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. 1310163 

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 Legacy Funeral Holdings, Inc., Legacy Funeral Holdings of Florida, LLC, 

and Legacy Funeral Holdings of Mississippi, LLC ("Legacy Holdings") of the Divestiture 

Businesses that include the following facilities: 

Divestiture Asset Address City State 

Carey-Hand Cox Parker Funeral Home 1350 W. Fairbanks Ave. Winter Park FL 

Colonial Chapel/Carey Hand 2811 East Cuny Ford Rd. Orlando FL 

Collison Carey Hand Funeral Home 1148 East Plant St. Winter Garden FL 

Highland Mem01y Gardens 3329 East Semoran Blvd. Apopka FL 

Orlando Memorial Gardens 5264 Ingram Rd. Apopka FL 

Wright & Ferguson Flmeral Home 106 Cynthia St. Clinton MS 

Wright & Ferguson Flmeral Home 201 Hinds Blvd. Raymond MS 
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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 Legacy Holdings pursuant to the Asset Sale Agreement dated March 4, 

2014, by and among Legacy Funeral Holdings of Florida, LLC, Legacy Funeral Holdings 

of Mississippi, LLC, and Alderwoods (Mississippi), Inc., SCI Funeral Services of Florida, 

Inc., and S.E. Cemeteries of Florida, LLC (the “ASA”).

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 Consent 

Agreement is presently before 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 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 
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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 version, confidential 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) 

(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, individual 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 
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to Legacy Holdings 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 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 has diligently sought a buyer that 

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

great interest in the properties. As noted above, on March 4, 2014, SCI entered into the ASA 

with Legacy Holdings, which requires SCI to sell the Divestiture Assets to Legacy Holdings. 

The executed ASA is attached hereto as Confidential Exhibit A. 

The ASA with Legacy Holdings complies with the requirements of Paragraph II 

of the Decision and Order: 

A. 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. 

B. Paragraph II.B.7 requires that Respondents divest a group of funeral 

homes and cemeteries in Orlando, Florida, to no more than one Acquirer. The Orlando group 

consists of the following assets: (i) Carey-Hand Cox Parker Funeral Home, 1350 West 

Fairbanks Avenue, Winter Park, Florida 32789; (ii) Colonial Chapel/Carey Hand, 2811 East 

Curry Ford Road, Orlando, Florida 32806; (iii) Collison Carey Hand Funeral Home, 1148 East 

Plant Street, Winter Garden, FL 34787; (iv) Orlando Memorial Gardens, 5264 Ingram Road, 

Apopka, Florida 32703; and (v) Highland Memory Gardens, 3329 East Semoran Boulevard, 

 1

 The Commission has not yet issued the Order as final. 
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Apopka, Florida 32703. The ASA contemplates that Legacy Holdings will acquire all five of 

these assets, satisfying this requirement. See ASA § 1.1.

C. Paragraph II.B.10 requires that Respondents divest a group of two funeral 

homes in Mississippi to no more than one Acquirer. The Mississippi group consists of the 

following assets: (i) Wright & Ferguson Funeral Home – Clinton, 106 Cynthia Street, Clinton, 

Mississippi 39056 and (ii) Wright & Ferguson Funeral Home – Raymond, 201 Hinds Boulevard, 

Raymond, Mississippi 39154. The ASA contemplates that Legacy Holdings will acquire both 

of these assets, satisfying this requirement. See ASA § 1.1.

Legacy Holdings has acknowledged that the Divestiture Assets, together with 

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

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 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

 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 five states. Legacy Holdings is qualified and capable to own and operate the 

Divestiture Businesses as strong and effective competitors, as the Commission recognized in 
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approving required divestitures by SCI of 16 properties to Legacy Holdings on two 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. 

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

Divestiture Businesses in Clinton, Mississippi; Raymond, Mississippi; and Florida will remain 

strong and effective competitors. 

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. 
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 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 all of the properties. 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 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 pre-need funeral products to the 

public. FDLIC has committed to provide all of the financing required to complete Legacy 

Holdings’ contemplated acquisition of funeral homes and cemeteries from SCI through longterm mortgage loans. Legacy Holdings has already invested over $250,000 in due diligence 

toward this transaction. 

 C. Operations Experience 

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

Orlando, Florida, area and Clinton and Raymond, Mississippi, 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 the Divestiture Assets, 

on terms and at compensation roughly equivalent to existing particulars. Hiring existing 
PUBLIC VERSION 

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employees will help ensure the continuity of the business, allowing Legacy Holdings to compete 

effectively in each market 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 these facilities, as Legacy 

Holdings has done with other facilities it has acquired. 

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 within 100 miles 

of any of the Divestiture Assets. In sum, the proposed divestiture will remedy any alleged 

anticompetitive effects that could result from the proposed acquisition. The ASA will achieve 
PUBLIC VERSION 

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. 

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 2003 7 

(202) 955-1502 

Counsel for Respondents 

Dated: March 6, 2014 

9 
PUBLIC VERSION 

CERTIFICATION OF SERVICE CORPORATION rNTERNATIONAL 

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 of the United 

States of erica at the foregoing is true and correct. 

10 
PUBLIC VERSION 

CERTIFICATION OF LEGACY 17UNERAL IIOLDINGS. INC .. 

LEGACY FUNERAL IIOLDINGS OF FLORIDA. LLC. AND 

LEGACY FUNERAL HOLDINGS OF MISSISSIPPI. LLC 

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

Legacy Fu neral lloldi ngs, Inc., their b~ diaries, and their assets, are, to the best of my 

knowledgt:, true, correct, and complete. 

Pursuant to 28 U.S.C. § 1746, I certify under penalty ofpe1jury under the laws of the United 

States of America that the fl regoing is true and correct. 

Q/JJ;J ~ Michael L. Soper 

President and Chief Executive Officer 

Legacy Funerallloldings, Inc., Legacy Funcral lloldings of Florida, LLC, and Legacy 

Funeral Holdings of Mi s~ ppi , LLC 

II 
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CONFIDENTIAL 

EXHIBIT A 
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EXHIBIT B 
PUBLIC VERSION 

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 

 Acquisition Accountant, Cemetery Division 

1994-1995 Key Corp 
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 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 WIMBERLEY – 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 

1999-2003 Service Corporation International 

 East Texas Area Manager 

1994-1998 Equity Corporation International 

 East Texas Area Manager 
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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 

 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 
PUBLIC VERSION 

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 

 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 
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 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 

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 
PUBLIC VERSION 

 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 49241847v9