PUBLIC VERSION 

1 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

In the Matter of ) 

 ) 

Service Corporation International, ) Docket No. C-4423 

a corporation, and ) File No. 131 0163 

 ) 

Stewart Enterprises, Inc., ) 

a corporation ) 

 ) 

PETITION FOR APPROVAL OF PROPOSED DIVESTITURE 

 

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

(“Commission”) Rules of Practice and Procedure, 16 C.F.R. § 2.41(f) (2012), and 

Paragraphs 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”) hereby petitions the Commission to approve the 

divestiture to Alliance Funeral Group, Incorporated (“Alliance”) of the Divestiture Businesses 

that include, respectively, the following two facilities: (i) Greenwood Cemetery, 3500 

Tazewell Pike, Knoxville, Tennessee, and (ii) New Gray Cemetery, 2724 Western Avenue, 

Knoxville, Tennessee. 

Subject to the Commission’s approval of this Petition, the Divestiture 

Businesses associated with these facilities (as defined in the Decision and Order, and 

hereinafter collectively referred to as the “Divestiture Assets”) will be sold to Alliance

pursuant to the Asset Sale Agreement dated July 15, 2014, by and among Alliance and SCI 

Tennessee Funeral Services, LLC, an affiliate of SCI (the “ASA”). 
PUBLIC VERSION 

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Background 

On December 23, 2013, SCI and Respondent Stewart Enterprises, Inc. 

(“Stewart”) (collectively, the “Respondents”) executed an Agreement Containing 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 (the “Acquisition”) 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, 2013, SCI consummated its 

acquisition of Stewart. Stewart is now a wholly owned subsidiary of SCI. The 

Commission issued the Consent Agreement as final on April 29, 2014. 

Because this petition and its attachments contain confidential and 

competitively sensitive business information relating to the divestiture of the Divestiture 

Assets—the disclosure of which may prejudice the Respondents and Alliance, cause harm 

to the ongoing competitiveness of the Divestiture Assets, and impair Respondents’ ability 

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 Commission’s Rules of 

Practice and Procedure, 16 C.F.R. § 2.41(f)(4) & 4.9(c) (2012), Respondents request that 

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

contained herein be accorded confidential treatment. The confidential version of this 

petition should 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) 
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(2012). 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 

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 closing have 

already been satisfied, such that SCI and Alliance are in a position to close the divestitures 

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

Decision and Order and is in the interests of the public, Alliance, and the Respondents, 

because it will allow Alliance 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 

2.41(f)(2) of the Commission’s Rules of Practice and Procedure, 16 C.F.R. § 2.41(f)(2) 

(2012), limit the public comment period to the customary 30-day period, and grant this 

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

above-referenced ASA as soon as practicable after the close of the public comment period. 

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.1

 Pursuant to this requirement, SCI diligently has sought buyers that 

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

 

1

 The Commission issued the final Order on April 29, 2014. 
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great interest in the properties. As noted above, on July 15, 2014, SCI entered into the ASA with 

Alliance, which requires SCI to sell the Divestiture Assets to Alliance. The executed ASA is 

attached hereto as Confidential Exhibit A.

The ASA with Alliance 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, Alliance 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 Alliance to operate the relevant 

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

current assets, Alliance will have all the intellectual property it needs to operate the Divestiture 

Assets in substantially the same manner as Respondents. 

Paragraph II.B requires that Respondents divest the cemeteries in Knoxville, 

Tennessee, to no more than one Acquirer. These facilities are (i) New Gray Cemetery, 2427 

Western Avenue, Knoxville, Tennessee, and (ii) Greenwood Cemetery, 3500 Tazewell Pike, 

Knoxville, Tennessee. The ASA contemplates that Alliance will acquire all of these facilities, 

satisfying this requirement. See ASA § 1.1. 

Alliance has acknowledged that the Divestiture Assets, together with Alliance’s 

existing resources, enable Alliance to operate the Divestiture Businesses as ongoing entities and 

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

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

agreement relating to the divestiture 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 of the Decision and Order. 

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

Background 

Alliance has extensive experience in acquiring and operating cemeteries, has the 

financial wherewithal to make this acquisition, and the acquisition of the businesses in question 

by Alliance will assure that those businesses remain strong and effective competitors in

Knoxville, Tennessee in this matter.

Alliance is a closely held Tennessee corporation, established in 2000, 

headquartered in Knoxville, Tennessee. Controlling stock interest in Alliance was purchased in 

June 2009 by Dennis A. Bridges of Knoxville, Tennessee. Kim Powers Bridges, also of 

Knoxville, Tennessee, subsequently acquired a material stock ownership interest in Alliance. 

Alliance intends to purchase and operate the Divestiture Assets, along with the seven cemetery 

properties currently owned and operated by Alliance. 

Alliance was originally formed to acquire six East Tennessee cemetery operations 

and their related assets from the Tennessee affiliates/subsidiaries of Loewen Group International, 

which were offered for sale in connection with the 1999 LGI bankruptcy. Subsequently, 

Alliance sold one cemetery and acquired the assets of two additional cemeteries that were 

privately owned and operated by a subsequent investor/shareholder of Alliance. As a result of 

these transactions, Alliance currently operates the following seven cemeteries: 
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Anderson Memorial Gardens 

640 Oliver Springs Highway

Clinton, TN 37718 

Kingston Memorial Gardens 

129 Oak Drive 

Kingston, TN 37763 

Dandridge Memorial Gardens 

945 E. Hwy 25-70 

Dandridge, TN 37871 

McMinn Memory Gardens 

1739 County Road 560 

Athens, TN 37303 

Eastview Memorial Gardens

PO Box 242 

1320 Andrew Johnson Highway 

Strawberry Plains, TN 37816 

Roane Memorial Gardens 

1400 N. Gateway Avenue 

Rockwood, TN 37854 

Jefferson Memorial Gardens 

812 E. Broadway 

Jefferson City, TN 37760 

Financial Capability 

 Alliance has the financial wherewithal to acquire and successfully operate the 

Divestiture Assets. Alliance intends to finance the purchase of the Divestiture Assets through a 

commercial, asset based lender under the terms of the commercial loan agreement and through a 

transaction between Alliance and Pinnacle Financial Partners, a Nashville, Tennessee based 

commercial bank. Pinnacle Financial Partners has given Alliance initial approval of its 

acquisition loan application, and has initiated credit underwriting, including ordering studies and 

reports of the Divestiture Assets. As a potential alternative to a commercial debt transaction 

described, the principals of Alliance may invest their separate, personal funds in an amount equal 

to all or a substantial portion of the purchase price, as equity capital, in lieu of the commercial 

loan transaction with Pinnacle Financial Partners. The principals of Alliance have experience in 

financing acquisition transactions in the funeral home and cemetery industry as evidenced from 

the prior acquisitions discussed above. 
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 Alliance believes that the historic revenues of the Divesture Assets will be 

maintained following the closing, and predicts that enhanced revenues of the Divesture Assets 

will result from a planned business and marketing affiliation with Bridges Funeral Home, located 

at 5430 Rutledge Pike, Knoxville, Tennessee. The addition of the Divesture Assets to Alliance’s 

holdings will improve the business operations of Alliance and the Divesture Assets post-closing. 

 In addition, Alliance anticipates making business improvements to the operations 

of Alliance and the Divesture Assets that will contribute sufficient revenues to adequately fund 

Alliance’s operations and debt service following the acquisition. Alliance intends to improve 

advertising and jointly market and sell goods and services of the Divestiture Assets through the 

operations of Bridges Funeral Home, a full service, traditional funeral home owned and operated 

by Dennis A. Bridges, a principal of Alliance. Cross-selling of cemetery goods and services 

through Bridges Funeral Home will provide significant marketing and sales opportunities, 

benefiting both the Divesture Assets and Bridges Funeral Home. 

 Alliance intends to retain and operate the Divestiture Assets purchased. 

Alliance’s operations will be expanded to include the Divestiture Assets, and the assimilation 

and operations of the Divestiture Assets will be supported administratively by Alliance’s 

experienced management and staff. Alliance intends to construct and/or renovate certain 

improvements at one of the Divesture Assets, and relocate certain Alliance administrative offices 

and employees of its operations to that location. 

 Alliance intends to retain the employment/consulting services of key management 

and cemetery staff of the Divestiture Assets, including the administrator, sales counselor and 

grounds maintenance staff of Greenwood Cemetery. Alliance intends to leverage some or all of 
PUBLIC VERSION 

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these employees to also be involved in the administrative and maintenance obligations at 

Alliance’s other cemeteries. 

 Neither Alliance, nor any affiliates of its principals, have competitive cemetery 

operations in Knoxville, Tennessee. 

 Alliance has sufficient operating expertise to not only insure the continued 

competitiveness of the Divestiture Assets, but to significantly enhance them alone and pursuant 

to the contemplated affiliation with Bridges Funeral Home. 

Operations Experience 

Alliance has sufficient operating expertise to not only ensure the continued 

competitiveness of the Divestiture Assets, but to enhance it.

Other than dispositions and acquisitions of rural cemetery property among the 

original principals of Alliance, Alliance has continued to own and operate its core group of seven 

cemeteries in East Tennessee. Alliance operates its cemeteries and related business operations in 

compliance with applicable laws and regulations, and has a satisfactory reputation in the industry 

and with cemetery regulators in the State of Tennessee. 

In addition to their ownership and operating experience of Alliance’s seven 

cemeteries located in East Tennessee, the principals of Alliance have extensive personal and 

professional experience in the industry, both from an acquisition and operational standpoint. 

Dennis A. Bridges is the president of Alliance. He has been engaged in the 

industry since 1982, as a licensed funeral director and embalmer, and acquired progressively 

increasing management responsibility and authority in the funeral home and cemetery operations 

of the Loewen Group. Mr. Bridges formerly was employed in various regional management 

positions by Loewen Group International, after which he formed and operated Denco Holdings, 
PUBLIC VERSION 

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Inc. to acquire, re-sell, and/or operate funeral home and cemetery business assets in multiple 

states. Since 2003, Mr. Bridges has been the owner and operator of Bridges Funeral Home. In 

2005, Mr. Bridges became a principal of Alliance, and subsequently acquired controlling interest 

of Alliance, along with Kim Powers Bridges, in June 2009. 

Mr. Bridges has been the principal, owner and operator of several industry 

acquisition entities, which have closed numerous acquisition and sale transactions, principally 

involving business properties previously operated by the former Loewen Group International, 

and its successor, Alderwoods Group, Inc., and their respective subsidiaries and affiliates. Since 

2000, Mr. Bridges, Denco Holdings, Inc., and their affiliates, have negotiated seven major 

industry acquisitions involving approximately 200 cemetery and funeral home business 

properties and their operating assets, located in 19 states. Mr. Bridges personally formed, owns 

and operates Bridges Funeral Home, Inc., a Tennessee corporation, and its single business 

property, Bridges Funeral Home located in Knoxville, Tennessee. Bridges Funeral Home is a 

full service, traditional funeral home. 

Kim Powers Bridges holds the position of vice president and chief compliance 

officer of Alliance. She also is an owner and director of Alliance. Since 2002, she has been a 

principal of Denco Holdings, Inc. and its affiliated companies that are engaged in the acquisition, 

operation and/or resale of funeral homes and cemeteries in the states of Mississippi, Texas, 

Colorado, New Mexico, and Illinois. From 1999 to 2002, she founded and operated Memorial 

Concepts Online, Inc., an online retail funeral merchandise seller. She has been actively engaged 

in the cemetery management industry for twenty plus years, having originally been a corporate 

officer of Loewen Group International, employed as a vice president with responsibility for 
PUBLIC VERSION 

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regional, preneed sales programs for cemetery properties located in multiple states, including the 

implementation of regional and location budgets of up to $20 million. 

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. Alliance is an experienced operator of 

cemeteries with a proven track record of successfully operating and enhancing the group of 

seven cemeteries that it has acquired in the past. Alliance enjoys a strong financial position that 

will enable it to complete this acquisition, continue the operation of the Divestiture Assets and 

enhance their competitiveness for cemetery services in Knoxville, Tennessee. Combining the 

Divestiture Assets with Alliance’s current businesses, 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. Alliance does not 

currently compete in any market, as defined in the Commission’s Complaint, in which the 

Divestiture Assets operate. Alliance’s current cemetery operations are all outside of Knoxville, 

Tennessee. Consequently, there is no overlap between the operations of Alliance and the 

Divestiture Assets, and 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 

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. 

 
PUBLIC VERSION 

Conclusion 

For the foregoing reasons, Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to Alliance, 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 for Respondents 

Dated: July 24, 2014 

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PUBLIC VERSION

CERTIFICATION OF SERVICE CORPORATION INTERNATIONAL 

The facts and information 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 U.S.C. § 1746, I certify under penalty of perjury under the laws ofthe United 

States of nca at the foregoing is true and correct. 

Business Development 

oration International 
PUBLIC VERSION

CERTIFICATION OF ALLIANCE FUNERAL GROUP, INC. 

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

Alliance Funeral Group, Inc., 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 ofpetjury under the laws of the United 

States of A ica that the foregoing is true and correct. 

Dennis Bridges 

President 

Alliance Funeral Group, Incorporated 

42983.000035 EMF_US 50643821v4 

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Confidential 

Exhibit A 

PUBLIC VERSION