JOINT SPECIAL COMMITTEE ON MERGERS March 21, 2000 1:45 P.M. MEMBERS PRESENT Senator Rick Halford, Chairman Representative Joe Green, Vice-Chairman Senator Drue Pearce Representative Brian Porter MEMBERS ABSENT Senator Johnny Ellis Representative Beth Kerttula Representative Jim Whitaker COMMITTEE CALENDAR Discussion of BP Amoco ARCO merger PREVIOUS ACTION See the Joint Special Committee on Mergers minutes dated 6/11/99, 7/28/99, 9/24/99, 9/25/99, 11/18/99, 11/19/99, 1/12/00, 1/18/00, 1/19/00, 2/8/00 and 2/24/00. ACTION NARRATIVE TAPE 00-12, SIDE A Number 0001 CHAIRMAN HALFORD called the Joint Special Committee on Mergers meeting to order at 1:45 p.m. Members present at the call to order were Senators Halford and Pearce and Representatives Green and Porter. He noted that the committee has not met since the Phillips Petroleum announcements, which have received some positive reception. SENATOR PEARCE likened the committee's attempts to take a position on the proposed merger, in its various iterations, to shooting a moving target in that the committee knew there were meetings going on with the Federal Trade Commission (FTC) that the committee was not privy to. With regard to Alaskan interests, a solution was announced last week which became part of an amended charter. She specified that the "solution" is for Phillips Petroleum to purchase all of the Alaskan assets of ARCO. Senator Pearce believes that the committee should take some sort of formal position on that. Number 0142 SENATOR PEARCE made a motion that Chairman Halford prepare a letter on behalf of the Joint Special Committee on Mergers to the FTC. She specified that the letter should say, "We wholeheartedly endorse the purchase of ARCO Alaska assets by Phillips Petroleum Company and once again, urging the FTC, for their part, to move forward with final approval through a consent decree of the merger as soon as they possibly can." SENATOR PEARCE related her understanding that this is not the only piece that is on the table and being negotiated. However, she felt that it would be useful for the committee to signal, along with the Governor's actions, approval [of the merger with the divestiture to Phillips Petroleum Company]. Senator Pearce requested that the motion be approved by unanimous consent. CHAIRMAN HALFORD asked if there were any objections. There being none, it was so ordered and the motion carried. CHAIRMAN HALFORD announced that he hoped to get the letter out in a day or so. Although the next step is unknown at this point, hopefully it will be a consent decree and resolution. REPRESENTATIVE GREEN commented that when he started in engineering 40 years ago, Phillips Petroleum was always a highly regarded company. He noted that he has heard nothing to change that view. CHAIRMAN HALFORD commented that he was impressed with Phillips Petroleum as well. Furthermore, the company's size illustrates its dependence on success in Alaska. REPRESENTATIVE GREEN agreed that to be of key importance. ADJOURNMENT There being no further business before the committee, the Joint Special Committee on Mergers meeting was adjourned at 1:50 p.m.