Legislature(1999 - 2000)

01/25/2000 01:37 PM Senate 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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