IB
Union Calendar No. 444
103D CONGRESS
2D SESSION
H. R. 4665
[Report No. 103–798]
To amend the Alaska Native Claims Settlement Act, and for other purposes.
IN THE HOUSE OF REPRESENTATIVES
JUNE 28, 1994
Mr. YOUNG of Alaska introduced the following bill; which was referred to the
Committee on Natural Resources
OCTOBER 3, 1994
Reported with an amendment, committed to the Committee of the Whole
House on the State of the Union, and ordered to be printed
[Strike out all after the enacting clause and insert the part printed in italic]
[For text of introduced bill, see copy of bill as introduced on June 28, 1994]
A BILL
To amend the Alaska Native Claims Settlement Act, 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:
‘‘(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 accord-
ance with the voting standards under section 36(d)(1), pur-
chase 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 ac-
cordance with any provisions included in the amendment
that relate to the terms, procedures, number of offers to pur-
chase, 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 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 para-
graph 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 Re-
gional Corporation, that reflects the value of the non-
resident 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 pur-
chased 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 non-
residents of villages;
‘‘(ii) any amount of funds that would be distrib-
utable 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 it-
self; 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 Re-
gional 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 rep-
resenting a shareholder of Cook Inlet Regional Cor-
poration 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 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) Notwithstanding any other provision of law, Cook
Inlet Regional Corporation, a member of the board of direc-
tors of Cook Inlet Regional Corporation, and any firm or
member of a firm of investment bankers or valuation ex-
perts who assists in a determination made under this sub-
paragraph shall not be liable for damages resulting from
terms made in an offer made in connection with any pur-
chase 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
‘‘(II) 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 secu-
rities, 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 serv-
ices 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))’’.