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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”),1

 Respondent 

Service Corporation International (“SCI”) hereby petitions the Commission to approve the 

divestiture to Edward Sagel Funeral Direction, Inc. (“Sagel”) of the Divestiture Businesses 

that include the following facility: Edward Sagel Funeral Direction, Inc., 1091 Rockville 

Pike, Rockville, Maryland 20852. 

Subject to the Commission’s approval of this Petition, Sagel will acquire 

Edward Sagel Funeral Direction, Inc. (which owns the assets of the Divestiture Business 

associated with the Edward Sagel Funeral Direction facility as defined in the Decision and 

Order, and hereinafter collectively referred to as the “Divestiture Assets”), and DanzanskyGoldberg Memorial Chapels, Inc. (which owns the assets of the Danzansky-Goldberg 

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 Unless otherwise defined herein, capitalized terms shall take on the same meaning as they have in the 

Decision and Order. 

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Memorial Chapel facility located at 1170 Rockville Pike, Rockville, MD 20852) pursuant 

to the Stock Sale Agreement dated February 28, 2014, by and among Sagel and SCI (the 

“SSA”). The executed SSA is attached hereto as Confidential Exhibit A. 

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 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 the Respondents and Sagel, cause harm to 

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

to comply with their obligations under the Consent Agreement—the 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), the Respondents request 

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that the 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) 

(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, including extension of leases to occupy the Sagel location, so that 

SCI and Sagel 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, Sagel, and the Respondents, because it will allow Sagel 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 Sagel pursuant to the above-referenced SSA as soon as practicable after the close of the 

public comment period. 

 

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I. The SSA Is Final and Consistent with the Decision and Order’s Terms 

The SSA complies with the requirements of Paragraph II of the Decision and 

Order. In particular, Paragraph II.A.1 requires that the Respondents divest the Divestiture 

Assets, absolutely and in good faith. Pursuant to the SSA, Sagel will acquire the Divestiture 

Assets. See SSA § 1.1. 

Paragraph II.A.2 of the Decision and Order requires Respondent to 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. Sagel has all the 

intellectual property it needs to operate the Divesture Assets in substantially the same manner as 

Respondents. 

Sagel has acknowledged that, in light of his position as manager of the Divestiture 

Assets, he has intimate and in-depth knowledge of the Divestiture Assets and its operations. See 

SSA § 4.4. 

* * * 

As demonstrated above and in the accompanying SSA, 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 

 A. Background 

Sagel has extensive funeral home operations experience, has the financial 

wherewithal to make this acquisition, and the acquisition of the Divestiture Assets by Sagel will 

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ensure that the Edward Sagel Funeral Direction, Inc. business remains a strong and effective 

competitor in Rockville, Maryland.

Edward Sagel, founder of Edward Sagel Funeral Direction, Inc., is a firstgeneration funeral director. He built his brand with the recognition that funeral services could be 

held in many different venues, giving families both more flexibility and better value. Mr. Sagel 

started his funeral home in 1994 and owned and operated it until 1996. In 1996, he sold the 

funeral home to SCI but continued to operate the facility. 

Mr. Sagel has been involved in the death care industry and has catered to the 

Jewish community in the Washington, D.C./Maryland suburbs area for 23 years, serving 

thousands of families. Sagel is also a member of The Jewish Funeral Directors of America. Mr. 

Sagel’s reputation is well known throughout the profession and especially well regarded by 

Jewish funeral directors throughout North America. Mr. Sagel does not currently operate any 

competitive assets in the Washington, D.C./Maryland suburbs area. 

 B. Financial Capability 

Mr. Sagel has the financial capability to acquire and profitably operate the 

Divestiture Assets. He has obtained a Small Business Association loan via Live Oak Bank for 

 and, through personal resources, has raised to cover the total purchase 

price, closing costs, and initial working capital. 

 C. Operations Experience 

Mr. Sagel has sufficient operating expertise to not only ensure the continued 

competitiveness of the Divestiture Assets, but to enhance it. He has operated the Sagel business 

for over 18 years. He has ample experience as demonstrated by SCI’s continued employment. 

In addition, he intends to retain Albert Bloomfield to assist in the operation of the Divestiture 

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Assets. Mr. Bloomfield is a 42-year old funeral director who ran the largest Jewish businesses in 

his North Jersey community, with two locations, for the past 15 years. Mr. Bloomfield has been 

a manager for SCI for more than 15 years. Both Mr. Bloomfield and Mr. Sagel have been 

trained by SCI as managers and are well-equipped to operate the Divestiture Assets. 

All current employees at the Divestiture Assets (as of the date of the closing) will 

continue to be employed. Sagel will provide benefits equal to the current benefits and 

compensation equal to the current compensation. 

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 SSA, will 

achieve the purposes of the Decision and Order. Sagel is an experienced funeral home operator, 

with a proven track record of successful operation, including of the facility he now seeks to 

acquire. Sagel enjoys a strong financial position that will enable it to complete this acquisition, 

continue the operation of the Divestiture Assets and enhance their competitiveness. Combining 

the Divestiture Assets with Sagel’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. Sagel once owned 

the Divestiture Assets and currently operates them. Mr. Sagel owns no other competitive assets 

in the Washington, D.C./Maryland suburbs area. Consequently, there is no competitive overlap 

between the operations of Sagel 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 SSA will achieve the Commission’s stated purposes 

of ensuring the continued use of the Divestiture Assets in the same business in which they were 

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CONFIDENTIAL 

EXHIBIT A 

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