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[Congressional Bills 104th Congress]
[From the U.S. Government Publishing Office]
[H.R. 421 Placed on Calendar Senate (PCS)]

                                                        Calendar No. 43
104th CONGRESS
  1st Session
                                H. R. 421

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                             March 15, 1995

                                Received

                             March 27, 1995

                 Read twice and placed on the calendar

_______________________________________________________________________

                                 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.

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

SECTION 1. PURCHASE OF SETTLEMENT COMMON STOCK OF COOK INLET REGION.

    (a) In General.--Section 7(h) of the Alaska Native Claims 
Settlement Act (43 U.S.C. 1606(h)) is amended by adding at the end the 
following new paragraph:
    ``(4)(A) As used in this paragraph, the term `Cook Inlet Regional 
Corporation' means Cook Inlet Region, Incorporated.
    ``(B) The Cook Inlet Regional Corporation may, by an amendment to 
its articles of incorporation made in accordance with the voting 
standards under section 36(d)(1), purchase Settlement Common Stock of 
the Cook Inlet Regional Corporation and all rights associated with the 
stock from the shareholders of Cook Inlet Regional Corporation in 
accordance with any provisions included in the amendment that relate to 
the terms, procedures, number of offers to purchase, and timing of 
offers to purchase.
    ``(C) Subject to subparagraph (D), and notwithstanding paragraph 
(1)(B), the shareholders of Cook Inlet Regional Corporation may, in 
accordance with an amendment made pursuant to subparagraph (B), sell 
the Settlement Common Stock of the Cook Inlet Regional Corporation to 
itself.
    ``(D) No sale or purchase may be made pursuant to this paragraph 
without the prior approval of the board of directors of Cook Inlet 
Regional Corporation. Except as provided in subparagraph (E), each sale 
and purchase made under this paragraph shall be made pursuant to an 
offer made on the same terms to all holders of Settlement Common Stock 
of the Cook Inlet Regional Corporation.
    ``(E) To recognize the different rights that accrue to any class or 
series of shares of Settlement Common Stock owned by stockholders who 
are not residents of a Native village (referred to in this paragraph as 
`non-village shares'), an amendment made pursuant to subparagraph (B) 
shall authorize the board of directors (at the option of the board) to 
offer to purchase--
            ``(i) the non-village shares, including the right to share 
        in distributions made to shareholders pursuant to subsections 
        (j) and (m) (referred to in this paragraph as `nonresident 
        distribution rights'), at a price that includes a premium, in 
        addition to the amount that is offered for the purchase of 
        other village shares of Settlement Common Stock of the Cook 
        Inlet Regional Corporation, that reflects the value of the 
        nonresident distribution rights; or
            ``(ii) non-village shares without the nonresident 
        distribution rights associated with the shares.
    ``(F) Any shareholder who accepts an offer made by the board of 
directors pursuant to subparagraph (E)(ii) shall receive, with respect 
to each non-village share sold by the shareholder to the Cook Inlet 
Regional Corporation--
            ``(i) the consideration for a share of Settlement Common 
        Stock offered to shareholders of village shares; and
            ``(ii) a security for only the nonresident rights that 
        attach to such share that does not have attached voting rights 
        (referred to in this paragraph as a `non-voting security').
    ``(G) An amendment made pursuant to subparagraph (B) shall 
authorize the issuance of a non-voting security that--
            ``(i) shall, for purposes of subsections (j) and (m), be 
        treated as a non-village share with respect to--
                    ``(I) computing distributions under such 
                subsections; and
                    ``(II) entitling the holder of the share to the 
                proportional share of the distributions made under such 
                subsections;
            ``(ii) may be sold to Cook Inlet Region, Inc.; and
            ``(iii) shall otherwise be subject to the restrictions 
        under paragraph (1)(B).
    ``(H) Any shares of Settlement Common Stock purchased pursuant to 
this paragraph shall be canceled on the conditions that--
            ``(i) non-village shares with the nonresident rights that 
        attach to such shares that are purchased pursuant to this 
        paragraph shall be considered to be--
                    ``(I) outstanding shares; and
                    ``(II) for the purposes of subsection (m), shares 
                of stock registered on the books of the Cook Inlet 
                Regional Corporation in the names of nonresidents of 
                villages;
            ``(ii) any amount of funds that would be distributable with 
        respect to non-village shares or non-voting securities pursuant 
        to subsection (j) or (m) shall be distributed by Cook Inlet 
        Regional Corporation to itself; and
            ``(iii) village shares that are purchased pursuant to this 
        paragraph shall be considered to be--
                    ``(I) outstanding shares, and
                    ``(II) for the purposes of subsection (k) shares of 
                stock registered on the books of the Cook Inlet 
                Regional Corporation in the names of the residents of 
                villages.
    ``(I) Any offer to purchase Settlement Common Stock made pursuant 
to this paragraph shall exclude from the offer--
            ``(i) any share of Settlement Common Stock held, at the 
        time the offer is made, by an officer (including a member of 
        the board of directors) of Cook Inlet Regional Corporation or a 
        member of the immediate family of the officer; and
            ``(ii) any share of Settlement Common Stock held by any 
        custodian, guardian, trustee, or attorney representing a 
        shareholder of Cook Inlet Regional Corporation in fact or law, 
        or any other similar person, entity, or representative.
    ``(J)(i) The board of directors of Cook Inlet Regional Corporation, 
in determining the terms of an offer to purchase made under this 
paragraph, including the amount of any premium paid with respect to a 
non-village share, may rely upon the good faith opinion of a recognized 
firm of investment bankers or valuation experts.
    ``(ii) Neither Cook Inlet Regional Corporation nor a member of the 
board of directors or officers of Cook Inlet Regional Corporation shall 
be liable for damages resulting from terms made in an offer made in 
connection with any purchase of Settlement Common Stock if the offer 
was made--
            ``(I) in good faith;
            ``(II) in reliance on a determination made pursuant to 
        clause (i); and
            ``(III) otherwise in accordance with this paragraph.
    ``(K) The consideration given for the purchase of Settlement Common 
Stock made pursuant to an offer to purchase that provides for such 
consideration may be in the form of cash, securities, or a combination 
of cash and securities, as determined by the board of directors of Cook 
Inlet Regional Corporation, in a manner consistent with an amendment 
made pursuant to subparagraph (B).
    ``(L) Sale of Settlement Common Stock in accordance with this 
paragraph shall not diminish a shareholder's status as an Alaska Native 
or descendant of a Native for the purpose of qualifying for those 
programs, benefits and services or other rights or privileges set out 
for the benefit of Alaska Natives and Native Americans. Proceeds from 
the sale of Settlement Common Stock shall not be excluded in 
determining eligibility for any needs-based programs that may be 
provided by Federal, State or local agencies.''.
    (b) Conforming Amendment.--Section 8(c) of such Act (43 U.S.C. 
1607(c)) is amended by striking ``(h)'' and inserting ``(h) (other than 
paragraph (4))''.

            Passed the House of Representatives March 14, 1995.

            Attest:

                                                ROBIN H. CARLE,

                                                                 Clerk.

                                                        Calendar No. 43

104th CONGRESS

  1st Session

                               H. R. 421

_______________________________________________________________________

                                 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.

_______________________________________________________________________

                             March 27, 1995

                 Read twice and placed on the calendar
```