II

103D CONGRESS

2D SESSION S. 2249

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

IN THE SENATE OF THE UNITED STATES

JUNE 29 (legislative day, JUNE 7), 1994

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, 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 Section 7(h) of the Alaska Native Claims Settlement

6 Act (43 U.S.C. 1606(h)) is amended by adding at the end

7 the following new paragraph:

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

9 Inlet Regional Corporation’ means Cook Inlet Region, In10 corporated.
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1 ‘‘(B) The Cook Inlet Regional Corporation may, by

2 an amendment to its articles of incorporation made in ac3 cordance with the voting standards under section

4 36(d)(1), purchase Settlement Common Stock of the Cook

5 Inlet Regional Corporation and all rights associated with

6 the stock from the shareholders of Cook Inlet Regional

7 Corporation in accordance with any provisions included in

8 the amendment that relate to the terms, procedures, num9 ber of offers to purchase, and timing of offers to purchase.

10 ‘‘(C) Subject to subparagraph (D), and notwithstand11 ing paragraph (1)(B), the shareholders of Cook Inlet Re12 gional Corporation may, in accordance with an amend13 ment made pursuant to subparagraph (B), sell the Settle14 ment Common Stock of the Cook Inlet Regional Corpora15 tion to itself.

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

17 this paragraph without the prior approval of the board of

18 directors of Cook Inlet Regional Corporation. Except as

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

20 made under this paragraph shall be made pursuant to an

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

22 Common Stock of the Cook Inlet Regional Corporation.

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

24 any class or series of shares of Settlement Common Stock

25 owned by stockholders who are not residents of a Native
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1 village (referred to in this paragraph as ‘non-village

2 shares’), an amendment made pursuant to subparagraph

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

4 of the board) to offer to purchase—

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

6 to share in distributions made to shareholders pur7 suant to subsections (j) and (m) (referred to in this

8 paragraph as ‘nonresident distribution rights’), at a

9 price that includes a premium, in addition to the

10 amount that is offered for the purchase of other vil11 lage shares of Settlement Common Stock of the

12 Cook Inlet Regional Corporation, that reflects the

13 value of the nonresident distribution rights; or

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

15 distribution rights associated with the shares.

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

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

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

19 by the shareholder to the Cook Inlet Regional Corpora20 tion—

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

22 Common Stock offered to shareholders of village

23 shares; and

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

25 that attach to such share that does not have at-
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1 tached voting rights (referred to in this paragraph

2 as a ‘non-voting security’).

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

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

5 that—

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

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

8 to—

9 ‘‘(I) computing distributions under such

10 subsections; and

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

12 the proportional share of the distributions made

13 under such subsections;

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

15 and

16 ‘‘(iii) shall otherwise be subject to the restric17 tions under paragraph (1)(B).

18 ‘‘(H) Any shares of Settlement Common Stock pur19 chased pursuant to this paragraph shall be canceled on

20 the conditions that—

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

22 rights that attach to such shares that are purchased

23 pursuant to this paragraph shall be considered to

24 be—

25 ‘‘(I) outstanding shares; and
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1 ‘‘(II) for the purposes of subsection (m),

2 shares of stock registered on the books of the

3 Cook Inlet Regional Corporation in the names

4 of nonresidents of villages; and

5 ‘‘(ii) any amount of funds that would be distrib6 utable with respect to non-village shares or non-vot7 ing securities pursuant to subsection (j) or (m) shall

8 be distributed by Cook Inlet Regional Corporation to

9 itself.

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

11 made pursuant to this paragraph shall exclude from the

12 offer—

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

14 held, at the time the offer is made, by an officer (in15 cluding a member of the board of directors) of Cook

16 Inlet Regional Corporation or a member of the im17 mediate family of the officer; and

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

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

20 representing a shareholder of Cook Inlet Regional

21 Corporation in fact or law, or any other similar per22 son, entity, or representative.

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

24 Corporation, in determining the terms of an offer to pur25 chase made under this paragraph, including the amount
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1 of any premium paid with respect to a non-village share,

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

3 of investment bankers or valuation experts.

4 ‘‘(ii) Notwithstanding any other provision of law,

5 Cook Inlet Regional Corporation, a member of the board

6 of directors of Cook Inlet Regional Corporation, and any

7 firm or member of a firm of investment bankers or valu8 ation experts who assists in a determination made under

9 this subparagraph shall not be liable for damages resulting

10 from terms made in an offer made in connection with any

11 purchase of Settlement Common Stock if the offer was

12 made—

13 ‘‘(I) in good faith;

14 ‘‘(II) in reliance on a determination made pur15 suant to clause (i); and

16 ‘‘(III) otherwise in accordance with this para17 graph.

18 ‘‘(K) The consideration given for the purchase of Set19 tlement Common Stock made pursuant to an offer to pur20 chase that provides for such consideration may be in the

21 form of cash, securities, or a combination of cash and se22 curities, as determined by the board of directors of Cook

23 Inlet Regional Corporation, in a manner consistent with

24 an amendment made pursuant to subparagraph (B).
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1 ‘‘(L) The eligibility of any Native or descendant of

2 a Native for any programs, benefits, services, or other

3 rights or privileges made available to Natives or descend4 ants of Natives by any agency of the Federal Government

5 or the government of a State or political subdivision of

6 a State shall not be diminished or affected by the sale

7 of Settlement Common Stock in accordance with this

8 paragraph.’’.

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