UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

PUBLIC VERSION 

In the Matter of ) 

) 

Service Corporation International, 

a corporation, and 

Stewart Enterprises, Inc., 

a corporation 

) 

) 

) 

) 

) 

) 

Docket No. C-4423 

FileNo. 1310163 

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PETITION FOR APPROVAL OF DIVESTITURE BUYER 

Pursuant to Section 2.41(f) of the Federal Trade Commission 

("Commission") Rules of Practice and Procedure, 16 C.P.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 Guerra & Gutierrez, LLC, and Guerra & Gutierrez Enterprises, Inc. 

(collectively with affiliated companies "Guerra & Gutierrez") of the Divestiture Business 

associated with the following facilities: JT Oswald Mortuary, 1001 N. Maclay Ave., San 

Fernando, CA 91340; Custer Christiansen Mortuary, 124 S. Citrus Ave., Covina, CA 

91723; and Luyben Family Dilday-Mottell Mortuary, 5161 E. Arbor Road, Long Beach, 

CA. 

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 Guerra & Gutierrez pursuant to the Asset Sale Agreement dated July 28, 
PUBLIC VERSION 

2014, by and among Guerra & Gutierrez and SCI California Funeral Services, Inc. and 

Alderwoods Group (California), Inc. (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 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 final order in this matter on April29, 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 Guerra & Gutierrez, 

cause harm to the ongoing competitiveness of the Divestiture Assets, and impair 

Respondents' ability to comply with their obligations under the Consent AgreementRespondents 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 

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PUBLIC VERSION 

confidential version of this petition should be accorded such confidential treatment under 5 

U.S.C. § 552 and Section 4.10(a)(2) ofthe Commission's Rules of Practice and Procedure, 

16 C.F.R. § 4.1 O(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-ScottRodino 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 have already been satisfied so that SCI and 

Guerra & Gutierrez 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, Guerra & Gutierrez, and the Respondents, because it will 

allow Guerra & Gutierrez 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(£)(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 Guerra & Gutierrez 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 

The ASA with Guerra & Gutierrez complies with the requirements of Paragraph 

II ofthe Decision and Order: 

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PUBLIC VERSION 

Paragraph Il.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 this requirement, SCI has diligently 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 July 28, 2014, affiliates of SCI entered into 

the ASA with Guerra & Gutierrez, which requires SCI to sell the Divestiture Assets to Guerra & 

Gutierrez. The executed ASA is attached hereto as Confidential Exhibit A. 

Paragraph II.A.l requires that the Respondents divest the Divestiture Assets, 

absolutely and in good faith. Pursuant to the ASA, Guerra & Gutierrez will acquire the 

Divestiture Assets. See ASA § 1.1. 

Paragraph ILB requires that Respondents divest the funeral homes in Los 

Angeles, California, to no more than one Acquirer. These facilities are: (i) Lubyen Family 

Dilday-Motell Mortuary, 5161 Arbor Road, Long Beach, California 90808; (ii) Funeraria Del 

Angel JT Oswald, 1001 North Maclay, San Fernando, California 91340; and (iii) Custer 

Christiansen Mortuary- Covina, 124 S. Citrus Avenue, Covina, California 91723. The ASA 

contemplates that Guerra & Gutierrez will acquire all of these facilities, satisfying this 

requirement. See ASA § 1.1. 

Guerra & Gutierrez has acknowledged that the Divestiture Assets, together with 

Guerra & Gutierrez' existing resources, enable Guerra & Gutierrez to operate the Divestiture 

Businesses as ongoing entities and that no other assets are needed from SCI to do so. See ASA § 

4.4. 

* * 

1 The Commission issued the Order on April29, 2014. 

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PUBLIC VERSION 

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 

A. Background 

Guerra & Gutierrez has many years of experience in acquiring and operating 

funeral homes, has the financial wherewithal to make this acquisition, and the acquisition of the 

businesses in question by Guerra & Gutierrez will assure that those businesses remain strong 

and effective competitors. 

Guerra & Gutierrez Enterprises, Inc. is a privately-held business owned by Mr. 

Guerra and Mr. Gutierrez as the sole shareholders. Mr. Guerra and Mr. Gutierrez are the sole 

members of Guerra & Gutierrez, LLC. Mr. Guerra acquired his first mortuary in the Florence 

area of Southeast Los Angeles in 1962. Mr. Gutierrez had experience at the family owned 

mortuary started by his parents in 1945 in the Chinatown district of Los Angeles. Mr. Guerra 

and Mr. Gutierrez founded Guerra & Gutierrez Mortuary in 1969, when they merged their 

mortuaries and purchased their first mortuary together in East Los Angeles. 

Over the past 45 years, Guerra & Gutierrez has grown both organically and 

through acquisition. Guerra & Gutierrez currently owns and operates three funeral homes 

located at the following addresses: 6338 Greenleaf Ave., Whittier, CA 90601; 5800 East Beverly 

Blvd., Los Angeles, CA 90022; and 5245 East Pomona Blvd., Los Angeles, CA 9022. In 2013, 

these three facilities performed 1,038 calls. The three existing Guerra & Gutierrez funeral homes 

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PUBLIC VERSION 

currently employ 28 full time and 10 part time employees and expect to serve over 1,050 calls in 

2014. 

The Guerra & Gutierrez corporate structure is designed so that each business can 

operate both independently and with strong inter-dependence that allows for flexibility with its 

operational resources, branding, and economics of scale relative to cost of goods sold, 

preparation, storage, and other expenses. 

Guerra & Gutierrez enjoys a strong reputation in the community and the death 

care industry. Mr. Guerra is a past board member of the National Funeral Directors Association 

(NFDA) and the Los Angeles County Funeral Directors Association ("LACFDA"). Mr. 

Gutierrez is Commissioner and past president and board member of the California Funeral 

Directors Association ("CFDA"). 

B. Financial Capability 

Guerra & Gutierrez has a strong documented history of successfully operating 

businesses of similar sizes. 

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PUBLIC VERSION 

C. Operations Experience 

Guerra & Gutierrez has sufficient operating expertise to not only ensure the 

continued competiveness of the Divestiture Assets being acquired, but also to enhance them. 

Co-founder, Carlos Guerra, was first employed in the funeral service industry while still in high 

school. By 1961, he had purchased his first mortuary and has been in the funeral industry as an 

owner/operator for the past 53 years. As a teenager, Carlos Guerra's partner, Richard Gutierrez, 

started working in his parents' funeral home. He has been a co-owner and operator of funeral 

establishments continuously since partnering with Carlos Guerra in 1969. In addition to being a 

licensed funeral director, Richard Gutierrez is also an attorney. Carlos Guerra's son, Anthony 

Guerra, is a licensed funeral director with over 30 years of experience in the industry. He started 

working at Guerra & Gutierrez while still in high school and joined full time upon completion 

of college. He currently serves as vice president of Guerra & Gutierrez. 

Guerra & Gutierrez has sufficient operating expertise to not only ensure the 

continued competitiveness of the Divestiture Assets, but to enhance it. Guerra & Gutierrez plans 

to implement its highly successful preneed program at all three Divestiture Asset locations, 

which will significantly enhance their business and provide for future income. Additionally, 

Guerra & Gutierrez has a strategic partnership "preferred provider" relationship with Forest 

Lawn Memorial Park. This relationship enables Guerra & Gutierrez to operate as a "virtual 

combo" facility. Guerra & Gutierrez is currently in the process of obtaining a cemetery broker 

license, which will allow Guerra & Gutierrez to provide its customers the added convenience of 

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PUBLIC VERSION 

obtaining cemetery and columbarium plots at Forest Lawn concurrently with their funeral 

services purchases. 

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 ofthe Decision and Order. Guerra & Gutierrez is an experienced operator 

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

homes that it has acquired in the past. 

Guerra & Gutierrez 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 death care industry. Combining the Divestiture Assets with Guerra & 

Gutierrez'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. 2 Guerra & 

Gutierrez does not currently compete in either Long Beach or San Fernando Valley, as defined 

in the Commission's Complaint, where two ofthe Divestiture Assets operate. Although Guerra 

& Gutierrez operates in the third area defined by the Complaint, East Los Angeles County, 

the closest Guerra & Gutierrez funeral home is located in a different part of town 

(Whittier) than the Custer Christensen facility (Covina). Moreover, the Guerra & Gutierrez 

facility in Whittier is an over 16-mile drive from the closest Divestiture Asset and does not 

compete directly with it given the plethora of competing funeral homes in the densely2 The Commission's Complaint defined the relevant market as Catholic funeral services in East Los Angeles 

County, Los Angeles (Long Beach), and Los Angeles (San Fernando Valley). See Complaint~ 14 (3-5). 

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PUBLIC VERSION 

populated East Los Angeles County area. 3 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. 

Conclusion 

For the foregoing reasons, Respondents respectfully request that the 

Commission approve the proposed divestiture of the Divestiture Assets to Guerra & 

Gutierrez, 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, D.C. 20037 

Counsel for Respondents 

Dated: July31,2014 

3 According to MapPoint 2011, Guerra & Gutierrez, 6338 Greenleaf Ave., Whittier, CA 90601 is a 16.2 mile drive 

from Custer Christensen. Guerra & Gutierrez is located in Whittier; Custer Christensen is located in Covina. 

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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 lJ .S.C. § 1746, I certify under penalty of perjury under the laws of the United 

States of nca at the foregoing is true and correct. 

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PUBLIC VERSION

CERTIFICATION OF GUERRA & GUTIERREZ, LLC, 

AND GUERRA & GUTIERREZ ENTERPRISES, INC. 

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

& Gutierrez, LLC, and Guerra & Gutierrez Enterprises, 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 of perjury under the laws of the United 

States of America that the foregoing is true and correct. 

11 

42983.000035 EMF_US 51617324v6 
Confidential 

Exhibit A 

PUBLIC VERSION