[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