I

104TH CONGRESS

1ST SESSION H. R. 421

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 HOUSE OF REPRESENTATIVES

JANUARY 4, 1995

Mr. YOUNG of Alaska introduced the following bill; which was referred to the

Committee on 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 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;

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; and

10 ‘‘(iii) village shares that are purchased pursu11 ant to this paragraph shall be considered to be—

12 ‘‘(I) outstanding shares, and

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

14 shares of stock registered on the books of the

15 Cook Inlet Regional Corporation in the names

16 of the residents of villages.

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

18 made pursuant to this paragraph shall exclude from the

19 offer—

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

21 held, at the time the offer is made, by an officer (in22 cluding a member of the board of directors) of Cook

23 Inlet Regional Corporation or a member of the im24 mediate family of the officer; and
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1 ‘‘(ii) any share of Settlement Common Stock

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

3 representing a shareholder of Cook Inlet Regional

4 Corporation in fact or law, or any other similar per5 son, entity, or representative.

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

7 Corporation, in determining the terms of an offer to pur8 chase made under this paragraph, including the amount

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

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

11 of investment bankers or valuation experts.

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

13 Cook Inlet Regional Corporation, a member of the board

14 of directors of Cook Inlet Regional Corporation, and any

15 firm or member of a firm of investment bankers or valu16 ation experts who assists in a determination made under

17 this subparagraph shall not be liable for damages resulting

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

19 purchase of Settlement Common Stock if the offer was

20 made—

21 ‘‘(I) in good faith;

22 ‘‘(II) in reliance on a determination made pur23 suant to clause (i); and

24 ‘‘(III) otherwise in accordance with this para25 graph.
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1 ‘‘(K) The consideration given for the purchase of Set2 tlement Common Stock made pursuant to an offer to pur3 chase that provides for such consideration may be in the

4 form of cash, securities, or a combination of cash and se5 curities, as determined by the board of directors of Cook

6 Inlet Regional Corporation, in a manner consistent with

7 an amendment made pursuant to subparagraph (B).

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

9 with this paragraph shall not diminish a shareholder’s sta10 tus as an Alaska Native or descendant of a Native for

11 the purpose of qualifying for those programs, benefits and

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

13 of Alaska Natives and Native Americans. Proceeds from

14 the sale of Settlement Common Stock shall not be ex15 cluded in determining eligibility for any needs-based pro16 grams that may be provided by Federal, State or local

17 agencies.’’.

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

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

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

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