```

[Congressional Bills 104th Congress]
[From the U.S. Government Publishing Office]
[S. 444 Reported in Senate (RS)]

                                                        Calendar No. 41
104th CONGRESS
  1st Session
                                 S. 444

                          [Report No. 104-20]

  To amend the Alaska Native Claims Settlement Act to provide for the 
 purchase of common stock of Cook Inlet Region, and for other purposes.

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

            February 16 (legislative day, January 30), 1995

 Mr. Murkowski (for himself and Mr. Stevens) introduced the following 
bill; which was read twice and referred to the Committee on Energy and 
                           Natural Resources

                             March 27, 1995

             Reported by Mr. Murkowski, without aamendment

_______________________________________________________________________

                                 A BILL

 
  To amend the Alaska Native Claims Settlement Act to provide for the 
 purchase of common stock of Cook Inlet Region, and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. PURCHASE OF SETTLEMENT COMMON STOCK OF COOK INLET REGION.

    (a) In General.--Section 7(h) of the Alaska Native Claims 
Settlement Act (43 U.S.C. 1606(h)) is amended by adding at the end the 
following:
    ``(4) Cook Inlet Regional Corporation.--(A) In this paragraph:
            ``(i) The term `Cook Inlet Regional Corporation' means Cook 
        Inlet Region, Incorporated.
            ``(ii) The term `nonresident distribution right' means the 
        right of owners of nonvillage shares to share in distributions 
        made to shareholders pursuant to subsections (j) and (m).
            ``(iii) The term `nonvillage shares' means shares of 
        Settlement Common Stock owned by stockholders who are not 
        residents of a Native village.
            ``(iv) The term `nonvoting security' means a security, for 
        only the nonresident rights that attach to a share of 
        Settlement Common Stock, that does not have attached voting 
        rights.
    ``(B) Cook Inlet Regional Corporation may, by an amendment to its 
articles of incorporation made in accordance with the voting standards 
under section 36(d)(1), purchase Settlement Common Stock of Cook Inlet 
Regional Corporation and all rights associated with the stock from the 
shareholders of Cook Inlet Regional Corporation in accordance with any 
provisions included in the amendment that relate to the terms, 
procedures, number of offers to purchase, and timing of offers to 
purchase.
    ``(C) Subject to subparagraph (D), and notwithstanding paragraph 
(1)(B), the shareholders of Cook Inlet Regional Corporation may, in 
accordance with an amendment made pursuant to subparagraph (B), sell 
Settlement Common Stock of the Cook Inlet Regional Corporation to the 
Corporation.
    ``(D) No purchase or sale may be made pursuant to this paragraph 
without the prior approval of the board of directors of Cook Inlet 
Regional Corporation. Except as provided in subparagraph (E), each 
purchase and sale made under this paragraph shall be made pursuant to 
an offer made on the same terms to all holders of Settlement Common 
Stock of the Cook Inlet Regional Corporation.
    ``(E) To recognize the different rights that accrue to any class or 
series of nonvillage shares, an amendment made pursuant to subparagraph 
(B) shall authorize the board of directors (at the option of the board) 
to offer to purchase--
            ``(i) nonvillage shares, including nonresident distribution 
        rights, at a price that includes a premium, in addition to the 
        amount that is offered for the purchase of other village shares 
        of Settlement Common Stock of the Cook Inlet Regional 
        Corporation, that reflects the value of the nonresident 
        distribution rights; or
            ``(ii) nonvillage shares without the nonresident 
        distribution rights associated with the shares.
    ``(F) Any shareholder who accepts an offer made by the board of 
directors pursuant to subparagraph (E)(ii) shall receive, with respect 
to each nonvillage share sold by the shareholder to the Cook Inlet 
Regional Corporation--
            ``(i) the consideration for a share of Settlement Common 
        Stock offered to shareholders of village shares; and
            ``(ii) a nonvoting security.
    ``(G) An amendment made pursuant to subparagraph (B) shall 
authorize the issuance of a nonvoting security that--
            ``(i) shall, for purposes of subsections (j) and (m), be 
        treated as a nonvillage share with respect to--
                    ``(I) computing distributions under those 
                subsections; and
                    ``(II) entitling the holder of the share to the 
                proportional share of the distributions made under 
                those subsections;
            ``(ii) may be sold to Cook Inlet Regional Corporation; and
            ``(iii) shall otherwise be subject to the restrictions 
        under paragraph (1)(B).
    ``(H) A share of Settlement Common Stock purchased pursuant to this 
paragraph shall be canceled on the conditions that--
            ``(i) a nonvillage share with the nonresident rights that 
        attach to such a share that is purchased pursuant to this 
        paragraph shall be considered to be--
                    ``(I) an outstanding share; and
                    ``(II) for the purposes of subsection (m), a share 
                of stock registered on the books of the Cook Inlet 
                Regional Corporation in the name of a stockholder who 
                is not a resident of a Native village;
            ``(ii) any amount of funds that would be distributable with 
        respect to a nonvillage share or nonvoting security pursuant to 
        subsection (j) or (m) shall be distributed by Cook Inlet 
        Regional Corporation to the Corporation; and
            ``(iii) a village share that is purchased pursuant to this 
        paragraph shall be considered to be--
                    ``(I) an outstanding share; and
                    ``(II) for the purposes of subsection (k), shares 
                of stock registered on the books of the Cook Inlet 
                Regional Corporation in the name of a resident of a 
                Native village.
    ``(I) Any offer to purchase Settlement Common Stock made pursuant 
to this paragraph shall exclude from the offer--
            ``(i) any share of Settlement Common Stock held, at the 
        time the offer is made, by an officer (including a member of 
        the board of directors) of Cook Inlet Regional Corporation or a 
        member of the immediate family of the officer; and
            ``(ii) any share of Settlement Common Stock held by any 
        custodian, guardian, trustee, or attorney representing a 
        shareholder of Cook Inlet Regional Corporation in fact or law, 
        or any other similar person, entity, or representative.
    ``(J)(i) The board of directors of Cook Inlet Regional Corporation, 
in determining the terms of an offer to purchase made under this 
paragraph, including the amount of any premium paid with respect to a 
nonvillage share, may rely upon the good faith opinion of a recognized 
firm of investment bankers or valuation experts.
    ``(ii) Notwithstanding any other law, Cook Inlet Regional 
Corporation, a member of the board of directors of Cook Inlet Regional 
Corporation, and any firm or member of a firm of investment bankers or 
valuation experts who assists in a determination made under this 
subparagraph shall not be liable for damages resulting from terms made 
in an offer made in connection with any purchase of Settlement Common 
Stock if the offer was made--
            ``(I) in good faith;
            ``(II) in reliance on a determination made pursuant to 
        clause (i); and
            ``(III) otherwise in accordance with this paragraph.
    ``(K) The consideration given for the purchase of Settlement Common 
Stock made pursuant to an offer to purchase that provides for the 
consideration may be in the form of cash, securities, or a combination 
of cash and securities, as determined by the board of directors of Cook 
Inlet Regional Corporation, in a manner consistent with an amendment 
made pursuant to subparagraph (B).
    ``(L) Sale of Settlement Common Stock in accordance with this 
paragraph shall not diminish a shareholder's status as a Native or 
descendant of a Native for the purpose of qualifying for those 
programs, benefits and services or other rights or privileges set out 
for the benefit of Natives and Native Americans. Proceeds from the sale 
of Settlement Common Stock shall not be excluded in determining 
eligibility for any needs-based program that may be provided by a 
Federal, State, or local agency.''.
    (b) Conforming Amendment.--Section 8(c) of the Alaska Native Claims 
Settlement Act (43 U.S.C. 1607(c)) is amended by striking ``(h)'' and 
inserting ``(h) (other than paragraph (4))''.
                                     

                                                        Calendar No. 41

104th CONGRESS

  1st Session

                                 S. 444

                          [Report No. 104-20]

_______________________________________________________________________

                                 A BILL

  To amend the Alaska Native Claims Settlement Act to provide for the 
 purchase of common stock of Cook Inlet Region, and for other purposes.

_______________________________________________________________________

                             March 27, 1995

                       Reported without amendment
```