1 

 1310163 

UNITED STATES OF AMERICA 

BEFORE THE FEDERAL TRADE COMMISSION

COMMISSIONERS: Edith Ramirez, Chairwoman 

 Julie Brill 

 Maureen K. Ohlhausen 

 Joshua D. Wright 

____________________________________ 

 ) 

In the Matter of ) 

 ) 

Service Corporation International, ) Docket No. C-4423 

 a corporation, and ) 

 ) 

Stewart Enterprises, Inc., ) 

 a corporation. ) 

____________________________________) 

ORDER TO HOLD SEPARATE AND MAINTAIN ASSETS 

[Public Record Version] 

The Federal Trade Commission, having initiated an investigation of the proposed acquisition by Respondent Service Corporation International (“SCI”) of the outstanding voting 

securities of Respondent Stewart Enterprises, Inc. (“Stewart”), and Respondents having been 

furnished thereafter with a copy of a draft of complaint that the Bureau of Competition proposed 

to present to the Commission for its consideration and which, if issued by the Commission, 

would charge Respondents with violations of Section 7 of the Clayton Act, as amended, 15 

U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45; 

and 

Respondents, their attorneys, and counsel for the Commission having thereafter executed 

an agreement containing consent orders (“Consent Agreement”), an admission by Respondents 

of all the jurisdictional facts set forth in the aforesaid draft of complaint, a statement that the 

signing of said Consent Agreement is for settlement purposes only and does not constitute an 

admission by Respondents that the law has been violated as alleged in such complaint, or that the 

facts as alleged in such complaint, other than jurisdictional facts, are true, and waivers and other 

provisions as required by the Commission’s Rules; and 

 The Commission having thereafter considered the matter and having determined that it 

had reason to believe that Respondents have violated the said Acts, and that a complaint should 

issue stating its charges in that respect, and having thereupon accepted the executed Consent 

Agreement and placed such Consent Agreement on the public record for a period of thirty (30) 

days for the receipt and consideration of public comments, now in further conformity with the 

procedure described in Commission Rule 2.34, 16 C.F.R. § 2.34, the Commission hereby issues 
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its complaint, makes the following jurisdictional findings and enters the following Order to Hold 

Separate and Maintain Assets (“Hold Separate Order”): 

1. Respondent Service Corporation International is a corporation organized, existing, and 

doing business under, and by virtue of, the laws of the State of Texas, with its office and 

principal place of business located at 1929 Allen Parkway, Houston, Texas 77019. 

2. Respondent Stewart Enterprises, Inc., is a corporation organized, existing, and doing 

business under, and by virtue of, the laws of the State of Louisiana, with its office and 

principal place of business located at 1333 South Clearview Parkway, Jefferson, Louisiana 70121. 

3. The Federal Trade Commission has jurisdiction of the subject matter of this proceeding 

and of the Respondents and the proceeding is in the public interest. 

ORDER

I.

IT IS HEREBY ORDERED that, as used in this Hold Separate Order, the following 

definitions, and all other definitions used in the Consent Agreement and Decision and Order, 

shall apply: 

A. “SCI” means Service Corporation International, its directors, officers, employees, agents, 

representatives, successors, and assigns; and the subsidiaries, divisions, groups, and affiliates in each case controlled by Service Corporation International (including, after the 

Acquisition, Stewart), and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. 

B. “Stewart” means Stewart Enterprises, Inc., its directors, officers, employees, agents, 

representatives, successors, and assigns; and the subsidiaries, divisions, groups, and affiliates in each case controlled by Stewart Enterprises, Inc., and the respective directors, officers, employees, agents, representatives, successors, and assigns of each. 

C. “Commission” means the Federal Trade Commission. 

D. “Acquisition” means the proposed acquisition described in the Agreement and Plan of 

Merger among Service Corporation International, RIO Acquisition Corp. and Stewart Enterprises, Inc., dated as of May 28, 2013. 

E. “Acquisition Date” means the date the Acquisition is consummated. 

F. “Cemetery Services” means all activities relating to the promotion, marketing, sale, and 

provision of property, goods and services, to provide for the final disposition of human 

remains in a cemetery, whether by burial, entombment in a mausoleum or crypt, disposition in a niche, or scattering of cremated remains on the cemetery grounds. 
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G. “Confidential Information” means competitively sensitive, proprietary, and all other 

business information of any kind, including any and all of the following information: 

1. all information that is a trade secret under applicable trade secret or other law; 

2. all information concerning product specifications, data, know-how, formulae, 

compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current and planned research and development, 

current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market 

studies, business plans, software, and computer software and database technologies, systems, structures, and architectures; 

3. all information concerning the relevant business (which includes historical and 

current financial statements, financial projections and budgets, tax returns and accountants’ materials, historical, current and projected sales, capital spending 

budgets and plans, business plans, strategic plans, marketing and advertising 

plans, publications, client and customer lists and files, contracts, the names and 

backgrounds of key personnel and personnel training techniques and materials); 

and 

4. all notes, analyses, compilations, studies, summaries, and other material to the extent containing or based, in whole or in part, upon any of the information described above; 

Provided, however, that Confidential Information shall not include information that (i) 

was, is, or becomes generally available to the public other than as a result of a breach of 

this Order; (ii) was or is developed independently of and without reference to any Confidential Information; or (iii) was available, or becomes available, on a non-confidential 

basis from a third party not bound by a confidentiality agreement or any legal, fiduciary, 

or other obligation restricting disclosure. 

H. “Decision and Order” means the: 

1. Proposed Decision and Order contained in the Consent Agreement in this matter 

until the issuance and service of a final Decision and Order by the Commission, 

and 

2. Final Decision and Order issued by the Commission following the issuance and 

service of a final Decision and Order by the Commission. 

I. “Direct Cost” means the actual cost of labor, including employee benefits, materials, 

resources, travel expenses, services, the actual cost of any third-party charges, and other 

expenditures to the extent the costs are directly incurred to provide the relevant assistance 

or service. 
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J. “Divestiture Agreement” means any agreement between Respondents (or between a 

Divestiture Trustee) and an Acquirer to divest the Divestiture Assets, or otherwise to accomplish the requirements of the Decision and Order, and all amendments, exhibits, attachments, agreements and schedules thereto, that have been approved by the Commission to accomplish the requirements of the Decision and Order. 

K. “Divestiture Assets” means the assets defined in Paragraph I.M. of the Decision and 

Order. 

L. “Divestiture Business” means the business defined in Paragraph I.N. of the Decision and 

Order. 

M. “Divestiture Business Employee” means any individual (i) who is or was employed by 

Respondents on a full-time, part-time, or contract basis as of the Acquisition Date and (ii) 

whose job responsibilities related primarily to the Divestiture Business at any time as of 

and after the date of the announcement of the Acquisition. 

N. “Employee Information” means employment information relating to any Divestiture 

Business Employee, to the extent permitted by law, including, but not limited to, name, 

job title or position, date of hire, description of job responsibilities, salary or current 

wages, the most recent bonus paid, employment status (i.e., active or on leave or disability; full-time or part-time; contract), any other material terms and conditions of employment in regard to such employee that are not otherwise generally available to similarly 

situated employees, and employee benefit plans. 

O. “Final Report” means the report described in Paragraph III.C.(ii) of this Hold Separate 

Order. 

P. “Funeral Services” means all activities relating to the promotion, marketing, sale, and 

provision of funeral services and funeral goods, including, but not limited to, goods and 

services used to remove, care for, and prepare bodies for burial, cremation, or other final 

disposition; and goods and services used to arrange, supervise, or conduct the funeral 

ceremony or final disposition of human remains. 

Q. “Hold Separate Assets” means the Divestiture Assets relating to the operation of the 

Divestiture Business at the locations identified in Appendix A of this Hold Separate Order. 

R. “Hold Separate Business” means (i) the Hold Separate Assets, (ii) the Hold Separate 

Employees, and (iii) the Divestiture Business conducted at the locations identified in Appendix A of this Hold Separate Order. 

S. “Hold Separate Employees” means the Divestiture Business Employees identified on the 

organizational chart attached to this Hold Separate Order as Confidential Appendix B. 
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T. “Hold Separate Manager(s)” means the individual(s) identified in Paragraph IV.A. of this 

Hold Separate Order. 

U. “Hold Separate Trustee” means the individual identified in Paragraph III.A. of this Hold 

Separate Order. 

V. “Key Employee” means any (i) funeral home Divestiture Businesses Employee whose 

job title is funeral director, location manager, or other job title with responsibilities similar to those of funeral director or location manager, and (ii) cemetery Divestiture Businesses Employee whose job responsibilities include management of a cemetery. 

W. “Person” means any individual, partnership, corporation, business trust, limited liability 

company, limited liability partnership, joint stock company, trust, unincorporated association, joint venture, or other entity or a governmental body. 

X. “Preparation Services” means transportation of human remains, embalming, cosmetizing, 

and other preparation of human remains for a funeral service, burial service, or cremation 

as well as the cremation of human remains. 

Y. “Prospective Acquirer” means a Person that Respondents (or the Divestiture Trustee) 

intend to submit to the Commission for its prior approval to acquire Divestiture Assets 

pursuant to Paragraph II (or Paragraph IV) of the Decision and Order. 

Z. “Respondents” means SCI and Stewart, individually and collectively; provided, however,

that after the Acquisition Date, Respondents shall mean SCI. 

AA. “Support Services” means Preparation Services, administrative and technical services 

that Respondents provide to the Divestiture Business and Divestiture Assets that are not 

performed by employees who are permanently located at any of the Divestiture Businesses, including, but not limited to (i) human resources and administrative services, (ii) federal and state regulatory compliance and policy development services, (iii) environmental 

health and safety services, (iv) financial accounting services, (v) preparation of tax returns, (vi) audit services, (vii) information technology support services, (viii) processing 

of accounts payable and accounts receivable, (ix) technical support, (x) procurement of 

supplies, (xi) maintenance and repair of facilities, (xii) legal services, or (xiii) other support services as needed to operate the Hold Separate Business in the same manner as before the Acquisition Date. 

BB. “Support Services Employee” means any individual employed by Respondents who provides Support Services to the Hold Separate Business pursuant to Paragraph V.C. of this 

Hold Separate Order. 

II. 
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IT IS FURTHER ORDERED that from the Acquisition Date until the date that 

Respondents (or a Divestiture Trustee) have divested the Hold Separate Assets, Respondents 

shall: 

A. Hold the Hold Separate Business separate, apart, and independent of Respondents’ other 

businesses and assets as required by this Hold Separate Order and shall vest the Hold 

Separate Business with all rights, powers, and authority necessary to conduct its business; and 

B. Not exercise direction or control over, or influence directly or indirectly, the Hold 

Separate Business or any of its operations, the Hold Separate Trustee, or the Hold Separate Managers except to the extent that Respondents must exercise direction and control 

over the Hold Separate Business as is necessary to assure compliance with this Hold Separate Order, the Consent Agreement, the Decision and Order, and all applicable laws. 

III.

IT IS FURTHER ORDERED that: 

A. At any time after Respondents sign the Consent Agreement, the Commission may 

appoint Paul A. Houston to serve as Hold Separate Trustee. 

B. Respondents shall enter into an agreement with the Hold Separate Trustee, subject to the 

prior approval of the Commission, that (i) shall become effective no later than one (1) 

day after the Acquisition Date, and (ii) transfers to and confers upon the Hold Separate 

Trustee all rights, powers, and authority necessary to permit the Hold Separate Trustee to 

perform his duties and responsibilities pursuant to this Hold Separate Order in a manner 

consistent with the purposes of this Hold Separate Order and the Decision and Order, and 

in consultation with Commission staff, including: 

1. The Hold Separate Trustee shall be responsible for (i) monitoring the organization 

of the Hold Separate Business, (ii) supervising the management of the Hold Separate Business by the Hold Separate Managers, (iii) maintaining the independence 

of the Hold Separate Business and Hold Separate Managers, and (iv) monitoring 

Respondents’ compliance with its obligations under this Hold Separate Order and 

the Decision and Order, and (v) shall act in a fiduciary capacity for the benefit of 

the Commission; 

2. Subject to all applicable laws and regulations, the Hold Separate Trustee shall 

have full and complete access to all personnel, books, records, documents, and facilities of the Hold Separate Business, and to any other relevant information as the 

Hold Separate Trustee may reasonably request including, but not limited to, all 

documents and records kept by Respondents in the ordinary course of business 

that relate to the Hold Separate Business. Respondents shall develop such financial or other information as the Hold Separate Trustee may reasonably request and 

shall cooperate with the Hold Separate Trustee; 
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3. The Hold Separate Trustee (i) shall serve at the expense of Respondents and 

without bond or other security, on reasonable and customary terms and conditions 

commensurate with the Hold Separate Trustee’s experience and responsibilities, 

and (ii) shall have the authority to employ, at the expense of Respondents, such 

consultants, accountants, attorneys, and other representatives and assistants as are 

reasonably necessary to carry out the Hold Separate Trustee’s duties and responsibilities; 

4. Respondents shall indemnify the Hold Separate Trustee and hold him harmless 

against any losses, claims, damages, liabilities, or expenses arising out of, or in 

connection with, the performance of his duties, including all reasonable fees of 

counsel and other expenses incurred in connection with the preparation for, or defense of, any claim, whether or not resulting in any liability, except to the extent 

that such losses, claims, damages, liabilities, or expenses result from the Hold 

Separate Trustee’s gross negligence or willful misconduct; and 

5. Respondents may require the Hold Separate Trustee and each of the Hold Separate Trustee’s consultants, accountants, attorneys, and other representatives and 

assistants to sign an appropriate confidentiality agreement; provided, however,

that such agreement shall not restrict the Hold Separate Trustee from providing 

any information to the Commission. 

C. The Hold Separate Trustee shall report in writing to the Commission (i) every thirty (30) 

days after the Acquisition Date, (ii) no later than ten (10) days after Respondents have 

completed their obligations under Paragraphs II.A. and II.F. of the Decision and Order; 

and (iii) at such other time as Commission staff may request, concerning Respondents’ 

compliance with this Hold Separate Order and the Decision and Order. 

D. The Hold Separate Trustee shall serve until termination of this Hold Separate Order; 

provided, however, that if the Hold Separate Trustee ceases to act or fails to act diligently 

and consistently with the purposes of this Hold Separate Order, the Commission may appoint a substitute Hold Separate Trustee, subject to the consent of Respondents, which 

consent shall not be unreasonably withheld: 

1. If Respondents have not opposed, in writing, including the reasons for opposing, 

the selection of the substitute Hold Separate Trustee within five (5) days after notice by the staff of the Commission to Respondents of the identity of any substitute Hold Separate Trustee, then Respondents shall be deemed to have consented 

to the selection of the proposed substitute trustee; and 

2. Respondents shall, no later than five (5) days after the Commission appoints a 

substitute Hold Separate Trustee, enter into an agreement with the substitute Hold 

Separate Trustee that, subject to the approval of the Commission, confers on the 

substitute Hold Separate Trustee all the rights, powers, and authority necessary to 

permit the substitute Hold Separate Trustee to perform his or her duties and re-
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sponsibilities pursuant to this Hold Separate Order on the terms and conditions as 

provided in this Paragraph III. 

E. The Commission may extend or modify the duties of the Hold Separate Trustee as may 

be necessary or appropriate to accomplish the purposes of this Hold Separate Order or the 

Decision and Order. 

IV.

IT IS FURTHER ORDERED that: 

A. No later than one (1) day after the Acquisition Date, Respondents shall appoint one or 

more individuals to serve as Hold Separate Managers (collectively the “Hold Separate 

Managers”). 

B. Respondents shall enter into an agreement with the Hold Separate Managers that (i) shall 

become effective no later than one (1) day after the Acquisition Date, and (ii) subject to 

the approval of the Hold Separate Trustee, in consultation with the Commission staff, 

transfers all rights, powers, and authority necessary to permit the Hold Separate Managers to perform their duties on the terms set forth in this Hold Separate Order: 

1. The Hold Separate Managers shall manage the Hold Separate Business (i) in the 

ordinary course of business consistent with past practices and pursuant to current 

business plans, (ii) independently of the management of Respondents and their 

other businesses, and (iii) under the exclusive direction of the Hold Separate 

Trustee, to whom the Hold Separate Managers shall report directly. 

 

2. Respondents shall provide the Hold Separate Managers with reasonable financial 

incentives to undertake this position. Such incentives shall include a continuation 

of all employee benefits, including regularly scheduled raises, bonuses, vesting of 

retirement benefits (as permitted by law), and additional incentives as may be 

necessary; 

3. The Hold Separate Managers (i) shall serve at the expense of Respondents and 

without bond or other security, on reasonable and customary terms commensurate 

with the Hold Separate Managers’ experience and responsibilities; and (ii) shall 

have the authority to employ, in consultation with the Hold Separate Trustee, at 

the expense of Respondents, such consultants, accountants, attorneys, and other 

representatives and assistants as are reasonably necessary to assist the Hold Separate Managers in carrying out their duties and responsibilities; 

4. Respondents shall indemnify the Hold Separate Managers and hold them harmless against any losses, claims, damages, liabilities, or expenses arising out of, or 

in connection with, the performance of their duties, including all reasonable fees 

of counsel and other expenses incurred in connection with the preparation for, or 

defense of any claim, whether or not resulting in any liability, except to the extent 
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that such liabilities, losses, damages, claims, or expenses result from the Hold 

Separate Managers’ gross negligence or willful misconduct; and 

5. Respondents shall assure that Commission staff shall have access to, and be permitted to communicate with, contact, and be contacted by the Hold Separate 

Managers without prior notice to Respondents or the presence of Respondents’ 

employees or counsel, except as expressly required by law. 

C. The Hold Separate Managers shall manage the Hold Separate Business in the ordinary 

course of business consistent with past practices and pursuant to current business plans. 

The Hold Separate Managers shall, among other requirements: 

1. Use best efforts to maintain and increase sales in the ordinary course of the Hold 

Separate Business and at levels set forth in current plans for the Hold Separate 

Business; 

2. Use best efforts to maintain the relations and good will with suppliers, customers, 

landlords, creditors, agents, and others having business relationships with the 

Hold Separate Business; and 

3. Not make any material changes in the ongoing operations or business plans of the 

Hold Separate Business, except with the approval of the Hold Separate Trustee, in 

consultation with the Commission staff. 

D. The Hold Separate Managers shall supervise the activities of the Hold Separate Employees and shall have the authority, in consultation with the Hold Separate Trustee, to staff 

the Hold Separate Business with sufficient employees to maintain the viability and competitiveness of the Hold Separate Business. The Hold Separate Managers shall, among 

other requirements: 

1. Replace any departing or departed Hold Separate Employee with an individual 

who has similar experience and expertise or determine not to replace such departing or departed employee; 

2. Remove any Hold Separate Employee who ceases to act or fails to act diligently 

and consistent with the purposes of this Hold Separate Order and replace such 

employee with another individual of similar experience or skills; 

3. Provide each Hold Separate Employee with reasonable financial incentives, if 

necessary, including continuation of all employee benefits and regularly scheduled raises and bonuses, to continue in his or her position pending divestiture of 

the Divestiture Assets; 

4. Obtain from each Hold Separate Employee a signed statement that the individual 

will keep confidential all Confidential Information relating to the Hold Separate 

Business; and 
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5. Not permit any Hold Separate Employee to (i) be involved in any way in the operations of Respondents’ other businesses (for clarification, the Hold Separate 

Manager may permit a Hold Separate Business to provide Preparation Services 

for Respondent’s other businesses in the same fashion as those Preparation Services were provided by the applicable Hold Separate Business prior to the Acquisition Date) or (ii) receive or have access to, or use or continue to use, any Confidential Information relating to Respondents’ other businesses. 

E. The Hold Separate Managers shall allow the Acquirer or Prospective Acquirer an 

opportunity to identify, recruit, and hire any Divestiture Business Employee, including 

complying as appropriate with the obligations set forth in Paragraph V.F. of this Hold 

Separate Order and Paragraph II.H. of the Decision and Order. 

F. The Hold Separate Managers shall serve until termination of the Hold Separate Order; 

provided, however, that the Hold Separate Managers may be removed for cause by the 

Hold Separate Trustee in consultation with the Commission staff. If a Hold Separate 

Manager is removed, resigns, or otherwise ceases to act as Hold Separate Manager, Respondents shall, within three (3) days after such termination, (i) appoint a substitute Hold 

Separate Manager and (ii) enter into an agreement with the substitute Hold Separate 

Manager, subject to the approval of the Hold Separate Trustee and in consultation with 

Commission staff, on the terms and conditions as provided in Paragraph IV. of this Hold 

Separate Order. 
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V.

IT IS FURTHER ORDERED that: 

A. Respondents shall not take any affirmative action, or fail to take any action within its 

control (other than conducting Respondents’ own businesses in the ordinary course of 

business), as a result of which the viability, competitiveness, or marketability of the Hold 

Separate Business would be diminished or the divestiture of the Divestiture Assets jeopardized. 

B. Respondents shall cooperate with, and take no action to interfere with the ability of, the 

Hold Separate Trustee, Hold Separate Managers, any Hold Separate Employee, or any 

Support Services Employee to perform their duties and responsibilities pursuant to this 

Hold Separate Order. 

C. Respondents shall continue to provide, or offer to provide, Support Services and goods to 

the Hold Separate Business as are being provided to such business by Respondents as of 

the date the Consent Agreement is signed by Respondents: 

1. For Support Services and goods that Respondents provided to the Hold Separate 

Business as of the date Respondents sign the Consent Agreement, Respondents 

may charge no more than the same price, if any, charged by Respondents for such 

Support Services and goods as of the date the Consent Agreement is signed by 

Respondents; 

2. For any other Support Services and goods that Respondents may provide to the 

Hold Separate Business, Respondents may charge no more than Respondents’ Direct Cost for the same or similar Support Services and goods; and 

3. Notwithstanding the above, the Hold Separate Business shall have, at the option 

of the Hold Separate Managers and in consultation with the Hold Separate Trustee, the ability to acquire Support Services and goods from third parties unaffiliated with Respondents. 

D. Respondents shall provide the Hold Separate Business with sufficient financial and other 

resources as are appropriate in the judgment of the Hold Separate Trustee to: 

1. Operate the Hold Separate Business at least at the current rate of operation and 

staffing (including efforts to generate new business) and to carry out, at least at 

their scheduled pace, all business plans and promotional activities in place prior 

to the Acquisition; 

2. Perform all maintenance to, and replacements or remodeling of, the assets of the 

Hold Separate Business in the ordinary course of business and in accordance with 

past practice and current plans; 
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3. Carry on such capital projects, physical plant improvements, and business plans 

as are already underway or planned for which all necessary regulatory and legal 

approvals have been obtained, including but not limited to existing or planned 

renovation, remodeling, or expansion projects; and 

4. Maintain the viability, competitiveness, and marketability of the Hold Separate 

Business. 

Such financial resources to be provided to the Hold Separate Business shall include, but 

shall not be limited to, (i) general funds, (ii) capital, (iii) working capital, and (iv) reimbursement for any operating losses, capital losses, or other losses; provided, however, 

that, consistent with the purposes of the Decision and Order and in consultation with the 

Hold Separate Trustee, the Hold Separate Managers may reduce in scale or pace any capital or research and development project, or substitute any capital or research and development project for another of the same cost. 

E. Respondents shall not permit: 

1. The Hold Separate Managers or any Hold Separate Employee to be involved, in 

any way, in the operations of any of Respondents’ businesses other than the Hold 

Separate Business (for clarification, the Hold Separate Manager may permit, and 

a Hold Separate Employee may provide, Preparation Services for Respondents’ 

businesses, other than the Hold Separate Businesses in the same fashion as those 

Preparation Services were provided by the applicable Hold Separate Business prior to the Acquisition Date); or 

2. Any of its employees, officers, agents, or directors (i) to be involved in the operations of the Hold Separate Business, except to the extent otherwise provided in 

this Hold Separate Order, (ii) to disclose Confidential Information relating to Respondents’ retained businesses to the Hold Separate Managers or any Hold Separate Employee, or (iii) receive or have access to, or use or continue to use, any 

Confidential Information relating to the Hold Separate Business. 

F. Respondents shall allow an Acquirer or Prospective Acquirer an opportunity to recruit 

and employ any Divestiture Business Employee relating to the relevant Divestiture Business and Divestiture Assets under the following terms and conditions: 

1. No later than ten (10) days after a request from an Acquirer or Prospective Acquirer, or Commission staff, Respondents shall (i) identify each Divestiture Business Employee, (ii) provide the Employee Information for each Divestiture Business Employee; (iii) allow the Acquirer or Prospective Acquirer an opportunity to 

meet personally with and interview such employee outside the presence or hearing of Respondents, and (iv) allow the Acquirer to inspect the personnel files and 

other documentation relating to any such employee, to the extent permissible under applicable laws; 
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2. Respondents shall (i) not offer any incentive to any Divestiture Business Employee to decline employment with the Acquirer or Prospective Acquirer, (ii) remove 

any contractual impediments with Respondents that may deter any Divestiture 

Business Employee from accepting employment with the Acquirer or Prospective 

Acquirer, including, but not limited to, any non-compete or confidentiality provisions of employment or other contracts with Respondents that would affect the 

ability of such employee to be employed by the Acquirer or Prospective Acquirer, 

and (iii) not otherwise interfere with the recruitment, hiring, or employment of 

any Divestiture Business Employee by the Acquirer or Prospective Acquirer; 

3. Respondents shall (i) vest all current and accrued pension benefits as of the date 

of transition of employment with the Acquirer for any Divestiture Business Employee who accepts an offer of employment from the Acquirer or Prospective Acquirer no later than thirty (30) days from the date Respondents divest the relevant 

assets and, if necessary, (ii) provide any Key Employee to whom the Acquirer or 

Prospective Acquirer has made an offer of employment with reasonable financial 

incentives to accept a position with the Acquirer or Prospective Acquirer at the 

time of divestiture of the corresponding businesses and assets; and 

4. For a period of two (2) years commencing at the date of divestiture applicable to 

the relevant business within the Divestiture Businesses, Respondents shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any Divestiture 

Business Employee who has accepted offers of employment with the Acquirer, or 

who is employed by the Acquirer, to terminate their employment relationship 

with the Acquirer; provided, however, a violation of this provision will not occur 

if: (1) the individual’s employment has been terminated by the Acquirer, (2) Respondents advertise for employees in newspapers, trade publications, or other 

media not targeted specifically at the employees, or (3) Respondents hire employees who apply for employment with Respondents, so long as such employees 

were not solicited by Respondents in violation of this paragraph. 

G. No later than five (5) days after the Acquisition Date, Respondents shall: 

1. Establish and implement written procedures, subject to the approval of the Hold 

Separate Trustee, covering the management, maintenance, and independence of 

the Hold Separate Business consistent with the provisions of this Hold Separate 

Order; and 

2. Circulate to each Hold Separate Employee and to individuals who are employed 

in Respondents’ businesses that compete with the Hold Separate Business, a notice of this Hold Separate Order and the Consent Agreement, in a form approved 

by the Hold Separate Trustee and in consultation with Commission staff. 

VI.
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IT IS FURTHER ORDERED that: 

A. Respondents shall (i) keep confidential (including as to Respondents’ employees) and (ii) 

not use for any reason or purpose, any Confidential Information received or maintained 

by Respondents relating to the Divestiture Business or Divestiture Assets; provided, 

however, that Respondents may disclose or use such Confidential Information in the 

course of: 

1. Performing their obligations or as permitted under this Order, the Hold Separate 

Order, or any Divestiture Agreement (Hold Separate Employees and Support Services Employees shall be deemed to be performing obligations under this Hold 

Separate Order); or 

2. Complying with financial reporting requirements, obtaining legal advice, defending legal claims, investigations, or enforcing actions threatened or brought 

against the Divestiture Business or Divestiture Assets, or as required by law. 

B. If disclosure or use of any Confidential Information is permitted to Respondents’ 

employees or to any other Person under Paragraph VI.A. of this Hold Separate Order, 

Respondents shall limit such disclosure or use (i) only to the extent such information is 

required, (ii) only to those employees or Persons who require such information for the 

purposes permitted under Paragraph VI.A., and (iii) only after such employees or Persons 

have signed an agreement to maintain the confidentiality of such information. 

C. Respondents shall enforce the terms of this Paragraph VI. as to its employees or any 

other Person, and take such action as is necessary to cause each of its employees and any 

other Person to comply with the terms of this Paragraph VI., including implementation of 

access and data controls, training of its employees, and all other actions that Respondents 

would take to protect its own trade secrets and proprietary information. 

VII.

IT IS FURTHER ORDERED that: 

A. The Commission may require that the Hold Separate Trustee and the Hold Separate 

Managers, as well as each of their consultants, accountants, attorneys, and other representatives and assistants, to sign an appropriate agreement to maintain the confidentiality 

of any information and materials obtained from (i) the Commission or (ii) the Hold Separate Business in connection with performance of such individuals’ duties. 

B. Upon the request of the Hold Separate Trustee or Commission staff, Respondents shall 

obtain an agreement in writing, from any employee other than those identified in Paragraph VI.B.(iii) of this Order, to maintain the confidentiality of any Confidential Information pertaining to the Hold Separate Business. 

VIII.
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IT IS FURTHER ORDERED that the Commission may, on its own initiative or at the 

request of the Hold Separate Trustee, issue such additional orders or directions as may be necessary or appropriate to assure compliance with the requirements of this Hold Separate Order. 

IX. 

 IT IS FURTHER ORDERED that from the date this Hold Separate Order is issued until 

the Acquisition Date, Respondents shall take all actions necessary to maintain the full economic 

viability, marketability, and competitiveness of the Divestiture Assets and Divestiture Business, 

and to prevent the destruction, removal, wasting, deterioration, or impairment of the Divestiture 

Assets and Divestiture Business (except for ordinary wear and tear). 

X. 

 IT IS FURTHER ORDERED that the purpose of this Hold Separate Order is to (i) 

preserve the assets and businesses within the Hold Separate Business as a viable, competitive, 

and ongoing businesses independent of Respondents until the divestitures required by the 

Decision and Order is achieved; (ii) assure that no Confidential Information is exchanged 

between Respondents and the Hold Separate Business, except in accordance with the provisions 

of this Hold Separate Order; (iii) prevent interim harm to competition pending the divestitures 

and other relief, and (iv) maintain the full economic viability, marketability, and competitiveness 

of the Divestiture Business and Divestiture Assets, and prevent the destruction, removal, 

wasting, deterioration, or impairment of any of the Divestiture Assets, except for ordinary wear 

and tear. 

XI.

IT IS FURTHER ORDERED that: 

A. Respondents shall file a verified written report with the Commission setting forth in 

detail the manner and form in which they intend to comply, are complying, and have 

complied with this Order to Hold Separate and the Decision and Order no later than thirty 

(30) days from the date this Hold Separate Order is issued and every thirty (30) days 

thereafter until Respondents have fully complied with Paragraphs II.A. and II.F. of the 

Decision and Order. 

B. With respect to any divestiture required by Paragraph II.A. of the Decision and Order, 

Respondents shall include in their compliance reports (i) the status of the divestiture and 

transfer of the Divestiture Assets; (ii) a description of all Transitional Services provided 

to each Acquirer; (iii) a description of all substantive contacts with each Acquirer; and 

(iv) any other actions taken by Respondents relating to compliance with the terms of this 

Order and/or any Divestiture Agreement, and (v) as applicable, a statement that any divestiture approved by the Commission has been accomplished, including a description of 

the manner in which Respondents completed such divestiture and the date the divestiture 

was accomplished. 
16 

XII.

IT IS FURTHER ORDERED that Respondents shall notify the Commission at least 

thirty (30) days prior to: 

A. Any proposed dissolution of Respondents; 

B. Any proposed acquisition, merger, or consolidation of Respondents; or 

C. Any other change in the Respondents, including, but not limited to, assignment and the 

creation or dissolution of subsidiaries, if such change might affect compliance obligations 

arising out of the Order. 

XIII.

 IT IS FURTHER ORDERED that, for the purpose of determining or securing compliance with this Hold Separate Order, and subject to any legally recognized privilege, and upon 

written request and upon five (5) days’ notice to Respondents, Respondents shall, without 

restraint or interference, permit any duly authorized representative of the Commission: 

A. Access, during business office hours of the Respondents and in the presence of counsel, 

to all facilities and access to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and other records and documents in the possession or under the control 

of Respondents related to compliance with this Hold Separate Order, which copying services shall be provided by Respondents at their expense; and 

B. To interview officers, directors, or employees of Respondents, who may have counsel 

present, regarding such matters. 
17 

 

XIV.

IT IS FURTHER ORDERED that this Hold Separate Order shall terminate at the 

earlier of: 

A. Three (3) business days after the Commission withdraws its acceptance of the Consent 

Agreement pursuant to the provisions of Commission Rule 2.34, 16 C.F.R. § 2.34; or 

B. The later of the day after (i) the Hold Separate Trustee completes his Final Report 

relating to the completion of Respondents’ obligations under Paragraphs II.A. and II.F. of 

the Decision and Order or (ii) the Commission otherwise directs that this Hold Separate 

Order is terminated. 

By the Commission. 

 Donald S. Clark 

 Secretary 

SEAL 

ISSUED: December 20, 2013 
Appendix A 

SCI Properties To Be Held Separate 

State Area Owner FH/ Property Name & Address CEM 

Alabama Mobile SCI FH Mobile Memorial Gardens Flmeral Home 

6040 Three Notch Road 

Mobile, Alabama 36619 

Califomia Los Angeles SCI FH Lubyen Family Dilday-Motell Mortumy 

(Long Beach) 5161 Arbor Road 

Long Beach, Califomia 90808 

Califomia Los Angeles SCI FH Flmerm·ia Del Angel IT Oswald 

(San Femando 1001 North Maclay 

Valley) San Femando, Califomia 91340 

Califomia Los Angeles SCI FH Custer Christiansen Mortumy 

(East Los 124 S. Cit:Ius Avenue 

Angeles Covina, Califomia 91723 

County) 

Califomia San Diego SCI FH Clairemont Mortumy 

(North em) 4266 Mt Abemathy A venue 

San Diego, Califomia 92117 

Califomia San Diego SCI FW Greenwood Memorial Pm·k & Mortumy (c) 

(Southem and CEM 4300 Imperial Avenue 

Eastem) San Diego, Califomia 92113 

Florida Clea1water SCI FH Moss Feaster Funeral Home - Dunedin 

13 20 Main St:I·eet 

Dunedin, Florida 34698 

Florida Clea1water SCI FH Moss Feaster Funeral Home - Belcher Road 

693 South Belcher Road 

Clemwater, Florida 33764 

Florida Miami-Dade SCI FH Flmerm·ia Memorial Plan- San Jose 

(Miaini) 250 East 4th Avenue 

Hialeah, Florida 33010 

18 
-

State Area Owner FH/ Property Name & Address CEM 

Florida Miami-Dade SCI FH Flmeraria Memorial Plan - Westchester 

(Miami) 9800 SW 24th Su·eet 

Miami, Florida 33165 

Florida Miami SCI FH Branam Fooeral Home 

(Homestead) 809 North Krome Avenue 

Homestead, Florida 33030 

Florida Miami-Dade SCI CEM Memorial Plan Flagler Memorial Park 

5301 West Flagler Su·eet 

Miami, Florida 33134 

Florida Miami-Dade SCI CEM Memorial Plan Miami Memorial Park 

6200 SW 77th A venue 

Miami, Florida 33143 

Florida Orlando SCI FH Carey-Hand Cox Parker Flmeral Home 

1350 West Fairbanks Avenue 

Winter Park, Florida 32789 

Florida Orlando SCI FH Colonial Chapel/Carey Hand 

2811 East Cuny Ford Road 

Orlando, Florida 32806 

Florida Orlando SCI FH Collison Carey Hand Fooeral Home 

1148 East Plant Su·eet 

Winter Garden, Florida 34787 

Florida Orlando SCI CEM Orlando Memorial Gardens 

(West) 5264 Ingram Road 

Apopka, Florida 32703 

Florida Springhill/ SCI CEM Grace Memorial Gardens & Fooeral Home (c) 

Hudson 17007 US Highway 19 N01ih 

Hudson, Florida 34667 

Florida Tampa SCI CEM Sooset Flmeral Home & Mem01y Gardens (c) 

11005 NUS Highway 301 

Thonotosassa, Florida 33592 

Louisiana New Orleans SCI FH Schoen Fooeral Home 

19 
-

State Area Owner FH/ Property Name & Address CEM 

3827 Canal Su·eet 

New Orleans, Louisiana 70119 

Louisiana New Orleans SCI FH Thatp-Sontheimer-Thatp Funeral Home 

1600 North Causeway Boulevard 

Metairie, Louisiana 70001 

Louisiana New Orleans SCI FHI Garden of Memories Funeral Home & 

CEM Cemetety (c) 

4900 Airline Drive 

Metairie, Louisiana 70001 

Matyland Washington, SCI FH Edward Sagel Flmeral Direction Inc. 

DC/Matyland 1091 Rockville Pike 

Suburbs Rockville, Matyland 20852 

Mississippi West Jackson SCI FH Wright & Ferguson Flmeral Home 

106 Cynthia Su·eet 

Clinton, Mississippi 39056 

Mississippi West Jackson SCI FH Wright & Ferguson Flmeral Home 

201 Hinds Boulevm·d 

Raymond, Mississippi 39154 

Missouri N oti h Kansas SCI FHI Mmmt Moriah Tenace Park Funeral Home & 

City CEM Cemetety (c) 

801 N01ihwest 108th Su·eet 

Kansas City, Missouri 64155 

South Columbia SCI FH Caughman-Hatm an St. Andrew's Chapel/Bush 

Carolina River Memorial Gardens (c) 

5400 Bush River Road 

Columbia, South Cm·olina 29212 

Tennessee Knoxville SCI CEM New Gray Cemete1y 

2724 Westem Avenue 

Knoxville, Tennessee 37921 

Tennessee Knoxville SCI CEM Greenwood Cemete1y 

3500 Tazewell Pike 

Knoxville, Tennessee 3 7918 

Texas Dallas SCI CEM Lincoln Funeral Home & Cemetety (c) 

20 
-

State Area Owner 

FH/ Property Name & Address CEM 

(South) 8100 Fireside Drive 

Dallas, Texas 75217 

Texas Dallas SCI CEM Lincoln Memorial Park Cemete1y 

(South) 1311 Murdock Road 

Dallas, Texas 75217 

Virginia Richmond SCI CEM Slmset Memorial Park 

(South) 2901 West Hlmdred Road 

Chester, Virginia 23831 

21 
Stewart Properties To Be Held Separate 

-

State Area Owner FH/ Property Name & Address CEM 

Califomia Au bum Stewmi FH Lasilla Funeral Chapel - Aubum 

551 Grass Valley Highway 

Aubum, Califomia 95603 

Califomia Pahndale/ Stewmi FH Halley-Olsen-Mmp hy Funerals & Cremations 

Lancaster 44831 N. Cedar Avenue 

Lancaster, Califomia 93534 

Califomia Palmdale/ Stewmi FH Antelope Valley Cremation Service 

Lancaster 619 West Milling 

Lancaster, Califomia 93534 

Florida St. Petersburg/ Stewmi CEM Memorial Park Funeral Home & Cemete1y (c) 

Lm·go 5750 49th Street N01ih 

St. Petersburg, Florida 33709 

Florida St. Petersburg/ Stewmi CEM Woodlawn Mem01y Gardens 

Lm·go 101 58th Street South 

St. Petersburg, Florida 33707 

Florida Jacksonville Stewmi FHICE Arlington Park Cemete1y/Funeral Home (c) 

M 6920 Lone Stm· Road 

Jacksonville, Florida 32211 

Florida Ocala Stewmi FH Robe1is Funeral Home 

606 Southwest 2nd A venue 

Ocala, Florida 34471 

Florida Ocala Stewmi FH Robe1is Funeral Home - Bmce Chapel East 

2739 SSE Mm·icamp Road 

Ocala, Florida 34471 

Florida Ocala Stewmi FH Robe1is Funeral Home - Bmce Chapel West 

6241 Southwest State Road 200 

Ocala, Florida 34476 

Florida Ocala Stewmi CEM Good Shepherd Memorial Gm·dens 

5050 SW 20th Street 

Ocala, Florida 32111 

22 
-

State Area Owner 

FH/ Property Name & Address CEM 

Florida Orlando Stewmi CEM Highland Mem01y Gardens 

(West) 3329 East Sem01·an Boulevard 

Apopka, Florida 32703 

Florida P01i St. Lucie Stewmi FW Forest Hills Palm City Chapel & Forest Hills 

CEM Memorial Park (c) 

2001 S.W. Mmphy Road 

Palm City, FL 34990 

Florida Tampa Stewmi FH Boza & Roel Funeral Home 

4730 N01ih Annenia Avenue 

Tainpa, Florida 33603 

Georgia Atlanta Stewmi CEM Cheatham Hill Memorial Park/Southem 

Cremations & Funerals (c) 

1860 Dallas Highway SW 

Marietta, Georgia 30064 

Georgia Atlanta Stewmi CEM Holly Hill Memorial Park 

359 West Broad Street 

Fairbmn , Georgia 30213 

Georgia Atlanta Stewmi CEM Eastlawn Memorial Park 

640 McGm·ity Road 

McDonough, Georgia 30252 

Louisiana New Orleans Stewmi FH Greenwood Funeral Home 

5200 Canal Boulevm·d 

New Orleans, Louisiana 70124 

Ma1yland Annapolis Stewmi CEM Hillcrest Memorial Gm·dens 

1911 Forest Drive 

Annapolis, Mmyland 21401 

Ma1yland Baltimore Stewmi CEM Pm·kwood Cemete1y 

3310 Taylor Avenue 

Baltimore, Mmyland 21234 

Missomi Overland Pm·k, Stewmi FH Overland Pm·k Chapel 

KS 8201 Metcalf A venue 

Overland Pm·k, Kansas 66204 

23 
-

State Area Owner FH/ Property Name & Address CEM 

Missouri South Kansas Stewmi FHI Johnson County Funeral Chapel & Memorial 

City, KS/ CEM Gardens (c) 

Missouri 11200 Metcalf A venue 

Overland Park, Kansas 66210 

N01ih New Bem Stewmi FH Pollack-Best Flmerals & Cremations 

Carolina 2015 Neuse Boulevm·d 

New Bem, N01ih Cm·olina 28560 

N01ih High Point Stewmi CEM Floral Garden Memorial Park 

Carolina 1730 W. English Road 

High Point, N01ih Carolina 27262 

N01ih Raleigh Stewmi FHI Montlawn Memorial Pk, Funerals & CremaCarolina CEM tions(c) 

2911 South Wilmington Street 

Raleigh, N01ih Carolina 27603 

Pennsylvania Philadelphia Stewmi CEM George Washington Memorial Park/Kirk & 

Nice Funeral Home, Inc. (c) 

80 Stenton A venue 

Plymouth Meeting, Pennsylvania 19462 

Pennsylvania Philadelphia Stewmi CEM Slmset Memorial Park/Kirk & Nice Suburban 

Chapel, Inc. (c) 

333 County Line Road 

Feasterville, Pennsylvania 19053 

South Greenville Stewmi FHICE Cannon Memorial Pk, Funerals and Cremations 

Carolina M (c) 

1150 N01ih Main Street 

Fountain Inn, South Cm·olina 29644 

South Greenville Stewmi FH Cannon Memorial Pm·k, Funerals and CremaCarolina tions - Jones Chapel 

603 West Cmiis Su·eet 

Simpsonville, South Carolina 29681 

Tennessee Kingsp01i Stewmi CEM Oak Hill Memorial Pm·k, Flmerals and 

Cremations (c) 

800 Tmxton Drive 

Kingsp01i , Tennessee 37660 

24 
-

State Area Owner FH/ Property Name & Address CEM 

T ellllessee Nashville Stewmi FH Cole & GatTett Funeral Home 

127 N01ih Main Street 

Goodlettsville, Tellllessee 37072 

Texas Dallas Stewmi FH/ Restland Flmeral Home & Cemete1y (c) 

CEM 13005 Greenville A venue 

Dallas, Texas 75243 

Texas Southeast Stewmi FHI Emerald Hills Funeral Home & Cemete1y (c) 

F01i W01ih CEM 500 Sublett Road 

Kelllledale, Texas 7 6060 

Texas Houston Stewmi CEM South Pm·k Flmeral Home & Cemete1y (c) 

1310 N01ih Main Street 

Pearland, Texas 77518 

Texas Houston Stewmi CEM San Jacinto Memorial Pm·k & Funeral Home (c) 

14659 East Freeway 

Houston, Texas 77015 

Virginia Arlington- Stewmi FH Everly Wheatley Funeral Home - Alexandria 

Alexandria 1500 West Braddock Road 

Alexandria, Virginia 22302 

Virginia Arlington- Stewmi FH Everly Community Funeral Care 

Alexandria 6161 Leesburg Pike 

Falls Church, Virginia 22044 

Virginia Richmond Stewmi CEM Greenwood Memorial Gardens 

(Northwest) 12609 Patterson A venue 

Richmond, Virginia 23238 

West Kemn eysville Stewmi CEM Pleasant View Mem01y Gardens 

Virginia 2938 Charles Town Road 

Keam eysville, West Virginia 25430 

25 
26 

Confidential Appendix B – Held Separate Employees 

[Redacted From the Public Record Version, But Incorporated By Reference]