Calendar No. 651

103D CONGRESS

2D SESSION S. 2249

A BILL

To amend the Alaska Native Claims Settlement

Act, and for other purposes.

SEPTEMBER 27 (legislative day, SEPTEMBER 12), 1994

Reported with amendments
II

Calendar No. 651

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

SEPTEMBER 27 (legislative day, SEPTEMBER 12), 1994

Reported by Mr. JOHNSTON, with amendments

[Omit the part struck through and insert the part printed in italic]

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

2 Inlet Regional Corporation’ means Cook Inlet Region, In3 corporated.

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

5 an amendment to its articles of incorporation made in ac6 cordance with the voting standards under section

7 36(d)(1), purchase Settlement Common Stock of the Cook

8 Inlet Regional Corporation and all rights associated with

9 the stock from the shareholders of Cook Inlet Regional

10 Corporation in accordance with any provisions included in

11 the amendment that relate to the terms, procedures, num12 ber of offers to purchase, and timing of offers to purchase.

13 ‘‘(C) Subject to subparagraph (D), and notwithstand14 ing paragraph (1)(B), the shareholders of Cook Inlet Re15 gional Corporation may, in accordance with an amend16 ment made pursuant to subparagraph (B), sell the Settle17 ment Common Stock of the Cook Inlet Regional Corpora18 tion to itself.

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

20 this paragraph without the prior approval of the board of

21 directors of Cook Inlet Regional Corporation. Except as

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

23 made under this paragraph shall be made pursuant to an

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

25 Common Stock of the Cook Inlet Regional Corporation.
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1 ‘‘(E) To recognize the different rights that accrue to

2 any class or series of shares of Settlement Common Stock

3 owned by stockholders who are not residents of a Native

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

5 shares’), an amendment made pursuant to subparagraph

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

7 of the board) to offer to purchase—

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

9 to share in distributions made to shareholders pur10 suant to subsections (j) and (m) (referred to in this

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

12 price that includes a premium, in addition to the

13 amount that is offered for the purchase of other vil14 lage shares of Settlement Common Stock of the

15 Cook Inlet Regional Corporation, that reflects the

16 value of the nonresident distribution rights; or

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

18 distribution rights associated with the shares.

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

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

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

22 by the shareholder to the Cook Inlet Regional Corpora23 tion—
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1 ‘‘(i) the consideration for a share of Settlement

2 Common Stock offered to shareholders of village

3 shares; and

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

5 that attach to such share that does not have at6 tached voting rights (referred to in this paragraph

7 as a ‘non-voting security’).

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

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

10 that—

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

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

13 to—

14 ‘‘(I) computing distributions under such

15 subsections; and

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

17 the proportional share of the distributions made

18 under such subsections;

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

20 and

21 ‘‘(iii) shall otherwise be subject to the restric22 tions under paragraph (1)(B).

23 ‘‘(H) Any shares of Settlement Common Stock pur24 chased pursuant to this paragraph shall be canceled on

25 the conditions that—
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1 ‘‘(i) non-village shares with the nonresident

2 rights that attach to such shares that are purchased

3 pursuant to this paragraph shall be considered to

4 be—

5 ‘‘(I) outstanding shares; and

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

7 shares of stock registered on the books of the

8 Cook Inlet Regional Corporation in the names

9 of nonresidents of villages; and villages;

10 ‘‘(ii) any amount of funds that would be distrib11 utable with respect to non-village shares or non-vot12 ing securities pursuant to subsection (j) or (m) shall

13 be distributed by Cook Inlet Regional Corporation to

14 itself. itself; and

15 (iii) village shares that are purchased pursuant

16 to this paragraph shall be considered to be

17 (I) outstanding shares, and

18 (II) for the purposes of subsection (k) shares

19 of stock registered on the books of the Cook Inlet

20 Regional Corporation in the names of the resi21 dents of villages.

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

23 made pursuant to this paragraph shall exclude from the

24 offer—
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1 ‘‘(i) any share of Settlement Common Stock

2 held, at the time the offer is made, by an officer (in3 cluding a member of the board of directors) of Cook

4 Inlet Regional Corporation or a member of the im5 mediate family of the officer; and

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

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

8 representing a shareholder of Cook Inlet Regional

9 Corporation in fact or law, or any other similar per10 son, entity, or representative.

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

12 Corporation, in determining the terms of an offer to pur13 chase made under this paragraph, including the amount

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

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

16 of investment bankers or valuation experts.

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

18 Cook Inlet Regional Corporation, a member of the board

19 of directors of Cook Inlet Regional Corporation, and any

20 firm or member of a firm of investment bankers or valu21 ation experts who assists in a determination made under

22 this subparagraph shall not be liable for damages resulting

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

24 purchase of Settlement Common Stock if the offer was

25 made—
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1 ‘‘(I) in good faith;

2 ‘‘(II) in reliance on a determination made pur3 suant to clause (i); and

4 ‘‘(III) otherwise in accordance with this para5 graph.

6 ‘‘(K) The consideration given for the purchase of Set7 tlement Common Stock made pursuant to an offer to pur8 chase that provides for such consideration may be in the

9 form of cash, securities, or a combination of cash and se10 curities, as determined by the board of directors of Cook

11 Inlet Regional Corporation, in a manner consistent with

12 an amendment made pursuant to subparagraph (B).

13 ‘‘(L) The eligibility of any Native or descendant of

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

15 rights or privileges made available to Natives or descend16 ants of Natives by any agency of the Federal Government

17 or the government of a State or political subdivision of

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

19 of Settlement Common Stock in accordance with this

20 paragraph.’’.