03/21/2000 01:45 PM Senate MER

JOINT SPECIAL COMMITTEE ON MERGERS                                                                                              
 March 21, 2000                                                                                                                 
1:45 P.M.                                                                                                                       
                                                                                                                                
MEMBERS PRESENT                                                                                                                 
                                                                                                                                
Senator Rick Halford, Chairman                                                                                                  
Representative Joe Green, Vice-Chairman                                                                                         
Senator Drue Pearce                                                                                                             
Representative Brian Porter                                                                                                     
                                                                                                                                
MEMBERS ABSENT                                                                                                                  
                                                                                                                                
Senator Johnny Ellis                                                                                                            
Representative Beth Kerttula                                                                                                    
Representative Jim Whitaker                                                                                                     
                                                                                                                                
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, 1/18/00,                                                                
1/19/00, 2/8/00 and 2/24/00.                                                                                                    
                                                                                                                                
ACTION NARRATIVE                                                                                                                
                                                                                                                                
TAPE 00-12, SIDE A                                                                                                              
Number 0001                                                                                                                     
                                                                                                                                
CHAIRMAN HALFORD called the Joint Special Committee on Mergers                                                                  
meeting to order at 1:45 p.m.  Members present at the call to order                                                             
were Senators Halford and Pearce and Representatives Green and                                                                  
Porter.  He noted that the committee has not met since the Phillips                                                             
Petroleum announcements, which have received some positive                                                                      
reception.                                                                                                                      
                                                                                                                                
SENATOR PEARCE likened the committee's attempts to take a position                                                              
on the proposed merger, in its various iterations, to shooting a                                                                
moving target in that the committee knew there were meetings going                                                              
on with the Federal Trade Commission (FTC) that the committee was                                                               
not privy to.  With regard to Alaskan interests, a solution was                                                                 
announced last week which became part of an amended charter.  She                                                               
specified that the "solution" is for Phillips Petroleum to purchase                                                             
all of the Alaskan assets of ARCO.  Senator Pearce believes that                                                                
the committee should take some sort of formal position on that.                                                                 
                                                                                                                                
Number 0142                                                                                                                     
                                                                                                                                
SENATOR PEARCE made a motion that Chairman Halford prepare a letter                                                             
on behalf of the Joint Special Committee on Mergers to the FTC.                                                                 
She specified that the letter should say, "We wholeheartedly                                                                    
endorse the purchase of ARCO Alaska assets by Phillips Petroleum                                                                
Company and once again, urging the FTC, for their part, to move                                                                 
forward with final approval through a consent decree of the merger                                                              
as soon as they possibly can."                                                                                                  
                                                                                                                                
SENATOR PEARCE related her understanding that this is not the only                                                              
piece that is on the table and being negotiated.  However, she felt                                                             
that it would be useful for the committee to signal, along with the                                                             
Governor's actions, approval [of the merger with the divestiture to                                                             
Phillips Petroleum Company].  Senator Pearce requested that the                                                                 
motion be approved by unanimous consent.                                                                                        
                                                                                                                                
CHAIRMAN HALFORD asked if there were any objections.  There being                                                               
none, it was so ordered and the motion carried.                                                                                 
                                                                                                                                
CHAIRMAN HALFORD announced that he hoped to get the letter out in                                                               
a day or so.  Although the next step is unknown at this point,                                                                  
hopefully it will be a consent decree and resolution.                                                                           
                                                                                                                                
REPRESENTATIVE GREEN commented that when he started in engineering                                                              
40 years ago, Phillips Petroleum was always a highly regarded                                                                   
company.  He noted that he has heard nothing to change that view.                                                               
                                                                                                                                
CHAIRMAN HALFORD commented that he was impressed with Phillips                                                                  
Petroleum as well.  Furthermore, the company's size illustrates its                                                             
dependence on success in Alaska.                                                                                                
                                                                                                                                
REPRESENTATIVE GREEN agreed that to be of key importance.                                                                       
                                                                                                                                
ADJOURNMENT                                                                                                                     
                                                                                                                                
There being no further business before the committee, the Joint                                                                 
Special Committee on Mergers meeting was adjourned at 1:50 p.m.