for the national channel would not disappear as it was absorbed into the YPA.

The structure that addresses this concern creates a National Marketing Division within YPA, giving the former ADM a distinct identity within the trade group.The NMD will have its own governing counsel and a separate voluntary dues structure. While all YPA members will be eligible for NMD membership, only CMR members will be able to vote.

Also, several bylaw changes were made in the course of the negotiations aimed at expanding the national role within the association. Notably the new board of directors for the expanded YPA will have four CMR members (elected by the NMD membership), along with four major publishers (three with more than $1 billion in revenue and one with more than $300 million), one independent and one international publisher member. Additionally, there will be a non-voting associate (supplier) member on the board. The current YPA board has two CMR members — association Chairman Chris Cummings (Marquette Group) and Norm Hagarty, CEO of DAC Group.

Nancy Augustine, the current SVP of the ADM (CEO Herb Gordon retired this year), will be retained to run the NMD.