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 pro-
vide for the purchase of common stock of Cook Inlet
Region, and for other purposes.
Be it enacted by the Senate and House of Representa-
tives 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:
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‘‘(4)(A) As used in this paragraph, the term ‘Cook
Inlet Regional Corporation’ means Cook Inlet Region, In-
corporated.
‘‘(B) The Cook Inlet Regional Corporation may, by
an amendment to its articles of incorporation made in ac-
cordance 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, num-
ber of offers to purchase, and timing of offers to purchase.
‘‘(C) Subject to subparagraph (D), and notwithstand-
ing paragraph (1)(B), the shareholders of Cook Inlet Re-
gional Corporation may, in accordance with an amend-
ment made pursuant to subparagraph (B), sell the Settle-
ment Common Stock of the Cook Inlet Regional Corpora-
tion 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.
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‘‘(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 pur-
suant 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 vil-
lage 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 Corpora-
tion—
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‘‘(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 at-
tached 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 restric-
tions under paragraph (1)(B).
‘‘(H) Any shares of Settlement Common Stock pur-
chased pursuant to this paragraph shall be canceled on
the conditions that—
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‘‘(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 distrib-
utable with respect to non-village shares or non-vot-
ing securities pursuant to subsection (j) or (m) shall
be distributed by Cook Inlet Regional Corporation to
itself; and
‘‘(iii) village shares that are purchased pursu-
ant 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—
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‘‘(i) any share of Settlement Common Stock
held, at the time the offer is made, by an officer (in-
cluding a member of the board of directors) of Cook
Inlet Regional Corporation or a member of the im-
mediate 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 per-
son, entity, or representative.
‘‘(J)(i) The board of directors of Cook Inlet Regional
Corporation, in determining the terms of an offer to pur-
chase 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 pur-
suant to clause (i); and
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‘‘(III) otherwise in accordance with this para-
graph.
‘‘(K) The consideration given for the purchase of Set-
tlement Common Stock made pursuant to an offer to pur-
chase that provides for such consideration may be in the
form of cash, securities, or a combination of cash and se-
curities, 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 sta-
tus 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 ex-
cluded in determining eligibility for any needs-based pro-
grams 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.