OR\G\NAL PUBLIC VERSION 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

In the Matter of 

Service Corporation International, 

a corporation, and 

Stewart Enterprises, Inc., 

a corporation 

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Docket No. C-4423 

File No. 131 0 163 

PETITION FOR APPROVAL OF PROPOSED DIVESTITURE 

APR 3 0 2014 

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Pursuant to Section 2.4 1 (f) of the Federal Trade Commission 

("Commission") Rules of Practice and Procedure, 16 C.F.R. § 2.4 1(f) (20 12), and 

Paragraphs I I. 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 Inte rnatio nal ("SCI ") hereby petitions the Commission to app rove th e 

divestiture to Hillcrest Memorial Association MD, Inc. and Pleasant View Memorial 

Association, Inc. (collecti vely the " Acquirers") of the Divestiture Businesses that include, 

respectively, the fol lowing two fac ilities: (i) Hillcrest Memorial Gardens, 191 1 Forest 

Drive, Annapolis, Maryland 2 140 I and (ii) Pleasant View Memory Gardens, 2938 Charles 

Town Road, Kearneysvill e, West Virg inia 25430. As explai ned in detai l below, the 

Acquirers a re owned in equal part by Guy N. Saxton and John L. Yeatman. 

Subj ect to the Commission's approva l of this Petition, the Divestiture 

Businesses associated w ith these faci lities (as defined in the Decision and Order, and 

he reinafter collectively referred to as the " Divestiture Assets" ) will be sold to the 
PUBLIC VERS ION 

Acquirers pursuant to the Asset Sale Agreement dated April 25, 2014, by and among the 

Acquirers and S.E. Cemeteries of West Virginia, Inc. and Hillcrest Memorial Cemetery, 

Inc. (the "ASA"). 

Background 

On December 23, 20 13, SCI and Respondent Stewart Enterprises, Inc. 

("Stewart") (collectively, the "Respondents") executed an Agreement Conta ining Consent 

Orders that included the Decision and Order and Order to Hold Separate and Maintain 

Assets (collectively, the "Consent Agreement") to settle the Commission's charges that the 

proposed acquisition by SCI of Stewart would violate Section 5 of the Federal Trade 

Commission Act, as amended, 15 U.S.C. § 45, and Section 7 of the Clayton Act, as 

amended, 15 U.S.C. § 18. On December 23, 2013, the Commission accepted the Consent 

Agreement for public comment, and on December 23, 20 13, SCI consummated its 

acq uisition of Stewart. Stewart is now a wholly owned subsidi a ry of SCI. The Consent 

Agreement is presently befo re the Commission for final approval and issuance of the orders 

contained therein. 

Because this petition and its attachments contain confidential and 

competitively sensitive business information relating to the divestiture of the Divestiture 

Assets-the disc losure of which may prejudice the Respondents and Acquirers, cause harm 

to the ongoing com petitiveness of the Divestiture Assets, and impair Respondents' abi lity 

to comply with their obligations under the Consent Agreement- Respondents have 

redacted such confidential information from the public version of this petition and its 

attachments. Pursuant to Sections 2.41(f)(4) and 4.9(c) of the Commissio n's Rules of 

Practice and Procedure, 16 C.F.R. § 2.4 1(f)(4) & 4.9(c) (20 12), Respondents request that 

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PUBLIC VERSION 

the non-public, confidential version of this petition and its attachments and the information 

conta ined herein be accorded confidential treatment. The confidential version of this 

petition shoul d be accorded such confidential treatment under 5 U.S.C. § 552 and Section 

4. 10(a)(2) of the Commission's Rules of Practice and Procedure, 16 C.F.R. § 4.10(a)(2) 

(20 I 2). The confidentia l version of th is petition is a lso exempt from disclosure under 

Exemptions 4, 7(A), 7(8), and 7(C) of the Freedom of Informati on 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 

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

Respondent SCI desires to complete the proposed divestiture of the 

Divestiture Assets as soon as possible, following Commission approval thereof. All 

conditions other than Commission approval and those customarily satisfied at c losing have 

already been satisfied, such that SCI and Acquirers are in a position to c lose the 

divestitures within a few days of such approval. Prompt consummation will further the 

purposes of the Dec ision and O rder and is in the interests of the public, the Acquirers, and 

the Respondents, because it will allow the Acquirers to move forward with their business 

plans for the competitive operation of the Divestiture Assets. SCI accordingly requests that 

the Commission promptly commence the period of public comment pursuant to Section 

2.4l(f)(2) of the Commission's Ru les of Practice and Procedure, 16 C.F.R. § 2.4 l(f)(2) 

(20 12), limit the public comment period to the customary 30-day period, and grant this 

petition by approving the divestiture of the Divestiture Assets to the Acquirers pursuant to 

the above-refe renced ASA as soon as practicable after the close of the public comment 

period. 

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PUBLIC VERSION 

I. The ASA Is Final and Consistent with the Decision and Order's Terms 

Paragraph II.A of the Decision and Order requires the Respondents to divest the 

Divestiture Businesses (as defined in the Decision and Order) within 180 days of the date on 

which the Order is issued.' Pursuant to this requirement, SCI diligently has sought buyers that 

would be acceptable to the Commission, through an extensive auction process that produced 

great interest in the properties. As noted above, on April 25, 2014, SCI entered into the ASA 

with the Acquirers, which requires SCI to sell the Divestiture Assets to the Acquirers. The 

executed ASA is attached hereto as Confidential Exhibit A. 

The ASA with the Acquirers complies with the requirements of Paragraph II of 

the Decision and Order. 

Paragraph II.A requires that Respondents divest the Divestiture Assets, absolutely 

and in good faith. Pursuant to the ASA, the Acquirers will acquire the Divestiture Assets. See 

ASA § 1.1. 

Paragraph II.A.2 of the Decision and Order requires Respondents to grant a 

License to all Retained Intellectual Property that will permit the Acquirers to operate the relevant 

Divestiture Business in substantially the same manner as Respondents. Along with the 

Acquirers' current assets, Acquirers will have all the intellectual property they need to operate 

the Divestiture Assets in substantially the same manner as Respondents. 

Acquirers have acknowledged that the Divestiture Assets, together with the 

Acquirer's existing resources, enable the Acquirers to operate the Divestiture Assets as ongoing 

entities and that no other assets are needed from SCI to do so. See ASA § 4.4. 

* * * 

1 The Commission has not yet issued the Order as fina l. 

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PUBLIC VERSION 

As demonstrated above and in the accompanying ASA, SCI has entered into an 

agreement re lating to the di vestiture of the Divestiture Assets that fully complies with the 

Commission's Decision and Order with respect to the divestiture of these assets. Accordingly, 

Respondents hereby seek Commission approval of the proposed divestitures pursuant to 

Paragraph II.A ofthe Decision and Order. 

II. The Prospective Acquirer Will Be a Strong and Effective Competitor 

A. Background 

The Commission is familiar with the owners of the Acquirers, having approved 

companies owned solely by them as divestiture buyers on a prior occasion. Guy N. Saxton 

("Saxton") and John L. Yeatman ("Yeatman"), being the sole shareholders, formed the Acquirers 

for the purpose of purchasing the assets subj ect to the ASA. Saxton and Yeatman own equal 

shares of the Acq uirers, which are similar in corporate structure to other entities they created in 

order to purchase divestiture assets of SCI- notably the assets of O'Hair & Riggs Funeral 

Services, Inc. and Ivers & Alcorn Merced Funeral Services, Inc.-and which the Commission 

approved as divestiture buyers in relation to SCI's acquisition of Alderwoods in 2007.2 

Yeatman & Associates, Inc., a Saxton/Yeatman company, purchased its first 

property in June 200 I with the acquisition of a cemetery in California from The Loewen Group 

(the predecessor of Alderwoods). Over the last 13 years, Saxton and Yeatman have continued to 

grow their operations through several acquisitions. Companies controlled by Saxton and/or 

Yeatman currently own and/or operate 2 1 cemeteries, I 0 funeral homes, and four crematories, 

with locations in California, Illinois, Louisiana, Maryland, New York, Oregon, and Texas. In 

2 See Press Release, Commission Approves Petition to Reopen and Modify Order in Matter of Duke Energy, et al.; 

FTC Approves Petitions for Proposed Divestitures in Matter of SCI/Alderwoods (Sept. 28, 2007), 

http://www.ftc.gov/news-events/press-releases/2007/09/commission-approves-petition-reopen-and-modify-ordermatter-duke. 

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PUBLIC VERSION 

addition, Messrs. Saxton and Yeatman each individually own a cemetery in Pennsylvania. 

Together, these facilities provided approximately 7, I 00 calls or interments each year. The 

present acquisition by the Acquirers is consistent with Saxton and Yeatman's focus on facilities 

that they believe can be operated profitably. 

As the Commission has previously recognized in approving companies operated 

by Saxton and Yeatman as divestiture buyers, Saxton and Yeatman have extensive experience in 

acquiring and operating funeral homes and cemeteries, have the financial wherewithal to make 

this acquisition, and the acquisition of the Divestiture Assets by the Acquirers will ensure that 

those businesses remain strong and effective competitors in Annapolis, Maryland, and 

Kearneysville, West Virginia. 

B. Financial Capability 

Saxton and Yeatman are experienced in obtaining funding for transactions, as evidenced 

by the fact that they have acquired all of their death care facilities through acquisitions. The 

Acquirers will fund the purchase of the Divestiture Assets 

C. Operations Experience 

Mr. Yeatman will serve as President of the Acquirers. He currently serves as 

Vice President of the Maryland Cemetery, Funeral, and Cremation Association and Treasurer of 

the Pennsylvania Cemetery, Cremation, and Funeral Association. 

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PUBLIC VERSION 

Mr. Saxton will serve as Vice-President of the Acquirers. Mr. Saxton has also 

served as President of the Pennsylvania Cemetery, Cremation, and Funeral Association for a two 

year term over 2007-2008. 

Saxton and Yeatman have a proven record of successful acquisition of funeral 

homes and cemeteries. Since their acquisition, each facility acqu ired by a Saxton/Yeatman 

company has experienced improved performance, and each has been profitable under the 

leadership of Saxton and Yeatman. Saxton and Yeatman have formed corporations to acquire 

the majority of their various business locations over the past 15 years. In substantially every 

case they have used the balance of the ca lendar year in which each location was acquired to hire 

and/or train a sufficient and appropriate management, sales and maintenance staff and to put 

their business model into effect. Historically, in the first full calendar year following the year of 

acq uisition each location has generally experienced an increase in both gross receipts as well as 

net profitability. Saxton and Yeatman attribute this success to the development of locationspecific incentives to motivate managers and focusing them on providing enhanced services to 

families, growing the businesses, and operating within budgets. 

The Acquirers plan to grow the Divestiture Assets, not just maintain the status 

quo. The Acquirers expect to continue to implement strategies to attract fam ilies to the 

Divestiture Assets, including by marketing and improving public awareness of the facilities and 

by providing personalized services to ensure positive recommendations from the families they 

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PUBLIC VERSION 

serve. The Acquirers believe these initial measures along with Saxton and Yeatman's operating 

expertise will not only ensure the continued competitiveness of the Divestiture Assets, but will 

enhance it. As noted above, the Commission recognized the wherewithal of Saxton and 

Yeatman in the death care industry in its approval of certain divestitures in relation to SCI's 

acquisition of Alderwoods in 2007. 

III. The Proposed Divestiture Agreement Will Achieve the Purposes of the Decision and 

Order and Result in No Harm to Competition 

The proposed divestiture of the Divestiture Assets, as embodied in the ASA, will 

achieve the purposes of the Decision and Order. Saxton and Yeatman are experienced operators 

of funeral homes and cemeteries, with a proven track record of successfully operating and 

enhancing the funeral homes and cemeteries that their companies have acquired in the past. The 

Acquirers enjoy a strong financial position that will enable them to complete this acquisition, 

continue the operation of the Divestiture Assets, and enhance their competitiveness in the death 

care industry. Combining the Divestiture Assets with Saxton and Yeatman's experience and 

financial wherewithal will ensure that the objectives of the Commission's Decision and Order 

will be realized. 

The proposed acquisition of the Divestiture Assets does not present competitive 

concerns because the Divestiture Assets do not directly compete with Saxton and/or Yeatman 

companies' current locations. Saxton/Yeatman companies do not currently compete for 

cemetery services, as defined in the Commission's Complaint, in Annapolis, Maryland, or 

Kearneysville, West Virginia. Consequently, the proposed divestiture does not raise any 

competitive issue. 

In sum, the proposed divestiture will remedy any alleged anticompetitive effects 

that could result from the Acquisition. The ASA will achieve the Commission's stated purposes 

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PUBLIC VERSION 

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 Acquisition and remedying the lessening of 

competition as 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 the Acquirers, as 

embodied in the ASA, as soon as practicable after expiration of the public comment period. 

Respectfully submitted, 

Amanda L. Wait 

Hunton & Williams LLP 

2200 Pennsylvania Ave, NW 

Washington, D.C. 20037 

Counsel fo r Respondents 

Dated: April 30, 20 14 

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PUBLIC VERSION 

CERTIFICATION OF SER VICE CORPORATION INTERNATIONAL 

The facts and info rmation related in the foregoing Petition, insofar as they pertain to Service 

Corporation International, its subsidiaries, and its assets, are, to the best of my knowledge, 

true. correct and complete. 

Pursuant to 28 l.J.S.C. § 1746, I certify under penalty of perjury under the laws of the United 

States of Atllfi'iC'a'1bat the forc!!oing is true and correct. 

usiness Development 

oration International 

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PUBLIC VERSION 

CERTIFICATION OF THE ACQUIRERS 

The facts and infom1ation related in the foregoing Petition, insofar as they pertain to the 

Acquirers, their subsidiaries, and their assets, are, to the best of my knowledge, true, 

correct, and complete. 

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

States of America that the foregoing is true and correct. 

John ~;tm'i.iij Presid , Htllcrest Memonal Assocmtton MD, Inc. 

President, Pleasant View Memorial Association, Inc. 

II 
Confidential 

Exhibit A 

PUBLIC VERSION