COMPETITION TRIBUNAL ID:613 957 3170 THE COMPETDlON TRIBUNAL IN nm MA'IJBR OF an application by tho Dlrootor of lnvestlgatlon and R-.roh wd..,.- aootions 79 and 105 of tho Co111p11tUlon Act, R.S.C. 1985, c. C.34; AND IN Tlm MATTBR OF certain pnlOl!ces of the PubllshOl'I of Yollow·P Tclephono Dlr«ltorlos In Canada; AND IN THB MATTl!R OF a Consent Order granted by tho Compotltlon Tribuna dated November 18, 1994;
AND IN nm MATll!R OF an application by A<Jr Dlroototy Ltd. (now TELUS Advortlslng Scrvleet1 Inc.) and Bdrnonton Telephones Corporation (pnxl!JCIJSSOr to BD TEL Dhecto!y Inc., llQW TELUS AdWJl1lslog Serv1oos (Bdmooton) lne.), under aootion 106(•) of tho ~J.ct. R.S.C. 1985, c. o-34, u lllllClldod, to vuy tho Consent Order granted bythoCompcdtionTdbWlaldaflldNov. 18, 1994.
BBTWEBN: AGT DJRECl'ORY LTD.
and EDMONTON TELEPHONES CORPORA,'110N and DIR.ECTOR OF JNVESTIGATION AND RESJWlCB, ANGLO CANADIAN TELEPHONE COMPANV, DIRECl'WEllTPUBLISllERSLTD., Tm: MANITOBA TELEPHONE SYSTEM, MT&TBOLDINGSJNCORPORATED, TE~.=~::::: 2 and NOTICE OF APPUCATION J!OR ORDER VARYJNG CQNBENT onnp DADD ftODMBJB 1e.1u4 l. TAKB Nones that the Applicants AOT Directory Ltd. (now TELUS Advertising Scrvloea Ino.) and Edmonton Telephones Cotpo.ration (predcccssor to BO TBL Directory lno., now TELUS Advertising Seniioes (Bdmonton) Inc.), hereby apply for an Order:
(a) Varying the Style of Cause In tho within proceedings, and the terms of the Consent Order of the Competition Tribunal dated November 18, 1994, to substitute in the case of a reference to AGT Directory Ltd. the name TELUS Advertising Seiv!cea Inc., and in the case of a reference to Edmonton
JAN 17 '97 16:34 No.010 P.01 CT-94102 _______. ., ROT /OTC PAXLIN! 41 <2j5 DI "
Applicants COMPl11110H tlllUHAl llltUNAL DI LA COHQlllllNCI , · f ~· I L.IAH 16 r1997 ~l D llOll!aM - --1--0-n....,;;:'ll.:;;;;W;:.;;A,."'.·_ O....;Nt;;;,,.~, ""'Fil?.,,_~,...,-
COMPETITION TRIBUNAL ID:613 957 3170 JAN 17 '97 16:34 No.010 P.02 -2-Telephones Corporation the name TELUS Advertising Services (Edmonton) Inc.; and
(b) Varying the Consent Order ofthe Competition Tribunal dated November 18, 1994, to add the following paragraph:
9. The prohibitions contained in paragraph 3(b), (d), (f) and (g) shall not apply to dealings, agreements or arrangements between TELUS Advertising Services Inc., formerly AGT Directory Limited, and TELUS Advertising Services (Edmonton) Inc., successor . to Edmonton Telephones Corporation.
2. AND FURTIIBR TAKE NOTICE that this application is brought pursuant to section 106(a) of the Competition Act, R.S.C. 1985, c. 19 (2nd Supp) as amended, and the Competition Tribunal Rules.
3. AND FURTIIBR TAKE NOTICE that the grounds upon which the Application is brought is that the circumstanoes that led to the making of the Consent Order have changed, in that the Applicants, which were unaffiliated entities at the time of the Consent Order, are now both controlled by TELUS Corporation, following the acquisition of the ED l'E1:- group of companies, including ED TEL Directory Inc. by
TELUS Corporation. In these changed circumstances the Consent Order would not have been made, or would have been ineffective to achieve its intended purpose.
4. AND FURTIIER TAKE NOTICE that the material fucts upon which the Applicants rely are the following:
(a) The Applicants are publishers of telephone directories and providers of related advertising services in the Province of Alberta. The Applicant TELUS Advertising Services (Edmonton) Inc. is successor to the Yellow Pages
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COMPETITION TRIBUNAL ID:613 957 3170 JAN 17'97 16:35 No.010 P.03 -3-Directory business of Edmonton Telephones Corporation, which was a Respondent to the Consent Order. TELUS Advertising Services (Edmonton) Inc. has carried on this business within the confines of the City of Edmonton and the immediately sUITounding area. The Applicant TELUS Advertising Services Inc., funnerly known as AOT Directory Limited, has carried on this business in the remainder of Alberta.
(b) At the time of the Consent Order dated November 18, 1994, AGT Directory Limited and Edmonton Telephones Corporation. were separately owned and controlled companies. Edmonton Telephones Corporation was owned by the City of Edmonton. AOT Directory Limited was a wholly owned subsidiary of TELUS Corporation.
(c) On March 10, 1995 TELUS Corporation acquired Edmonton Telephones Corporation from the City ofE dmonton. As a result of corporate restructuring, the Yellow Pages Directory business ofEdmonton Telephones Corporation is now carried on by TELUS Advertising Services (Edmonton) Inc., a wholly owned subsidiary of TELUS Edmonton Holdings Inc., which is in turn a wholly owned subsidiary of TELUS Corporation. TELUS Advertising Services Inc. remains a wholly owned subsidiary of TELUS Corporation. Mr. Don Romaniuk is the common Presiden~ of both TELUS Advertising Services Inc. and TELUS Advertising Services (Edmonton) Inc.
(d ) The Consent Order dated November 18, 1994, provides in part at paragraph 3: 3. With regard to the sale of national advertising in Yellow Pages telephone directories, each respondent shall be prohibited from:
COMPETITION TRIBUNAL ID:613 957 3170 JAN 17 '97 16:35 No.010 P.04 -4-(b) maintaining exclusive selling arrangements with any other respondent;
(d) discriminating between selling companies acting in their capacity as selling companies, except where the discrimination is based upon reasonable and legitimate business concerns of a non-exclusionary nature;
(f) agreeing with any other respondent on the criteria for determining which national advertising accounts are comm.issionable;
(g) agreeing with any other respondent on the rate of commission payable, except during a transition period ending June 30, 1995 during which a minimum commission of 25% will be available to selling companies for national advertising which meets the commissionability criteria established by each respondent;
(e) These provisions prevent the Applicants, who are affiliated within the meaning of the Competition Act, from coordinating aspects of their Yellow Pages Directory businesses in order to operate in the most efficient manner and provide the best service to their customers.
(f) The effect of these restrictions is to create significant commercial confusion among customers of the Applicants, and inefficiencies for and between these affiliated companies. These restrictions were imposed at a time when the Applicants were unrelated businesses, and are not appropriate for the current circumstances in which the Applicants are affiliated corporations controlled by the same corporation.
COMPETITION TRIBUNAL ID:613 957 3170 JAN 17'97 16:36 No.010 P.05 -5-5. AND FURTHER TAKE NOTICE that reference may be made to further and additional material as counsel deem appropriate and as this Tribunal may allow.
DATED at Calgary, Alberta this /'$ day of January, 1997. taw: R.B.Low BENNE1TJONESVERCHERE Bw:rlsters and Solicitors 4500, 855 - 2nd Street S.W.
CALGARY, Alberta Phone: (403) 298-3206 Fax: (403) 265·7219 CoWlSCl to TELUS Advertising Services Inc.
and TELUS Advertising Services (Edmonton ) Inc.
TO: The Registrar of the Competition Tribunal AND TO: Director of Investigation and Research Consumer and Corporate Affairs Department of Justice Legal Services Branch Place du Portage, Phase 1 50 Victoria Street Hull, Quebec
KlAOC9 [John Tyhurst] Phone: (819) 997-3325 Fax: (819) 953-9267 Counsel for the Applicant, The Director of Investigation and Research
AND TO: Mr. Warren Grover, Q. C. General Counsel for the Respondents Blake, Cassels & Graydon Box 25, Commerce Court West
Toronto, Ontario MSL 1A9
COMPETITION TRIBUNAL ID:613 957 3170 JAN 17'97 16:36 No.010 P.06 -6-Mr. Joe Kuyek Vice-President & General Manager Anglo Canadian Telephone Company (Dominion Directory Company) 4260 Still Creek Drive Burnaby, B.C. V5C6C6
Mr. Grant Oayton Vice-President & General Manager DirectWest Publishers Ltd. 500-2100 Broad Street Regina, SK S4P 1Y5
Mr. Wilbur Coates General Manager • Directory The Manitoba Telephone System P.O. Box 6666 (FlOOO) 1108 St. James Street Winnipeg, Manitoba R3C3V6
Mr. Doug Renwicke Senior Vice-President Tele-Direct (Publications) Inc. Tele-Direct (Services) Inc. Suite 1050 325 Milner Avenue Scarborough, Ont. MlB 5S8
Ms. Rose Ann Hetherington Regional Manager - Directory, PCS, CSO and Support Mf&T Holdings Incorporated Box880 Halifax, Nova Scotia B3J2W3