II

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.

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

5 by adding at the end the following:

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

7 this paragraph:

8 ‘‘(i) The term ‘Cook Inlet Regional Corporation’

9 means Cook Inlet Region, Incorporated.

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

11 means the right of owners of nonvillage shares to

12 share in distributions made to shareholders pursuant

13 to subsections (j) and (m).

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

15 of Settlement Common Stock owned by stockholders

16 who are not residents of a Native village.

17 ‘‘(iv) The term ‘nonvoting security’ means a se18 curity, for only the nonresident rights that attach to

19 a share of Settlement Common Stock, that does not

20 have attached voting rights.

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

22 amendment to its articles of incorporation made in accord23 ance with the voting standards under section 36(d)(1),

24 purchase Settlement Common Stock of Cook Inlet Re25 gional Corporation and all rights associated with the stock

26 from the shareholders of Cook Inlet Regional Corporation
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1 in accordance with any provisions included in the amend2 ment that relate to the terms, procedures, number of of3 fers to purchase, and timing of offers to purchase.

4 ‘‘(C) Subject to subparagraph (D), and notwithstand5 ing paragraph (1)(B), the shareholders of Cook Inlet Re6 gional Corporation may, in accordance with an amend7 ment made pursuant to subparagraph (B), sell Settlement

8 Common Stock of the Cook Inlet Regional Corporation to

9 the Corporation.

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

11 this paragraph without the prior approval of the board of

12 directors of Cook Inlet Regional Corporation. Except as

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

14 made under this paragraph shall be made pursuant to an

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

16 Common Stock of the Cook Inlet Regional Corporation.

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

18 any class or series of nonvillage shares, an amendment

19 made pursuant to subparagraph (B) shall authorize the

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

21 to purchase—

22 ‘‘(i) nonvillage shares, including nonresident

23 distribution rights, at a price that includes a pre24 mium, in addition to the amount that is offered for

25 the purchase of other village shares of Settlement
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1 Common Stock of the Cook Inlet Regional Corpora2 tion, that reflects the value of the nonresident dis3 tribution rights; or

4 ‘‘(ii) nonvillage shares without the nonresident

5 distribution rights associated with the shares.

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

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

8 shall receive, with respect to each nonvillage share sold

9 by the shareholder to the Cook Inlet Regional Corpora10 tion—

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

12 Common Stock offered to shareholders of village

13 shares; and

14 ‘‘(ii) a nonvoting security.

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

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

17 that—

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

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

20 to—

21 ‘‘(I) computing distributions under those

22 subsections; and

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

24 the proportional share of the distributions made

25 under those subsections;
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1 ‘‘(ii) may be sold to Cook Inlet Regional Cor2 poration; and

3 ‘‘(iii) shall otherwise be subject to the restric4 tions under paragraph (1)(B).

5 ‘‘(H) A share of Settlement Common Stock pur6 chased pursuant to this paragraph shall be canceled on

7 the conditions that—

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

9 rights that attach to such a share that is purchased

10 pursuant to this paragraph shall be considered to

11 be—

12 ‘‘(I) an outstanding share; and

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

14 share of stock registered on the books of the

15 Cook Inlet Regional Corporation in the name of

16 a stockholder who is not a resident of a Native

17 village;

18 ‘‘(ii) any amount of funds that would be distrib19 utable with respect to a nonvillage share or

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

21 shall be distributed by Cook Inlet Regional Corpora22 tion to the Corporation; and

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

24 to this paragraph shall be considered to be—

25 ‘‘(I) an outstanding share; and
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1 ‘‘(II) for the purposes of subsection (k),

2 shares of stock registered on the books of the

3 Cook Inlet Regional Corporation in the name of

4 a resident of a Native village.

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

6 made pursuant to this paragraph shall exclude from the

7 offer—

8 ‘‘(i) any share of Settlement Common Stock

9 held, at the time the offer is made, by an officer (in10 cluding a member of the board of directors) of Cook

11 Inlet Regional Corporation or a member of the im12 mediate family of the officer; and

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

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

15 representing a shareholder of Cook Inlet Regional

16 Corporation in fact or law, or any other similar per17 son, entity, or representative.

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

19 Corporation, in determining the terms of an offer to pur20 chase made under this paragraph, including the amount

21 of any premium paid with respect to a nonvillage share,

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

23 of investment bankers or valuation experts.

24 ‘‘(ii) Notwithstanding any other law, Cook Inlet Re25 gional Corporation, a member of the board of directors
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1 of Cook Inlet Regional Corporation, and any firm or mem2 ber of a firm of investment bankers or valuation experts

3 who assists in a determination made under this subpara4 graph shall not be liable for damages resulting from terms

5 made in an offer made in connection with any purchase

6 of Settlement Common Stock if the offer was made—

7 ‘‘(I) in good faith;

8 ‘‘(II) in reliance on a determination made pur9 suant to clause (i); and

10 ‘‘(III) otherwise in accordance with this para11 graph.

12 ‘‘(K) The consideration given for the purchase of Set13 tlement Common Stock made pursuant to an offer to pur14 chase that provides for the consideration may be in the

15 form of cash, securities, or a combination of cash and se16 curities, as determined by the board of directors of Cook

17 Inlet Regional Corporation, in a manner consistent with

18 an amendment made pursuant to subparagraph (B).

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

20 with this paragraph shall not diminish a shareholder’s sta21 tus as a Native or descendant of a Native for the purpose

22 of qualifying for those programs, benefits and services or

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

24 and Native Americans. Proceeds from the sale of Settle25 ment Common Stock shall not be excluded in determining
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1 eligibility for any needs-based program that may be pro2 vided by a Federal, State, or local agency.’’.

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

4 Alaska Native Claims Settlement Act (43 U.S.C. 1607(c))

5 is amended by striking ‘‘(h)’’ and inserting ‘‘(h) (other

6 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

Cook Inlet Region, and for other purposes.to provide for the purchase of common stock of

MARCH 27, 1995

Reported without amendment