[Federal Register Volume 60, Number 46 (Thursday, March 9, 1995)]
[Notices]
[Pages 12955-12960]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-5792]



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FEDERAL TRADE COMMISSION
[File No. 951 0012]

Service Corporation International; Proposed Consent Agreement 
With Analysis To Aid Public Comment
AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: In settlement of alleged violations of federal law prohibiting 
unfair acts and practices and unfair methods of competition--in 
connection with Service Corporation International's acquisition of 
Uniservice Corporation--this consent agreement, accepted subject to 
final Commission approval, would require, among other things, the Texas 
corporation to divest, to a Commission-approved acquirer, the 
Uniservice Corporation assets and businesses in Medford, Oregon, within 
twelve months or transfer responsibility for the divestiture to a 
trustee appointed by the Commission, and to obtain prior Commission 
approval, for a period of ten years, before acquiring any interest in 
funeral establishments or cemeteries in Jackson County, Oregon.

DATES: Comments must be received on or before May 8, 1995.

ADDRESSES: Comments should be directed to: FTC/Office of the Secretary, 
Room 159, 6th St. and Pa Ave., N.W., Washington, D.C. 20580.

FOR FURTHER INFORMATION CONTACT:
K. Shane Woods or Charles A. Harwood, FTC/Seattle Regional Office, 915 
Second Ave., Suite 2806, Seattle, WA. 98174. (206) 220-6350.

SUPPLEMENTARY INFORMATION: Pursuant to Section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46 and Section 2.34 of 
the Commission's Rules of Practice (16 CFR 2.34), notice is hereby 
given that the following consent agreement containing a consent order 
to cease and desist, having been filed with and accepted, subject to 
final approval, by the Commission, has been placed on the public record 
for a period of sixty (60) days. Public comment is invited. Such 
comments or views will [[Page 12956]] be considered by the Commission 
and will be available for inspection and copying at its principal 
office in accordance with Section 4.9(b)(6)(ii) of the Commission's 
Rules of Practice (16 CFR 4.9(b)(6)(ii)).

    In the matter of Service Corporation International, a 
corporation. File No. 951-0012.

Agreement Containing Consent Order

    The Federal Trade Commission (``Commission''), having initiated an 
investigation of the acquisition of the voting securities of Uniservice 
Corporation by Service Corporation International, SCI Oregon Funeral 
Services, Inc., and UC Acquisition Corp. (collectively, ``SCI''), and 
it now appearing that SCI, hereinafter sometimes referred to as 
``proposed respondent,'' is willing to enter into an agreement 
containing an order to divest certain assets and to cease and desist 
from certain acts, and providing for other relief:
    It is hereby agreed by and between proposed respondent, by its duly 
authorized officers and attorney, and counsel for the Commission that
    1. Proposed respondent Service Corporation International is a 
corporation organized, existing and doing business under and by virtue 
of the laws of the State of Texas with its office and principal place 
of business located at 1929 Allen Parkway, Houston, Texas 77019.
    2. Proposed respondent admits all the jurisdictional facts set 
forth in the draft of complaint.
    3. Proposed respondent waives:
    a. any further procedural steps;
    b. the requirement that the Commission's decision contain a 
statement of findings of fact and conclusions of law;
    c. all rights to seek judicial review or otherwise to challenge or 
contest the validity of the order entered pursuant to this agreement; 
and
    d. any claim under the Equal Access to Justice Act.
    4. This agreement shall not become part of the public record of the 
proceeding unless and until it is accepted by the Commission. If this 
agreement is accepted by the Commission it, together with the draft of 
complaint contemplated thereby, will be placed on the public record for 
a period of sixty (60) days and information in respect thereto publicly 
released. The Commission thereafter may either withdraw its acceptance 
of this agreement and so notify the proposed respondent, in which event 
it will take such action as it may consider appropriate, or issue and 
serve its complaint (in such form as the circumstances may require) and 
decision, in disposition of the proceeding.
    5. This agreement is for settlement purposes only and does not 
constitute an admission by proposed respondent that the law has been 
violated as alleged in the draft of complaint, or that the facts as 
alleged in the draft complaint, other than jurisdictional facts, are 
true.
    6. This agreement contemplates that, if it is accepted by the 
Commission, and if such acceptance is not subsequently withdrawn by the 
Commission pursuant to the provisions of Sec. 2.34 of the Commission's 
Rules, the Commission may, without further notice to the proposed 
respondent, (1) Issue its complaint corresponding in form and substance 
with the draft of complaint and its decision containing the following 
order to divest and to cease and desist in disposition of the 
proceeding, and (2) make information public with respect thereto. When 
so entered, the order to cease and desist shall have the same force and 
effect and may be altered, modified or set aside in the same manner and 
within the same time provided by statute for other orders. The order 
shall become final upon service. Delivery by the U.S. Postal Service of 
the complaint and decision containing the agreed-to order to proposed 
respondent's address as stated in this agreement shall constitute 
service. Proposed respondent waives any right it may have to any other 
manner of service. The complaint may be used in construing the terms of 
the order, and no agreement, understanding, representation, or 
interpretation not contained in the order or the agreement may be used 
to vary or contradict the terms of the order.
    7. Proposed respondent has read the proposed complaint and order 
contemplated hereby. Proposed respondent understands that once the 
order has been issued, it will be required to file one or more 
compliance reports showing that it has fully complied with the order. 
Proposed respondent further understands that it may be liable for civil 
penalties in the amount provided by law for each violation of the order 
after it becomes final.
Order
I
    It is ordered that, as used in this order, the following 
definitions shall apply:
    A. ``Respondent'' or ``SCI'' means Service Corporation 
International, its predecessors, subsidiaries, divisions, and groups 
and affiliates controlled by Service Corporation International, their 
successors and assigns, and their directors, officers, employees, 
agents, and representatives.
    B. ``Commission'' means the Federal Trade Commission.
    C. ``Funerals'' means a group of services provided at the death of 
an individual, the focus of which is some form of commemorative 
ceremony concerning the deceased at which ceremony the body is present; 
this group of services ordinarily includes, but it not limited to: the 
removal of the body from the place of death; its embalming or other 
preparation; making available a place for visitation and viewing, for 
the conduct of a funeral service, and for the display of caskets and 
outside cases; and the arrangement for and conveyance of the body to a 
cemetery or crematory for final disposition.
    D. ``Funeral establishment'' means the Assets and Businesses of a 
facility that provides funerals.
    E. ``Cemetery services'' means the provision of plots of land for, 
and the services associated with, the final disposition of human 
remains by burial.
    F. ``Cemetery'' means the Assets and Businesses of a facility that 
provides cemetery services.
    G. ``Cremation'' means the incineration of human remains.
    H. ``Crematory'' means the Assets and Businesses of a facility that 
performs cremations.
    I. ``Assets and Businesses'' include all assets, properties, 
business and goodwill, tangible and intangible, utilized by a funeral 
establishment, cemetery or crematory, including but not limited to, the 
following:
    1. all right, title and interest in and to owned or leased real 
property, together with appurtenances, licenses and permits;
    2. all right to serve as directors on the Board of the Siskiyou 
Memorial Park;
    3. all vendor lists, management information systems and software 
used on-site, and all catalogs, sales promotion literature and 
advertising materials, except that SCI may delete from such materials 
the Uniservice name, trademark or other identification;
    4. all machinery, fixtures, equipment, vehicles, transportation 
facilities, furniture, tools and other tangible personal property;
    5. all right, title and interest in and to the contracts entered 
into in the ordinary course of business with customers (together with 
associated bids and performance bonds), supplies, sales 
representatives, distributors, agents,
[[Page 12957]] personal property lessors, personal property lessees, 
licensors, licensees, consignors and consignees;
    6. all right, title and interest in the trade name of each funeral 
establishment, cemetery or crematory;
    7. all right, title and interest in the books, records and files 
pertinent to any of the Properties to be Divested; and
    8. a license to use the trade name ``Carillon'' in connection with 
the final disposition of cremains, a license to use the trademark 
``Life Centered Funeral Services'' in connection with the sale of 
funerals, and a license to use the trademark ``Life Trust'' in 
connection with the sale of pre-need contracts, but in each case only 
in Medford and its environs.
    J. ``Properties to be Divested'' means all of the Assets and 
Businesses of the following funeral establishment, cemeteries and 
crematories:

1. Perl Funeral Home, 426 W. 6th Street, Medford, OR 97501-2713
2. Perl With Siskiyou Funeral Service, 2100 Siskiyou Boulevard, Medord, 
OR 97504-8048
3. Siskiyou Memorial Park (cemetery), 2100 Siskiyou Boulevard, Medford, 
OR 97504-8048
4. Siskiyou Memorial Park (crematory), 2100 Siskiyou Boulevard, 
Medford, OR 95704-8048

II

    It is further ordered that:
    A. Respondent shall divest, absolutely and in good faith, within 
twelve months of the date this order becomes final, the Properties to 
be Divested, including resigning as directors of the Siskiyou Memorial 
Park and appointing individuals specified by the acquirer or acquirers 
to fill the vacancies created by those resignations; provided, however, 
that if the acquirer or acquirers choose not to acquire the Assets and 
Businesses of the crematory at 2100 Siskiyou Boulevard, because the 
acquirer or acquirers do not need such assets to engage in the business 
of providing funerals and cemetery services, respondent shall not be 
required to divest such assets; and provided further that if the 
acquirer or acquirers choose not to acquire any of the licenses 
described in Paragraph I I. 8 of this order, respondent shall not be 
required to divest such asset or assets.
    B. Respondent shall divest the Properties to be Divested only to an 
acquirer or acquirers that receive the prior approval of the Commission 
and only in a manner that receives the prior approval of the 
Commission. The purpose of the divestiture of the Properties to be 
Divested is to ensure the continued use of the Properties to be 
Divested in the same business in which the Properties to be Divested 
are engaged at the time of the proposed divestiture, and to remedy the 
lessening of competition resulting from the proposed acquisition as 
alleged in the Commission's complaint.
    C. Pending divestiture of the properties to be Divested, respondent 
shall take such actions as are necessary to maintain the viability and 
marketability of the Properties to be Divested and to prevent the 
destruction, removal, wasting, deterioration, or impairment of any of 
the Properties to be Divested except for ordinary wear and tear.
    D. Respondent shall comply with all terms of the Agreement to Hold 
Separate, attached to this order and made a part hereof as Appendix I. 
The Agreement to Hold Separate shall continue in effect until such time 
as respondent has divested all the Properties to be Divested as 
required by this order.

III

    It is further ordered that:
    A. If SCI has not divested, absolutely and in good faith and with 
the Commission's prior approval, the Properties to be Divested within 
twelve months of the date this order becomes final, the Commission may 
appoint a trustee to divest the Properties to be Divested. In the event 
that the Commission or the Attorney General brings an action pursuant 
to Sec. 5(l) of the Federal Trade Commission Act, 15 U.S.C. 45(l), or 
any other statute enforced by the Commission, SCI shall consent to the 
appointment of a trustee in such action. Neither the appointment of a 
trustee nor a decision not to appoint a trustee under this Paragraph 
shall preclude the Commission or the Attorney General from seeking 
civil penalties or any other relief available to it, including a court-
appointed trustee, pursuant to Sec. 5(l) of the Federal Trade 
Commission Act, or any other statute enforced by the Commission, for 
any failure by the respondent to comply with this order.
    B. If a trustee is appointed by the Commission or a court pursuant 
to Paragraph III A of this order, respondent shall consent to the 
following terms and conditions regarding the trustee's powers, duties, 
authority, and responsibilities:
    1. The Commission shall select the trustee, subject to the consent 
of respondent, which consent shall not be unreasonably withheld. The 
trustee shall be a person with experience and expertise in acquisitions 
and divestitures. If respondent has not opposed, in writing, including 
the reasons for opposing, the selection of any proposed trustee within 
ten (10) days after notice by the staff of the Commission to respondent 
and its counsel of the identity of any proposed trustee, respondent 
shall be deemed to have consented to the selection of the proposed 
trustee.
    2. Subject to the prior approval of the Commission, the trustee 
shall have the exclusive power and authority to divest the Properties 
to be Divested.
    3. Within ten (10) days after appointment of the trustee, 
respondent shall execute a trust agreement that, subject to the prior 
approval of the Commission and, in the case of a court-appointed 
trustee, of the court, transfers to the trustee all rights and powers 
necessary to permit the trustee to effect the divestiture required by 
this order.
    4. The trustee shall have twelve (12) months from the date the 
Commission approves the trust agreement described in Paragraph III B.3 
to accomplish the divestiture, which shall be subject to the prior 
approval of the Commission. If, however, at the end of the twelve-month 
period, the trustee has submitted a plan of divestiture or believes 
that divestiture can be achieved within a reasonable time, the 
divestiture period may be extended by the Commission, or, in the case 
of a court-appointed trustee, by the court; provided, however, the 
Commission may extend this period only two (2) times.
    5. The trustee shall have full and complete access to the 
personnel, books, records and facilities related to the Properties to 
be Divested or to any other relevant information, as the trustee may 
request. Respondent shall develop such financial or other information 
as such trustee may request and shall cooperate with the trustee. 
Respondent shall take no action to interfere with or impede the 
trustee's accomplishment of the divestitures. Any delays in divestiture 
caused by respondent shall extend the time for divestiture under this 
Paragraph in an amount equal to the delay, as determined by the 
Commission or, for a court-appointed trustee, by the court.
    6. The trustee shall use his or her best efforts to negotiate the 
most favorable price and terms available in each contract that is 
submitted to the Commission, subject to respondent's absolute and 
unconditional obligation to divest at no minimum price. The divestiture 
shall be made in the manner and to the acquirer or acquirers as set out 
in Paragraph II of this order; provided, however, if the trustee 
receives bona fide offers from more than one acquiring entity, and if 
the [[Page 12958]] Commission determines to approve more than one such 
acquiring entity, the trustee shall divest to the acquiring entity or 
entities selected by respondent from among those approved by the 
Commission.
    7. The trustee shall serve, without bond or other security, at the 
cost and expense of respondent, on such reasonable and customary terms 
and conditions as the Commission or a court may set. The trustee shall 
have the authority to employ, at the cost and expense of respondent, 
such consultants, accountants, attorneys, investment bankers, business 
brokers, appraisers, and other representatives and assistants as are 
necessary to carry out the trustee's duties and responsibilities. The 
trustee shall account for all monies derived from the divestiture and 
all expenses incurred. After approval by the Commission and, in the 
case of a court-appointed trustee, by the court, of the account of the 
trustee, including fees for his or her services, all remaining monies 
shall be paid at the direction of the respondent, and the trustee's 
power shall be terminated. The trustee's compensation shall be based at 
least in significant part on a commission arrangement contingent on the 
trustee's divesting the Properties to be Divested.
    8. Respondent shall indemnify the trustee and hold the trustee 
harmless against any losses, claims, damages, liabilities, or expenses 
arising out of, or in connection with, the performance of the trustee's 
duties, including all reasonable fees of counsel and other expenses 
incurred in connection with the preparation for, or defense of any 
claim, whether or not resulting in any liability, except to the extent 
that such liabilities, losses, damages, claims, or expenses result from 
misfeasance, gross negligence, willful or wanton acts, or bad faith by 
the trustee.
    9. If the trustee ceases to act or fails to act diligently, a 
substitute trustee shall be appointed in the same manner as provided in 
Paragraph III A of this order.
    10. The Commission or, in the case of a court-appointed trustee, 
the court may on its own initiative or at the request of the trustee 
issue such additional orders or directions as may be necessary or 
appropriate to accomplish the divestiture required by this order.
    11. The trustee shall have no obligation or authority to operate or 
maintain the Properties to be Divested.
    12. The trustee shall report in writing to respondent and the 
Commission every sixty (60) days concerning the trustee's efforts to 
accomplish divestiture.

IV

    It is further ordered that, for a period of ten (10) years from the 
date this order becomes final, respondent shall not, without the prior 
approval of the Commission, directly or indirectly, through 
subsidiaries, partnerships, or otherwise:
    A. Acquire any stock, share capital, equity, or other interest in 
any concern, corporate or non-corporate, engaged in at the time of such 
acquisition, or within the two years preceding such acquisition, the 
sale of funerals or cemetery services in Jackson County, Oregon; or
    B. Acquire any assets used for or used in the previous two years 
for (and still suitable for use for) the sale of funerals or cemetery 
services in Jackson County, Oregon.
    Provided, however, that this Paragraph IV shall not apply to new 
facilities constructed or developed by respondent.
V

    It is further ordered that:
    A. Within sixty (60) days after the date this order becomes final 
and every sixty (60) days thereafter until respondent has fully 
complied with the provisions of Paragraphs II and III of this order, 
respondent shall submit to the Commission a verified written report 
setting forth in detail the manner and form in which it intends to 
comply, is complying, and has complied with Paragraphs II and III of 
this order. Respondent shall include in its compliance reports, among 
other things that are required from time to time, a full description of 
the efforts being made to comply with Paragraphs II and III of the 
order, including a description of all substantive contacts or 
negotiations for the divestiture and the identity of all parties 
contacted. Respondent shall include in its compliance reports copies of 
all written communications to and from such parties, all internal 
memoranda, and all reports and recommendations concerning divestiture 
as required by this order.
    B. One year (1) from the date this order becomes final, annually 
for the next nine (9) years on the anniversary of the date this order 
becomes final, and at other times as the Commission may require, 
respondent shall file a verified written report with the Commission 
setting forth in detail the manner and form in which it has complied 
and is complying with Paragraph IV of this order.
    It is further ordered that respondent shall notify the Commission 
at least thirty (30) days prior to any proposed change in the corporate 
respondent such as dissolution, assignment, sale resulting in the 
emergence of a successor corporation, or the creation or dissolution of 
subsidiaries or any other change in the corporation that may affect 
compliance obligations arising out of the order.

VII

    It is further ordered that, for the purpose of determining or 
securing compliance with this order, subject to any legally recognized 
privilege, and upon written request with reasonable notice to 
respondent made to their principal offices, respondent shall permit any 
duly authorized representative or representatives of the Commission:
    A. Access, during office hours of respondent and in the presence of 
counsel, to inspect and copy all books, ledgers, accounts, 
correspondence, memoranda and other records and documents in the 
possession or under the control of respondent relating to any matters 
contained in this order; and
    B. Upon five (5) days' notice to respondent and without restraint 
or interference therefrom, to interview officers or employees of 
respondent, who may have counsel present, regarding such matters.
Appendix I--Agreement To Hold Separate

    In the matter of Service Corporation International, a 
corporation. File No. 951-0012.

    This Agreement to Hold Separate (``Agreement'') is by and between 
Service Corporation International (``SCI''), a corporation organized 
and existing under the laws of the State of Texas, with its principal 
executive offices located at 1929 Allen Parkway, Houston, Texas, and 
the Federal Trade Commission (``Commission''), an independent agency of 
the United States Government, established under the Federal Trade 
Commission Act of 1914, 15 U.S.C. Sec. 41, et. seq. (collectively, 
``Parties'').

Premises

    Whereas, on or about October 5, 1994, SCI entered into an Agreement 
and Plan of Merger with Uniservice Corporation (``Uniservice''), in 
which (1) UC Acquisition Corp., a wholly-owned subsidiary of SCI, would 
be merged into Uniservice, and (2) Uniservice shareholders would 
receive cash ``Acquisition''); and
    Whereas, both SCI and Uniservice own interests in funeral 
establishments that provide funerals, cemeteries that 
[[Page 12959]] provide cemetery services and crematories that provide 
cremations to consumers; and
    Whereas, the Commission is now investigating the Acquisition to 
determine if the Acquisition would violate any of the statutes enforced 
by the Commission; and
    Whereas, if the Commission accepts the Agreement Containing Consent 
Order (``SCI/Uniservice Consent Agreement''), the Commission must place 
the SCI/Uniservice Consent Agreement on the public record for public 
comment for a period of at least sixty (60) days and may subsequently 
withdraw such acceptance pursuant to the provisions of Section 2.34 of 
the Commission's Rules; and
    Whereas, the Commission is concerned that if an understanding is 
not reached preserving the status quo ante and holding separate the 
assets and businesses of certain Uniservice funeral establishments, a 
cemetery and a crematory (``Hold Separate Assets'') listed in Exhibit A 
attached hereto and made a part hereof until the divestitures 
contemplated by the SCI/Uniservice Consent Agreement have been made, 
divestitures resulting from any proceeding challenging the legality of 
the Acquisition might not be possible or might be less than an 
effective remedy; and
    Whereas, the purposes of this Agreement are to: (1) preserve the 
Hold Separate Assets as viable independent businesses pending the 
divestitures described in the SCI/Uniservice Consent Agreement; (2) 
preserve the Commission's ability to require the divestitures of the 
funeral establishments, a cemetery and a crematory as specified in the 
SCI/Uniservice Consent Agreement; and (3) remedy any anticompetitive 
aspects of the Acquisition; and
    Whereas, SCI's entering into this Agreement shall in no way be 
construed as an admission by SCI that the Acquisition is illegal; and
    Whereas, SCI understands that no act or transaction contemplated by 
this Agreement shall be deemed immune or exempt from the provisions of 
the antitrust laws or the Federal Trade Commission Act by reason of 
anything contained in this Agreement.
    Now, therefore, the Parties agree, upon understanding that the 
Commission has not yet determined whether the Acquisition will be 
challenged, and in consideration of the Commission's agreement that at 
the time it accepts for public comment that proposed order in the SCI/
Uniservice Consent Agreement it will grant early termination of the 
Hart-Scott-Rodino waiting period, and unless the Commission determines 
to reject the SCI/Uniservice Consent Agreement, it will not seek 
further relief from SCI with respect to the Acquisition, except that 
the Commission may exercise any and all rights to enforce this 
Agreement, the SCI/Uniservice Consent Agreement to which it is annexed 
and made a part, and the order, once it becomes final, and in the event 
that the required divestitures are not accomplished, to appoint a 
trustee to seek divestiture of the Hold Separate Assets pursuant to the 
SCI/Uniservice Consent Agreement, as follows:
    1. SCI agrees to execute and be bound by the SCI/Uniservice Consent 
Agreement.
    2. SCI shall hold the Hold Separate Assets separate and apart from 
the date this Agreement is accepted until the first to occur of (a) ten 
business days after the Commission withdraws its acceptance of the SCI/
Uniservice Consent Agreement pursuant to the provisions of Section 2.34 
of the Commission's Rules or (b) the date the divestitures required by 
the order contained in the SCI/Uniservice Consent Agreement are 
accomplished. SCI's obligation to hold the Hold Separate Assets 
separate and apart shall be on the following terms and conditions:
    a. SCI shall hold separate and apart the Hold Separate Assets.
    b. Except as provided herein and as is necessary to assure 
compliance with this Agreement and the Consent Order, SCI shall not 
exercise direction or control over, or influence directly or 
indirectly, the Hold Separate Assets or any of their operations or 
businesses.
    c. SCI shall cause the Hold Separate Assets to continue using their 
present names and trade names, and shall maintain and preserve the 
viability and marketability of each of the Hold Separate Assets and 
shall not sell, transfer, encumber (other than in the normal course of 
business), or otherwise impair their marketability or viability. During 
the term of this Agreement, SCI shall provide the Hold Separate Assets 
with the same or better quality of support services, including without 
limitation, payroll processing, accounting, management information 
systems, and computer support, as Uniservice provided to the Hold 
Separate Assets prior to the acquisition.
    d. SCI shall refrain from taking any actions that may cause any 
material adverse change in the business or financial conditions of the 
Hold Separate Assets.
    e. SCI shall not change the composition of the management of the 
Hold Separate Assets, except that SCI may fill vacancies and remove 
management for cause.
    f. SCI shall maintain separate financial and operating records and 
shall prepare separate quarterly and annual financial statements for 
the Hold Separate Assets and shall provide the Commission with such 
statements for each funeral establishment, cemetery and crematory 
within ten days of their availability.
    g. Except as required by law, and except to the extent that 
necessary information is exchanged in the course of evaluating the 
Acquisition, defending investigations or litigation, or negotiating 
agreements to dispose of assets, SCI shall not receive or have access 
to, or the use of, any of the Hold Separate Assets' material 
confidential information not in the public domain, except as such 
information would be available to SCI in the normal course of business 
if the Acquisition had not taken place. Any such information that is 
obtained pursuant to this subparagraph shall only be used for the 
purpose set out in this subparagraph. (``Material confidential 
information,'' as used herein, means competitively sensitive or 
proprietary information not independently known to SCI from sources 
other than Uniservice, and includes but is not limited to pre-need 
customer lists, prices quoted by suppliers, or trade secrets.)
    h. All earnings and profits of the Hold Separate Assets shall be 
held separate. If necessary, SCI shall provide any or all of the Hold 
Separate Assets with sufficient working capital to operate at their 
current levels.
    i. SCI shall refrain from, directly or indirectly, encumbering, 
selling, disposing of, or causing to be transferred any assets, 
property, or business of the Hold Separate Assets, except that the Hold 
Separate Assets may advertise, purchase merchandise and sell or 
otherwise dispose of merchandise in the ordinary course of business.
    3. Should the Federal Trade Commission seek in any proceeding to 
compel SCI to divest itself of the shares of Uniservice stock that SCI 
may acquire, or to compel SCI to divest any assets or businesses of 
Uniservice that it may hold, or seek any other injunctive or equitable 
relief, SCI shall not raise any objection based upon the early 
termination of the applicable Hart-Scott-Rodino Antitrust Improvements 
Act waiting period or the fact that the Commission has permitted the 
Acquisition. SCI also waives all rights to contest the validity of this 
Agreement.
    4. For the purpose of determining or securing compliance with this 
[[Page 12960]] agreement, subject to any legally recognized privilege, 
and upon written request with reasonable notice to respondent made to 
their principal offices, respondent shall permit any duly authorized 
representative or representatives of the Commission:
    a. Access, during office hours of respondent and in the presence of 
counsel, to inspect and copy all books, ledgers, accounts, 
correspondence, memoranda and other records and documents in the 
possession or under the control of respondent relating to any matters 
contained in this order; and
    b. Upon five (5) days' notice to respondent and without restraint 
or interference therefrom, to interview officers or employees of 
respondent, who may have counsel present, regarding such matters.
    This agreement shall not be binding until approved by the 
Commission.
Exhibit A

Hold Separate Assets

1. Perl Funeral Home, 426 W. 6th Street, Medford, OR 97501-2713
2. Perl With Siskiyou Funeral Service, 2100 Siskiyou Boulevard, 
Medford, OR 97504-8048
3. Siskiyou Memorial Park (cemetery), 2100 Siskiyou Boulevard, Medford, 
OR 97504-8048
4. Siskiyou Memorial Park (crematory), 2100 Siskiyou Boulevard, 
Medford, OR 97504-8048

Analysis of Proposed Consent Order To Aid Public Comment

    The Federal Trade Commission (``Commission'') has provisionally 
accepted an agreement containing a proposed consent order with Service 
Corporation International (``SCI''), and has placed the proposed 
consent on the public record for sixty (60) days. Anyone interested in 
the proposed order may comment on it during this time. After sixty (60) 
days, the Commission will again review the agreement and any comments 
received, and will decide whether it should withdraw from the agreement 
or make final the agreement's proposed consent order.
    The proposed consent order stems from SCI's proposed acquisition of 
certain assets and businesses of Uniservice Corporation 
(``Uniservice''). According to the proposed complaint, this 
acquisition, if consummated, would violate Section 7 of the Clayton 
Act, as amended 15 U.S.C. 18, and Section 5 of the FTC Act, as amended, 
15 U.S.C. 45, in the markets for funerals and perpetual care cemetery 
services in Medford, Oregon, and its immediate environs.
    The proposed consent order would remedy this alleged violation by 
requiring that SCI either divest the Uniservice assets and businesses 
in this region within one (1) year (Order Paragraph II.A) or transfer 
responsibility for divestiture to a trustee appointed by the Commission 
(Order Paragraph III). Uniservice's crematory and trade names are among 
these assets and businesses because they may be important to a buyer's 
competitive viability in the markets for funerals or perpetual care 
cemetery services, but SCI's obligations with regard to them would 
cease if the buyer does not wish to purchase them. However divestiture 
is accomplished, SCI could sell only to an acquirer or acquirers 
approved in advance by the Commission (Order Paragraphs II.B and 
III.B.2).
    Pending divestiture, the proposed order would preserve the status 
quo in two respects. First, to preserve the properties to be divested, 
SCI must maintain the viability and marketability of the properties and 
protect them from harm (Order Paragraph II.C). Second, to preserve 
competition between SCI and the properties to be divested, SCI must 
hold the properties separate from SCI's operations (Order Paragraph 
II.D).
    In the remainder of the order, SCI agrees for ten (10) years to 
obtain prior approval from the Commission before acquiring any interest 
in funeral establishments or cemeteries in Jackson County, Oregon 
(Order Paragraph IV), report to the Commission concerning its efforts 
to divest and comply with the prior approval requirement (Order 
Paragraph V), notify the Commission of any changes in SCI that might 
affect its compliance with the order (Order Paragraph VI), and permit 
Commission representatives to review documents and interview employees 
to ensure compliance with the order (Order Paragraph VII).
    The purpose of this analysis is to assist public comment on the 
proposed order. It is not an official interpretation of the order or 
the accompanying settlement and is not intended to modify their terms.
Donald S. Clark,
Secretary.
[FR Doc. 95-5792 Filed 3-8-95; 8:45 am]
BILLING CODE 6750-01-M