Legislature(1999 - 2000)

01/25/2000 01:37 PM House MER

Audio Topic
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
txt
JOINT SPECIAL COMMITTEE ON MERGERS                                                                                              
                        January 25, 2000                                                                                        
                           1:37 P.M.                                                                                            
                                                                                                                                
MEMBERS PRESENT                                                                                                                 
                                                                                                                                
Senator Rick Halford, Chairman                                                                                                  
Representative Joe Green, Vice-Chairman                                                                                         
Senator Drue Pearce                                                                                                             
Senator Johnny Ellis                                                                                                            
Representative Beth Kerttula                                                                                                    
Representative Brian Porter                                                                                                     
Representative Jim Whitaker                                                                                                     
                                                                                                                                
MEMBERS ABSENT                                                                                                                  
                                                                                                                                
All members present                                                                                                             
                                                                                                                                
COMMITTEE CALENDAR                                                                                                              
                                                                                                                                
Discussion of BP Amoco/ARCO merger                                                                                              
                                                                                                                                
PREVIOUS ACTION                                                                                                                 
                                                                                                                                
See the Joint Special Committee on Mergers minutes dated 6/11/99,                                                               
7/28/99, 9/24/99, 9/25/99, 11/18/99, 11/19/99, 1/12/00, and                                                                     
1/18/00.                                                                                                                        
                                                                                                                                
ACTION NARRATIVE                                                                                                                
                                                                                                                                
TAPE 00-09, SIDE A                                                                                                              
Number 001                                                                                                                      
                                                                                                                                
CHAIRMAN HALFORD called the Joint Committee on Mergers meeting to                                                               
order at 1:37 p.m. and said they had turned in the required report                                                              
of their activities to date.  Part of the Committee's charge was to                                                             
recommend statutory changes, but there weren't any.  The Committee                                                              
didn't know what the target was because of ongoing negotiations.                                                                
He proposed a discussion of where the Committee wanted to go from                                                               
here.                                                                                                                           
                                                                                                                                
SPEAKER PORTER agreed and added that he thought an opinion from the                                                             
Committee would have limited effect on the FTC's overall decision,                                                              
although he wouldn't feel uncomfortable asking BP to revisit their                                                              
original commitment for exploration and development.  For the                                                                   
record he read the consultant's conclusion:  "The only adequate                                                                 
protection for the State of Alaska's interest and for the                                                                       
protection of competition to require at least the sale of ARCO's                                                                
Alaskan operations as an integrated entity with an existing                                                                     
management, employees, and organization to a large domestic oil                                                                 
company that would after review, appear to be fully committed to                                                                
extending ARCO's past history and position in responsibly                                                                       
developing Alaska's resources."                                                                                                 
                                                                                                                                
He said according to testimony from Kevin Meyers, President ARCO                                                                
Alaska,  that ARCO's position is not going to stay the same in any                                                              
event - with or without the merger.  He didn't think going back to                                                              
the status quo was possible.  He didn't want to offer something                                                                 
when they didn't know what negotiations were going on now.                                                                      
                                                                                                                                
SENATOR ELLIS asked if he objected to forwarding the consultant's                                                               
conclusions to their colleagues.                                                                                                
                                                                                                                                
SPEAKER PORTER said no, but he wouldn't recommend for the merger,                                                               
against the merger, or neutral; and didn't want to do anything.                                                                 
                                                                                                                                
SENATOR ELLIS asked if he was making a specific proposal to                                                                     
continue the work and during that ask the company to revisit the                                                                
commitment of $5 billion somewhere during the Charter.                                                                          
                                                                                                                                
SPEAKER PORTER said what he said before was the conclusion of his                                                               
general remarks.                                                                                                                
                                                                                                                                
CHAIRMAN HALFORD said the deadline for the report has been met, but                                                             
the resolution continued the Committee through this session. He                                                                 
thought a continuing review of the proposals was appropriate.  It's                                                             
a question of what people want as a conclusion or step at this                                                                  
point.                                                                                                                          
                                                                                                                                
Number 136                                                                                                                      
                                                                                                                                
REPRESENTATIVE GREEN asked if they are going beyond what was really                                                             
expected of them if they go from a review to a proponent position.                                                              
                                                                                                                                
                                                                                                                                
REPRESENTATIVE KERTTULA shared everyone's concerns about having a                                                               
complex moving target, but she thought under the resolution, it                                                                 
wasn't just statutory changes they were supposed to suggest.  They                                                              
were supposed to take appropriate actions to insure the best                                                                    
interests of the State are protected.  They could talk about                                                                    
conditions and commitments from BP/ARCO and maybe a consent decree.                                                             
Given the interest of the public in the State, the Committee should                                                             
put together what they agree on as findings and add suggestions as                                                              
a result of the report.                                                                                                         
                                                                                                                                
SENATOR ELLIS agreed with Representative Kerttula saying that they                                                              
are a Special Committee on the merger, not the Charter.  He thought                                                             
they should be decisive and make a recommendation.                                                                              
                                                                                                                                
Number 212                                                                                                                      
                                                                                                                                
REPRESENTATIVE WHITAKER said he thought the Committee was agreeing                                                              
with their consultants by passing on their letter and the                                                                       
consultant's report.  He thought developing a consensus would be                                                                
difficult and could be divisive and send no message at all.                                                                     
                                                                                                                                
REPRESENTATIVE KERTTULA said she would agree if they are agreeing                                                               
with what the consultants were saying, but she didn't understand                                                                
that was what they were doing.                                                                                                  
                                                                                                                                
CHAIRMAN HALFORD stated that in sending the recommendations on,                                                                 
they are obviously endorsing the general package, although                                                                      
everything is moving at this point.  He thought the bottom line for                                                             
Alaska was to get a vertically integrated competitor in Alaska.  It                                                             
sounds like the Administration's efforts were trying to get there.                                                              
It sounds like the FTC's efforts are trying to get there, also.                                                                 
                                                                                                                                
REPRESENTATIVE GREEN said he is concerned that if they come up with                                                             
suggestions that are counter to negotiations coming to a closure,                                                               
the Committee might just create a lot more problems.  It seems like                                                             
the FTC would either ignore their suggestions or they would "accept                                                             
things back."  If the suggestions were to be ignored, they wouldn't                                                             
have accomplished anything.  If the Committee has no legal                                                                      
standing, whatever they recommend would be after the fact.                                                                      
                                                                                                                                
CHAIRMAN HALFORD said if people want an update of the latest legal                                                              
information, they could have an executive session; but he thought                                                               
it was a policy question of whether they wanted to go on and then,                                                              
in what manner.                                                                                                                 
                                                                                                                                
Number 252                                                                                                                      
                                                                                                                                
SENATOR PEARCE shared Representative WHITAKER's concerns about                                                                  
creating a situation where the Legislature ends up either taking                                                                
action or through it's inability to take action even though it                                                                  
tried, sends an extremely mixed message in terms of support of the                                                              
Charter and of the merger.  She noted that the Committee members                                                                
have confidential information that other members are not privy to                                                               
and cannot be made privy to.  So there is an unequal playing field                                                              
in some respects which has led to some misunderstandings on the                                                                 
part of other legislators in terms of what the merger means to                                                                  
Alaska.  There is no way those can be cleared up, unfortunately.                                                                
                                                                                                                                
She thought it might be good to leave things as they are now and                                                                
give the Committee a chance in the future to voice its opinion on                                                               
specific issues that may come up - since this is a moving target.                                                               
                                                                                                                                
Rather than tying the Legislature up into knots that even it                                                                    
doesn't understand, she would feel more comfortable if they left                                                                
themselves the clear opportunity to come out with a clear committee                                                             
position at a future date on some specific questions.  There were                                                               
no specific questions before them right now.                                                                                    
                                                                                                                                
Number 294                                                                                                                      
                                                                                                                                
SENATOR ELLIS said he wanted to make sure there was a clear                                                                     
understanding if they adopt the report and forward it on to their                                                               
colleagues and what that means.  The consultants have said the                                                                  
merger is a bad idea for documented reasons.  That is what it would                                                             
mean to him and he wanted to know if thats what it meant to other                                                               
members of the special committee.                                                                                               
                                                                                                                                
CHAIRMAN HALFORD said Senator Ellis opposed the merger, but it                                                                  
would be easier for him if he knew what the real merger proposal                                                                
was right now.  He has heard proposals he could conceivably support                                                             
from the rumor mill, but they represent the virtual recreation of                                                               
ARCO.  If they get to that point, they have gotten to a position he                                                             
can support.  That's prospective.                                                                                               
                                                                                                                                
SENATOR PEARCE moved to take the Committee into executive session                                                               
since there was confidential information that they needed to                                                                    
discuss.                                                                                                                        
                                                                                                                                
At approximately 2:15 p.m. the Committee went into executive                                                                    
session.                                                                                                                        
                                                                                                                                
The Committee reconvened at approximately 3:43 p.m.                                                                             
                                                                                                                                
CHAIRMAN HALFORD announced the report had been delivered to the                                                                 
presiding officers and as soon as the Committee had anything                                                                    
definitive to act on, they would meet again.  At this point, it is                                                              
apparent that of the proposals that are currently on the table,                                                                 
none of them have the legs to be anything the FTC is considering                                                                
that seriously.  The Committee needs something from them before                                                                 
they go forward.  He asked if there were any comments.                                                                          
                                                                                                                                
REPRESENTATIVE KERTTULA asked if they would definitely meet again                                                               
when they were at that point.                                                                                                   
                                                                                                                                
CHAIRMAN HALFORD answered "definitely."  He adjourned the meeting                                                               
at 3:44.                                                                                                                        

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