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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 Wagemann Holdings, Inc. (“WHI”) of the Divestiture Business that includes 

the following facility: Lassila Funeral Chapel – Auburn, 551 Grass Valley Highway, 

Auburn, California 95603. This petition replaces a prior petition submitted by SCI to 

divest this facility to Heritage Oaks Memorial Group, Inc., and SCI hereby withdraws that 

petition. 

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

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

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

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pursuant to the Asset Sale Agreement dated August 22, 2014, by and among WHI and S.E. 

Funeral Homes of California, Inc., an affiliate of SCI (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 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 Respondents and WHI, 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 

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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. Other than 

securing landlord consent to transfer the lease to WHI, which is expected before closing, 

and Commission approval, there are no unsatisfied conditions precedent in the ASA other 

than those customarily satisfied at closing, so that SCI and WHI are in a position to close 

the divestiture within a few days of Commission approval. Prompt consummation will 

further the purposes of the Decision and Order and is in the interests of the public, WHI, 

and the Respondents, because it will allow WHI to move forward with its 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 WHI 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 

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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, on August 22, 2014, an affiliate of SCI entered 

into the ASA with WHI, which requires SCI to sell the Divestiture Assets to WHI. The 

executed ASA is attached hereto as Confidential Exhibit A. 

The ASA with WHI 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, WHI will acquire the Divestiture Assets. See ASA § 

1.1. 

Paragraph II.C.1 of the Decision and Order provides that Respondents may use 

the “Lassila” trade name for the funeral home located at 406 H Street, Lincoln, California 95648, 

if applicable, for a period of up to twelve (12) months after the Divestiture Date. The ASA 

provides that SCI may use the “Lassila” trade name in the operation of the business located at 

406 H Street, Lincoln, California 95648, for a period of up to twelve (12) months from the 

Closing Date. See ASA § 5.24. 

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

existing resources, enable WHI 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, 

 

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

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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 

 A. Background 

Douglas Wagemann, the Owner, President and CEO of WHI, has extensive 

experience in operating funeral homes, has the financial wherewithal to make this acquisition, 

and the acquisition of the businesses in question by WHI will ensure that the acquired business 

remains a strong and effective competitor in the Auburn, California, area. 

WHI was incorporated in 2013 by Douglas Wagemann to purchase Cochrane’s 

Chapel of the Roses funeral home in Roseville, California, from Carriage Services. Mr. 

Wagemann, a former employee of Carriage Services, purchased this then-underperforming 

business and improved its operations and returned it to its former status as “Family Owned - 

Community Focused.” The name of the business is now “Cochrane & Wagemann, Funeral 

Directors.” WHI also owns and operates the Cremation Society of Placer County in Rocklin, 

California, which it opened in 2014. 

Mr. Wagemann began his career in the funeral service profession in 1973. He 

has worked as an Area Manager for SCI, as a CFO and Compliance Officer for Hospice of the 

Valley, and most recently had held the position of Director of Support/Operation (Western 

Region) for Carriage Services, Inc. He graduated from the Mortuary Science Program at 

Cypress College in 1979, then went on to complete his B.S. Degree in Operations Management 

from Cal Poly, Pomona and M.B.A. from Cal State, San Bernardino. Mr. Wagemann has also 

earned the coveted Certified Cemetery, Funeral Executive (CCFE) and Certified Funeral Service 

Practitioner (CFSP) designations. 

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Over the years, Mr. Wagemann has dedicated his time and resources assisting on 

several international hospice strategic planning projects in Russia, Italy, India, and Canada as 

well as the United States. A lecturer and author, he is an adjunct professor in the Funeral Service 

Program at American River College (one of two Funeral Service Programs in California) where 

he can help influence the next generation of funeral service professionals. 

WHI actively markets the Cochrane & Wagemann facility and intends to extend 

these marketing efforts to the Divestiture Assets. One hallmark of WHI’s marketing efforts for 

the Wagemann & Cochrane facility is Mr. Wagemann’s featured monthly column “Consider the 

Journey” in the online editions of the Roseville Press-Tribune, Lincoln Messenger News, and the 

Placer Herald. Mr. Wagemann addresses questions from the community regarding end-of-life, 

funeral service, and other related topics. In addition, Mr. Wagemann believes deeply in giving 

back to the community. He is on the Board of Directors of Sutter Care at Home (A Sutter Health 

Affiliate) and the Eskaton Foundation, as well as the National Hospice Foundation, the 

Foundation for Hospices of Sub-Saharan Africa, and the Sacramento Choral Society & 

Orchestra. He is also an active member of the Roseville Rotary Club, the Downtown Roseville 

Merchants, Roseville Masonic Lodge #222 F&AM, the Lincoln, Rocklin, and Roseville 

Chambers of Commerce, and several business networking groups. This involvement with 

community members and service organizations allows him to develop one-on-one relationships 

and build trust and credibility in the community. 

Since acquiring Cochrane’s Chapel of the Roses, now Cochrane & Wagemann, 

Funeral Directors, WHI has grown the business from calls in 2013 to calls in 2014. 

Using annualized figures, the company has increased overall revenue from in 2013 to 

 in 2014. 

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More information about WHI, Douglas Wagemann, and Cochrane & Wagemann, 

Funeral Directors is available at http://www.cochranewagemann.com. 

 B. Financial Capability 

WHI seeks to acquire the Divestiture Assets for a purchase price of and 

intends to finance the purchase price with a loan from Live Oak Bank, the lender on WHI’s 

existing loan for the Cochrane & Wagemann, Funeral Directors business. Live Oak Bank is a 

specialty lender and is one of the largest SBA lenders in the United States. 

Live Oak has provided a loan proposal acceptable to Mr. Wagemann and the loan 

package has already moved into underwriting. 

 

 

 

 

 

 

 

 

 

 

 C. Operations Experience 

WHI, and its owner, Doug Wagemann, are experienced funeral home operators 

who are capable of operating the Divestiture Assets successfully. 

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As noted above, WHI has owned and operated Cochrane & Wagemann, Funeral 

Directors in Roseville, California, since 2013, and also owns and operates the Cremation Society 

of Placer County in Rocklin, California. Cochrane & Wagemann, Funeral Directors is a fullservice funeral and cremation services provider that benefits from a significant number of 

referrals from families previously served. WHI has engaged in a focused effort to grow preneed 

sales. These preneed sales efforts have resulted in a growing number of at-need calls and 

increased visibility in the Roseville community. WHI intends to apply this same strong preneed 

sales focus to the Divestiture Assets. 

WHI’s owner has extensive experience in operating funeral homes in addition to 

his experience with Cochrane & Wagemann, Funeral Directors. Mr. Wagemann is a licensed 

funeral director with forty-one years of experience in the profession. He will apply his wealth of 

knowledge and experience in this industry and in the greater Sacramento area to the successful 

integration and operation of the Divestiture Assets. 

 

 

 

 

 Thus, WHI has sufficient operating expertise to not only ensure the continued 

competitiveness of the Divestiture Assets, but to enhance it. 

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. Mr. Wagemann is an experienced funeral 

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home operator with a proven track record of successfully operating and enhancing the 

competitiveness of his existing business. WHI 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 services. Combining the Divestiture Assets with 

WHI’s 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. WHI currently 

does not own or operate any funeral homes in same geographic market (as alleged in the 

Commission’s complaint) as the Divestiture Assets. 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 

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. 

[Rest of page intentionally blank] 

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Conclusion 

For the fo regoing reasons, Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to WHI, as 

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

Respectfully subm itted, 

Amanda L. Wait 

Hunton & Williams LLP 

2200 Pennsylvania Ave NW 

Washington, D.C. 20037 

(202) 955-1502 

Counsel for Respondents 

Dated : August 25, 20 14 

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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 of the United 

States of rrca at the foregoing is true and correct. 

Business Development 

oration International 
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CERTIFICATION OF WAGEMANN HOLDINGS, INC. 

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

Wagemann Holdings, Inc., its subsidiaries, and its assets, are, to the best of my knowledge, 

true, correct, and complete. 

, I certify under penalty of perjury under the laws of the United 

foregoing is true and correct. 

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42983.000035 EMF _us S2058809v2 
Confidential 

Exhibit A 

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