Union Calendar No. 444

103D CONGRESS

2D SESSION H. R. 4665

[Report No. 103–798]

A BILL

To amend the Alaska Native Claims Settlement

Act, and for other purposes.

OCTOBER 3, 1994

Reported with an amendment, committed to the Commitordered to be printed tee of the Whole House on the State of the Union, and
IB

Union Calendar No. 444

103D CONGRESS

2D SESSION H. R. 4665

[Report No. 103–798]

To amend the Alaska Native Claims Settlement Act, and for other purposes.

IN THE HOUSE OF REPRESENTATIVES

JUNE 28, 1994

Mr. YOUNG of Alaska introduced the following bill; which was referred to the

Committee on Natural Resources

OCTOBER 3, 1994

Reported with an amendment, committed to the Committee of the Whole

House on the State of the Union, and ordered to be printed

[Strike out all after the enacting clause and insert the part printed in italic]

[For text of introduced bill, see copy of bill as introduced on June 28, 1994]

A BILL

To amend the Alaska Native Claims Settlement Act, and

for other purposes.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,
2

•HR 4665 RH

1 SECTION 1. PURCHASE OF SETTLEMENT COMMON STOCK

2 OF COOK INLET REGION.

3 (a) IN GENERAL.—Section 7(h) of the Alaska Native

4 Claims Settlement Act (43 U.S.C. 1606(h)) is amended by

5 adding at the end the following new paragraph:

6 ‘‘(4)(A) As used in this paragraph, the term ‘Cook

7 Inlet Regional Corporation’ means Cook Inlet Region, In8 corporated.

9 ‘‘(B) The Cook Inlet Regional Corporation may, by an

10 amendment to its articles of incorporation made in accord11 ance with the voting standards under section 36(d)(1), pur12 chase Settlement Common Stock of the Cook Inlet Regional

13 Corporation and all rights associated with the stock from

14 the shareholders of Cook Inlet Regional Corporation in ac15 cordance with any provisions included in the amendment

16 that relate to the terms, procedures, number of offers to pur17 chase, and timing of offers to purchase.

18 ‘‘(C) Subject to subparagraph (D), and notwithstand19 ing paragraph (1)(B), the shareholders of Cook Inlet Re20 gional Corporation may, in accordance with an amendment

21 made pursuant to subparagraph (B), sell the Settlement

22 Common Stock of the Cook Inlet Regional Corporation to

23 itself.

24 ‘‘(D) No sale or purchase may be made pursuant to

25 this paragraph without the prior approval of the board of

26 directors of Cook Inlet Regional Corporation. Except as
3

•HR 4665 RH

1 provided in subparagraph (E), each sale and purchase

2 made under this paragraph shall be made pursuant to an

3 offer made on the same terms to all holders of Settlement

4 Common Stock of the Cook Inlet Regional Corporation.

5 ‘‘(E) To recognize the different rights that accrue to

6 any class or series of shares of Settlement Common Stock

7 owned by stockholders who are not residents of a Native

8 village (referred to in this paragraph as ‘non-village

9 shares’), an amendment made pursuant to subparagraph

10 (B) shall authorize the board of directors (at the option of

11 the board) to offer to purchase—

12 ‘‘(i) the non-village shares, including the right to

13 share in distributions made to shareholders pursuant

14 to subsections (j) and (m) (referred to in this para15 graph as ‘nonresident distribution rights’), at a price

16 that includes a premium, in addition to the amount

17 that is offered for the purchase of other village shares

18 of Settlement Common Stock of the Cook Inlet Re19 gional Corporation, that reflects the value of the non20 resident distribution rights; or

21 ‘‘(ii) non-village shares without the nonresident

22 distribution rights associated with the shares.

23 ‘‘(F) Any shareholder who accepts an offer made by

24 the board of directors pursuant to subparagraph (E)(ii)
4

•HR 4665 RH

1 shall receive, with respect to each non-village share sold by

2 the shareholder to the Cook Inlet Regional Corporation—

3 ‘‘(i) the consideration for a share of Settlement

4 Common Stock offered to shareholders of village

5 shares; and

6 ‘‘(ii) a security for only the nonresident rights

7 that attach to such share that does not have attached

8 voting rights (referred to in this paragraph as a ‘non9 voting security’).

10 ‘‘(G) An amendment made pursuant to subparagraph

11 (B) shall authorize the issuance of a non-voting security

12 that—

13 ‘‘(i) shall, for purposes of subsections (j) and

14 (m), be treated as a non-village share with respect

15 to—

16 ‘‘(I) computing distributions under such

17 subsections; and

18 ‘‘(II) entitling the holder of the share to the

19 proportional share of the distributions made

20 under such subsections;

21 ‘‘(ii) may be sold to Cook Inlet Region, Inc.; and

22 ‘‘(iii) shall otherwise be subject to the restrictions

23 under paragraph (1)(B).
5

•HR 4665 RH

1 ‘‘(H) Any shares of Settlement Common Stock pur2 chased pursuant to this paragraph shall be canceled on the

3 conditions that—

4 ‘‘(i) non-village shares with the nonresident

5 rights that attach to such shares that are purchased

6 pursuant to this paragraph shall be considered to

7 be—

8 ‘‘(I) outstanding shares; and

9 ‘‘(II) for the purposes of subsection (m),

10 shares of stock registered on the books of the Cook

11 Inlet Regional Corporation in the names of non12 residents of villages;

13 ‘‘(ii) any amount of funds that would be distrib14 utable with respect to non-village shares or non-voting

15 securities pursuant to subsection (j) or (m) shall be

16 distributed by Cook Inlet Regional Corporation to it17 self; and

18 ‘‘(iii) village shares that are purchased pursuant

19 to this paragraph shall be considered to be—

20 ‘‘(I) outstanding shares, and

21 ‘‘(II) for the purposes of subsection (k)

22 shares of stock registered on the books of the Cook

23 Inlet Regional Corporation in the names of the

24 residents of villages.
6

•HR 4665 RH

1 ‘‘(I) Any offer to purchase Settlement Common Stock

2 made pursuant to this paragraph shall exclude from the

3 offer—

4 ‘‘(i) any share of Settlement Common Stock held,

5 at the time the offer is made, by an officer (including

6 a member of the board of directors) of Cook Inlet Re7 gional Corporation or a member of the immediate

8 family of the officer; and

9 ‘‘(ii) any share of Settlement Common Stock held

10 by any custodian, guardian, trustee, or attorney rep11 resenting a shareholder of Cook Inlet Regional Cor12 poration in fact or law, or any other similar person,

13 entity, or representative.

14 ‘‘(J)(i) The board of directors of Cook Inlet Regional

15 Corporation, in determining the terms of an offer to pur16 chase made under this paragraph, including the amount

17 of any premium paid with respect to a non-village share,

18 may rely upon the good faith opinion of a recognized firm

19 of investment bankers or valuation experts.

20 ‘‘(ii) Notwithstanding any other provision of law, Cook

21 Inlet Regional Corporation, a member of the board of direc22 tors of Cook Inlet Regional Corporation, and any firm or

23 member of a firm of investment bankers or valuation ex24 perts who assists in a determination made under this sub25 paragraph shall not be liable for damages resulting from
7

•HR 4665 RH

1 terms made in an offer made in connection with any pur2 chase of Settlement Common Stock if the offer was made—

3 ‘‘(I) in good faith;

4 ‘‘(II) in reliance on a determination made pur5 suant to clause (i); and

6 ‘‘(II) otherwise in accordance with this para7 graph.

8 ‘‘(K) The consideration given for the purchase of Set9 tlement Common Stock made pursuant to an offer to pur10 chase that provides for such consideration may be in the

11 form of cash, securities, or a combination of cash and secu12 rities, as determined by the board of directors of Cook Inlet

13 Regional Corporation, in a manner consistent with an

14 amendment made pursuant to subparagraph (B).

15 ‘‘(L) Sale of Settlement Common Stock in accordance

16 with this paragraph shall not diminish a shareholder’s sta17 tus as an Alaska Native or descendant of a Native for the

18 purpose of qualifying for those programs, benefits and serv19 ices or other rights or privileges set out for the benefit of

20 Alaska Natives and Native Americans. Proceeds from the

21 sale of Settlement Common Stock shall not be excluded in

22 determining eligibility for any needs-based programs that

23 may be provided by Federal, State or local agencies.’’.
8

•HR 4665 RH

1 (b) CONFORMING AMENDMENT.—Section 8(c) of such

2 Act (43 U.S.C. 1607(c)) is amended by striking ‘‘(h)’’ and

3 inserting ‘‘(h) (other than paragraph (4))’’.