Legislature(1999 - 2000)

04/23/1999 05:10 PM House WTR

Audio Topic
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
txt
       HOUSE SPECIAL COMMITTEE ON WORLD TRADE                                                                                   
            AND STATE/FEDERAL RELATIONS                                                                                         
                  April 23, 1999                                                                                                
                     5:10 p.m.                                                                                                  
                                                                                                                                
                                                                                                                                
MEMBERS PRESENT                                                                                                                 
                                                                                                                                
Representative Ramona Barnes, Chair                                                                                             
Representative John Cowdery, Vice Chair                                                                                         
Representative Beverly Masek                                                                                                    
Representative Gail Phillips                                                                                                    
Representative Joe Green                                                                                                        
Representative Ethan Berkowitz                                                                                                  
Representative Reggie Joule                                                                                                     
                                                                                                                                
MEMBERS ABSENT                                                                                                                  
                                                                                                                                
All members present                                                                                                             
                                                                                                                                
OTHER HOUSE MEMBERS PRESENT                                                                                                     
                                                                                                                                
Representative Brian Porter                                                                                                     
Representative John Coghill                                                                                                     
Representative Scott Ogan                                                                                                       
Representative Eldon Mulder                                                                                                     
Representative Beth Kerttula                                                                                                    
Representative Sharon Cissna                                                                                                    
                                                                                                                                
SENATE MEMBERS PRESENT                                                                                                          
                                                                                                                                
Senator Pete Kelly                                                                                                              
                                                                                                                                
COMMITTEE CALENDAR                                                                                                              
                                                                                                                                
OVERSIGHT HEARING:  PROPOSED PURCHASE OF ARCO, INC. BY BP AMOCO                                                                 
                    BP AMOCO AND ARCO TESTIMONY                                                                                 
                                                                                                                                
PREVIOUS ACTION                                                                                                                 
                                                                                                                                
See House Special Committee on World Trade and State/Federal                                                                    
Relations minutes dated 4/13/99, 4/15/99 and 4/20/99.                                                                           
                                                                                                                                
WITNESS REGISTER                                                                                                                
                                                                                                                                
KEVIN MEYERS, President                                                                                                         
ARCO Alaska                                                                                                                     
                                                                                                                                
RICHARD CAMPBELL, President                                                                                                     
BP Exploration Alaska                                                                                                           
                                                                                                                                
ACTION NARRATIVE                                                                                                                
                                                                                                                                
TAPE 99-13, SIDE A                                                                                                              
Number 0001                                                                                                                     
                                                                                                                                
CHAIR RAMONA BARNES called the House Special Committee on World                                                                 
Trade and State/Federal Relations meeting to order at 5:10 p.m.                                                                 
Members present at the call to order were Representatives Barnes,                                                               
Cowdery, Masek, Green, Berkowitz and Joule.  Representative                                                                     
Phillips arrived at 5:11 p.m.  She noted the presence of                                                                        
Representatives Porter, Coghill, Ogan, Mulder, Kerttula, and Cissna                                                             
as well as Senator Pete Kelly.                                                                                                  
                                                                                                                                
Number 0125                                                                                                                     
                                                                                                                                
KEVIN MEYERS, President, ARCO Alaska, began by noting that ARCO has                                                             
been a major player in Alaska for 45 years.  He commented that                                                                  
ARCO's business in Alaska is in excellent shape and has had                                                                     
exploration success.  ARCO Alaska is developing new fields and,                                                                 
despite the record low oil prices of recent months, is on track                                                                 
with regard to stabilizing ARCO's share of North Slope production.                                                              
He expressed ARCO's pride in its history in Alaska.  He predicted                                                               
a bright future for the oil industry in Alaska with continued                                                                   
efforts to drive down operating and developing costs, and continued                                                             
access to exploration acreage, and a continued working partnership                                                              
with the state.  Having said that, he acknowledged that many                                                                    
Alaskans were surprised to hear that ARCO had approached BP-Amoco                                                               
and proposed a acquisition; many are questioning why.  He offered                                                               
to answer questions, but noted that he may not be able to answer                                                                
them all because for some questions there are no answers yet.                                                                   
Other questions can't be answered because ARCO has entered what the                                                             
Securities and Exchange Commission (SEC) calls the "quiet period."                                                              
During the "quiet period," ARCO employees are prohibited from                                                                   
saying anything that could be construed as urging our shareholders                                                              
to approve the joining of ARCO with BP-Amoco.  He compared the                                                                  
"quiet period" to some of the laws and restrictions that keep                                                                   
legislators from lobbying within so many feet of a polling place                                                                
prior to an election.  This restriction will apply until ARCO's                                                                 
proxy statement has been filed and approved by the SEC.  The proxy                                                              
statement will provide detailed information on this transaction.                                                                
He noted that SEC rules do not prevent him from discussing the                                                                  
impact this merger will have on Alaska which he believed would be                                                               
positive.                                                                                                                       
                                                                                                                                
MR. MEYER believed that combining ARCO Alaska and BP-Amoco would                                                                
allow the restructuring of ARCO's Alaskan operations, eliminate                                                                 
duplication, lower ARCO Alaska's operating costs, and create new                                                                
opportunities for growth on the North Slope.  All of which will                                                                 
result in more capital spending, greater ultimate oil recovery,                                                                 
higher production and more state revenue.  Although this merger                                                                 
will create short-term pain for many, it is also key to a better                                                                
future for the Alaskan oil industry.  He stated that today's tough                                                              
business climate makes continued consolidation of ARCO Alaska's                                                                 
operations on the North Slope inevitable.  In order to remain a                                                                 
viable industry and attract new investment, operating costs must be                                                             
reduced as production continues to decline.  Simultaneously, the                                                                
record low oil prices of the last few months have had a significant                                                             
negative impact on the industry's earnings and cash flow.  ARCO                                                                 
Alaska has emerged from this last year and a half with a new                                                                    
understanding of what it's going to take to remain competitive in                                                               
the oil business. He stressed that being a low-cost producer will                                                               
be key to a successful long-term future.                                                                                        
                                                                                                                                
Number 0423                                                                                                                     
                                                                                                                                
MR. MEYER acknowledged that many are concerned about the merger and                                                             
how it will affect the suppliers, the contractors, and jobs.   All                                                              
those concerns are understandable, but even without this                                                                        
acquisition change was imminent.  When the news of this deal became                                                             
public, ARCO and BP were engaged in serious discussions aimed at                                                                
establishing a single operator at Prudhoe Bay to achieve some of                                                                
those aforementioned cost savings.  However, Mr. Meyer emphasized                                                               
that this transaction would deliver much more cost savings than a                                                               
single operator; "...it better aligns the interest of BP-Amoco with                                                             
the remaining PBU [Prudhoe Bay Unit] owners, and it delivers                                                                    
additional slope-wide cost savings and efficiencies."  He returned                                                              
to the issue of loss of jobs.  Although it will be very difficult                                                               
to see those who have made significant contributions go, the only                                                               
way to build a better future for Alaska's oil industry is to make                                                               
operations as cost effective as possible.  He commented that he has                                                             
personally seen what can happen when the cost is taken out of                                                                   
operations.  He recalled 1994 when oil prices plummeted to $15 a                                                                
barrel and ARCO Alaska's long-term plan showed years of declining                                                               
North Slope production, in terms of our share and in terms of the                                                               
gross.  At that time, ARCO Alaska made some difficult, but                                                                      
necessary decisions such as the elimination of a large portion of                                                               
its work force.  He informed the committee, "Since 1994 ARCO Alaska                                                             
has eliminated over 900 jobs in the Alaska, that's our employee's                                                               
jobs, including more than 200 middle management positions."  ARCO                                                               
Alaska changed the way it purchases goods and services, forged new                                                              
agreements with suppliers and contractors, used technology and                                                                  
facility sharing agreements all in order to reduce costs.  That                                                                 
resulted in the removal of over 25 percent of ARCO's operating                                                                  
costs from its Alaska operations which would allow survival of low                                                              
oil prices.  More importantly, the new cost structure allowed the                                                               
pursuit of new projects that were previously not feasible such as                                                               
additional drilling in existing fields, the [indisc.] inject and                                                                
expansion project, satellite exploration and development, et                                                                    
cetera.  He said that ARCO Alaska's low-cost structure allowed it                                                               
to increase its investment in Alaska.  ARCO Alaska challenged its                                                               
employees to make the most of the new low-cost structure which is                                                               
embodied in No Decline After '99, a plan to stop decline in                                                                     
production.                                                                                                                     
                                                                                                                                
Number 0664                                                                                                                     
                                                                                                                                
MR. MEYER said that after ARCO's executive management reviewed                                                                  
ARCO's global portfolio and ARCO Alaska, they liked what they saw.                                                              
Due to this new cost structure, funding for Alaska increased.  Over                                                             
the last five years, ARCO's capital spending in Alaska has                                                                      
increased three-fold from ARCO Alaska.  Once again this illustrates                                                             
the benefits of the reduction of the cost structure, in terms of                                                                
increased spending and increased production.  "Last year for the                                                                
second year in a row, ARCO replaced every barrel we produced in                                                                 
Alaska in 1998."  He also mentioned that ARCO kick-started a new                                                                
Alaskan industry when it awarded contracts to two Alaskan companies                                                             
for the fabrication of the fist sea lift modules built in Alaska.                                                               
Furthermore, the startup of Alpine 2000 will deliver on No Decline                                                              
After '99.  All this is tangible evidence that low cost operations                                                              
result in increased investment and new opportunities.  Therefore,                                                               
efforts must continue to drive cost out of the system which is "why                                                             
combining our Alaska operations with BP's Alaska operations is the                                                              
right thing to do."  Mr. Meyer said that he believed the merger                                                                 
would create new investment opportunities on the North Slope.  He                                                               
acknowledged that the Knowles Administration and this committee                                                                 
have a responsibility to carefully examine this transaction and he                                                              
welcomed their interest and questions.  He expressed confidence                                                                 
that all the concerns identified by the Governor's team can be                                                                  
addressed.  Furthermore, he predicted that state and federal                                                                    
officials will conclude that this merger is in the best interest of                                                             
the state as well as the nation.  Over the long term the merger                                                                 
will result in "more investment in Alaska, more exploration, more                                                               
new fields, more production, more state revenue."                                                                               
                                                                                                                                
MR. MEYER informed the committee that prior to regulatory approval                                                              
of this merger, ARCO will continue to operate as an independent                                                                 
company pursuing its plans for production growth in Alaska.  He                                                                 
said, "Our capital spending program this year will not be reduced.                                                              
I am pleased to tell you the Alpine project is on track."  He                                                                   
stated that ARCO Alaska will continue to explore for new fields, to                                                             
participate in state and federal lease sales, and bid at the                                                                    
upcoming National Petroleum Reserve-Alaska (NPR-A) lease sale,                                                                  
totally independent of BP-Amoco.  Furthermore, ARCO Alaska will                                                                 
continue to support the community service organizations, protect                                                                
the environment and the safety of employees.  "In short, it's going                                                             
to be business as usual until this deal is approved."  Mr. Meyer                                                                
identified the goal as simply to deliver to BP-Amoco a well run                                                                 
company with quality assets and tremendous growth potential.  With                                                              
regard to assets, he clarified that he was not only speaking of the                                                             
rock and the steel, but more importantly the employees of ARCO                                                                  
Alaska.                                                                                                                         
                                                                                                                                
MR. MEYER, in closing, reiterated that ARCO supports and wants this                                                             
combination to be successful.  He pointed out that BP-Amoco was                                                                 
chosen for many easily quantified business reasons; moreover,                                                                   
BP-Amoco has made a commitment to treat ARCO's employees with                                                                   
respect and fairness.  He noted that departing employees will                                                                   
receive generous severance packages and enhanced retirement                                                                     
benefits.  Furthermore, ARCO knows BP-Amoco very well.  Since the                                                               
discovery of Prudhoe Bay more than 30 years ago, BP-Amoco and ARCO                                                              
have been partners and competitors.  Both share a common commitment                                                             
to the development and marketing of cleaner burning fuels, to                                                                   
operating in an environmentally responsible manner, and to being                                                                
good corporate citizens.  He emphasized the commonality of a                                                                    
40-year history of commitment to Alaska.                                                                                        
                                                                                                                                
CHAIR BARNES informed everyone that the testimony of the two                                                                    
presidents would be completed prior to any questions.                                                                           
                                                                                                                                
Number 0868                                                                                                                     
                                                                                                                                
RICHARD CAMPBELL, President, BP Exploration Alaska, commented that                                                              
the merger begins a journey towards a new future for Alaska.  "Two                                                              
great Alaskan companies have taken the first steps towards becoming                                                             
a single, more competitive Alaskan company that is positioned for                                                               
the challenges and the opportunities of the Twenty-first Century."                                                              
He recognized that this merger has come as a shock to many Alaskans                                                             
and has spawned concern due to the central role both ARCO and BP                                                                
have played in Alaska's economic and social fabric for more than                                                                
three decades.  He offered assurance that the vital economic and                                                                
social role of both companies will continue after the merger.  Mr.                                                              
Campbell emphasized, "This deal is critical to ensuring the                                                                     
long-term health and competitiveness of the industry that is the                                                                
foundation of Alaska's economy.  Both companies believe this will                                                               
be good for Alaska.  Good for it's communities and people, good for                                                             
investment and good for the future of our industry in Alaska."  He                                                              
explained that the merger will enable the maximization of oil and                                                               
gas recovery on the North Slope.  The merger will make the company                                                              
more efficient, more competitive, and enhance the company's ability                                                             
to invest in Alaska.  Furthermore, this merger will enhance                                                                     
Alaska's ability to compete for investments in a low-price                                                                      
environment.                                                                                                                    
                                                                                                                                
MR. CAMPBELL said that he hoped the government approval process can                                                             
be completed in six to nine months.  He acknowledged that this                                                                  
will not be an easy period for anybody, but he promised that he and                                                             
the team will do everything to move the process forward to minimize                                                             
the uncertainty for everyone.  He also promises that the decisions                                                              
made which shape the new organization and its course will be made                                                               
in a fair, equitable, and collaborative manner.  With regard to the                                                             
question of what this merger means to the State of Alaska and its                                                               
citizens, Mr. Campbell didn't think he could answer that question                                                               
definitively.  However, the principles on which the decisions will                                                              
be based and the commitments to all Alaskans can be identified as                                                               
this moves forward.                                                                                                             
                                                                                                                                
MR. CAMPBELL explained, "BP-Amoco is about to spend more than $26                                                               
billion to acquire ARCO, in large part to enhance the                                                                           
competitiveness of Alaskan investments in our global exploration                                                                
and production portfolio."  He identified that as an expression of                                                              
BP-Amoco's confidence in Alaska's potential and future.  "As                                                                    
further evidence, we will invest $5 billion on the North Slope over                                                             
the next five years, an increase over the combined Alaskan                                                                      
investments of BP and ARCO in the past five years."  He interpreted                                                             
that to mean ongoing business opportunities for Alaskan companies,                                                              
continued efforts and programs expanding the role of Alaskans in                                                                
all activities.  The company will have a bias for Alaskans in its                                                               
training, hiring and contracting.  The efficiencies gained by the                                                               
merger will make Alaska more competitive in a sustained low-price                                                               
environment, such as the one experienced for the past year.  Mr.                                                                
Campbell stated, "ARCO and BP are taking our destinies in our hands                                                             
in order to make our Alaskan investment opportunities attractive in                                                             
any business environment.  In this context, we are not asking for                                                               
a review of the tax structure. We will continue to work                                                                         
cooperatively and collaboratively with all levels of government in                                                              
Alaska."                                                                                                                        
                                                                                                                                
MR. CAMPBELL stated that ARCO's commitments to build the new                                                                    
"Millennium Class" double-hull tankers for Alaska trade will be                                                                 
honored.  He noted that BP already uses three double-hull tankers                                                               
and six double-bottom tankers in its 11-ship chartered fleet.                                                                   
Furthermore, BP will comply with the Oil Pollution Act of 1990 (OPA                                                             
90).  The work of the LNG (liquefied natural gas) sponsor group                                                                 
will also continue.  He announced that BP will consolidate its                                                                  
worldwide gas technologies into Alaska, and will build a                                                                        
gas-to-liquids pilot plant on the North Slope.  In an effort to                                                                 
commercialize North Slope gas, no stone will be left unturned.                                                                  
Therefore, the merger will take a quantum leap forward towards                                                                  
achieving that goal.  He noted that BP will continue to be actively                                                             
involved in the state and federal lease sales, including the                                                                    
upcoming NPR-A sale.  Furthermore, BP will continue to pursue                                                                   
exploration and development opportunities in Alaska.  He                                                                        
acknowledged that the combined onshore exploration holdings of both                                                             
companies will exceed that allowed.  Therefore, BP is prepared to                                                               
reduce the amount of onshore exploration holdings in order to                                                                   
comply with state limits if the state so desires.  BP will also do                                                              
everything it can to make spare capacity in North Slope facilities                                                              
and infrastructure available to others so as to encourage                                                                       
additional development on the North Slope.  Mr. Campbell continued                                                              
by saying, "We will increase by 50 percent our financial support of                                                             
community organizations in Alaska from the current combined level                                                               
of BP-Amoco and ARCO, that is from [$]4 million a year to $6                                                                    
million a year."  BP will continue to encourage its managers, staff                                                             
and business partners to participate in and support community                                                                   
activities and organizations.  He further pledged that BP will                                                                  
honor all current agreements with ARCO's contractors and suppliers,                                                             
and treat all business partners with dignity and respect.  "The                                                                 
reasons are simple since we believe a robust and competitive local                                                              
contractor market is in everyone's interest."                                                                                   
                                                                                                                                
Number 1294                                                                                                                     
                                                                                                                                
MR. CAMPBELL recognized that there is a great deal of concern about                                                             
the size, influence, power, and competition within Alaska that                                                                  
could result upon approval of this deal.  However, he pointed out                                                               
that BP has been responsible and responsive corporate citizens of                                                               
Alaska for 40 years which won't change.  He commented, "As the                                                                  
importance of Alaska grows in BP-Amoco's global portfolio, so does                                                              
our sense of responsibility to Alaskans.  Our bigness, the                                                                      
experience, the skills, the financial resources and the stability                                                               
we bring will be Alaska's competitive advantage, not a competitive                                                              
threat.  We're not competing against Alaska for shares of a                                                                     
shrinking pie, we are partnering with Alaska to compete together                                                                
for a larger slice of a global investment pie.  We will be an even                                                              
more powerful ally of Alaska in this quest."  In conclusion, he                                                                 
reiterated that the new combined organizations will maintain the                                                                
same high standards of environmental, safety and social performance                                                             
that the two companies maintained separately.                                                                                   
                                                                                                                                
REPRESENTATIVE COWDERY requested a rough estimate of the amount of                                                              
land leases, in acres, that each of company now holds.                                                                          
                                                                                                                                
MR. CAMPBELL estimated that the combined total will be 860,000                                                                  
acres of onshore state lands.  He estimated that the offshore total                                                             
is 350,[000], but he could not split it unless Mr. Meyer knows                                                                  
ARCO's amount.                                                                                                                  
                                                                                                                                
REPRESENTATIVE COWDERY clarified that he was interested in the                                                                  
amount of land BP and ARCO presently own.                                                                                       
                                                                                                                                
MR. CAMPBELL estimated that BP owns close to 500,000 acres                                                                      
independently.                                                                                                                  
                                                                                                                                
MR. MEYERS said that he believed ARCO to hold about the same.  He                                                               
pointed out that there have been some recent lease surrendering                                                                 
between the two companies, but he didn't know the actual count.  "I                                                             
do know the [indisc.] 60 is correct."  He clarified that is acreage                                                             
that is not unitized or currently under production, although there                                                              
is additional acreage that is unitized and under production.  He                                                                
further clarified that just reflects onshore state land.                                                                        
                                                                                                                                
Number 1383                                                                                                                     
                                                                                                                                
REPRESENTATIVE COWDERY foresaw two possibilities.  Under one                                                                    
possibility, the new company could maintain the 500,000 acres which                                                             
would result in disposal of the surplus.  The second option would                                                               
allow BP to keep all the acreage.  Representative Cowdery                                                                       
recognized that currently a statute restricts that, but raised the                                                              
possibility of an exemption.  He explained his view that more land                                                              
out on lease would provide more opportunity to explore and develop.                                                             
Representative Cowdery inquired as to who is each company's primary                                                             
oil field service contractors.                                                                                                  
                                                                                                                                
MR. CAMPBELL commented that both probably use the same companies in                                                             
different areas.  He identified the oil field service contractors                                                               
as VECO Corporation, APC, ASRC in its various forms, Houston                                                                    
Engineering, Houston Contracting, and others.                                                                                   
                                                                                                                                
MR. MEYERS specified that on the drilling side there is Doyon,                                                                  
Neighbors, Pools.  On the catering side there is Doyon and NANA                                                                 
Marriot.  He turned to the engineering side which utilizes Apple                                                                
and Alaska Amble [ph].                                                                                                          
                                                                                                                                
MR. CAMPBELL said those are the ones most recognizable in Alaska.                                                               
However, there are a whole series of international sales companies                                                              
such as Slumberge' [ph], Baker-Hughs, as well as those who also                                                                 
provide services through local companies.                                                                                       
                                                                                                                                
REPRESENTATIVE COWDERY asked then if the intent, if the merger                                                                  
occurs, is to continue to use the same contractors with about the                                                               
same ratio with the combined companies.                                                                                         
                                                                                                                                
MR. CAMPBELL stated that BP doesn't know the full detail of what                                                                
contracts ARCO has, and that knowledge won't be forthcoming until                                                               
after the deal is concluded or approved.  He restated BP's                                                                      
commitment to continue all the contracts that ARCO currently has.                                                               
                                                                                                                                
REPRESENTATIVE COWDERY inquired as to the affect of this                                                                        
restriction of leases in Cook Inlet due to Judge Murphy's [ph]                                                                  
recent ruling.                                                                                                                  
                                                                                                                                
MR. MEYERS informed the committee that ARCO bid in the Cook lease                                                               
sale.  Although Cook Inlet is ARCO's origin in Alaska and remains                                                               
something that ARCO still has an interest in, ARCO's focus over the                                                             
last few years has been on the North Slope.  Nonetheless, it is                                                                 
always of concern when perspective acreage is withdrawn from a                                                                  
sale.  He believed the industry has shown that it can develop in an                                                             
environmentally sound fashion.  Mr. Meyers said, from ARCO's                                                                    
perspective, it is always disappointing when acreage is removed                                                                 
from a sale.                                                                                                                    
                                                                                                                                
Number 1570                                                                                                                     
                                                                                                                                
REPRESENTATIVE PHILLIPS recalled Mr. Meyers' statements that the                                                                
only way to create a better future for the oil industry in Alaska                                                               
is to make the industry more cost effective and this reorganization                                                             
of both companies will bring the same for the future of Alaska.                                                                 
                                                                                                                                
MR. MEYERS agreed and stated his belief that the merger will result                                                             
in increased capital spending, and as a result increased                                                                        
investment.  Hopefully, that will lead to increased exploration                                                                 
leading to more development and new fields which is the ultimate                                                                
solution to the decline.  He indicated that he wasn't sure that he                                                              
answered the question.                                                                                                          
                                                                                                                                
REPRESENTATIVE PHILLIPS clarified that she recognized the fact that                                                             
Mr. Meyers thought this merger will be the best for the future of                                                               
the industry.  However, Representative Phillips wanted to approach                                                              
the merger from the view of what is best for the future of Alaska.                                                              
                                                                                                                                
MR. MEYERS said he believed that from the standpoint of what is                                                                 
best for Alaska, the answer remains the same.  A significant part                                                               
of Alaska's economy, as well as a significant part of the state's                                                               
revenues come from the oil industry; therefore, improvements to the                                                             
longevity and viability of the industry are in the best interest of                                                             
the state, in terms of its economy as well as state revenue.                                                                    
                                                                                                                                
REPRESENTATIVE PHILLIPS recalled Mr. Meyers' comments regarding the                                                             
concept of merging in order to increase cost effectiveness as a                                                                 
single-source provider.  She asked, "Was ARCO ever looking at an                                                                
ARCO-BP intertwining as that single-source provider without this --                                                             
this concept happening that we are looking at today?"                                                                           
                                                                                                                                
MR. MEYERS answered yes, although he noted it wouldn't have been to                                                             
the same extent.  He commented, "We were looking at a single                                                                    
operatorship at Prudhoe Bay."  Mr. Meyers pointed out that BP has,                                                              
for years, been consolidating operations in that one organization                                                               
drills for all the Prudhoe Bay unit which is run by BP-Amoco, one                                                               
organization does all the project engineering for Prudhoe Bay which                                                             
is run by ARCO, and one organization provides all the road and pad                                                              
maintenance for Prudhoe Bay which is run by ARCO.  This merger                                                                  
consolidates all of ARCO's operations across the slope; therefore,                                                              
this is the ultimate consolidation in terms of efficiencies, and                                                                
removal of redundancies from the two organizations.                                                                             
                                                                                                                                
Number 1723                                                                                                                     
                                                                                                                                
REPRESENTATIVE GREEN commented that it has been the "Big Three,"                                                                
for the last 22 years.  He inquired as to what Mr. Meyers saw as                                                                
the relationship between the merged company and Exxon as the other                                                              
big  investment.  He asked if this merger will create any animosity                                                             
due to many of the leases that were jointly held with ARCO and                                                                  
Exxon.                                                                                                                          
MR. MEYERS acknowledged that ARCO and Exxon, in a large part of the                                                             
North Slope, have been very aligned partners with very similar                                                                  
interests dating back almost to the days of the discovery of                                                                    
Prudhoe Bay.  He said that ARCO has had and intended to maintain a                                                              
close partnership because of those aligned interests.  Therefore,                                                               
from a purely ARCO perspective, one might predict there'll be less                                                              
alignment with Exxon in that.  However, from a global perspective,                                                              
Mr. Meyer believed the merger helps achieve closer alignment                                                                    
between the interests of the merged BP-Amoco, ARCO entity and                                                                   
Exxon.                                                                                                                          
                                                                                                                                
REPRESENTATIVE GREEN expressed concern with Mr. Meyers' last                                                                    
statement regarding the global perspective, because "we're                                                                      
selfishly looking at Alaska."                                                                                                   
                                                                                                                                
MR. MEYERS clarified that he was referring to the North Slope                                                                   
global perspective.                                                                                                             
                                                                                                                                
MR. CAMPBELL added that there are obviously, relationships with                                                                 
Exxon on the slope which would continue to be governed by the                                                                   
relative contracts and agreements in place.  He indicated that BP                                                               
is involved with Exxon in many parts of the world and enjoys a good                                                             
relationship.  Mr. Campbell believed it useful, in terms of                                                                     
relationships, when the two parties at the table are of a roughly                                                               
equal size because it usually means that agreements can occur more                                                              
quickly.                                                                                                                        
                                                                                                                                
REPRESENTATIVE GREEN continued by asking whether this merger would                                                              
have any affect on the attitude toward partnering, especially                                                                   
partnering with independents.                                                                                                   
                                                                                                                                
MR. CAMPBELL answered that he didn't think the merger changes their                                                             
attitude.  He informed the committee that BP-Amoco has its own                                                                  
series of partnerships with other relatively smaller companies on                                                               
the North Slope.  He suggested that the acreage beyond the                                                                      
statutory limit of 500,000 acres could potentially provide more                                                                 
opportunities for partnering with other companies.                                                                              
                                                                                                                                
REPRESENTATIVE GREEN recalled that for the last several years ARCO                                                              
has been fairly active in the Cook Inlet area, which he recognized                                                              
as a more mature basin than the North Slope, while BP has been more                                                             
of a North Slope operator.  Will this merger adversely affect                                                                   
continued exploration in the Cook Inlet area?  Many believe there                                                               
remains an awful lot of oil and gas to be found in Cook Inlet.                                                                  
                                                                                                                                
MR. CAMPBELL agreed that BP has not been active in the Cook Inlet                                                               
for some time.  He explained that once the deal is concluded and                                                                
all of ARCO's data is available then review of Cook Inlet, in terms                                                             
of where that acreage would play in BP-Amoco's portfolio in Alaska,                                                             
would occur.  Clearly, BP-Amoco will uphold all of ARCO's                                                                       
contractual arrangements in that area.                                                                                          
                                                                                                                                
Number 1953                                                                                                                     
                                                                                                                                
REPRESENTATIVE BERKOWITZ asked Mr. Campbell what role he believed                                                               
the increased holdings will have in BP's global, around the world,                                                              
strategy now.                                                                                                                   
                                                                                                                                
MR. CAMPBELL echoed his earlier comments that Alaska will remain a                                                              
large part of BP-Amoco.  "The $26 billion that -- that's involved                                                               
in making this deal happen is in very -- is in a large part                                                                     
acquiring additional Alaskan opportunities, which we are clearly                                                                
going to follow up on in an -- in an energetic and efficient way."                                                              
That is reflected in BP-Amoco's commitment to spend $5 billion over                                                             
the next five years.                                                                                                            
                                                                                                                                
REPRESENTATIVE BERKOWITZ inquired as to which pricing scheme Mr.                                                                
Campbell anticipated BP-Amoco will use in the future; the ARCO, the                                                             
BP, an amalgam, or an entirely different pricing scheme.  He                                                                    
clarified that he was speaking in relation to the spot price.                                                                   
                                                                                                                                
MR. CAMPBELL stated that the spot price is set by an international                                                              
market.  The market for ANS (Alaska North Slope) in Pad Five, the                                                               
western U.S. states, is a global market.  Only 35 percent of the                                                                
oil in Pad Five is ANS.  He explained that the market is set by                                                                 
lots of other crude that come into that marketplace.                                                                            
                                                                                                                                
REPRESENTATIVE BERKOWITZ turned the question to refinery prices,                                                                
and any other prices where there are currently differences between                                                              
ARCO and BP.  Representative Berkowitz understood that there are                                                                
different returns to the state based on different prices.  He                                                                   
believed that currently, BP has an incentive to go with a higher                                                                
price while ARCO has an incentive to go with a lower price.  What                                                               
will happen in the future?                                                                                                      
                                                                                                                                
CHAIR BARNES clarified that Representative Berkowitz was speaking                                                               
about tariffs.  Under the old Dinkum Sands settlement, one of the                                                               
two companies has a lower tariff than the other which affects the                                                               
amount of money the state receives.                                                                                             
                                                                                                                                
MR. CAMPBELL surmised that reference is to shipping tariffs.                                                                    
                                                                                                                                
CHAIR BARNES indicated that it also has to do with the delivery                                                                 
through the pipeline.                                                                                                           
                                                                                                                                
MR. CAMPBELL reiterated his comments about the spot price which is                                                              
an international price-setting mechanism.  With regard to any                                                                   
differences between agreements that BP-Amoco has with the state or                                                              
ARCO has with the state, he was sure that will be the subject of                                                                
discussions the state may want to have with us.  He said that                                                                   
whenever the state reveals what it wants in respect to that, we can                                                             
respond.                                                                                                                        
                                                                                                                                
REPRESENTATIVE GREEN explained that a transaction that takes place                                                              
between the crude that comes off of a ship to an end point, whether                                                             
it's on the west coast to a refinery, or through the Canal to an                                                                
east coast or a gulf coast area.  He interpreted the question to be                                                             
regarding whether the stream makeup will remain as it is.  In other                                                             
words, "if it's worth $16 at point A, then you start with reduced                                                               
-- reducing certain costs to get it back to the wellhead.  And your                                                             
trip is a little further than ARCO's trip, and so the -- the net                                                                
back is going to be more favorable, hence, the royalty and -- and                                                               
the downstream to, as far as the state is concerned."                                                                           
                                                                                                                                
MR. CAMPBELL responded that he would be speculating if he were to                                                               
say more.  "Who's to say where the marketplace will go into the                                                                 
future."  He reiterated again that those prices are set by the                                                                  
global marketplace.                                                                                                             
                                                                                                                                
Number 2174                                                                                                                     
                                                                                                                                
REPRESENTATIVE OGAN referred to the LNG project and the working                                                                 
group that was formed, which many have a fair amount of anxiety                                                                 
about.  He recalled a meeting with Mr. Campbell, a couple months                                                                
ago, during which Mr. Campbell presented a series of charts and                                                                 
explanations regarding his view of the world market.  He was left                                                               
with the impression that BP was at least pulling its person out of                                                              
Alaska and returning to London.  Representative Ogan commented that                                                             
many have invested a lot of time over the past couple of years in                                                               
developing legislation which spurred the LNG working group, of                                                                  
which ARCO's a part of now.  He asked if the gas pipeline, the LNG                                                              
gas pipeline is dead.                                                                                                           
                                                                                                                                
MR. CAMPBELL indicated that there is interest in commercializing                                                                
all that gas on the North Slope which could happen with LNG, with                                                               
gas-to-liquids, with converting it into electricity and bringing it                                                             
down by wire out of the North Slope.  He believed that the                                                                      
combination of BP-Amoco and ARCO brings two sets of thinking to                                                                 
this as well as additional resources.  Mr. Campbell pointed out                                                                 
that BP-Amoco has already committed to building a gas-to-liquids                                                                
plant there, which follows one potential course of                                                                              
commercialization.  Furthermore, BP-Amoco is committed to the LNG                                                               
sponsor group.  Mr. Campbell expressed excitement with regard to                                                                
the commitments placing the center of BP-Amoco's gas technology                                                                 
into Alaska.  Although that's relatively small in terms of people,                                                              
20 to 25 people, it is all of the expertise that BP-Amoco has in                                                                
the gas technology in Alaska.  Mr. Campbell assured the committee                                                               
that he was going to make sure commercializing North Slope gas is                                                               
on the top of that agenda.                                                                                                      
                                                                                                                                
TAPE 99-13, SIDE B                                                                                                              
Number 0001                                                                                                                     
                                                                                                                                
REPRESENTATIVE OGAN interpreted that to be in direct competition                                                                
with Alaska for which he had some serious concerns.  He identified                                                              
natural gas as "the ace in the hole in Alaska on the North Slope."                                                              
                                                                                                                                
MR. CAMPBELL pointed out that there are going to be gas                                                                         
developments around the world that will be in competition with                                                                  
Alaskan gas.  Mr. Campbell identified BP-Amoco's task, through                                                                  
whatever means, as attempting to make Alaskan gas as competitive as                                                             
possible.  To that end, BP-Amoco will certainly work with "you."                                                                
                                                                                                                                
Number 0117                                                                                                                     
                                                                                                                                
REPRESENTATIVE OGAN expressed concern that internal competition may                                                             
be a larger factor than before.                                                                                                 
                                                                                                                                
MR. CAMPBELL agreed that internal competition will be present.  He                                                              
reiterated that his task is to ensure that he does everything                                                                   
possible to present the case for Alaskan gas.  The combination of                                                               
BP and Amoco brings a lot of new LNG expertise into that joint                                                                  
company, given the involvement that Amoco had in LNG.  He assured                                                               
the committee that BP-Amoco is determined to present the case for                                                               
Alaskan gas.                                                                                                                    
                                                                                                                                
REPRESENTATIVE OGAN turned to what the larger picture would look                                                                
like with regard to BP-Amoco's natural gas holdings worldwide,                                                                  
assuming the merger goes through.                                                                                               
                                                                                                                                
MR. CAMPBELL agreed to provide that information, but wasn't sure he                                                             
could do so in its entirety today.  He stated that, globally, gas                                                               
will represent about 35 percent of our production.                                                                              
                                                                                                                                
Number 0252                                                                                                                     
                                                                                                                                
CHAIR BARNES commented that she sees additional competition in the                                                              
marketplace for gas with the merger.  Chair Barnes believed that                                                                
ARCO sought a willing buyer not because ARCO wasn't making money in                                                             
Alaska, but rather they couldn't finance other projects around the                                                              
world, such as Tan Gu(ph).  She recalled that the Tan Gu(ph)                                                                    
project "has about 11 trillion cubic feet of gas at the onset to go                                                             
into a marketplace, which, obviously, displaces some of the 14                                                                  
million metric tons a year that we, as Alaskans, would have to put                                                              
into a gas market if we were going with a natural gas pipeline. "                                                               
She then turned to the working group.  When ARCO put together the                                                               
working group, they came up with the four other partners in                                                                     
addition to themselves.   Both BP and Exxon refused to participate,                                                             
and showed no inclination to ever support this working group.                                                                   
Chair Barnes expressed her belief that it is in Alaska's interest                                                               
not to build a gas-to-liquids project at Prudhoe Bay, but rather to                                                             
take Alaska's gas to the market down the gas pipeline and out by                                                                
tankers into the Asian marketplace.  She said, "Now, I want you to                                                              
tell me how, with these new holdings you have, plus I think you've                                                              
put $11 billion into Australia, that you will look at bringing                                                                  
Alaska's gas into an Asian marketplace where I believe that is the                                                              
only effective place for us to take our gas.  And I know that                                                                   
you're going to say gas-to-liquids, $70 million.  I don't think                                                                 
that means anything to Alaska."                                                                                                 
                                                                                                                                
MR. MEYERS turned to the question of why did ARCO do this deal.                                                                 
He said, "ARCO did not do this deal because we weren't making                                                                   
money.  We had a sound balance sheet.  We were making money.  The                                                               
company was not bankrupt.  That was not the issue behind doing the                                                              
deal."  He agreed with the Chair, in that ARCO wasn't driven to do                                                              
a deal because of Alaska.  ARCO is very proud of Alaska and what it                                                             
has accomplished here, although the same cannot be said worldwide.                                                              
He identified the driving force behind this deal as simply the                                                                  
return to ARCO's shareholders.  Upon review of ARCO's performance                                                               
and comparison to competitors in the industry, ARCO's performance                                                               
has lagged the last few years.  He reiterated that the impetus was                                                              
what could ARCO do to improve the return to its shareholders.  That                                                             
resulted in ARCO looking for numerous options, which eventually led                                                             
to the conclusion that a merger was the best direction to head.  He                                                             
felt that information would be helpful for the committee to                                                                     
consider, although that doesn't answer the Chair's main question.                                                               
                                                                                                                                
Number 0560                                                                                                                     
                                                                                                                                
MR. CAMPBELL disagreed with the Chair "on the worth of $70 million                                                              
gas-to-liquids plan on the North Slope of Alaska because I think                                                                
bringing that technology here, proving that technology here is a                                                                
step forward in investigating whether gas-to-liquids can be part of                                                             
commercializing gas on the North Slope for -- for Alaska."  He                                                                  
acknowledged that there is an awful lot of gas on the North Slope.                                                              
He pointed out that gas-to-liquids can be done in a modular way.                                                                
A plant can be built using 300,000 million [indisc.] cubic feet of                                                              
gas per day, which can be added to incrementally.  Furthermore, the                                                             
existing pipeline could be used as well as Alaskan industry to                                                                  
build the equipment in Alaska.  "LNG requires ... a gas line that                                                               
will cost an awful lot of money."  He noted that, in terms of                                                                   
construction, the boom will be short and will not provide ongoing                                                               
construction jobs in Alaska.                                                                                                    
                                                                                                                                
MR. CAMPBELL turned to Tan Gu(ph) which he said will remain a                                                                   
competitor for Alaskan gas when it's part of the BP-Amoco                                                                       
portfolio, as it was when owned by ARCO.  Furthermore, there will                                                               
be internal competition inside BP-Amoco between those two projects                                                              
that will remain.  He commented, "We need to work with you to                                                                   
ensure that the Alaskan gas is going to be more competitive and                                                                 
that's going to be done through a mechanism of the gas sponsor                                                                  
group, and whatever other issues and ideas we have between us to                                                                
ensure that that is a more competitive scheme."                                                                                 
                                                                                                                                
CHAIR BARNES inquired, with regard to Mr. Campbell's statement that                                                             
BP would bring a $70 million gas-to-liquids plant to Prudhoe Bay in                                                             
order to try out the technology, as to how many years that would                                                                
take.                                                                                                                           
                                                                                                                                
MR. CAMPBELL clarified that the plant may not be located at                                                                     
Prudhoe, but will be on the North Slope somewhere.  He believed                                                                 
that the life of that sort of pilot plan will be about 18 months,                                                               
in terms of proving the technology at that scale.  He specified                                                                 
that he was referring from the time starting it up.                                                                             
                                                                                                                                
Number 0753                                                                                                                     
                                                                                                                                
CHAIR BARNES commented that therein lies the problem.  If BP-Amoco                                                              
is given 18 months to try the technology, how long does it take to                                                              
build the plant; perhaps, that's a three-year period.  She pointed                                                              
out that in order for Alaskan gas to get into the marketplace and                                                               
be competitive, it must occur as early as 2005, and certainly not                                                               
later than 2007.  Therefore, if this gas-to-liquids project is                                                                  
allowed to continue without getting Alaska's gas into the                                                                       
marketplace via pipeline, Alaska is dead in the water.   Chair                                                                  
Barnes didn't believe there is enough time to have  BP attempt the                                                              
gas-to-liquids process and get Alaska's gas to market through the                                                               
pipeline, in a timely fashion, in order that Alaska can be                                                                      
competitive in the world marketplace.                                                                                           
                                                                                                                                
MR. CAMPBELL expressed his preference to view the work on                                                                       
gas-to-liquids as something that occurs parallel with the work on                                                               
LNG, not at the expense of work on LNG.  He reiterated that there                                                               
is an awful lot of gas on the North Slope.  He used LNG as an                                                                   
example, in that BP wants to start the LNG project in a relatively                                                              
small way and build up the sales. This isn't an either or situation                                                             
in his mind, or in the mind of BP.                                                                                              
                                                                                                                                
MR. MEYERS said that Mr. Campbell has hit upon the strategy with                                                                
the sponsor group.  He explained that one of the sponsor group's                                                                
goals is to try to develop a scheme by a smaller project which can                                                              
penetrate the market earlier, and then build from there.  It is                                                                 
difficult to place 14 million metric tons a year.  Therefore, we're                                                             
attempting to find that minimum feasible project scope in order to                                                              
penetrate the market and start building from there.  At the same                                                                
time, ARCO is also looking at its own GTL technology.  He agreed                                                                
with Mr. Campbell that it doesn't have to be an either or                                                                       
situation.  At this point, from ARCO's perspective, both are worth                                                              
maintaining parallel paths.                                                                                                     
                                                                                                                                
CHAIR BARNES recalled that Mr. Campbell said that BP would put $5                                                               
billion into the North Slope over five years, which is a billion                                                                
dollars a year.  "I would like to understand how we can have that                                                               
guarantee from you.  I would also like to understand, just as we                                                                
got a guarantee on North Star, I would like it through the state,                                                               
in writing from BP, if this merger goes through, that you will --                                                               
you will use Alaska workers, Alaska contractors, to the greatest                                                                
extent possible.  I don't want anymore modules built in Canada and                                                              
floated up the McKenzie River.  So, I would like to know how you                                                                
will assure that these things are going to take place."                                                                         
                                                                                                                                
MR. CAMPBELL addressed North Star by saying that BP has done                                                                    
everything it can to fulfill its obligations on North Star.  He                                                                 
said that he has spent $140 million on North Star to this point.                                                                
                                                                                                                                
CHAIR BARNES acknowledged that U.S. Fish and Wildlife is holding up                                                             
the permitting project.  She clarified that she was inquiring as to                                                             
how Alaska could receive the same assurances in writing as received                                                             
on the North Star project.  How can Alaska receive assurances that                                                              
once BP becomes this huge operator at Prudhoe Bay, that it will                                                                 
utilize Alaskan workers, contractors and buy Alaska.                                                                            
                                                                                                                                
MR. CAMPBELL stated that he would stand on BP's record, in terms of                                                             
Alaska purchase and Alaska buy which he believed to be a very good                                                              
record.  He informed the committee that 85 percent of all the work                                                              
BP does on these projects is done in Alaska with Alaskan                                                                        
contractors.                                                                                                                    
                                                                                                                                
CHAIR BARNES commented, "Well, let's have BP stand on your record                                                               
since you've been here.  It has not always been so good because we                                                              
are all very ... very aware of the airplanes that fly both ways."                                                               
She recalled the out-of-state workers that flew both ways and                                                                   
reiterated the need for some assurances.                                                                                        
                                                                                                                                
MR. CAMPBELL stressed that policies have been put in place whereby                                                              
anyone who works for any new employee of BP-Amoco in Alaska must be                                                             
an Alaska resident.  He agreed that occurred about a year ago.                                                                  
Furthermore, there have been incentives to get those people who do                                                              
commute to move back into the state.                                                                                            
                                                                                                                                
Number 1085                                                                                                                     
                                                                                                                                
REPRESENTATIVE PHILLIPS asked Mr. Campbell, "How do you perceive                                                                
yourselves to be competitive in Alaska, and how does this new                                                                   
company view, or what is the philosophy of not having a competitive                                                             
market to operate in, in Alaska?"  She inquired as to who the new                                                               
company, which would own almost all the resource, would be in                                                                   
competition with in Alaska not worldwide.  If BP is positioning                                                                 
itself to be more competitive in the Twenty-first Century, who will                                                             
it compete with?                                                                                                                
                                                                                                                                
MR. CAMPBELL clarified that the latter portion of his earlier                                                                   
comments about competitiveness were aimed at Alaska being                                                                       
competitive within a BP-Amoco world, and competitive in the sense                                                               
of attraction of additional investment into Alaska.  Clearly, BP                                                                
has made the commitment that it is going to spend $5 billion over                                                               
the next five years.  That commitment reflects BP's confidence that                                                             
efficiencies will be achieved and BP will be competitive.  As                                                                   
evidenced by the last lease sale in Cook Inlet, Alaska is                                                                       
competitive.  He acknowledged that there are differences between                                                                
Cook Inlet and the North Slope.  He noted that although it is an                                                                
extremely expensive place to operate, there are other companies who                                                             
are working there, who are partners with BP.  There are also                                                                    
companies who are working there independently.  He believed it is                                                               
a competitive environment.                                                                                                      
                                                                                                                                
REPRESENTATIVE PHILLIPS emphasized that Mr. Campbell's comments                                                                 
address a concept that Alaska may not have not looked at; that is                                                               
Alaska, as a state, has not looked at itself as having to compete                                                               
in the global market.  She said that notion deserves more                                                                       
conversation at a later date.                                                                                                   
                                                                                                                                
REPRESENTATIVE PHILLIPS recalled Mr. Campbell's statement that the                                                              
combined offshore exploration holdings of both companies will                                                                   
exceed the amount allowed, but BP is prepared to reduce that amount                                                             
to comply with state limits if the state so desires.  She asked if                                                              
Mr. Campbell had made any determination on that yet.  With regard                                                               
to the comments pertaining to partnering with independents, she                                                                 
asked if Mr. Campbell had made any serious agreements with any of                                                               
these independents at this time.  She also asked whether Mr.                                                                    
Campbell had made the determinations on getting rid of those lands.                                                             
                                                                                                                                
MR. CAMPBELL stated that until all the information regarding the                                                                
ARCO holdings is available, it is difficult to conclude any study                                                               
on what acreage to relinquish.  He reiterated the possibility, in                                                               
terms of diluting down the interest that would be held by the joint                                                             
company, of diluting individual licenses with other companies.  In                                                              
other words, rather than giving it all up, one could reduce one's                                                               
interest by bringing other people in.  Mr. Campbell clarified that                                                              
he would like to bring that into the conversation with the state,                                                               
but he noted that he has not had such conversations with other                                                                  
companies.                                                                                                                      
                                                                                                                                
REPRESENTATIVE PHILLIPS commented that she would like to follow-up                                                              
on that in the future.                                                                                                          
                                                                                                                                
Number 1367                                                                                                                     
                                                                                                                                
REPRESENTATIVE GREEN expressed excitement "that there were two fab                                                              
sites, or other than truckable modules."  He asked, "As you move                                                                
into these other areas that don't have the larger infrastructure,                                                               
do you see maintaining activities in both places?  Will they be                                                                 
concentrated, perhaps, more in one area?  Or even a more basic                                                                  
question, do you anticipate continuing to try and build modules in                                                              
Alaska as opposed to going to Louisiana, some other place, or maybe                                                             
even some new -- new fab site?"                                                                                                 
                                                                                                                                
MR. CAMPBELL said that he believed it to be inherent to BP's                                                                    
commitment to Alaska-build to encourage additional work in those                                                                
yards in Alaska.  He indicated the preference of competition in                                                                 
that.  He pointed out that the investment in the North Star yard                                                                
allowed the opportunity for those modules to actually be built in                                                               
Alaska.   That project is progressing in a very positive manner.                                                                
He commented that the local industry has illustrated what it can do                                                             
and, therefore, is competitively placed for additional work in the                                                              
future.                                                                                                                         
                                                                                                                                
MR. MEYERS pointed out that although ARCO operates the MIX project                                                              
on behalf of the Prudhoe Bay unit, BP-Amoco pays 50 percent of the                                                              
bill for that project.  Therefore, BP-Amoco is the major investor                                                               
in the MIX project which some may not realize.  Mr. Meyers                                                                      
identified another part to Representative Green's question with                                                                 
regard to how busy those yards will be in the future.  Regardless                                                               
of the entity, there must be new projects in order to keep the                                                                  
yards busy; new fields have to be found.  He explained that                                                                     
sea-lift modules are large modules, that are only built for 100                                                                 
million barrel fields and up.  The smaller fields can be                                                                        
accommodated with truckables.  He informed the committee that in                                                                
order to have large fields, one must have continued access to                                                                   
acreage.  In that sense,  the area wide lease sale program plus the                                                             
potential resumption of leasing in the NPR-A are good news as is                                                                
the potential for mother nature to place oil underneath that                                                                    
acreage.  However, new discoveries must occur in order to keep                                                                  
those yards filled.                                                                                                             
                                                                                                                                
REPRESENTATIVE GREEN commented that he understood the economic                                                                  
issue, that it's a matter of dollars.  Representative Green turned                                                              
to the earlier reference to Alaska jobs.  He reviewed what happened                                                             
over the downsizing years that were experienced with the low crude                                                              
price; the merger poses even more lost jobs.  When those jobs are                                                               
reduced significantly, there's a lot less money in circulation in                                                               
the full economy of the state.  Although Representative Green                                                                   
recognized this is a matter of economics, he asked if there will be                                                             
a continuation of hiring Alaskans for those jobs left, or  will                                                                 
some out-sourcing occur as is the case with the accounting in                                                                   
Colorado.                                                                                                                       
                                                                                                                                
Number 1581                                                                                                                     
                                                                                                                                
MR. CAMPBELL explained out-sourcing is a way of supplying services                                                              
which BP-Amoco utilizes.  He acknowledged that BP-Amoco has                                                                     
out-sourced IT and accounting.  However, that doesn't mean that                                                                 
jobs leave the state, but rather people are transferred from being                                                              
employed by ARCO or BP to being employed by somebody else.  He said                                                             
that he would certainly be looking at the IT area and the                                                                       
accounting area in terms of out-sourcing.                                                                                       
                                                                                                                                
CHAIR BARNES directed discussion to the MIX module.  She                                                                        
understood that module came in under budget and it's production is                                                              
about 110 percent of what it would have been in the Lower 48.  If                                                               
those are correct figures and Alaska has the fields to develop,                                                                 
then can Alaska depend on having, whether it be truckables or                                                                   
sea-lift modules, it built in Alaska.                                                                                           
                                                                                                                                
MR. MEYERS clarified that he hasn't seen the most recent numbers,                                                               
but in general the Alaskan workers working at the MIX module have                                                               
at least equaled the productivity of those in the Gulf of Mexico.                                                               
He noted that there has been discussion regarding the construction                                                              
of these really large modules, sea-lift modules, which are about a                                                              
2,700-ton module(a nine-story building that moves).  One of the big                                                             
questions revolved around the weather for working conditions which                                                              
is a little nicer in the Gulf of Mexico year around than in Alaska.                                                             
Furthermore, could Alaska be as productive?  So far, Alaska has                                                                 
been as productive.  Although he reiterated that he hasn't seen the                                                             
most recent numbers, he said that he wouldn't be surprised if                                                                   
production is up to 110 percent now.                                                                                            
                                                                                                                                
MR. MEYERS said that another issue revolved around whether Alaska                                                               
would be competitive in terms of a profit basis.  He answered yes;                                                              
the Alaska contractors, especially those involved with the MIX                                                                  
project, have worked to make themselves competitive.  With regard                                                               
to labor rates, as a whole there tends to be higher labor rates in                                                              
Alaska which the other two components sort of have to work against.                                                             
However, if the productivity's there and one works with the company                                                             
in the profit component, he believed Alaskan contractors, as                                                                    
evidenced by the MIX module, are competitive with the Lower 48.  He                                                             
described the MIX project as a well designed, well managed, well                                                                
engineered project. Similarly, when ARCO has confidence that                                                                    
Alaskan contractors are going to perform they get the work.                                                                     
However, the company has an obligation to its shareholders, so if                                                               
there's any question about their ability to perform, the company                                                                
has to do what's right for its shareholders.                                                                                    
                                                                                                                                
CHAIR BARNES commented that committee members have an obligation to                                                             
their shareholders as well.  She indicated that Alaskans not only                                                               
want a fair market return for their resources, but they also want                                                               
to provide jobs and services to Alaskan workers.  Chair Barnes                                                                  
turned to her previous question, how can Alaskans ensure that $5                                                                
billion will be spent over five years?  She said that such comments                                                             
make one inclined not to be as watchful as one should be.                                                                       
Furthermore, when there are only two real players, the merged                                                                   
BP-Amoco ARCO and Exxon, there is reason to be concerned and to                                                                 
protect our shareholders' interest.                                                                                             
                                                                                                                                
MR. CAMPBELL reiterated that the MIX project is a very efficiently                                                              
done piece of work and places the Alaskan contractor in good stead                                                              
in competing for ongoing work in the state.  He commented that he                                                               
believed there are more than the two companies that the Chair                                                                   
mentioned involved in making decisions about what happens in terms                                                              
of giving contracts.  BP has partners and there are other                                                                       
independents who are working.  Mr. Campbell pointed out that the                                                                
committee not only has his commitment of BP-Amoco in terms of                                                                   
capital expenditure over the next five years, but also the                                                                      
commitment of BP-Amoco's managing director.  He was unsure how much                                                             
farther he could go in ensuring everyone that BP-Amoco's managing                                                               
director meant what he said.                                                                                                    
                                                                                                                                
Number 1884                                                                                                                     
                                                                                                                                
REPRESENTATIVE PHILLIPS recalled Mr. Campbell's remarks with                                                                    
respect to honoring all current agreements with ARCO's contractors                                                              
and suppliers, and to treat all business partners with dignity and                                                              
respect.  She asked if BP has placed a time limit on those                                                                      
contracts with regard to how long they will be honored.  In other                                                               
words, if a person has a three-year or a four-year contract with                                                                
ARCO right now, would BP honor the contract for the length of the                                                               
contract?                                                                                                                       
                                                                                                                                
MR. CAMPBELL responded that the contract would be honored for the                                                               
length of the contract.                                                                                                         
                                                                                                                                
REPRESENTATIVE PHILLIPS referred to U.S. Senator Roth's recent                                                                  
introduction of a bill to permanently lock up ANWR for development.                                                             
She was sure that will be a major issue for debate in the new                                                                   
organization, and Alaska will want to be a partner with you on this                                                             
in order to ensure that this bill is not passed.  She requested                                                                 
both Mr. Meyer and Mr. Campbell comment.                                                                                        
                                                                                                                                
MR. MEYERS stated that it is not in any of our interests to have                                                                
ANWR locked up.  He commented that the industry has demonstrated                                                                
that it can develop and protect the environment.  Furthermore, he                                                               
believed it to be in the best interest of all Alaskans to see that                                                              
development move forward.  Therefore, from ARCO's perspective,                                                                  
ARCO does not want to see ANWR locked up.                                                                                       
                                                                                                                                
MR. CAMPBELL reiterated that BP will be at the NPR-A sale.  He                                                                  
noted that BP has had a long-run interest in ANWR and, "We will be                                                              
with you and that will be an effort."                                                                                           
                                                                                                                                
REPRESENTATIVE PHILLIPS commented that as a state, Alaska has spent                                                             
a tremendous amount of money lobbying for ANWR over the years.  "We                                                             
will want to make sure that you're there with us lobbying in D.C.,                                                              
against this."                                                                                                                  
                                                                                                                                
Number 1988                                                                                                                     
                                                                                                                                
REPRESENTATIVE JOULE asked if building modules in Alaska for other                                                              
locations, for projects like Sakhalin, is doable.                                                                               
                                                                                                                                
MR. MEYERS said that projects such as Alpine being built in Nikiski                                                             
and MIX being built in Anchorage, have demonstrated that the                                                                    
Alaskan work force can build modules effectively.  However, the                                                                 
success in the world marketplace depends upon their                                                                             
competitiveness.  He noted that just as Alaska wants Alaska hire,                                                               
those in Sakhalin would want their modules built in Sakhalin.                                                                   
Therefore, Alaskan fabricators are going to face the same regional                                                              
desire to have modules built locally, but they will also have to                                                                
compete.  Alaska will have to compete against locally built modules                                                             
in Sakhalin, as well as Malaysia, Indonesia, Singapore, and Korea.                                                              
Mr. Meyer said that he didn't know the module-building business                                                                 
well enough to discuss Alaska's competitiveness and deferred to the                                                             
experts.                                                                                                                        
                                                                                                                                
REPRESENTATIVE KERTTULA inquired as to the efforts being made to                                                                
keep the ARCO employees working for BP.                                                                                         
                                                                                                                                
MR. CAMPBELL commented that, at this point, about 400 redundancies                                                              
would result from the combination of the two companies.  He                                                                     
believed those redundancies will be largely in Anchorage while the                                                              
affect on the North Slope will be relatively small.  Currently,                                                                 
there are about 900 ARCO employees and about 400 BP employees on                                                                
the North Slope.  Therefore, in the combined company there will be                                                              
far more ARCO people than BP people in terms of jobs on the Slope.                                                              
Mr. Campbell predicted that the combination of the two companies                                                                
would result in a mix of employees that's approximately 50 percent                                                              
from BP-Amoco and 50 percent from ARCO.                                                                                         
                                                                                                                                
REPRESENTATIVE KERTTULA asked if there will be any assistance for                                                               
those BP and ARCO employees, who wish to relocate within Alaska ,                                                               
who are going to lose their jobs.                                                                                               
                                                                                                                                
MR. MEYERS echoed Mr. Campbell's comments that the majority of                                                                  
ARCO's employees will have a job with the new entity.  He commented                                                             
that during this process, one of his jobs is to make sure that the                                                              
number of ARCO employees increases.                                                                                             
                                                                                                                                
TAPE 99-14, SIDE A                                                                                                              
Number 0001                                                                                                                     
                                                                                                                                
MR. MEYERS informed the committee that there are a choice of four                                                               
packages to choose from.  The minimum package consists of a                                                                     
six-months salary, from there it becomes more generous.  He                                                                     
explained that there are four packages because some of ARCO's                                                                   
employees are nearing retirement age and may prefer an enhanced                                                                 
retirement package as opposed to a lump sum cash payment.   With                                                                
regard to the relocation aspect, Mr. Meyers was not sure of that                                                                
yet.  He emphasized that in the past, ARCO's policy has been to                                                                 
relocate people at least to the point of their origin or an                                                                     
equivalent distance.  However, Mr. Meyers stressed that he hasn't                                                               
seen the final details.                                                                                                         
                                                                                                                                
MR. CAMPBELL added that the BP-Amoco package is similar.                                                                        
                                                                                                                                
Number 0136                                                                                                                     
                                                                                                                                
REPRESENTATIVE OGAN asked  Mr. Campbell whether it is true that BP                                                              
is paying a rather generous premium to the stockholders of ARCO for                                                             
this merger.                                                                                                                    
                                                                                                                                
MR. CAMPBELL explained that the deal "is an all paper deal whereby                                                              
ARCO stockholders will obtain shares in BP-Amoco."  He said that,                                                               
in line with the marketplace, a premium will be paid, and the level                                                             
of that premium will depend upon what the relative share prices are                                                             
on that day.  He recalled that the day the deal was struck, the                                                                 
premium was about 20-25 percent which falls in line with other                                                                  
deals done in the industry.                                                                                                     
                                                                                                                                
REPRESENTATIVE OGAN inquired as to whether BP is open to discussing                                                             
a premium for Alaska.                                                                                                           
                                                                                                                                
MR. CAMPBELL said, "I didn't know Alaska was for sale."   Mr.                                                                   
Campbell commented that he was not sure that he understood                                                                      
Representative Ogan's question.                                                                                                 
                                                                                                                                
REPRESENTATIVE OGAN indicated that BP had to have done something to                                                             
sweeten the deal for the stockholders of ARCO.  Representative Ogan                                                             
said, "You know, Alaska is for sale.  We -- we -- we sell our --                                                                
the rights to our -- our oil, you know, in our royalty and do a lot                                                             
of business, and I just thought maybe see if the door was even open                                                             
for a discussion ... sweeten the deal for us."                                                                                  
                                                                                                                                
MR. CAMPBELL pointed out that a large portion of the $26 billion                                                                
that is being paid in this deal is in relation to Alaskan assets,                                                               
"which we are going to invest a lot of money in developing."  He                                                                
said, "I think that will ensure an efficient oil industry in Alaska                                                             
for the long run, and will sustain production.  I think that's                                                                  
where Alaska wins out."                                                                                                         
                                                                                                                                
MR. MEYERS explained that part of the reason these transactions can                                                             
occur is because redundancies will be removed from the system.                                                                  
The cost reductions taken will result in increased earnings to the                                                              
shareholders.  Therefore, care must be taken when using the word                                                                
premium.  Mr. Meyers said that he couldn't comment further because                                                              
the process is in the quiet period.  However, he noted that this                                                                
merger will result in a significant reduction in cost; as BP has                                                                
quoted, about $1 billion a year.  In part, that reduction can                                                                   
justify what Representative Ogan referred to as the premium.                                                                    
                                                                                                                                
Number 0392                                                                                                                     
                                                                                                                                
REPRESENTATIVE GREEN acknowledged that Mr. Meyers and Mr. Campbell                                                              
are upstream types.  He posed a situation in which ARCO became the                                                              
number one marketer in California and performed a marketing ploy                                                                
that was very effective.  The marketing ploy eliminated credit                                                                  
cards and reduced the price of their product.  Representative Green                                                             
understood that BP sold their marketing in the Northwestern area.                                                               
He asked if there was any feel as to whether BP would market in                                                                 
such a case, under ARCO, or their own brand, or a different brand?                                                              
This all returns to whether there will be this continued strong                                                                 
emphasis on North Slope crude being refined and sold on the west                                                                
coast.                                                                                                                          
                                                                                                                                
MR. CAMPBELL answered that he did not know.  He reiterated that it                                                              
is a global marketplace and the conditions will be set by global                                                                
competition.                                                                                                                    
                                                                                                                                
CHAIR BARNES commented that there are several areas that have not                                                               
been covered such as pipeline ownership, tankers, and how the                                                                   
company would divest itself of the additional acreage if required                                                               
to do so.  Chair Barnes announced that she did not wish to keep Mr.                                                             
Campbell or Mr. Meyer any longer this evening, but would entertain                                                              
having them return again.  She indicated the need to ensure that,                                                               
whatever happens, everyone continues to have a good working                                                                     
relationship and that the interest of Alaska's stockholders are                                                                 
protected.  She viewed Prudhoe Bay as now having only Exxon and BP                                                              
and Alaska doesn't have the same relationship with Exxon as it does                                                             
with BP and ARCO.  Exxon does not have much of a presence in                                                                    
Alaska.  Chair Barnes thanked Mr. Campbell and Mr. Meyers.                                                                      
                                                                                                                                
REPRESENTATIVE PHILLIPS expressed appreciation of the                                                                           
forthrightness of the answers today.  She expressed the need to                                                                 
further discuss Alaska's relationship in the future of the global                                                               
market as far as Alaska being that partner, or that player.                                                                     
                                                                                                                                
REPRESENTATIVE GREEN also appreciated the candid nature of the                                                                  
answers today.                                                                                                                  
                                                                                                                                
CHAIR BARNES asked if any other legislator had any further                                                                      
comments.  She thanked Mr. Campbell and Mr. Meyer again.                                                                        
                                                                                                                                
ADJOURNMENT                                                                                                                     
                                                                                                                                
There being no further business before the committee, the House                                                                 
Special Committee on World Trade and Federal/State Relations                                                                    
meeting was adjourned at 6:48 p.m.                                                                                              

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