In the Matter of 

UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

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PUBLIC VERSION 

Service Corporation International, 

a corporation, and 

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Docket No. C-4423 

File No. 13 I 0163 

Stewart Enterprises, Inc., 

a corporation 

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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) (20 12), 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 Claney 

Oatmeyer Semenyuk Inc. ("Cianey") 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 

Wagemann Holdings, 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 Claney pursuant to an 
PUBLIC VERSION 

Asset Sale Agreement by and among Claney and S.E. Funeral Homes of California, Inc., an 

affiliate of SCI (the "ASA"). 1 

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 Claney, 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 2.4l(f)(4) and 4.9(c) of the Commission's Rules of Practice and 

Procedure, 16 C.F.R. § 2.4l(f)(4) & 4.9(c) (2012), Respondents request that the non-public, 

confidential version of this petition and its attachments and the information contained 

In order to expedite the review of this petition, Respondents are filing this petition after entering into a Letter of 

Intent ("LOI'') with Claney. The parties to have a fully executed Asset Sale Agreement in the next tew 

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PUBLIC VERSION 

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.IO(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 I 976, as amended, 15 U .S.C. § I Sa(h). 

Respondent SCI desires to complete the proposed divestiture of the Divestiture 

Assets as soon as possible, following Commission approval thereof. SCI believes that 

conditions to closing in the ASA, other than Commission approval, will be satisfied prior 

to Commission approval, so that SCI and Claney will be able 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, Claney, and the Respondents 

because it will allow Claney 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 Claney pursuant to the abovereferenced ASA as soon as practicable after the close of the public comment period. 

weeks and will provide a copy of that ASA upon execution to Commission staff. 
PUBLIC VERSION 

I. The ASA Will Be 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 I 80 days of the date on 

which the Order is issued. 2 Pursuant to this requirement, SCI diligently has sought a buyer that 

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

great interest in the properties. On October 21,2014, an affiliate of SCI entered into a LOI with 

Claney, which requires SCI to sell the Divestiture Assets to Claney subject to a to-be-executed 

Asset Sale Agreement ("ASA"). The LOI is attached hereto as Confidential Exhibit A. 

The ASA will comply 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 and LOI, Claney will acquire the Divestiture Assets. See LOI. 

Paragraph II.C.l 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 will 

provide 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. 

* * * 

As demonstrated above and in the accompanying LOI, SCI will enter 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, the Respondents 

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PUBLIC VERSION 

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 

Claney has extensive experience in acquiring and operating funeral homes cemeteries, 

and crematories, has the financial wherewithal to make this acquisition, and the acquisition of the 

businesses in question by Claney will assure that those businesses remain strong and effective 

competitors in Auburn, California. 

Claney is 40%-owned and operated by Lorin Claney. Claney owns the combination 

facility consisting of Miller Funeral Home and Lakeside Memorial Lawn, located at 1201 Forrest 

Street, Folsom, California, 95630. Miller Funeral Home started in 1869, and the Claney family 

purchased it in 1962 from the third generation of Millers. Mr. Claney has owned and operated 

Miller Funeral Home since 1988. He graduated from Westmont College in Santa Barbara, 

California, with a degree in Business and Economics. He also graduated from Cypress College 

of Mortuary Science and currently has his Funeral Directors License, State and National 

Embalmer's License, Funeral Home Manager's License, Cemetery Manager's License, and an 

Insurance License to sell pre-need funeral insurance. Further, he has completed graduate work 

with Dallas Theological Seminary. Miller Funeral Home has a strong case volume and has 

increased over the past number of years to well over - per year. Lakeside Memorial 

Lawn was bought along with Miller Funeral Home in 1962 and has historic graves dating to 

1850. Lakeside has maintained consistent revenue over the past several years and is currently 

developing an additional mausoleum, pre-buried ground property, private estates, niche columns, 

ossuaries, and cremation gardens. 

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PUBLIC VERSION 

In 20 I 0, Mr. Claney formed Claney and included some valuable employees as owners 

and acquired Lakeside Colonial Chapel in 20 I 0 and Chapel of the Twin Cities in 2011. Both 

funeral home buildings have been completely renovated and have installed crematoriums in both 

locations to better serve those local areas. 

Claney currently has 14 employees operating among the three facilities. Between 

these business, Claney performs approximately - and has a combined revenue of 

approximately- annually. Claney currently does not compete with the Divestiture 

Assets due to lack of proximity and physical separation by towns and communities. Claney is 

confident that it can grow the Divestiture Assets, which are conveniently located between 

Claney's existing businesses. 

B. Financial Capability 

Claney currently intends to pay for the Divestiture Assets 

C. Operations Experience 

Mr. Claney's partners in Claney are Derrick Oatmeyer, Andrey Semenyuk, and Igor 

Semenyuk. Messrs. Oatmeyer and Semenyuk collectively have over 30 years of experience in 

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PUBLIC VERSION 

the death care industry, two hold funeral director licenses in California, and one is a licensed 

embalmer and crematory manager. 

Claney currently shares personnel, vehicles, and equipment among its present locations. 

Such operational interdependence has been effective and has allowed Claney to grow each 

location. Given that the Lassila Funeral Chapel is located between two of Claney's existing 

facilities, on a route frequently driven by Claney employees for business purposes, Claney 

expects to expand the operational interdependence to the new facility. 

For many years, Claney has had an active pre-need presence at Miller Funeral Home and 

Lakeside Memorial Lawn, and it has had an active pre-need program at its other locations since 

their acquisitions in 2010 and 2011. Claney intends to grow the pre-need business upon its 

acquisition of the Divestiture Assets. 

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 to Claney will achieve the purposes of 

the Decision and Order. Claney is an experienced operator of funeral homes, cemeteries, and 

crematories with a proven track record of successfully operating and enhancing the funeral 

homes and crematories that it has acquired in the past. Claney enjoys a strong financial position 

with the additional backing of Miller Funeral Home Inc. and Lakeside Memorial Lawn Inc. 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 Claney'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. Claney does not currently 

compete in any market, as defined in the Commission's Complaint, in which the Divestiture 

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PUBLIC VERSION 

Assets operate. Consequently, there is no overlap between the operations of Claney and the 

Divestiture Assets, proposed does not any competitive issue. 

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

could result from the Acquisition. The divestiture to Claney 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. 

Conclusion 

For the foregoing reasons, the Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to Claney 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 

(202) 955-1502 

Counsel for Respondents 

Dated: October 2014 

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I certify under penalty of perjury under the 

is true and correct 

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PUBLIC VERSION 

to 

knowledge, 

of United 
PUBLIC VERSION 

CERTIFICATION OF CLANEY OATMEYER SEMENYUK INC. 

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

Oatmeyer Semenyuk 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 fore oing is true and correct. 

Lorin Claney 

7f.et:tt~t1Yr!' r 

Claney Oatmeyer Semenyuk Inc. 

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Confidential 

Exhibit A 

PUBLIC VERSION