II

104TH CONGRESS

1ST SESSION S. 444

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

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.

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

3 SECTION 1. PURCHASE OF SETTLEMENT COMMON STOCK

4 OF COOK INLET REGION.

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

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

7 by adding at the end the following:

8 ‘‘(4) COOK INLET REGIONAL CORPORATION.—(A) In

9 this paragraph:
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1 ‘‘(i) The term ‘Cook Inlet Regional Corporation’

2 means Cook Inlet Region, Incorporated.

3 ‘‘(ii) The term ‘nonresident distribution right’

4 means the right of owners of nonvillage shares to

5 share in distributions made to shareholders pursuant

6 to subsections (j) and (m).

7 ‘‘(iii) The term ‘nonvillage shares’ means shares

8 of Settlement Common Stock owned by stockholders

9 who are not residents of a Native village.

10 ‘‘(iv) The term ‘nonvoting security’ means a se11 curity, for only the nonresident rights that attach to

12 a share of Settlement Common Stock, that does not

13 have attached voting rights.

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

15 amendment to its articles of incorporation made in accord16 ance with the voting standards under section 36(d)(1),

17 purchase Settlement Common Stock of Cook Inlet Re18 gional Corporation and all rights associated with the stock

19 from the shareholders of Cook Inlet Regional Corporation

20 in accordance with any provisions included in the amend21 ment that relate to the terms, procedures, number of of22 fers to purchase, and timing of offers to purchase.

23 ‘‘(C) Subject to subparagraph (D), and notwithstand24 ing paragraph (1)(B), the shareholders of Cook Inlet Re25 gional Corporation may, in accordance with an amend-
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1 ment made pursuant to subparagraph (B), sell Settlement

2 Common Stock of the Cook Inlet Regional Corporation to

3 the Corporation.

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

5 this paragraph without the prior approval of the board of

6 directors of Cook Inlet Regional Corporation. Except as

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

8 made under this paragraph shall be made pursuant to an

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

10 Common Stock of the Cook Inlet Regional Corporation.

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

12 any class or series of nonvillage shares, an amendment

13 made pursuant to subparagraph (B) shall authorize the

14 board of directors (at the option of the board) to offer

15 to purchase—

16 ‘‘(i) nonvillage shares, including nonresident

17 distribution rights, at a price that includes a pre18 mium, in addition to the amount that is offered for

19 the purchase of other village shares of Settlement

20 Common Stock of the Cook Inlet Regional Corpora21 tion, that reflects the value of the nonresident dis22 tribution rights; or

23 ‘‘(ii) nonvillage shares without the nonresident

24 distribution rights associated with the shares.
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1 ‘‘(F) Any shareholder who accepts an offer made by

2 the board of directors pursuant to subparagraph (E)(ii)

3 shall receive, with respect to each nonvillage share sold

4 by the shareholder to the Cook Inlet Regional Corpora5 tion—

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

7 Common Stock offered to shareholders of village

8 shares; and

9 ‘‘(ii) a nonvoting security.

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

11 (B) shall authorize the issuance of a nonvoting security

12 that—

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

14 (m), be treated as a nonvillage share with respect

15 to—

16 ‘‘(I) computing distributions under those

17 subsections; and

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

19 the proportional share of the distributions made

20 under those subsections;

21 ‘‘(ii) may be sold to Cook Inlet Regional Cor22 poration; and

23 ‘‘(iii) shall otherwise be subject to the restric24 tions under paragraph (1)(B).
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1 ‘‘(H) A share of Settlement Common Stock pur2 chased pursuant to this paragraph shall be canceled on

3 the conditions that—

4 ‘‘(i) a nonvillage share with the nonresident

5 rights that attach to such a share that is purchased

6 pursuant to this paragraph shall be considered to

7 be—

8 ‘‘(I) an outstanding share; and

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

10 share of stock registered on the books of the

11 Cook Inlet Regional Corporation in the name of

12 a stockholder who is not a resident of a Native

13 village;

14 ‘‘(ii) any amount of funds that would be distrib15 utable with respect to a nonvillage share or

16 nonvoting security pursuant to subsection (j) or (m)

17 shall be distributed by Cook Inlet Regional Corpora18 tion to the Corporation; and

19 ‘‘(iii) a village share that is purchased pursuant

20 to this paragraph shall be considered to be—

21 ‘‘(I) an outstanding share; and

22 ‘‘(II) for the purposes of subsection (k),

23 shares of stock registered on the books of the

24 Cook Inlet Regional Corporation in the name of

25 a resident of a Native village.
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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

5 held, at the time the offer is made, by an officer (in6 cluding a member of the board of directors) of Cook

7 Inlet Regional Corporation or a member of the im8 mediate family of the officer; and

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

10 held by any custodian, guardian, trustee, or attorney

11 representing a shareholder of Cook Inlet Regional

12 Corporation in fact or law, or any other similar per13 son, 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 nonvillage 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 law, Cook Inlet Re21 gional Corporation, a member of the board of directors

22 of Cook Inlet Regional Corporation, and any firm or mem23 ber of a firm of investment bankers or valuation experts

24 who assists in a determination made under this subpara25 graph shall not be liable for damages resulting from terms
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1 made in an offer made in connection with any purchase

2 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 ‘‘(III) 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 the consideration may be in the

11 form of cash, securities, or a combination of cash and se12 curities, as determined by the board of directors of Cook

13 Inlet Regional Corporation, in a manner consistent with

14 an 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 a Native or descendant of a Native for the purpose

18 of qualifying for those programs, benefits and services or

19 other rights or privileges set out for the benefit of Natives

20 and Native Americans. Proceeds from the sale of Settle21 ment Common Stock shall not be excluded in determining

22 eligibility for any needs-based program that may be pro23 vided by a Federal, State, or local agency.’’.

24 (b) CONFORMING AMENDMENT.—Section 8(c) of the

25 Alaska Native Claims Settlement Act (43 U.S.C. 1607(c))
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1 is amended by striking ‘‘(h)’’ and inserting ‘‘(h) (other

2 than paragraph (4))’’.

Æ