II

104TH CONGRESS

1ST SESSION H. R. 421

IN THE SENATE OF THE UNITED STATES

MARCH 15, 1995

Received

AN ACT

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 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;

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; and

15 ‘‘(iii) village shares that are purchased pursu16 ant to this paragraph shall be considered to be—

17 ‘‘(I) outstanding shares, and

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

19 shares of stock registered on the books of the

20 Cook Inlet Regional Corporation in the names

21 of the residents 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) Neither Cook Inlet Regional Corporation nor a

18 member of the board of directors or officers of Cook Inlet

19 Regional Corporation shall be liable for damages resulting

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

21 purchase of Settlement Common Stock if the offer was

22 made—

23 ‘‘(I) in good faith;

24 ‘‘(II) in reliance on a determination made pur25 suant to clause (i); and
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1 ‘‘(III) otherwise in accordance with this para2 graph.

3 ‘‘(K) The consideration given for the purchase of Set4 tlement Common Stock made pursuant to an offer to pur5 chase that provides for such consideration may be in the

6 form of cash, securities, or a combination of cash and se7 curities, as determined by the board of directors of Cook

8 Inlet Regional Corporation, in a manner consistent with

9 an amendment made pursuant to subparagraph (B).

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

11 with this paragraph shall not diminish a shareholder’s sta12 tus as an Alaska Native or descendant of a Native for

13 the purpose of qualifying for those programs, benefits and

14 services or other rights or privileges set out for the benefit

15 of Alaska Natives and Native Americans. Proceeds from

16 the sale of Settlement Common Stock shall not be ex17 cluded in determining eligibility for any needs-based pro18 grams that may be provided by Federal, State or local

19 agencies.’’.

20 (b) CONFORMING AMENDMENT.—Section 8(c) of

21 such Act (43 U.S.C. 1607(c)) is amended by striking

22 ‘‘(h)’’ and inserting ‘‘(h) (other than paragraph (4))’’.

Passed the House of Representatives March 14,

1995.

Attest: ROBIN H. CARLE,

Clerk.