Service Corporation International

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IN THE MATTER OF SERVICE CORPORATION INTERNATIONAL CONSENT ORDER, ETe., IN REGARD TO ALLEGED VIOLATION OF SEe. 7 OF THE CLAYTON ACT AND SEe. OF THE FEDERAL TRADE COMMISSION ACT Docket C-3579. Complaint, May 16, 1995--Decision, May 16, 1995 This consent order requires, among other things, the Texas corporation to divest to a Commission-approved acquirer, the U niservice 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. Appearances For the Commission: K. Shane Woods and Charles A. Harwood. For the respondent: Michael H. Byowitx, Wachtel!, Liptol1, Rosen & Katz, New York, N.

COMPLAINT Pursuant to the provisions of the Federal Trade Commssion Act and by virtue of the authority vested in it by said Act, the Federal Trade Commission, having reason to believe that Service Corporation International ("SC1" ), a corporation, through its wholly-owned subsidiaries SC1 Oregon Funeral Services, Inc. , a corporation, and UC Acquisition Corp., a corporation, have entered into an agreement with Uniservice Corporation ("Uniservice ), a corporation, that violates said Act and it appearing to the Commission that a proceeding by it in respect thereof would be in the public interest hereby issues its complaint, stating its charges as follows: I. DEFINtTIONS 1. For the purposes of this complaint, the following definitions shall apply:

SERVICE CORPORATION INTERNATIONAL 661 660 Complaint a. SCI" means Service Corporation International its predecessors, subsidiaries, divisions, and groups and affliates controlled by Service Corporation International, their successors and assigns, and their directors, offcers, employees, agents, and representatives.

b. Uniservice means Uniservice Corporation, its predecessors subsidiaries, divisions, and groups and affiiates controlled by Uniservice Corporation, their successors and assigns, and their directors, officers, employees, agents, and representatives. c. Funerals means a group of services provided at the death of an individual, the focus of which is some fonn of commemorative ceremony concerning the deceased at which ceremony the body is present; this group of services ordinarly includes, but is 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. Perpetual care cemetery services means the provision of plots of land for, and the services associated with, including cemetery maintenance and upkeep, the final disposition of human remains by burial.

e. Medford area means Medford, Oregon, and its immediate environs.

II. THE RESPONDENT 1. Respondent SCI is a corporation organized, existing and doing business under and by virtue of the laws of the State of Texas with its offce and principal place of business located at 1929 Allen Parkway, Houston, Texas.

2. Uniservice is a corporation organized, existing and doing business under and by virtue of the laws of the State of Oregon, with its office and principal place of business located at 415 N. Killingsworth Street, Portland, Oregon.

3. SC1 and Uniservice are, and at all times relevant herein have been, engaged in commerce, as "commerce" is defined in Section 1 of the Clayton Act, 15 U. e. 12 , and are corporations whose businesses are in or affecting commerce, as "commerce" is defined in Section 4 of the Federal Trade Commission Act, 15 U. e. 44. Complaint 119 FTC. II THE ACQUISITION 1. On or about October 5 , 1994, SCI entered into an Agreement and Plan of Merger with Uniservice, in which SCI would acquire 100% of the voting securities of Uniservice. IV. THE RELEV ANT MARKETS 1. The relevant lines of commerce in which to evaluate the effects of the acquisition are the provision of funerals and the provision of perpetual care cemetery services.

2. The relevant section of the country in which to evaluate the effects of the acquisition is the Medford area. 3. SC1 and Uniservice both own funeral establishments and own or operate perpetual care cemeteries in the Medford area, and compete in the provision of funerals and perpetual care cemetery services.

4. The markets for funerals and perpetual care cemetery services in the Medford area are highly concentrated, whether measured by the Herfndahl-Hirschmann Index or by two-firm or four-firm concentration ratios.

5. Entry into the relevant markets is difficult. V. EFFECTS OF THE ACQUISITION 1. The effects of the acquisition may be to substantially lessen competition in each of the relevant markets in violation of Section 7 of the Clayton Act, 15 U. e. 18, and Section 5 of the Federal Trade Commssion Act, 15 U. e. 45, in the following ways, among others: a. By eliminating actual competition between SCI and Uniservice; and b. By tending to create a dominant firm in the relevant markets. VI. VIOLATION CHARGED 1. The agreement described above violates Section 5 of the Federal Trade Commission Act, 15 U. e. 45 , and the acquisition described above, if consummated, would violate Section 7 of the SERVICE CORPORATION INTERNAnONAL 663 660 Decision and Order Clayton Act, 15 U. e. 18 , and Section 5 of the Federal Trade Commission Act, 15 U. e. 45.

DECISION AND ORDER The Federal Trade Commission ("Commssion ), having initiated an investigation of the acquisition of the voting securities of Uniservice Corporation by respondent and respondent having been furnished thereafter with a copy of a draft of complaint that the Bureau of Competition presented to the Commission for its consideration and which, if issued by the Commission, would charge respondent with violations of Section 7 of the Clayton Act, as amended, IS U.se. 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U. e. 45; and The respondent, its attorneys, and counsel for the Commission having thereafter executed an agreement containing a consent order an admission by respondent of all the jurisdictional facts set forth in the aforesaid draft of the complaint, a statement that the signing of said agreement is for settlement purposes only and does not constitute an admission by respondent that the law has been violated as alleged in such complaint, and waivers and other provisions as required by the Commission s Rules; and The Commission having thereafter considered the matter and having determined that it had reason to believe that respondent has violated the said Acts, and that a complaint should issue stating its charges in that respect, and having thereupon accepted the executed consent agreement and placed such agreement on the public record for a period of sixty (60) days, now in further confornty with the procedure prescribed in Section 2.34 of its Rules, the Commission hereby issues its complaint, makes the following jurisdictional findings and enters the following order:

1, 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 offce and principal place of business located at 1929 Allen Parkway, Houston, Texas. 2. The Federal Trade Commssion has jurisdiction of the subject matter of this proceeding and of the respondent, and the proceeding is in the public interest.

Decision and Order 119 FTC. ORDER It is ordered That, as used in this order, the following definitions shall apply:

A. Respondent or SC!" means Service Corporation International, its predecessors, subsidiaries, divisions, and groups and affliates controlled by Service Corporation International, their successors and assigns, and their directors, offcers, employees, agents, and representatives.

B. Commission means the Federal Trade Commission, e. 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 is 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 arangement 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.

1. 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; SERVICE CORPORA non INTERNAnONAL 665 660 Decision and Order 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 SC1 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), suppliers sales representatives, distributors, agents, 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 establishments, cemeteries and crematories:

1. Perl Funeral Home 426 W. 6th Street Medford, OR 2. Perl With Siskiyou Funeral Service 2100 Siskiyou Boulevard Medford, OR 3. Siskiyou Memorial Park (cemetery) 2100 Siskiyou Boulevard Medford, OR 4, Siskiyou Memorial Park (crematory) 2100 Siskiyou Boulevard Medford, OR Decision and Order 119 FTC. 11.

It is further ordered That:

A, Respondent shah divest, absolutely and in good faith, within twel ve 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 fih 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 1.1.8 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.

e. Pending divestiture of the Properties to be Divested respondent shan 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 ordi nary 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 1. The Agreement to Hold Separate shall continue in effect until such time as respondent has divested aH the Properties to be Divested as required by this order.

SERVICE CORPORATION INTERNAnONAL 667 660 Decision and Order It is further ordered, That:

A. If SC1 has not divested, absolutely and in good faith and with the Commssion 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 Section 5(1) of the Federal Trade Commission Act, e. 45(1), or any other statute enforced by the Commission, SCI shah 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 shah preclude the Commission or the Attorney General from seeking civil penalties or any other relief available to , including a court-appointed trustee, pursuant to Section 5(1) 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 Commssion or a court pursuant to paragraph II1.A. of this order, respondent shah consent to the following terms and conditions regarding the trustee s powers, duties authority, and responsibilities:

1. The Commssion shah 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 Dccision and Order 119 FTC. 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 II. 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. S. 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 extcnd 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 min mum 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 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 SERVICE CORPORA non INTERNATIONAL 669 660 Decision and Order 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 tennnated. The trustee compensation shall be based at least in significant part on a commission arangement contingent on the trustee s divesting the Properties to be Divested.

8. Respondent shall indemnify the trustee and hold the trustee haress against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee 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 II1.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 Decision and Order 119 FTC. the sale of funerals or cemetery services in Jackson County, Oregon; 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.

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 11 and 11 of this order respondent shall submit to the Commission a verified written report setting forth in detail the manner and fonn in which it intends to comply, is complying, and has complied with paragraphs 11 and 11 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 11 and 11 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 (I) 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. VI.

It isfurther 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 SERVICE CORPORATION INTERNATIONAL 671 660 Decision and Order 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 offce 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 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 USe. 41 seq. (collectively, "Parties PREMISES Whereas on or about October 5, 1994, SC1 entered into an Agreement and Plan of Merger with Uniservice Corporation ("Uniservice ), in which (I) UC Acquisition Corp., a wholly-owned Decision and Order 119 FTC. 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 provide cemetery services and crematories that provide cremations to consumers; and Whereas, if the Commission accepts the Agreement Containing Consent Order ("SCIlniservice Consent Agreement ), the Commission must place the SCl!niservice 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 SCIlniservice 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 SCIlUniservice 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 SCllUniservice 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 ilegal; 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 Commssion 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 the proposed order in the SCIlniservice Consent Agreement it will grant early tennnation of the Hart-Scott-Rodino waiting period, and unless the Commission SERVICE CORPORA non INTERN A nONAL 673 660 Decision and Order determines to reject the SCllUniservice 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 SCllUniservice 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 SCIlniservice Consent Agreement as follows:

J. SCI agrees to execute and be bound by the SCllUniservice 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 SCIlniservice 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 SCllUniservice Consent Agrecment are accomplished. SCl'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 syst s, and computer support, as Uniservice provided to the Hold Separate Assets prior to the acquisition.

Decision and Order 119 FTC. 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.

r. SC1 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 receivc 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 SC1 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 earning 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 suffcient working capital to operate at their current levels.

i. SCI shall refrain from, directly or indirectly, encumbering, selling, disposing of, or causing to be transferrcd 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 Commssion seek in any proceeding to compel SC1 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, SC1 shall not raise any objection based upon the SERVICE CORPORA non INTERNA nONAL 675 660 Decision and Order early tennination of the applicable Har-Scott-Rodino Antitrust Improvements Act waiting period or the fact that the Commssion has permitted the Acquisition. SCI also waives all right to contest the validity of this Agreement.

4. For the purpose of determining or securing compliance with this agreement, subject to any legally recognized privilege, and upon written request with reasonable notice to respondent made to their principal offces, 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 offcers or employees of respondent, who may have counsel present, regarding such maters. This agrecment shall not be binding until approved by the Commission.

EXHIBIT A Hold Separate Assets 1. Perl Funeral Home 426 W. 6th Street Medford, OR 2. Perl With Siskiyou Funeral Service 2100 Siskiyou Boulevard Medford, OR 3. Siskiyou Memorial Park (cemetery) 2100 Siskiyou Boulevard Medford, OR 4. Siskiyou Memorial Par (crematory) 2100 Siskiyou Boulevard Medford, OR Complaint 119 FTC.