Union Calendar No. 20

104TH CONGRESS

1ST SESSION H. R. 421

[Report No. 104–40]

A BILL

To amend the Alaska Native Claims Settlement Act

Cook Inlet Region, and for other purposes.to provide for the purchase of common stock of

FEBRUARY 21, 1995

Reported with an amendment, committed to the Commitordered to be printed tee of the Whole House on the State of the Union, and
IB

Union Calendar No. 20

104TH CONGRESS

1ST SESSION H. R. 421

[Report No. 104–40]

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

FEBRUARY 21, 1995

Reported with an amendment, committed to the Committee of the Whole

House on the State of the Union, and ordered to be printed

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

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,
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1 SECTION 1. PURCHASE OF SETTLEMENT COMMON STOCK

2 OF COOK INLET REGION.

3 (a) IN GENERAL.—Section 7(h) of the Alaska Native

4 Claims Settlement Act (43 U.S.C. 1606(h)) is amended

5 by adding at the end the following new paragraph:

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

7 Inlet Regional Corporation’ means Cook Inlet Region, In8 corporated.

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

10 an amendment to its articles of incorporation made in ac11 cordance with the voting standards under section

12 36(d)(1), purchase Settlement Common Stock of the Cook

13 Inlet Regional Corporation and all rights associated with

14 the stock from the shareholders of Cook Inlet Regional

15 Corporation in accordance with any provisions included in

16 the amendment that relate to the terms, procedures, num17 ber of offers to purchase, and timing of offers to purchase.

18 ‘‘(C) Subject to subparagraph (D), and notwithstand19 ing paragraph (1)(B), the shareholders of Cook Inlet Re20 gional Corporation may, in accordance with an amend21 ment made pursuant to subparagraph (B), sell the Settle22 ment Common Stock of the Cook Inlet Regional Corpora23 tion to itself.

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

25 this paragraph without the prior approval of the board of

26 directors of Cook Inlet Regional Corporation. Except as
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1 provided in subparagraph (E), each sale and purchase

2 made under this paragraph shall be made pursuant to an

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

4 Common Stock of the Cook Inlet Regional Corporation.

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

6 any class or series of shares of Settlement Common Stock

7 owned by stockholders who are not residents of a Native

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

9 shares’), an amendment made pursuant to subparagraph

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

11 of the board) to offer to purchase—

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

13 to share in distributions made to shareholders pur14 suant to subsections (j) and (m) (referred to in this

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

16 price that includes a premium, in addition to the

17 amount that is offered for the purchase of other vil18 lage shares of Settlement Common Stock of the

19 Cook Inlet Regional Corporation, that reflects the

20 value of the nonresident distribution rights; or

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

22 distribution rights associated with the shares.

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

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

25 shall receive, with respect to each non-village share sold
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1 by the shareholder to the Cook Inlet Regional Corpora2 tion—

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

4 Common Stock offered to shareholders of village

5 shares; and

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

7 that attach to such share that does not have at8 tached voting rights (referred to in this paragraph

9 as a ‘non-voting security’).

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

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

12 that—

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

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

15 to—

16 ‘‘(I) computing distributions under such

17 subsections; and

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

19 the proportional share of the distributions made

20 under such subsections;

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

22 and

23 ‘‘(iii) shall otherwise be subject to the restric24 tions under paragraph (1)(B).
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1 ‘‘(H) Any shares of Settlement Common Stock pur2 chased pursuant to this paragraph shall be canceled on

3 the conditions that—

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

5 rights that attach to such shares that are purchased

6 pursuant to this paragraph shall be considered to

7 be—

8 ‘‘(I) outstanding shares; and

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

10 shares of stock registered on the books of the

11 Cook Inlet Regional Corporation in the names

12 of nonresidents of villages;

13 ‘‘(ii) any amount of funds that would be distrib14 utable with respect to non-village shares or non-vot15 ing securities pursuant to subsection (j) or (m) shall

16 be distributed by Cook Inlet Regional Corporation to

17 itself; and

18 ‘‘(iii) village shares that are purchased pursu19 ant to this paragraph shall be considered to be—

20 ‘‘(I) outstanding shares, and

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

22 shares of stock registered on the books of the

23 Cook Inlet Regional Corporation in the names

24 of the residents of villages.
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1 ‘‘(I) Any offer to purchase Settlement Common Stock

2 made pursuant to this paragraph shall exclude from the

3 offer—

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

5 held, at the time the offer is made, by an officer (in6 cluding a member of the board of directors) of Cook

7 Inlet Regional Corporation or a member of the im8 mediate family of the officer; and

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

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

11 representing a shareholder of Cook Inlet Regional

12 Corporation in fact or law, or any other similar per13 son, entity, or representative.

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

15 Corporation, in determining the terms of an offer to pur16 chase made under this paragraph, including the amount

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

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

19 of investment bankers or valuation experts.

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

21 Cook Inlet Regional Corporation, a member of the board

22 of directors of Cook Inlet Regional Corporation, and any

23 firm or member of a firm of investment bankers or valu24 ation experts who assists in a determination made under

25 this subparagraph shall not be liable for damages resulting
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1 ‘‘(ii) Neither Cook Inlet Regional Corporation nor a

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

3 Regional Corporation shall be liable for damages resulting

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

5 purchase of Settlement Common Stock if the offer was

6 made—

7 ‘‘(I) in good faith;

8 ‘‘(II) in reliance on a determination made pur9 suant to clause (i); and

10 ‘‘(III) otherwise in accordance with this para11 graph.

12 ‘‘(K) The consideration given for the purchase of Set13 tlement Common Stock made pursuant to an offer to pur14 chase that provides for such consideration may be in the

15 form of cash, securities, or a combination of cash and se16 curities, as determined by the board of directors of Cook

17 Inlet Regional Corporation, in a manner consistent with

18 an amendment made pursuant to subparagraph (B).

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

20 with this paragraph shall not diminish a shareholder’s sta21 tus as an Alaska Native or descendant of a Native for

22 the purpose of qualifying for those programs, benefits and

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

24 of Alaska Natives and Native Americans. Proceeds from

25 the sale of Settlement Common Stock shall not be ex-
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1 cluded in determining eligibility for any needs-based pro2 grams that may be provided by Federal, State or local

3 agencies.’’.

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

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

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