IN THE MA TIER OF 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

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PUBLIC VERSION 

File No. 091 0138 

SERVICE CORPORATION INTERNATIONAL, ) DOCKET No. C-4275 

A CORPORATION. 

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PETITION FOR ApPROVAL OF PROPOSED DIVESTITURE 

TO LEGACY FUNERAL HOLDINGS OF NEVADA, LLC 

Pursuant to Section 2.41(f) of the Federal Trade Commission ("Commission") Rules of 

Practice and Procedure, 16 C.F.R. § 2.4l(f) (2006), and Paragraph II.A of the Decision and 

Order contained in the Agreement Containing Consent Orders accepted for public comment in 

this matter ("Decision and Order"), Respondent Service Corporation International ("SCI") 

petitions the Commission to approve the divestiture to Legacy Funeral Holdings of Nevada, 

LLC ("Legacy Nevada") of the Divestiture Business. 

The Divestiture Business associated with these facilities as defined in the Decision and 

Order will be sold to Legacy Funeral Holdings of Nevada, LLC pursuant to the ASSET SALE 

AGREEMENT, (the "Divestiture Agreement"), by and among Legacy Funeral Holdings of 

Nevada, LLC and Alderwoods (Nevada), Inc., a subsidiary of SCI. The executed Divestiture 

Agreement is attached as Confidential Exhibit A. 

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PUBLIC VERSION 

Background 

On November 6, 2009, SCI executed an Agreement Containing Consent Orders that included the 

Decision and Order and an Order to Hold Separate and Maintain Assets (collectively, the "Consent 

Agreement") to settle the Commission's charges that the proposed acquisition by SCI of Palm Mortuary, 

Inc. would violate Section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45, and Section 7 of the 

Clayton Act. 15 U.S.C. § 18. On November 25,2009, the Commission accepted the Consent Agreement 

for public comment. On December 3, 2009, SCI consummated its acquisition of Palm Mortuary. Palm 

Mortuary is now a wholly owned subsidiary of SCI. The Consent Agreement is currently before the 

Commission for final approval and issuance of the Decision and Order. 

Because Confidential Exhibit A to this petition contains confidential and competitively sensitive 

business information relating to the sale of the Divestiture Assets, Respondent SCI has redacted 

Confidential Exhibit A from the public version of this petition. Disclosure of the Divestiture Agreement 

would harm SCI and Legacy Funeral Holdings of Nevada, LLC, harm to the ongoing competitiveness 

of the Divestiture Business, and impair SCI's ability to comply with its obligations under the Consent 

Agreement. According to Pursuant to Sections 2.41(£)(4) and 4.9(c) of the Commission's Rules of 

Practice and Procedure, 16 C.F.R. § 2.41(£)(4) & 4.9(c) (2009), Respondent SCI requests that the 

confidential version of this Petition and the information contained herein be accorded confidential 

treatment under 5 U.S.C. § 552 and Section 4.1O(a)(2) of the Commission's Rules of Practice and 

Procedure, 16 C.F.R. § 4.1O(a)(2) (2009). The confidential version of this Petition is also exempt from 

disclosure under Exemptions 4, 7(A), 7(B), and 7(C) of the Freedom of Information Act, 5 

U.S.C. §§ 552(b)(4), 552(b)(7)(A), 552(b)(7)(B), & 552(b)(7)(C), and the Hart-Scott-Rodino 

PAGE 2 
PUBLIC VERSION 

Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a(h). 

SCI and Legacy Nevada's desire to complete the proposed divestiture of the Divestiture 

Assets as soon as possible following receipt of Commission approval. All conditions other than 

board of director approval of Alderwoods (Nevada), Inc. and board of manager approval of 

Legacy Nevada, both of which are anticipated within 15 days of the date of the Divestiture 

Agreement, and Commission approval have already been satisfied, so that SCI (through 

Alderwoods (Nevada), Inc.) and Legacy Nevada are in a position to close the divestiture in 

January, 2010. Approval is also required by the Attorney General of the State of Nevada. 1 To 

preserve the current competitiveness the Divestiture Business, SCI and Legacy Nevada desire to 

close the contemplated transaction as soon as possible, and in any event on or before the 21 st of 

January 2010. 

Prompt consummation will further the purposes of the Decision and Order and is in the 

interests of the public, Legacy Nevada, and the Respondent SCI, because it will allow Legacy 

Nevada to move forward with its business plans for the competitive operation of the Divestiture 

Business. SCI accordingly requests that the Commission promptly commence the period of 

public comment pursuant to Section 2.41(f)(2) of the Commission's Rules of Practice and 

Procedure, 16 C.F.R. § 2.41(f)(2) (2006), limit the public comment period to the customary 30-

I The approval of the Nevada Attorney General is required according to a Final Judgment approved by a u.s. 

District Court Judge in State of Nevada v. Service Corporation International, No. 2:09-cv-02248 (D.Nev., Dec. 15, 

2009). Legacy Nevada will also be required to obtain certain approvals from state regulatory agencies in connection 

with the transfer of the licenses for these properties. Legacy Nevada does not expect to have any difficulty obtaining 

these approvals, which are obtained post-closing in Nevada. After closing, Legacy Nevada will obtain transfers of 

the licenses for these facilities once the state regulatory agencies complete their routine inspections. 

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PUBLIC VERSION 

day period, and grant this petition by approving the divestiture of the Divestiture Assets to 

Legacy Nevada pursuant to the above-referenced Sale Agreement as soon as practicable after the 

close of the public comment period. 

I. The Divestiture Agreement Is Consistent with the Decision and Order 

Paragraph II. A. of the Decision and Order requires SCI to divest the Divestiture Assets 

(as defined in the Decision and Order) within 90 from the Acquisition Date on which SCI's 

acquisition of Palm Mortuary, Inc. is consummated, which occurred on December 3, 2009. 

Pursuant to this requirement, SCI has diligently sought buyers that would be acceptable to the 

Commission over several months preceding Commission action on the Consent Agreement, 

through an auction process that sought competing bids for the Divestiture Business. On 

December 30, 2009, SCI caused Alderwoods (Nevada), Inc. to enter into the Divestiture 

Agreement with the highest bidder, Legacy Nevada. 

The Divestiture Agreement with Legacy Nevada complies with the requirements of 

Paragraph II of the Decision and Order. Paragraph ILA. requires that Respondent divest the 

Divestiture Business, absolutely and in good faith. Legacy Nevada will acquire the Divestiture 

Business pursuant to Section 1.1 of the Divestiture Agreement. Accordingly, Respondent SCI 

requests Commission approval of the proposed divestitures pursuant to Paragraph ILA. of the 

Decision and Order. 

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PUBLIC VERSION 

II. The Proposed Acquirer Will Be an Effective Competitor 

Legacy Nevada is wholly-owned by Legacy Funeral Holdings, Inc., which owns and 

operates funeral homes and cemeteries in Texas, and together with Legacy Funeral Holdings of 

Louisiana, LLC and Legacy Funeral Holdings of Mississippi, LLC (which own and operate 

funeral homes and cemeteries in Louisiana and Mississippi respectively) are owned by Michael 

L. Soper and are collectively referred to as Legacy Holdings. Legacy Holdings has extensive 

experience in acquiring and operating funeral homes and cemeteries, and has the fmancial 

wherewithal to make this acquisition. The proposed acquisition of the Divestiture Assets by 

Legacy Nevada will assure that the Divestiture Business remains a strong and effective 

competitor for the provision and sale of cemetery services and associated products and property 

in the Las Vegas, Nevada metropolitan area. 

Background 

Legacy Holdings, headquartered in Houston, Texas, currently operates 11 funeral homes, 

3 cemeteries, and one crematory in Texas, Louisiana, and Mississippi. The Legacy Holdings 

companies have more than 170 employees. 

Michael Soper, owner, President, and CEO of the Legacy Holdings companies, has been 

involved in the death care industry for twenty years. Taylor Greene has worked alongside Mr. 

Soper as Chief Operating Officer since 2002, along with Mark Morris as Senior Vice President -

Cemetery Operations since 2006, and Harry Drew as Controller since 2008. Messrs. Soper, 

Greene, and Morris are assisted in operating the Legacy Holdings' facilities by three regional 

managers, Joe Thompson, James Morrison, and William Wimberly. Together, these Legacy 

PAGES 
PUBLIC VERSION 

Holdings officers have approximately 170 years of experience in the industry, including 

experience owning, operating, and acquiring funeral homes and cemeteries. Three additional 

members of the Legacy Group's Board of Advisors each have additional decades of experience 

in funeral home management and other aspects of the death care industry. A description of these 

individuals appears below: 

MICHAEL L. SOPER - President & Chief Executive Officer, 1998 - present 

Memorial Pre-Care, Inc. 

President 

1991-1998 Southwest Guaranty Trust Company, NA 

Vice President, Funeral & Cemetery Division 

1990 Kanaly Trust Company 

Marketing Representative 

1989 Texas Christian University, Bachelor of Science 

T AYLOR A. GREENE, CPA - Executive Vice President & Chief Operating 

Officer, 2002 - present 

1999-2002 

2000-2002 

1999-2000 

1992-1999 

1996-1999 

1993-1996 

1992-1993 

1991-1992 

1990-1991 

1989 

Service Corporation International 

Sr. Vice President-Operations, SCI Main Street Region 

Vice President-Operations, SCI Central Region 

Equity Corporation International 

Vice President-Funeral Operations 

Financial Analyst/Special Projects-Funeral Operations 

Asst. Controller 

Basic Capital Management 

Staff Accountant 

Electronic Data Systems (EDS) 

Baylor University, Bachelor of Business Administration 

Certified Public Accountant 

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PUBLIC VERSION 

P. MARK MORRIS, CPA - Senior Vice President, Cemetery Operations, 2006-

present 

2000-Present 

1994-1999 

1989-1991 

1985-1989 

1980-1985 

East Texas Cemetery Services, Inc. 

President 

Equity Corporation International, Cemetery Division, 

Senior Vice President 

Arlington Corporation 

Controller 

Golden Era Services, Inc. 

Controller 

Arthur Young & Company 

Audit Staff, Certified Public Accountant 

JAMES STANLEY MORRISON- Legacy Funeral Holdings, Inc. Regional 

Director/Texas & New Mexico, 2005-Present 

1999-2003 

1994-1998 

1990-1994 

1988-1990 

1970-1988 

1970 

Service Corporation International 

East Texas Area Manager 

Equity Corporation International 

East Texas Area Manager 

Texas Panhandle Region, Equity Corporation international 

ManagerlFuneral Director 

Texas Panhandle Region, Service Corporation International 

ManagerlFuneral Director 

Morrison Funeral Directors, Dumas, Stratford and Sunray, Texas 

OwnerlFuneral Director 

Commonwealth College of Sciences, Houston, Texas 

Mortuary Science Degree 

WILLIAM WIMBERLEY - Legacy Funeral Holdings, Inc. 

Regional Director, Louisiana & Mississippi, June 2006-Present 

2000-2006 

1995-1999 

Service Corporation International 

Market Manager, 48 locations 

Mississippi, Louisiana, Alabama, Florida 

Settegast-Kopf, Company, Houston, Texas 

Funeral Director & Embalmer 

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1994-1995 

1992-1994 

LaFond Ardoin Funeral Homes, Opelousas, Louisiana 

Funeral Director & Embalmer 

University of Southwestern Louisiana 

Commonwealth Institute of Funeral Services 

License Funeral Director & Embalmer 

PUBLIC VERSION 

1988-1992 United States Army - Infantry 

Communications Sergeant 

JOSEPH G. THOMPSON - Legacy Funeral Holdings, Inc. 

West Texas Regional Manager, 2007- Present 

2002-2007 

1999-2002 

1990-1999 

1987-1990 

1979-1987 

1976-1979 

1973-1976 

Service Corporation International 

General Manager, National Memorial Park and Funeral Home General Manager, 

Maryland National Memorial Park 

Stewart Enterprises 

General Manager, Fort Lincoln Memorial Park & Funeral Home 

Equity Corporation International 

Director, Service & Development, Cemetery Division 

Golden Era Services 

Manager, Physical Operations, Woodlawn Memorial Park and Forest Lawn Memorial 

Park 

Holloman Brown Funeral Services 

Manager, Colonial Grove Memorial Park & Holloman Brown Monument Co. 

Kanawha Valley Memory Gardens 

Grounds Superintendent 

Fort Hill Memorial Park 

Maintenance worker 

HARRY C. DREW. CMA. CFM - Legacy Funeral Holdings, Inc. Controller, 

2008 - Present 

2007-2008 

2001-2007 

Camden Property Trust 

Manager, Financial Reporting 

Service Corporation International 

Director, Cemetery Financial Analysis 

Manager, Property & Merchandise Accounting 

Manager, Cemetery Analysis 

PAGES 
1999-2001 

1998-1999 

1995-1998 

1994-1995 

1990-1994 

1989 

2004 

Carriage Services 

Manager, SEC Reporting 

Manager, Cemetery & Funeral Compliance 

C.R. Bard 

Accounting Supervisor 

Equity Corporation International 

Accounting Manager, Cemetery Division 

Acquisition Accountant, Cemetery Division 

Key Corp 

401(k) Recordkeeping 

Goodyear Tire & Rubber Company 

Staff Accountant 

The Ohio State University, Bachelor of Science in Business Administration 

University of Houston, Master of Science in Accounting 

Additional Members of Advisory Board 

FRANK J. BANTLE, SR. 

1989-present 

1979-1988 

1963-1979 

York Casket & Matthews International 

Consultant Former owner, Houston Casket Company and York 

Southwest 

Principal owner in the initial public offering of York Group, Inc. 

Batesville Casket Company 

Sales Representative 

Orleans Manufacturing Company, New Orleans, Louisiana 

Casket Manufacturing & Distributing 

WILLIAM E. MERCER, CPA 

2006 

1989-2005 

Retired 

National Fiduciary Services, NA. 

Southwest Guaranty Trust Company, NA 

Chairman of the Board and Chief Executive Officer 

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PUBLIC VERSION 
1970-1989 

1963-1970 

Service Corporation International 

Executive Vice President, Chief Financial Officer 

Member of Board of Directors 

Arthur Young & Company 

Certified Public Accountant and Audit Manager 

B. KRIS SEALE. CPA 

1985-Present 

1985 

Funeral Directors Life Insurance Company 

President & CEO 

Directors Investment Group 

Chainnan of the Board 

Baylor University, Bachelor of Business Administration 

Accounting and Finance 

Certified Public Accountant 

Financial Capability 

PUBLIC VERSION 

Legacy Nevada has the financial ability to complete this transaction promptly following 

Commission approval. Legacy Holdings has secured full appraisals, surveys, property condition 

assessment reports on all the buildings, and Phase I environmental studies on the Divestiture 

Assets. Legacy Holdings has secured independent financing for this transaction from Funeral 

Directors Life Insurance Company ("FOLIC," see www.funeraldirectorslife.com). a Texas legal 

reserve life insurance company and one of the strongest providers of burial insurance in North 

American with an A.M. Best Company rating of A- (Excellent). Mr. Soper and Legacy Holdings 

have enjoyed a long relationship with FOLIC that includes other financing and the marketing of 

FOLIC s pre-need funeral products to the general public. FOLIC has committed to provide all of 

the financing required to complete Legacy Nevada's contemplated acquisition of Davis from SCI 

through a long term mortgage loan on the Davis real estate, including the cemetery and funeral 

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PUBLIC VERSION 

home located at 6200 South Eastern Avenue in Las Vegas, NV. Legacy Holdings has invested 

conservatively over $100,000 in due diligence expenses toward this transaction. 

Operations Experience 

Legacy Holdings currently successfully operates 11 funeral homes, 3 cemeteries, and one 

crematory in Texas, Louisiana, and Mississippi. All but one of these facilities were acquired 

from SCI in 2007, following approval by the Federal Trade Commission of SCI's divestiture of 

those facilities in connection with SCI's acquisition of the Alderwoods Group. Legacy Holdings 

also acquired a funeral home in Baker, Louisiana in 2009. Legacy Holdings has been successful 

with these businesses, as described in further detail in its separately submitted Confidential 

Petition of Legacy Nevada in Support of this Petition. Legacy Holdings' success in operating 

these facilities encouraged it to acquire the Divestiture Assets offered in this divestiture. Legacy 

Holdings' experience shows that it has succeeded because its management remains attuned to 

local market circumstances and forges strong personal relationships with the employees at these 

facilities. 

Legacy Holdings' present locations are as follows: 

Legacy Funeral Holdings, Inc. 

Darling Mouser Funeral Home 

Elmwood Funeral Home 

Elmwood Memorial Park 

Harper Talasek Funeral Home 

945 Palm Blvd, Brownsville, TX 78520 

5750 Hwy 277 South, Abilene, TX 79606 

5750 Hwy 277 South, Abilene, TX 79606 

506 N. 38th St, Killeen, TX 76543 

PAGE 11 
Harper Talasek Funeral Home 

Palmer Mortuary 

Trevino Funeral Home 

Sunset Funeral Home 

Sunset Memorial Gardens 

Legacy Funeral Holdings of Louisiana, LLC 

Ascension Funeral Home 

Baker Funeral Home 

Resthaven Gardens of Memory 

Funeral Home 

Resthaven Gardens of Memory 

PUBLIC VERSION 

500 W. Barton Ave, Temple, TX 76501 

1116 N. Austin St, Seguin, TX 78155 

1355 Old Port Isabel Rd, Brownsville, TX 78521 

6801 E. Hwy 80, Odessa, TX 79762 

6801 E. Hwy 80, Odessa, TX 79762 

426 West New River St, Gonzales, LA 70737 

6401 Groom Road, Baker, LA 70714 

11817 Jefferson Hwy, Baton Rouge, LA 70816 

11817 Jefferson Hwy, Baton Rouge, LA 70816 

Legacy Funeral Holdings of Mississippi, LLC 

James F. Webb Funeral Home 2514 7th St, Meridian, MS 39301 

The Legacy Nevada anticipates that, consistent with the history of Legacy Holdings' other 

acquisitions, it will offer employment to almost all of the individuals currently employed at Davis 

Funeral Home and Cemetery, including all of the senior management, on terms and at 

compensation roughly equivalent to existing particulars. Hiring existing employees will help 

ensure the continuity of the Divestiture Business, allowing Legacy Nevada to compete 

effectively from the date of acquisition forward. Legacy Holdings takes pride in its ability to be 

financially competitive while maintaining the local staff, which contributes to the long-term 

success of each business. SCI has agreed in the Divestiture Agreement not to solicit the 

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employment of any such employee hired by Legacy Holdings for a period of two years following 

closing, as required by Paragraph II.J. of the Decision and Order. 

Legacy Holdings has sufficient operating expertise to not only ensure the continued 

competitiveness of the Divestiture Business, but to enhance its ability to compete. As a result, 

Legacy Nevada expects to increase both the market share and profitability of the Divestiture 

Business, as Legacy Holdings has done with other facilities it has acquired. 

III. The Sale Agreement Will Achieve the Purposes of the Decision and Order and 

Restore Full Competition for Cemetery Services the Las Vegas Metropolitan 

Area 

The proposed divestiture of the Divestiture Assets to Legacy Nevada will achieve the 

purposes of the Decision and Order. Through the sale of the Divestiture Assets to Legacy 

Nevada, Legacy Nevada will essentially be assuming the former cemetery operations of SCI in 

the Las Vegas metropolitan area. SCI will be assuming the operations of Palm Mortuary, Inc. 

Consummation of the Divestiture Agreement will cause the competitive conditions for cemetery 

services in the Las Vegas metropolitan area to be identical to competitive conditions before 

SCI's acquisition of Palm. 

Legacy Holdings is an experienced operator of funeral homes and cemeteries, with a 

proven track record of successfully operating and enhancing the funeral homes and cemeteries it 

has acquired in the past, and those facilities are similar to the facilities constituting the 

Divestiture Assets. Legacy Holdings enjoys a strong financial position that will enable it to 

complete this acquisition, continue the operation of the Divestiture Assets and enhance their 

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PUBLIC VERSION 

competitiveness in the market for funeral and cemetery services. Combining the Divestiture 

Assets with Legacy Holdings' experience and financial wherewithal will ensure that the 

objectives of the Commission's Decision and Order will be realized. 

The proposed divestiture will result in no harm to competition. Legacy Holdings does not 

currently operate any cemetery or funeral home assets in the Las Vegas metropolitan area or in 

any other area of Nevada. Consequently, there is no overlap between the operations of Legacy 

Holdings and the Divestiture Assets, and the proposed divestiture does not raise any competitive 

Issue. 

In March 2007, the Commission approved Legacy Holdings as a purchaser of divested 13 

separate cemetery and funeral home businesses in an earlier Commission proceeding in the 

cemetery and funeral home industries. See 

http://www.ftc.gov/os/caselist/061 0 1 561070323letteLegacylmageVersion.pdf (March 21, 2007) 

(letter from Commission approving Legacy Funeral Holdings, LLC,2 Legacy Funeral Holdings 

of Louisiana, LLC and Legacy Funeral Holdings of Mississippi, LLC as purchaser of divested 

funeral homes and cemeteries). Legacy Holdings has demonstrated that it can successfully 

operate the Divestiture Assets in this proceeding, also. 

The proposed divestiture will remedy any anticompetitive effects that could result from 

the Acquisition. The Divestiture Agreement will achieve the Commission's stated purposes of 

ensuring the continued use of the Divestiture Assets in the same business in which they were 

engaged at the time of the announcement of the proposed Acquisition and remedying the 

2 Legacy Funeral Holdings, Inc. is the successor to Legacy Funeral Holdings, LLC. 

PAGE 14 
PUBLIC VERSION 

lessening of competition alleged in the Commission's Complaint. 

Conclusion 

For the foregoing reasons, the Respondents respectfully request that the Commission 

approve the proposed divestiture of the Divestiture Assets to Legacy Nevada, as embodied 

in the Sale Agreement with Legacy Nevada, as soon as practicable after expiration of the 

public comment period. 

DECEMBER 30, 2009 

Respectfully submitted, 

DAVID 1. LAING 

COUNSEL FOR RESPONDENT SERVICE CORPORATION 

INTERNATIONAL 

BAKER & MCKENZIE 

815 Connecticut Avenue, NW 

Washington, DC 20006 

PAGElS 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

) 

IN THE MATTER OF ) 

PUBLIC VERSION 

File No. 091 0138 

) 

SERVICE CORPORATION INTERNATIONAL ) 

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DOCKET No. C-4275 

A CORPORATION. ) 

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------------------------------------~) 

CERTIFICATION OF SERVICE CORPORATION INTERNATIONAL 

Insofar as facts and information stated in this Petition pertain to Service Corporation 

International, its subsidiaries, and its assets, I certify under 28 U.S.C. § 1746, that the 

facts and information are, to the best of my knowledge, true, correct, and complete. 

/41/4,.d4 .... --- tf 

GREGORY T. S~~AlrS 

SLNIOR VLCE Plli'>lDE~T AND GENERAL COlmSEL 

SERVICE CORPORATION INTERNATlONAL 

Dated: December 30, 2009 
UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION 

) 

IN THE MA ITER OF ) 

PUBLIC VERSION 

File No. 091 0138 

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SERVICE CORPORATION INTERNATIONAL ) 

) 

DOCKET No. C-4275 

A CORPORA TTON. ) 

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CERTIFICATION OF LEGACY HOLDINGS 

The facts and information related in the foregoing Petition, insofar as they pertain to Legacy 

Funeral Holdings, Inc., Legacy Funeral Holdings Nevada, LLC, Legacy Funeral Holdings 

of Louisiana, LLC, and Legacy Funeral Holdings of Mississippi, LLC, are, to the best of 

my knowledge, true, correct, and complete. 

Pursuant to 28 U.S.C. § 1746,1 certify under penalty of perjury under the laws of the United 

States of America that the foregoing is true and correct. 

MICHAEL 1. SOPER 

PRESIDENT 

LEGACY FUNERAL HOLDINGS, INC. 

LEGACY FUNERAL HOLDINGS NEVADA, LLC 

LEGAC,( FUNERAL HOLDINGS OF LOUISIANA, LLC 

LEGACY FL'NERAL HOLDINGS OF MISSISSIPPI, LLC 

Dated: December 30, 2009 
PUBLIC VERSION 

EXHIBIT A 

[REDACTED FROM THE PUBLIC RECORD VERSION]