H. R. 421
One Hundred Fourth Congress
of the
United States of America
AT THE FIRST SESSION
Begun and held at the City of Washington on Wednesday,
the fourth day of January, one thousand nine hundred and ninety-five
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 amend-
ment to its articles of incorporation made in accordance with the
voting standards under section 36(d)(1), purchase Settlement Com-
mon 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 para-
graph (1)(B), the shareholders of Cook Inlet Regional Corporation
may, in accordance with an amendment made pursuant to subpara-
graph (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 para-
graph 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 Corpora-
tion.
‘‘(E) To recognize the different rights that accrue to any class
or series of shares of Settlement Common Stock owned by stockhold-
ers 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 dis-
tribution rights’), at a price that includes a premium, in addi-
tion to the amount that is offered for the purchase of other
village shares of Settlement Common Stock of the Cook Inlet
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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 pursu-
ant 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 Corpora-
tion 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 Corpora-
tion 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 share-
holder 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
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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 Corpora-
tion shall be liable for damages resulting from terms made in
an offer made in connection with any purchase of Settlement Com-
mon 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 consist-
ent 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 privi-
leges set out for the benefit of Alaska Natives and Native Ameri-
cans. Proceeds from the sale of Settlement Common Stock shall
not be excluded 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))’’.
Speaker of the House of Representatives.
Vice President of the United States and
President of the Senate.