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 

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”) hereby petitions the Commission to approve the 

divestiture to Legacy Funeral Holdings of Alabama LLC, which is wholly-owned by 

Legacy Funeral Holdings, Inc. (“Legacy Holdings”), of the Divestiture Business that 

includes the following facility: Mobile Memorial Gardens Funeral Home, 6040 Three 

Notch Road, Mobile, Alabama 36619.

Subject to Commission approval of this petition, the Divestiture Business 

associated with this facility (as defined in the Decision and Order, and hereinafter 

collectively referred to as the “Divestiture Assets”) will be sold by subsidiaries of SCI to 

wholly-owned subsidiaries of Legacy Holdings pursuant to an Asset Sale Agreement by 

PUBLIC VERSION 1
and among Legacy Funeral Holdings of Alabama, LLC, and SCI Alabama Funeral 

Services, LLC (the “ASA”).

Background

On December 23, 2013, SCI and 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 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 final order in this matter 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 Respondents and Legacy Holdings, 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 

PUBLIC VERSION 2
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) 

(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, any required state approvals, and those that 

will be satisfied at closing have already been satisfied, so that SCI and Legacy Holdings 

are in a position to close the divestiture 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, Legacy Holdings, and Respondents because it will allow Legacy Holdings to 

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

Assets. Accordingly, SCI 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 Legacy Holdings pursuant to the above-referenced ASA as soon as practicable after the 

close of the public comment period. 

PUBLIC VERSION 3
I. The ASA Is Substantially Final and Consistent with the Decision and Order’s 

Terms

Paragraph II.A of the Decision and Order requires 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 

great interest in the properties. As noted above, affiliates of SCI will enter into the ASA with 

affiliates of Legacy Holdings, which requires affiliates of SCI to sell the Divestiture Assets to 

affiliates of Legacy Holdings. The ASA will be executed substantially in the form attached 

hereto as Confidential Exhibit A.

The ASA with Legacy Holdings 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, Legacy Holdings will acquire the Divestiture Assets. 

See ASA § 1.1. 

Paragraph II.A also requires that Respondents grant a License to all Retained 

Intellectual Property that will permit the Acquirer to operate the relevant Divestiture Business in 

substantially the same manner as Respondents prior to the Acquisition. Together with the assets 

to be acquired pursuant to the ASA, Legacy Holdings will have all the intellectual property it 

needs to operate the Divesture assets in substantially the same manner as Respondents. 

Legacy Holdings has acknowledged that the Divestiture Assets, together with 

Legacy Holdings’ existing resources, enable Legacy Holdings to operate the Divestiture 

1 The Commission issued the Order as final on April 29, 2014.

PUBLIC VERSION 4
Businesses as ongoing entities and that no other assets are needed from SCI to do so. See ASA § 

4.4. 

* * * 

As demonstrated above and in the accompanying ASA, SCI is entering 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

Legacy Holdings is part of The Legacy Funeral Group, a family of companies in 

the death care industry owned by Michael L. Soper that operate funeral homes, cemeteries, and 

crematories in six states. Legacy Holdings is qualified and capable to own and operate the 

Divestiture Businesses as strong and effective competitors, as the Commission recognized in 

approving required divestitures by SCI of properties to Legacy Holdings on three previous 

occasions: 

1. SCI’s 2007 divestiture to Legacy Holdings of 13 funeral homes and 

cemeteries in connection with SCI’s acquisition of Alderwoods Group, 

Inc., and 

2. SCI’s divestiture of two funeral homes and a cemetery in Las Vegas, 

Nevada, in 2010, in connection with SCI’s acquisition of Palm Mortuary, 

Inc. 

3. SCI’s 2014 divestiture pursuant to the Consent Agreement of funeral 

homes and cemeteries in the Orlando, Florida, area and funeral homes in 

Mississippi.

PUBLIC VERSION 5
The proposed acquisition by Legacy Holdings of the Divestiture Assets ensures that the 

Divestiture Business in Mobile, Alabama, will remain a strong and effective competitor.

A. Background

Michael Soper, owner, President, and CEO of the Legacy Holdings 

companies, has been involved in the death care industry for over twenty years. He is 

assisted in operating the Legacy Holdings facilities primarily by Harry C. Drew as Senior 

Vice President and Chief Financial Officer and William Wimberly as Senior Vice 

President/Operations. Other key individuals are Jim Morrison, Todd Noecker, Bill Vallie, 

Brian Nichols, Stephen Boudreaux, and Stephen Bassett who serve as regional managers. 

Together, these professionals have over 260 years of experience in the industry, including 

experience owning, operating, and acquiring funeral homes. Four additional members of 

the Legacy Group’s Board of Advisors, Frank Bantle, Wesley Boies, William Mercer, and 

Kris Seale each have additional decades of experience in funeral home management and 

other aspects of the death care industry. Exhibit B includes biographical information for 

each of those key individuals, including details of their extensive death care industry 

experience.

B. Financial Capability

Legacy Holdings has the financial ability to complete this transaction promptly 

following Commission approval. Legacy Holdings has secured full appraisals, surveys, and 

Phase I environmental studies on the Mobile Memorial Gardens Funeral Home. Legacy 

Holdings has secured independent financing for this transaction from Funeral Directors Life 

Insurance Company (“FDLIC,” see www.funeraldirectorslife.com), a Texas legal reserve life 

insurance company and one of the strongest providers of burial insurance in North America with 

PUBLIC VERSION 6
an A.M. Best Company rating of A- (Excellent). Mr. Soper and Legacy Holdings have enjoyed a 

long relationship with FDLIC that includes other financing and the marketing of FDLIC’s preneed funeral products to the public. FDLIC has committed to provide all of the financing 

required to complete Legacy Holdings’ contemplated acquisition from SCI through long-term 

mortgage loans. 

C. Operations Experience

Legacy Holdings’ success with former SCI facilities encouraged it to acquire the 

Mobile, Alabama, 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 relationship with the employees at these facilities. 

Legacy Holdings is an established and successful operator of funeral homes and 

cemeteries. Legacy Holdings anticipates that, consistent with its previous acquisitions, it will 

offer employment to almost all of the individuals currently employed at Mobile Memorial 

Gardens Funeral Home, on terms and at compensation roughly equivalent to existing particulars. 

Hiring existing employees will help ensure the continuity of the business, allowing Legacy 

Holdings to compete effectively in Mobile from the date of acquisition going 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. 

Legacy Holdings has sufficient operating expertise not only to ensure the 

continued competitiveness of the Divestiture Assets, but to enhance their ability to compete. As 

a result, Legacy Holdings expects to increase the competitiveness of this facility, as Legacy 

Holdings has done with other facilities it has acquired. 

PUBLIC VERSION 7
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. 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 that it has acquired in the past. 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 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 acquisition of the Divestiture Assets does not present any 

competitive concerns as the Divestiture Assets do not compete with Legacy Holdings’ current 

locations. Neither Legacy Holdings nor Mr. Soper own any death care business or assets in 

Alabama. 

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

that could result from the proposed 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 8
PUBLIC VERSION 

Conclusion 

For the foregoing reasons, Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to Legacy Funeral 

Holdings, Inc., 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, DC 20037 

Counsel for Respondents 

Dated: May 29,2014 

9 
PUBLIC VERSION 

CERTIFICATION OF SERVICE CORPORATION INTERNATIONAL 

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

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 of the United 

States of nca at the foregoing is true and correct. 

Business Development 

oration International 
PUBLIC VERSION 

CERTIFICATION OF LEGACY FUNERAL HOLDINGS, INC. 

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

Funeral Holdings, 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 America that the regoing is true and correct. 

Michael L. Soper 

President and Chief Executive Officer 

Legacy Funeral Holdings, Inc. 

11 
Confidential 

Exhibit A 

PUBLIC VERSION 12
Exhibit B 

PUBLIC VERSION 13
EXHIBIT B

LEGACY FUNERAL HOLDINGS

EXECUTIVE MANAGEMENT

MICHAEL L. SOPER - President & Chief Executive Officer 

1998–Present Legacy Funeral Holdings, Inc.

 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 

 

HARRY C. DREW, CMA, CFM – Senior Vice President & Chief Financial Officer

2008–Present Legacy Funeral Holdings, Inc.

Senior Vice President & Chief Financial Officer

 Controller 

2007-2008 Camden Property Trust 

Manager, Financial Reporting

2001-2007 Service Corporation International 

Director, Cemetery Financial Analysis

 Manager, Property & Merchandise Accounting 

Manager, Cemetery Analysis

1999-2001 Carriage Services

 Manager, SEC Reporting 

Manager, Cemetery & Funeral Compliance

1998-1999 C.R. Bard 

 Accounting Supervisor 

1995-1998 Equity Corporation International 

 Accounting Manager, Cemetery Division 

PUBLIC VERSION 14
 Acquisition Accountant, Cemetery Division 

1994-1995 Key Corp 

 401(k) Recordkeeping 

1990-1994 Goodyear Tire & Rubber Company 

Staff Accountant

1989 The Ohio State University, Bachelor of Science in Business 

Administration

2004 University of Houston, Master of Science in Accounting 

WILLIAM WIMBERLY – Senior Vice President, Operations

2006-Present Legacy Funeral Holdings, Inc.

 Senior Vice President, Operations 

 Regional Director, Louisiana & Mississippi

2000-2006 Service Corporation International 

 Market Manager, 48 locations 

 Mississippi, Louisiana, Alabama, Florida 

1995-1999 Settegast-Kopf, Company, Houston, Texas 

Funeral Director & Embalmer

1994-1995 LaFond Ardoin Funeral Homes, Opelousas, Louisiana 

Funeral Director & Embalmer

1992-1994 University of Southwestern Louisiana 

 Commonwealth Institute of Funeral Services 

License Funeral Director & Embalmer

1988-1992 United States Army – Infantry 

 Communications Sergeant 

SENIOR MANAGEMENT

JAMES STANLEY MORRISON – Regional Director

2005-Present Legacy Funeral Holdings, Inc.

 Regional Director, Texas Panhandle

Regional Director/Texas & New Mexico

PUBLIC VERSION 15
1999-2003 Service Corporation International 

East Texas Area Manager

1994-1998 Equity Corporation International 

East Texas Area Manager

 

1990-1994 Texas Panhandle Region, Equity Corporation international 

Manager/Funeral Director

1988-1990 Texas Panhandle Region, Service Corporation International 

 Manager/Funeral Director

1970-1988 Morrison Funeral Directors, Dumas, Stratford and Sunray, Texas 

 Owner/Funeral Director

1970 Commonwealth College of Sciences, Houston, Texas 

 Mortuary Science Degree

TODD NOECKER - Vice President

2009-Present Legacy Funeral Holdings, Inc.

 Regional Vice President

 Regional Manager, Las Vegas, Nevada

2001-2009 Alderwoods Group 

 Market Manager, California, Arizona, Nevada 

1999-2000 Service Corporation International, Arizona 

 General Manager

1988-1999 Noecker Funeral Home, Gillette, Wyoming

 Owner - Manager

1988 Dallas Institute of Mortuary Science

 Wyoming Law Enforcement Academy

 Coroner Certification

 Coroner County Deputy Coroner 

 

1986 University of Wyoming 

BILL VALLIE – Regional Manager

2006- Present Legacy Funeral Holdings, Inc.

 Regional Manager, West Texas and Eastern New Mexico

PUBLIC VERSION 16
 General Manager, Sunset Memorial Gardens and Funeral Home

1993-2006 Service Corporation International 

 Location Manager, Midland, Texas 

 Area Merchandising Coordinator for SCI West Texas Group 

 Area Manager for SCI West Texas Group 

 General Manager of SCI Amarillo, Texas locations

1977-1993 Ellis Funeral Home, Midland, Texas 

 Location Manager 

 Funeral Director/Embalmer

1976 Dallas Institute of Funeral Service

BRIAN NICHOLS – Regional Manager

2011-Present Legacy Funeral Holdings, Inc. 

 Regional Manager & PreNeed Funeral

1999-2011 Service Corporation International (SCI) 

 Quality Assurance Manager

 Location Sales

 Location Management 

 Regional Revenue Vice President

1997-1999 Equity Corporation International

 Director of Marketing

1988-1997 York Casket 

 Sales Representative

2013 Commonwealth Institute of Funeral Service 

1983-1998 Marian College, Bachelor of Science in Business Administration

STEPHEN BOUDREAUX

2012–Present Legacy Funeral Holdings, Inc. 

 Regional Manager, Louisiana and Mississippi 

2011-2012 Matthews International Funeral Home Products

 Funeral Service Consultant 

2000-2011 Delhomme Funeral Home, Lafayette, Louisiana 

PUBLIC VERSION 17
 Manager, Funeral Director, Embalmer

1998-2000 Martin & Castille Funeral Home, Lafayette, Louisiana

 Funeral Director, Embalmer

1997-2001 F.S. Prep, Company, Lafayette, Louisiana 

 Owner, Operator, Outside Sales Consultant 

1996-1998 Vincent Funeral Home

 Funeral Director, Embalmer

1996 The Champion Company, Springfield, Ohio 

 Outside Sales Consultant 

1993 Delgado Community College, Funeral Service Education Program 

STEPHEN E. BASSETT

2014 Legacy Funeral Holdings, Inc.

 Regional Manager and Director of Cemeteries

1991-2014 Service Corporation International 

 Director of Cemetery Development

 Director of Cemetery Quality Assurance & Compliance

 Market Director, San Antonio market 

1991 University of Oklahoma, Bachelor of Science. Environmental Design

ADVISORY BOARD MEMBERS

FRANK J. BANTLE, SR.

1989-Present York Casket & Matthews International 

 Consultant Former owner, Houston Casket Company and 

 York Southwest 

 Principal owner in the initial public offering of York Group 

1979-1988 Batesville Casket Company

Sales Representative

1963-1979 Orleans Manufacturing Company, New Orleans, Louisiana 

Casket Manufacturing & Distributing

PUBLIC VERSION 18
WILLIAM E. MERCER, CPA

2006 Retired

1989-2005 National Fiduciary Services, N.A. 

 Southwest Guaranty Trust Company, NA 

 Chairman of the Board and Chief Executive Officer

1970-1989 Service Corporation International 

 Executive Vice President, Chief Financial Officer 

 Member of Board of Directors 

1963-1970 Arthur Young & Company 

 Certified Public Accountant and Audit Manager 

B. KRIS SEALE, CPA

1985 - Present Funeral Directors Life Insurance Company

 President & CEO 

 Directors Investment Group

 Chairman of the Board 

1985 Baylor University, Bachelor of Business Administration 

 Accounting and Finance 

 Certified Public Accountant 

WESLEY BOIES

2007 – Present Managing Partner, RCC Investments, LLC 

2006 – Present Matthews International, Casket Division

 Vice President

1981 – 2006 Royal Casket Company, Inc., Oklahoma, Texas, New Mexico

 President

42983.000035 EMF_US 51034442v1

PUBLIC VERSION 19