ORIGINAL PUBLIC VERSION 

UNITED STATES OF .A,.\fi:RICA 

BEFORE FEDERAL TRADE COMMISSION 

In the Matter of 

Service Corporation International, 

a corporation, and 

Stewart Enterprises, Inc., 

a corporation 

) 

) 

) 

) 

) 

) 

) 

----------------------------~) 

Docket No. C-4423 

File No. 131 0163 

PETITION FOR APPROVAL OF PROPOSED DIVESTITURE 

Pursuant to Section 2.41 (t) 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 tbis matter ("Decision and Order"), Respondent Service Corporation 

International ("SCr') hereby petitions the Commission to approve the divestiture to 

Parkwood Memorial Association, Inc. (the "Acquirer") of the Divestiture Business that 

includes Parkwood Cemetery, 3310 Taylor Avenue, Baltimore, Maryland 21234. As 

explained in detail below, the Acquirer is owned in equal part by Guy N. Saxton and John L. 

Yeatman. 

Subject to the Commission's 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 to the Acquirer pursuant to 

the Asset Sale Agreement dated June 6, 2014, by and among the Acquirer and S.E. MidAtlantic, Inc. (the "ASA"). 
PUBLIC VERSION 

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 vioJate 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 the Respondents and Acquirer, 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. § 2.41(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 

be accorded such confidential treatment under 5 U.S.C. § 552 and Section 4.1 O(a)(2) of the 

Commission's Rules of Practice and Procedure, 16 C.F.R. § 4.IO(a)(2) (2012). The 
PUBLIC VERSION 

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, such that SCI and Acquirer are in a position to close the divestitures 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, the Acquirer, and the Respondents, because it 

will allow the Acquirer to move forward with their 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 (t)(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 the Acquirer pursuant to the abovereferenced 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 

which the Order is issued. 1 Pursuant to thjs requirement, SCI diligently has sought buyers that 

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

l The Commission issued the Order as final on April29, 2014. 
PUBLIC VERSION 

great interest in the properties. As noted above, on June 6, 2014, SCI entered into the ASA with 

the Acquirer, which requires SCI to sell the Divestiture Assets to the Acquirer. The executed 

ASA is attached hereto as Confidential Exhibit A. 

The ASA with the Acquirer complies with the requirements of Paragraph II of the 

Decision and Order. 

Paragraph Il.A requires that Respondents divest the Divestiture Assets, absolutely and in 

good faith. Pursuant to the ASA, the Acquirer will acquire the Divestiture Assets. See ASA § 

1.1. 

Paragraph II.A.2 of the Decision and Order requires Respondents 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. Along with the Acquirer' s current 

assets, Ac.quirer will have all the intellectual property it needs to operate the Divestiture Assets in 

substantially the same manner as Respondents. 

Acquirer has acknowledged that the Divestiture Assets, together with the Acquirer's 

existing resources, enable the Acquirer to operate the Divestiture Assets 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 divestiture pursuant to 

Paragraph II.A ofthe Decision and Order. 
PUBLIC VERSION 

II. The Prospective Acquirer Will Be a Strong and Effective Competitor 

A. Background 

The Commission is familiar with the owners of the Acquirer, having approved companies 

owned solely by them as divestiture buyers on a prior occasion. Guy N. Saxton ("Saxton") and 

John L. Yeatman ("Yeatman"), being the sole shareholders, formed the Acquirer for the purpose 

of purchasing the assets subject to the ASA. Saxton and Yeatman own equal shares of the 

Acquirer, which is similar in corporate structure to other entities they created in order to 

purchase divestiture assets of SCI-notably the assets of O'Hair & Riggs Funeral Services, Inc. 

and Ivers & Alcorn Merced Funeral Services, Inc.-and which the Commission approved as 

divestiture buyers in relation to SCI's acquisition of Alderwoods in 2007.2 

Yeatman & Associates, Inc., a Sax.ton!Yeatman company, purchased its first property in 

June 2001 with the acquisition of a cemetery in California from The Loewen Group (the 

predecessor of Alderwoods). Over the last 13 years, Saxton and Yeatman have continued to 

grow their operations through several acquisitions. Companies controlled by Saxton and/or 

Yeatman currently own and/or operate 21 cemeteries, 10 funeral homes, and four crematories, 

with locations in California, lllinois, Louisiana, Maryland, New York, Oregon, and Texas. In 

addition, Messrs. Saxton and Yeatman each individually own a cemetery in Pennsylvania. 

Together, these facilities provided approximately 7,100 calls or interments each year. Saxton 

and Yeatman also seek to acquire additional assets from SCI, which are not the subject of this 

petition. The present acquisition by the Acquirer is consistent with Saxton and Yeatman's focus 

on facilities that they believe can be operated profitably. 

2 See Press Release, Commission Approves Petition to Reopen and Modify Order in Matter of Duke Energy, et al.; 

FTC Approves Petitions for Proposed Divestitures in Matter of SC1/Alderwoods (Sept. 28, 2007), 

http:/iwww.ftc.gov/news-events/press-releases/2007/09/commission-approves-petition-reopen-and-modify-<>rdermatter-duke. 
PUBLIC VERSION 

As the Commission bas previously recognized in approving companies operated by 

Saxton and Yeatman as divestiture buyers, Saxton and Yeatman have extensive experience in 

acquiring and operating funeral homes and cemeteries, have the financial wherewithal to make 

this acquisition, and the acquisition of the Divestiture Assets by the Acquirer will ensure that this 

business remains a strong and effective competitor in Baltimore, Maryland. 

B. Financial Capability 

Saxton and Yeatman are experienced in obtaining funding for transactions, as evidenced 

by the fact that they have acquired all of their death care facilities through acquisitions. The 

Acquirer will fund the purchase of the Divestiture Assets 

C. Operations Experience 

Mr. Yeatman will serve as President of the Acquirer. He currently serves as Vice 

President of the Maryland Cemetery, Funeral, and Cremation Association and Treasurer of the 

Pennsylvania Cemetery, Cremation. and Funeral Association. 

Mr. Saxton will serve as Vice-President of the Acquirer. Mr. Saxton has also served as 

President of the Pennsylvania Cemetery, Cremation, and Funeral Association for a two year term 

over 2007-2008. 

Saxton and Yeatman have a proven record of successful acquisition of funeral homes and 

cemeteries. Since their acquisition, each facility acquired by a Saxton!Y eatman company has 

experienced improved performance, and each has been profitable under the leadership of Saxton 

and Yeatman. Saxton and Yeatman have formed corporations to acquire the majority of their 

various business locations over the past 15 years. In substantially every case they have used the 
PUBLIC VERSION 

balance of the calendar year in which each location was acquired to hire and/or train a sufficient 

and appropriate management, sales and maintenance staff and to put their business model into 

effect. Historically, in the first full calendar year foHowing the year of acquisition each location 

has generally experienced an increase in both gross receipts as well as net profitability. Saxton 

and Yeatman attribute this success to the development of location-specific incentives to motivate 

managers and focusing them on providing enhanced services to families, growing the businesses, 

and operating within budgets. 

The Acquirer plans to grow the Divestiture Assets, not just maintain the status quo. The 

Acquirer expects to continue to implement strategies to attract families to the Divestiture Assets, 

including by marketing and improving public awareness of the facilities and by providing 

personalized services to ensure positive recommendations from the families they serve. The 

Acquirer believes these initial measures along with Saxton and Yeatman's operating expertise 

will not only ensure the continued competitiveness of the Divestiture Assets, but will enhance it. 

As noted above, the Commission recognized the wherewithal of Saxton and Yeatman in the 

death care industry in its approval of certain divestitures in relation to SCI's acquisition of 

A lderwoods in 2007. 

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. Saxton and Yeatman are experienced operators of 
PUBLIC 'VERSION 

funeral homes and cemeteries, with a proven track record of successfully operating and 

enhancing the funeral homes and cemeteries that their companies have acquired in the past. The 

Acquirer enjoys a strong fmancial position that will enable it to complete this acquisition, 

continue the operation of the Divestiture Assets, and enhance their competitiveness in the death 

care industry. Combining the Divestiture Assets with Saxton and Yeatman's experience and 

financial wher;ewithal 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 competitive concerns 

because the Divestiture Assets do not directly compete with Saxton and/or Yeatman companies' 

current locations. Saxton/Y eatman companies' only property in the greater Baltimore, 

Maryland, area is Woodlawn Cemetery, 2130 Woodlawn Drive, Baltimore, Maryland 21207. 

Woodlawn serves a predominantly African-American clientele and is located on the opposite 

side of Baltimore from the to-be-acquired Parkwood Cemetery. Thus, Saxton/Yeatman 

companies do not currently compete with the Divestiture Assets for cemetery services, as defined 

in the Commission's Complaint, in Baltimore, Maryland. 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 jn 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. 
Pu"'BUC VERSION 

ConcJusion 

For the foregoing reasons, the Respondenls respectfully request that the 

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

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

Respectfully submitted! 

~t wj Amanda L. Wait 

Hunton & Williams LLP 

2200 .Pennsylvania A vc, l\'W 

Washington, D.C. 20037 

Counsel for Respondents 

Dated: June IO. 2014 

9 
PUBLIC VERSION 

The facts ~d Information related in the foregoing Petition, insofar (ls they pertain to Se.rvic.e 

Cotporation lntern~tional, .it:;, ~iJbsidiad~~ a,nd 'its ~s!!iets. are. to the b¢~t ofmy knowle~ge, 

true::. correct, and: complere:. ····· 

10 
PUBLIC VERSION 

CERTlFICATlON OF THE ACQUIRER 

The facts and inf.onnation related in the foregoiQ.g. Petition, inso{~ &S they pertain to ihe 

Acquirer, its subsidiaries, and its ~sets, are, to the best. of my knowiedgt:, true, corre~t, and 

complete. · 

Pursuant to 28 U.S.C, '§ 174Q, f certify under penalty of perjury undeF the laws of the· United 

States of America that the foregoing is true and corre~t. 

11 

4-l98l.0090JS EMF~ US jl20239S.v3 
Confidential 

Exhibit A 

PUBLIC VERSION