[Federal Register Volume 71, Number 234 (Wednesday, December 6, 2006)]
[Notices]
[Pages 70769-70775]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E6-20591]


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FEDERAL TRADE COMMISSION

[File No. 061 0156]


Service Corporation International and Alderwoods Group, Inc.; 
Analysis of Agreement Containing Consent Orders To Aid Public Comment

AGENCY: Federal Trade Commission.

ACTION: Proposed Consent Agreement.

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SUMMARY: The consent agreement in this matter settles alleged 
violations of federal law prohibiting unfair or deceptive acts or 
practices or unfair methods of competition. The attached Analysis to 
Aid Public Comment describes both the allegations in the draft 
complaint and the terms of the consent order--embodied in the consent 
agreement--that would settle these allegations.

DATES: Comments must be received on or before December 26, 2006.

ADDRESSES: Interested parties are invited to submit written comments. 
Comments should refer to ``SCI Alderwoods Group, File No. 061 0156,'' 
to facilitate the organization of comments. A comment filed in paper 
form should include this reference both in the text and on the 
envelope, and should be mailed or delivered to the following address: 
Federal Trade

[[Page 70770]]

Commission/Office of the Secretary, Room 135-H, 600 Pennsylvania 
Avenue, NW., Washington, DC 20580. Comments containing confidential 
material must be filed in paper form, must be clearly labeled 
``Confidential,'' and must comply with Commission Rule 4.9(c). 16 CFR 
4.9(c) (2005).\1\ The FTC is requesting that any comment filed in paper 
form be sent by courier or overnight service, if possible, because U.S. 
postal mail in the Washington area and at the Commission is subject to 
delay due to heightened security precautions. Comments that do not 
contain any nonpublic information may instead be filed in electronic 
form as part of or as an attachment to e-mail messages directed to the 
following e-mail box: [email protected].
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    \1\ The comment must be accompanied by an explicit request for 
confidential treatment, including the factual and legal basis for 
the request, and must identify the specific portions of the comment 
to be withheld from the public record. The request will be granted 
or denied by the Commission's General Counsel, consistent with 
applicable law and the public interest. See Commission Rule 4.9(c), 
16 CFR 4.9(c).
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    The FTC Act and other laws the Commission administers permit the 
collection of public comments to consider and use in this proceeding as 
appropriate. All timely and responsive public comments, whether filed 
in paper or electronic form, will be considered by the Commission, and 
will be available to the public on the FTC Web site, to the extent 
practicable, at http://www.ftc.gov. As a matter of discretion, the FTC 
makes every effort to remove home contact information for individuals 
from the public comments it receives before placing those comments on 
the FTC Web site. More information, including routine uses permitted by 
the Privacy Act, may be found in the FTC's privacy policy, at http://www.ftc.gov/ftc/privacy.htm.

FOR FURTHER INFORMATION CONTACT: Joseph Brownman (202-326-2605), Bureau 
of Competition, or Craig Tregillus (202-326-2970), Bureau of Consumer 
Protection, 600 Pennsylvania Avenue, NW., Washington, DC 20580.

SUPPLEMENTARY INFORMATION: Pursuant to section 6(f) of the Federal 
Trade Commission Act, 38 Stat. 721, 15 U.S.C. 46(f), and Sec.  2.34 of 
the Commission Rules of Practice, 16 CFR 2.34, notice is hereby given 
that the above-captioned 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 thirty (30) days. The following Analysis to Aid Public 
Comment describes the terms of the consent agreement, and the 
allegations in the complaint. An electronic copy of the full text of 
the consent agreement package can be obtained from the FTC Home Page 
(for November 22, 2006), on the World Wide Web, at http://www.ftc.gov/os/2006/11/index.htm. A paper copy can be obtained from the FTC Public 
Reference Room, Room 130-H, 600 Pennsylvania Avenue, NW., Washington, 
DC 20580, either in person or by calling (202) 326-2222.
    Public comments are invited, and may be filed with the Commission 
in either paper or electronic form. All comments should be filed as 
prescribed in the ADDRESSES section above, and must be received on or 
before the date specified in the DATES section.

Analysis of Agreement Containing Consent Order To Aid Public Comment

I. Introduction

    The Federal Trade Commission (``Commission'') has accepted for 
public comment, subject to final approval, an Agreement Containing 
Consent Orders (``Consent Agreement'') from Service Corporation 
International (``SCI'') and Alderwoods Group, Inc. (``Alderwoods''), 
formerly known as The Loewen Group, Inc. (``Loewen'').\2\ The purpose 
of the Consent Agreement is to remedy the anticompetitive effects that 
would be likely to result from SCI's purchase of Alderwoods, as alleged 
in the Complaint the Commission issued with the Consent Agreement. The 
Consent Agreement has been placed on the public record for thirty (30) 
days for the receipt of comments from the public. Comments received 
during this period will become part of the public record. After the 
thirty (30) day comment period, the Commission will consider the 
Consent Agreement and the comments received, and will decide whether to 
withdraw from the Consent Agreement or make it final.
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    \2\ In mid 1999, Loewen, a Canadian corporation, filed for 
Chapter 11 bankruptcy protection. It emerged in early 2001 as a 
Delaware corporation under the Alderwoods name.
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    The Consent Agreement provides for relief in 47 local markets in 
which the Commission in its Complaint alleged the proposed acquisition 
is anticompetitive. Under the terms of the Consent Agreement, SCI must 
divest 40 funeral home facilities in 29 local markets and 15 cemetery 
properties in 12 local markets across the United States. In each of six 
additional funeral service markets, the Consent Agreement gives SCI the 
option of either divesting the Alderwoods funeral home(s) it will be 
acquiring or terminating its licensing agreement with the third-party 
funeral homes that are providing funeral services in the markets under 
SCI's Dignity Memorial trademark. In these Dignity Affiliate markets, 
until the divestitures required by the Consent Agreement, SCI must 
cease and desist from suggesting prices to those third-party Dignity 
Affiliates.
    The Commission, SCI, and Alderwoods have also agreed to an Order to 
Hold Separate and Maintain Assets. This order requires SCI and 
Alderwoods to hold separate and maintain all of the Alderwoods assets 
in the markets where divestitures are required, pending the required 
divestitures. To ensure that the Alderwoods assets are properly held 
separate and maintained, the Commission has appointed William E. Rowe 
to act as monitor trustee. The eventual acquirers of the assets 
required to be divested and the manner of their divestiture must 
receive the prior approval of the Commission. The order also requires 
SCI to provide the Commission with regular compliance reports 
demonstrating how it is complying with the terms of the Consent 
Agreement, until it is in full compliance with that Agreement.
    On April 2, 2006, SCI and Alderwoods agreed to SCI's proposed 
acquisition of Alderwoods for $1.23 billion (a figure that includes the 
assumption of debt by SCI). The Commission's Complaint alleges that the 
proposed acquisition, if consummated, would violate Section 7 of the 
Clayton Act, as amended, 15 U.S.C. 18, and Section 5 of the Federal 
Trade Commission Act, as amended, 15 U.S.C. 45, by lessening 
competition in connection with the provision of funeral services (and 
associated products) or cemetery services (and associated products and 
property) in many of the local markets in which SCI and Alderwoods 
compete.\3\
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    \3\ The Complaint identifies the market share of the parties, 
concentration levels in each market, and whether the principal 
anticompetitive concern is the increased likelihood of coordinated 
interaction among remaining competitors in the market or the 
exercise by SCI of unilateral market power, or both. The Complaint 
also alleges that new entry is not likely, or is likely to be 
insufficient in magnitude to constrain anticompetitive behavior in 
each of the markets of concern.
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    The purpose of this analysis is to invite public comment on the 
Consent Agreement, including the proposed required divestitures, to aid 
the Commission in its determination whether to make final the Consent 
Agreement. This analysis is not an official interpretation of the 
Consent Agreement nor does it modify any of its terms.

[[Page 70771]]

II. The Parties and the Transaction

    SCI 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. SCI had sales in 2005 of $1.7 billion. SCI is the nation's 
largest chain of funeral homes and cemeteries, with about 10% of all 
related United States revenues.
    Alderwoods is a corporation organized, existing, and doing business 
under and by virtue of the laws of the State of Delaware, with its 
office and principal place of business located at 311 Elm Street, Suite 
1000, Cincinnati, Ohio 45202. Alderwoods had sales in 2005 of 
approximately $740 million. Alderwoods is the nation's second largest 
funeral home and cemetery chain, with about 5% of all related United 
States revenues.
    The proposed acquisition is the largest deal of its kind to date in 
the funeral home and cemetery industry. After the acquisition, SCI will 
have about 15% of all United States funeral and cemetery service 
revenues. The Complaint alleges that the proposed acquisition would be 
anticompetitive in 35 highly concentrated local funeral service markets 
and 12 highly concentrated cemetery service markets, but not in the 
nation as a whole. For this reason, the contemplated relief is limited 
to local markets.

III. The Commission's Complaint

A. The Direct Overlap Markets

    According to the Commission's Complaint, SCI and Alderwoods compete 
in the sale of funeral services \4\ and cemetery services \5\ in over 
100 local markets throughout the United States. In highly concentrated 
local funeral service or cemetery service markets \6\ where SCI and 
Alderwoods compete, the acquisition will eliminate significant 
competition between SCI and Alderwoods and, in many of them, 
substantially increase the likelihood that SCI would be able 
unilaterally to exercise market power. In many other highly 
concentrated local funeral service or cemetery service markets where 
SCI and Alderwoods compete, the acquisition will increase substantially 
the likelihood that remaining firms in the market will be able to 
exercise market power through coordinated group behavior.\7\ In some 
markets, the Commission was concerned with both future coordinated 
interaction and the future exercise of unilateral market power.
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    \4\ Funeral services include some or all of the following: 
family consultation, collection of the deceased and transportation 
from the place of death to the funeral home, registration of death, 
embalming and other preparations, sale of a casket, flowers, 
catering, and other merchandise, use of funeral home facilities by 
hosting a viewing and ceremony, transportation to a place of 
worship, conveying the deceased to the cemetery or crematorium, and 
advance planning.
    \5\ Cemetery services include the traditional products and 
services offered by perpetual care cemeteries, including burial 
spaces, opening and closing of graves, memorials and burial vaults, 
mausoleum spaces, cemetery maintenance and upkeep, and advance 
planning.
    \6\ In calculating market share, the Commission relied on the 
number of ``calls'' (funerals or internments) of each competitor 
(rather than dollar revenues) because this information was available 
for all firms in the markets under investigation. For purposes of 
determining market share as well as calculating market concentration 
based on the Herfindahl-Hirschman Index (``HHI''), the Commission 
included all market participants that competed with the funeral 
homes or cemeteries in the market. In addition, the Commission 
examined the transaction's competitive effects in each market of 
concern. As part of this assessment, the Commission excluded fringe 
competitors (participants that did not act as a competitive 
constraint in the market), e.g., small firms with less than three 
percent of the market or facilities that primarily offered direct 
disposals or direct cremations without attendant services.
    \7\ Market power is the ability of a firm, or group of firms, 
profitably to reduce output and raise prices above competitive 
levels or otherwise achieve anticompetitive effects such as by 
decreasing the quality or level of services.
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1. The Two Ways To Exercise Unilateral Market Power
    The Complaint alleges that the acquisition increases the likelihood 
of SCI unilaterally exercising market power in 19 funeral service 
markets and nine cemetery service markets. In these markets, SCI is 
more likely to be able to increase its prices or decrease its services 
notwithstanding actions taken by other firms already in the market or 
who may be considering entry. This market power may be exercised in one 
of two ways. First, in about half of the markets, SCI's post-
acquisition market share will approach 100%, and SCI will be in a 
position to exercise unilateral market power because it will face no 
real competition. This market power may be exercised by increasing 
prices or decreasing services. Second, in other markets, SCI will have 
a significant, but not a monopoly or near monopoly, post-acquisition 
market share and will also own or control facilities that are the first 
and second choices for a substantial number of consumers. In these 
markets, SCI and Alderwoods are now the first and second choices for a 
substantial number of consumers for several reasons, including: (i) 
They are the leading providers for certain religious or ethnic groups, 
including the Jewish or Chinese-American communities; (ii) the 
proximity of the SCI and Alderwoods facilities makes them the first and 
second choices for many consumers; or (iii) they are the first and 
second choice providers of high-end funeral services, which are 
generally not available at the facilities of nearby competitors. In 
these markets, SCI's ability to exercise unilateral market power post-
acquisition will increase because it will be able to obtain the profit 
from the combined benefits of (a) the increase in price (or decrease in 
services) at the facilities of first choice for consumers and (b) the 
increase in business moving from the facilities of first choice for 
consumers to their second choices. The Commission alleges that the 
proposed acquisition would substantially increase concentration, and 
give SCI a monopoly or near monopoly market share, in 10 funeral 
service markets (Cartersville, Georgia; Hanford, California; Meridian, 
Mississippi; Newton, Mississippi; Alhambra, California; Broward County, 
Florida; Miami-Dade County, Florida; Yuma, Arizona; Yakima, Washington; 
and Gonzales, Louisiana) and five cemetery service markets (Bradenton/
Palmetto, Florida; Broward County, Florida; Fort Myers, Florida; 
Abilene, Texas; and Baton Rouge, Louisiana). The Commission also 
alleges that unilateral effects are likely in nine additional funeral 
service markets (Odessa, Texas; Northern Rockland County, New York; 
Greensboro, North Carolina; Charlotte, North Carolina; Merced, 
California; Memphis, Tennessee; Abilene, Texas; Southern Ventura 
County, California; and Port Orange, Florida) and four additional 
cemetery service markets (Conroe, Texas; Miami-Dade County, Florida; 
Ventura County, California; and Macon, Georgia) where, post-merger, SCI 
will own or operate facilities that are the first and second choices 
for a substantial number of consumers, and will be in a position 
profitably to raise prices at one of these facilities.
2. The Exercise of Market Power Through Coordinated Interaction
    The Complaint alleges that the acquisition increases the likelihood 
of SCI exercising market power through coordinated interaction in 15 
highly concentrated funeral service markets (Seguin, Texas; Odessa, 
Texas; Tulare, California; Northern Rockland County, New York; 
Manassas, Virginia; Baton Rouge, Louisiana; Greensboro, North Carolina; 
Lansing, Michigan; Abilene, Texas; Killeen, Texas; Merced, California; 
Lynchburg, Virginia; Lexington/West Columbia, South Carolina; 
Brownsville, Texas; and Fort Myers, Florida) and four highly 
concentrated cemetery service markets

[[Page 70772]]

(Columbia/Lexington, South Carolina; Nashville, Tennessee; Memphis, 
Tennessee; and Miami-Dade County, Florida). These increased 
opportunities for successful coordinated interaction will be due to: 
(a) An increased ease of agreement upon terms of coordination, (b) the 
availability of opportunities to monitor compliance with those terms of 
agreement, and (c) the ability of the firms in the market to control or 
punish firms that deviate from their terms of agreement.

B. The Dignity Affiliate Markets

    The Complaint alleges that in six funeral service markets in which 
Alderwoods is present, but in which SCI does not own or operate a 
facility, SCI nevertheless has a competitive presence through a 
licensing arrangement with third-party funeral service providers, which 
it refers to as Dignity Affiliates. SCI has authorized third parties to 
sell SCI trademarked Dignity Memorial funeral services. The Dignity 
Affiliates were competitors of Alderwoods, but not SCI, prior to the 
proposed acquisition. After SCI acquires Alderwoods, competition 
between the Alderwoods facility (which would be owned by SCI post-
acquisition) and the Dignity Affiliate is likely to be reduced because 
it is likely that these firms will cooperate on pricing. Such 
cooperation on pricing would increase the likelihood that firms in 
these six markets \8\ would exercise market power through coordinated 
interaction.\9\
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    \8\ The six markets are identified in Table B, infra.
    \9\ The Complaint and Consent Agreement do not address SCI's 
licensing arrangements with third-party Dignity Affiliates except in 
the six highly concentrated markets.
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C. ``Customs-Conscious'' Consumers Sometimes Create Narrow Antitrust 
Product Markets

    The Complaint alleges that in some local markets, some funeral 
homes or cemeteries cater to specific populations by focusing upon the 
customs and rituals associated with one or more religious, ethnic, or 
cultural heritage groups. In some of the local markets addressed in the 
proposed Consent Agreement, this market segmentation exists in 
connection with Jewish, Chinese-American, or African-American 
populations.
    Because of the preferences of ``customs-conscious'' consumers, in 
some local markets, the alleged product market is limited to facilities 
that provide the customs and rituals for a specific population. In some 
other local markets, the alleged product market is limited to 
facilities that serve the general population but do not provide the 
customs and rituals that ``customs-conscious'' consumers require. The 
determination whether a product market was narrower than all facilities 
that provided funeral or cemetery services was made on a market-by-
market basis. However, if other facilities in that market served both 
the ``customs-conscious'' population as well as abroader population, 
facilities that performed the customs and rituals associated 
exclusively with respect to a specific population were included in the 
overall market definition.

D. Entry Conditions

    The Complaint alleges that entry would not be timely, likely or 
sufficient to prevent anticompetitive effects in the specific markets 
at issue. With regard to these cemetery service markets, entry would be 
difficult because of the limited availability of land, zoning 
regulations and other statutory restrictions, and high sunk costs, as 
well as the lead time necessary to develop a customer base. As concerns 
entry into the funeral service markets at issue, new entry, if it 
occurs, is unlikely to prove sufficient to prevent a significant price 
increase for ``traditional'' funeral home services of the type offered 
by most of the parties' homes. If a new traditional funeral home were 
to enter, it is unlikely that it would make sufficient sales within two 
years to constrain anticompetitive behavior. Moreover, if ``no frills'' 
funeral homes were to enter, it is unlikely that the services that they 
would offer would be sufficiently close substitutes for traditional 
funeral home services to prevent a price increase for the latter.

IV. The Consent Agreement

    The Commission believes that the Consent Agreement, if made final, 
would fully restore competition and maintain the competitive status quo 
ante in the local markets that would have been adversely impacted by 
the proposed acquisition.

A. The Direct Overlap Markets

    In 29 local funeral service markets and 12 local cemetery service 
markets, the Consent Agreement provides for divestitures of specific 
properties. The following Table A lists each of the local markets in 
which the Complaint alleges that the proposed acquisition would be 
competitively problematic, separately for funeral services and cemetery 
services. Table A also lists the specific SCI or Alderwoods funeral 
home facilities that SCI will be required to divest under the Consent 
Agreement.
Table A
1. Funeral Service Markets and the Required Divestitures

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                                            Properties required to be
              Market area                            divested
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1. Abilene, Texas......................  Elmwood Funeral Home, 5750 U.S.
                                          Highway 277 South, Abilene,
                                          Texas (an SCI property).
2. Alhambra, California................  Universal Chung Wah Funeral
                                          Directors, 225 North Garfield
                                          Avenue, Alhambra, California
                                          (an SCI property).
3. Baton Rouge, Louisiana..............  Resthaven Gardens of Memory
                                          Funeral Home, 11817 Jefferson
                                          Highway, Baton Rouge,
                                          Louisiana (an Alderwoods
                                          property).
4. Brownsville, Texas..................  1. Trevino Funeral Home, 1355
                                          Old Port Isabel Road,
                                          Brownsville, Texas (an
                                          Alderwoods property); and
                                         2. Darling-Mouser Funeral Home,
                                          945 Palm Boulevard,
                                          Brownsville, Texas (an
                                          Alderwoods property).
5. Broward County, Florida.............  1. Levitt-Weinstein Memorial
                                          Chapel, 3201 N.W. 72nd Avenue,
                                          Hollywood, Florida (an
                                          Alderwoods property);
                                         2. Levitt-Weinstein Memorial
                                          Chapel, 8135 West McNab Road,
                                          Tamarac, Florida (an
                                          Alderwoods property);
                                         3. Levitt-Weinstein Memorial
                                          Chapel, 1921 Pembroke Road,
                                          Hollywood, Florida (an
                                          Alderwoods property); and
                                         4. Levitt-Weinstein Memorial
                                          Chapel, 7500 North State Road
                                          7, Coconut Creek, Florida (an
                                          Alderwoods property).
6. Cartersville, Georgia...............  Parnick Jennings Funeral Home &
                                          Cremation Services, 430
                                          Cassville Road, Cartersville,
                                          Georgia (an SCI property).

[[Page 70773]]

 
7. Charlotte, North Carolina...........  Hankins & Whittington--Dilworth
                                          Chapel, 1111 East Boulevard,
                                          Charlotte, North Carolina (an
                                          Alderwoods property).\10\
8. Fort Myers, Florida.................  Fort Myers Memorial Gardens
                                          Funeral Home, 1589 Colonial
                                          Boulevard, Fort Myers, Florida
                                          (an SCI property).
9. Gonzales, Louisiana.................  Welsh Funeral Home, 426 West
                                          New River Street, Gonzales,
                                          Louisiana (an SCI
                                          property).\11\
10. Greensboro, North Carolina.........  Lambeth Troxler Funeral Home,
                                          300 West Wendover Avenue,
                                          Greensboro, North Carolina (an
                                          SCI property).
11. Hanford, California................  Whitehurst-McNamara Funeral
                                          Service, 100 West Bush Street,
                                          Hanford, California (an
                                          Alderwoods property).
12. Killeen, Texas.....................  Harper-Talasek Funeral Home,
                                          506 North 38th Street,
                                          Killeen, Texas (an Alderwoods
                                          property).
13. Lansing, Michigan..................  1. Estes-Leadley Greater
                                          Lansing Chapel, 325 West
                                          Washtenaw Street, Lansing,
                                          Michigan (an SCI property);
                                          and
                                         2. Estes-Leadley Holt/Delhi
                                          Chapel, 2121 Cedar Street,
                                          Holt, Michigan (an SCI
                                          property).
14. Lexington/West Columbia, South       1. Caughman-Harman Funeral
 Carolina.                                Home, 820 West Dunbar Road,
                                          West Columbia, South Carolina
                                          (an Alderwoods property); and
                                         2. Caughman-Harman Funeral
                                          Home, 5400 Bush River Road,
                                          Columbia, South Carolina (an
                                          Alderwoods property).\12\
15. Lynchburg, Virginia................  1. Diuguid Waterlick Chapel,
                                          21914 Timberlake Road,
                                          Lynchburg, Virginia (an
                                          Alderwoods property); and
                                         2. Diuguid Funeral Service, 811
                                          Wiggington Road, Lynchburg,
                                          Virginia (an Alderwoods
                                          property).
16. Manassas, Virginia.................  Lee Funeral Home, 8521 Sudley
                                          Road, Manassas, Virginia (an
                                          Alderwoods property).
17. Memphis, Tennessee.................  Memorial Park Funeral Home,
                                          5668 Poplar Avenue, Memphis,
                                          Tennessee (an Alderwoods
                                          property).
18. Merced, California.................  1. Ivers & Alcorn Funeral Home,
                                          901 West Main Street, Merced,
                                          California (an SCI property);
                                          and
                                         2. Ivers & Alcorn Funeral Home,
                                          3050 Winton Way, Atwater,
                                          California (an SCI property).
19. Meridian, Mississippi..............  James F. Webb Funeral Home,
                                          2514 7th Street, Meridian,
                                          Mississippi (an SCI property).
20. Miami-Dade County, Florida.........  1. Eternal Light Funeral
                                          Directors Inc., 17250 West
                                          Dixie Highway, North Miami
                                          Beach, Florida (an Alderwoods
                                          property);
                                         2. Blasberg-Rubin-Zilbert
                                          Funeral Chapel, 720 71st
                                          Street, Miami Beach, Florida
                                          (an Alderwoods property); and
                                         3. Levitt-Weinstein Memorial
                                          Chapels, 18840 West Dixie
                                          Highway, North Miami Beach,
                                          Florida (an Alderwoods
                                          property).\13\
21. Newton, Mississippi................  James F. Webb Funeral Home, 100
                                          Old Highway 15 Loop, Newton,
                                          Mississippi (an SCI property).
22. Odessa, Texas......................  Sunset Memorial Funeral Home,
                                          6801 East Highway 80, Odessa,
                                          Texas (an SCI property).
23. Port Orange, Florida...............  Cardwell & Maloney Funeral
                                          Home, 3571 South Ridgewood
                                          Avenue, Port Orange, Florida
                                          (an Alderwoods property).
24. Northern Rockland County, New York.  1. T.J. McGowan Sons Funeral
                                          Home, 71 North Central
                                          Highway, Garnerville, New York
                                          (an Alderwoods property); and
                                         2. T.J. McGowan Sons Funeral
                                          Home, 133 Broadway,
                                          Haverstraw, New York (an
                                          Alderwoods property).\14\
25. Seguin, Texas......................  Palmer Mortuary Inc., 1116
                                          North Austin Street, Seguin,
                                          Texas (an Alderwoods
                                          property).
26. Tulare, California.................  Miller's Tulare Funeral Home,
                                          151 North H Street, Tulare,
                                          California (an Alderwoods
                                          property).
27. Southern Ventura County, California  Conejo Mountain Funeral Home &
                                          Memorial Park, 2052 Howard
                                          Road, Camarillo, California
                                          (an Alderwoods property).
28. Yakima, Washington.................  Shaw & Sons Funeral Directors,
                                          Inc., 201 North 2nd Street,
                                          Yakima, Washington (an
                                          Alderwoods property).
29. Yuma, Arizona......................  Yuma Mortuary & Crematory, 551
                                          West 16th Street, Yuma,
                                          Arizona (an Alderwoods
                                          property).
------------------------------------------------------------------------
\10\ SCI will retain funeral home assets with the ``Hankins &
  Whittington'' name in this market, but, under the terms of the
  Decision and Order, is permitted to use this name only for a period
  limited to twelve months.
\11\ SCI will retain funeral homes with the ``Welsh'' name in this
  geographic market, and thus the proposed Decision and Order includes a
  provision that limits the acquirer's use of this name for the divested
  business to a period of twelve months.
\12\ SCI will retain funeral homes with the ``Caughman-Harman'' name in
  this geographic market, and thus the proposed Decision and Order
  includes a provision that limits the acquirer's use of this name to a
  period of twelve months.
\13\ SCI will retain funeral homes assets with the ``Levitt-Weinstein
  Memorial Chapel'' name in this market, but, under the terms of the
  Decision and Order, is permitted to use this name only for a period
  limited to twelve months.
\14\ SCI will retain funeral homes assets with the ``T.J. McGowan'' name
  in this market, but, under the terms of the Decision and Order, is
  permitted to the ongoing use of this name only for a period limited to
  twelve months.


[[Page 70774]]

2. Cemetery Service Markets and the Required Divestitures

------------------------------------------------------------------------
                                            Properties required to be
              Market area                            divested
------------------------------------------------------------------------
1. Abilene, Texas......................  Elmwood Memorial Park, 5750
                                          U.S. Highway 277 South,
                                          Abilene, Texas (an SCI
                                          property).
2. Baton Rouge, Louisiana..............  Resthaven Gardens of Memory,
                                          11817 Jefferson Highway, Baton
                                          Rouge, Louisiana (an
                                          Alderwoods property).
3. Bradenton/Palmetto, Florida.........  Skyway Memorial Gardens, 5200
                                          U.S. Highway 19, Palmetto,
                                          Florida (an Alderwoods
                                          property).
4. Broward County, Florida.............  Beth David Memorial Gardens &
                                          Chapel, 3201 N.W. 72nd Avenue,
                                          Hollywood, Florida (an
                                          Alderwoods property).
5. Columbia/Lexington, South Carolina..  1. Bush River Memorial Gardens,
                                          5400 Bush River Road,
                                          Columbia, South Carolina (an
                                          Alderwoods property);
                                         2. Elmwood Cemetery, 501
                                          Elmwood Avenue, Columbia,
                                          South Carolina (an Alderwoods
                                          property); and
                                         3. Southland Memorial Gardens,
                                          700 West Dunbar Road, West
                                          Columbia, South Carolina (an
                                          Alderwoods property).
6. Conroe, Texas.......................  Conroe Memorial Park, 1600
                                          Porter Road, Conroe, Texas (an
                                          Alderwoods property).
7. Fort Myers, Florida.................  Fort Myers Memorial Gardens,
                                          1589 Colonial Boulevard, Fort
                                          Myers, Florida (an SCI
                                          property).
8. Macon, Georgia......................  Glen Haven Memorial Gardens,
                                          7070 Houston Road, Macon,
                                          Georgia (an SCI property).
9. Memphis, Tennessee..................  Memorial Park Inc., 5668 Poplar
                                          Avenue, Memphis, Tennessee (an
                                          Alderwoods property).
10. Miami-Dade County, Florida.........  1. Graceland Memorial Park
                                          North, 4420 S.W. 8th Street,
                                          Miami, Florida (an Alderwoods
                                          property); and
                                         2. Graceland South Memorial
                                          Park, 13900 S.W. 117th Avenue,
                                          Miami, Florida (an Alderwoods
                                          property).
11. Nashville, Tennessee...............  Spring Hill Cemetery, 5110
                                          Gallatin Pike, Nashville,
                                          Tennessee (an Alderwoods
                                          property).
12. Ventura County, California.........  Conejo Mountain Funeral Home &
                                          Memorial Park, 2052 Howard
                                          Road, Camarillo, California
                                          (an Alderwoods property).
------------------------------------------------------------------------

B. The Dignity Affiliate Markets

    In six funeral service markets, the Consent Agreement requires that 
SCI, at its option, either divest the Alderwoods property being 
acquired or terminate the SCI licensing relationship with the third-
party Dignity Affiliate. The Consent Agreement also requires that until 
SCI has complied with this requirement in the markets, SCI shall not 
enter into or enforce any agreement or exchange information with the 
Dignity Affiliate regarding actual, suggested, or future prices of 
funeral services.
    Table B lists each of the highly concentrated Dignity Affiliate 
funeral service markets in which the proposed acquisition would create 
a competitive problem, together with the remedy.
Table B
Funeral Service Markets Where Divestiture or Contract Termination is 
Required Relief: (a) Properties That May Be Divested Local Market or 
(b) Dignity Affiliate Contracts That May Be Terminated

------------------------------------------------------------------------
 
------------------------------------------------------------------------
1. Anchorage, Alaska...................  (a) Alderwoods properties that
                                          may be divested: Evergreen
                                          Memorial Chapel, 737 East
                                          Street, Anchorage, Alaska;
                                          Alaska Cremation Center, 3804
                                          Spenard Road, Anchorage,
                                          Alaska; and Evergreen's Eagle
                                          River Funeral Home, 11046
                                          Chugiak Drive, Eagle River,
                                          Alaska; or
                                         (b) Third-party contracts that
                                          may be terminated: Kehl's
                                          Forest Lawn Mortuary, 11621
                                          Old Seward Highway, Anchorage,
                                          Alaska; and Witzleben Family
                                          Funeral Home, 1707 South
                                          Bragaw Street, Anchorage,
                                          Alaska.
2. Hobbs, New Mexico...................  (a) Alderwoods property that
                                          may be divested: Griffin
                                          Funeral Home, 401 North
                                          Dalmont, Hobbs, New Mexico; or
                                         (b) Third-party contracts that
                                          may be terminated: Chapel of
                                          Hope, 3321 North Dal Paso
                                          Street, Hobbs, New Mexico.
3. Klamath Falls, Oregon...............  (a) Alderwoods property that
                                          may be divested: O'Hair &
                                          Riggs Funeral Chapel, 515 Pine
                                          Street, Klamath Falls, Oregon;
                                          or
                                         (b) Third-party contracts that
                                          may be terminated: Eternal
                                          Hills Funeral Home, 4711
                                          Highway 39, Klamath Falls,
                                          Oregon.
4. Mansfield, Ohio.....................  (a) Alderwoods property that
                                          may be divested: Finefrock-
                                          Williams Funeral Home, 350
                                          Marion Avenue, Mansfield,
                                          Ohio; or
                                         (b) Third-party contracts that
                                          may be terminated: Wappner
                                          Funeral Home, 98 South Diamond
                                          Street, Mansfield, Ohio; and
                                          Wappner Funeral Home, 100
                                          South Lexington Springmill
                                          Road, Mansfield, Ohio.
5. Pascagoula, Mississippi.............  (a) Alderwoods properties that
                                          may be divested: Holder Wells
                                          Funeral Home, 4007 Main
                                          Street, Moss Point,
                                          Mississippi; or
                                         (b) Third-party contracts that
                                          may be terminated: O'Bryant-
                                          O'Keefe Funeral Home, 4811
                                          Telephone Road, Pascagoula,
                                          Mississippi; and O'Bryant-
                                          O'Keefe Gautier Funeral Home,
                                          3290 Ladnier Road, Gautier,
                                          Mississippi.

[[Page 70775]]

 
6. Williamsburg, Virginia..............  (a) Alderwoods property that
                                          may be divested: Bucktrout of
                                          Williamsburg, 4124 Ironbound
                                          Road, Williamsburg, Virginia;
                                          or
                                         (b) Third-party contracts that
                                          may be terminated: Nelsen
                                          Funeral Home, 3785 Strawberry
                                          Plains Road, Williamsburg,
                                          Virginia.
------------------------------------------------------------------------


    By direction of the Commission.
Donald S. Clark,
Secretary.
[FR Doc. E6-20591 Filed 12-5-06; 8:45 am]
BILLING CODE 6750-01-P