[Congressional Record Volume 141, Number 47 (Tuesday, March 14, 1995)]
[House]
[Pages H3098-H3099]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]


      PURCHASE OF COMMON STOCK OF COOK INLET REGIONAL CORPORATION

  Mr. YOUNG of Alaska. Mr. Speaker, I move to suspend the rules and 
pass the bill (H.R. 421) to amend the Alaska Native Claims Settlement 
Act to provide for the purchase of common stock of Cook Inlet Region, 
and for other purposes, as amended.
  The Clerk read as follows:

                                H.R. 421

       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 
     [[Page H3099]] 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))''.

  The SPEAKER pro tempore. Pursuant to the rule, the gentleman from 
Alaska [Mr. Young] will be recognized for 20 minutes, and the gentleman 
from Massachusetts [Mr. Studds] will be recognized for 20 minutes.
  The Chair recognizes the gentleman from Alaska [Mr. Young].
  Mr. YOUNG of Alaska. Mr. Speaker, I yield myself such time as I may 
consume.
  (Mr. YOUNG of Alaska asked and was given permission to revise and 
extend his remarks.)
  Mr. YOUNG of Alaska. Mr. Speaker, I rise in strong support of H.R. 
421, a bill to amend the Alaska Native Claims Settlement Act [ANCSA]. I 
introduced this bill at the request of Cook Inlet Region, Inc. [CIRI] 
and have worked with the Alaska Federation of Natives, the State of 
Alaska, the Department of the Interior, and my ranking minority member, 
Mr. Miller, to reach a consensus.
  Cook Inlet Region, Inc., is one of 13 regional corporations formed 
under ANCSA. CIRI has approximately 6,300 shareholders, who each own 
100 shares of stock. ANCSA bans the public sale of any Native 
corporation stock until the majority of its shareholders vote to remove 
this restriction.
  CIRI's shareholders would like to sell their stock. CIRI wishes to 
buy back stock from its shareholders and to cancel these shares, thus 
keeping the corporation in Native ownership. This bill is intended to 
give CIRI, and only CIRI, this authority.
  The Committee on Resources favorably reported H.R. 421 on February 8 
with an amendment offered by Mr. Miller. His amendment protects CIRI, 
its directors and officers from liability in connection with an offer 
to purchase stock if the offer was made in good faith, in reliance on a 
good faith opinion of a recognized firm of investment bankers or 
valuation experts, and if the offer was otherwise in accordance with 
section 7(h)(4) of ANCSA. This will provide reasonable protections for 
CIRI shareholders while protecting CIRI from repeated litigation when 
it has made a good faith offer to purchase stock that is based on an 
independent, professional evaluation.
  I accepted Mr. Miller's amendment because it contained the protection 
needed by CIRI, and it is consistent with ANCSA, which encourages 
Alaska's Native people and their corporations to conduct their affairs 
in their own way and without litigation. The protections provided under 
H.R. 421 are limited to stock re-purchase offerings only, as long as 
they are made in accordance with ANCSA, and this provision does not 
apply to other types of corporate activities under State or Federal 
law.
  Mr. Speaker, this bill passed the House last Congress, and I urge 
support again for this measure.
  Mr. Speaker, I reserve the balance of my time.
  Mr. STUDDS. Mr. Speaker, I yield myself such time as I may consume.
  (Mr. STUDDS asked and was given permission to revise and extend his 
remarks.)
  Mr. STUDDS. Mr. Speaker, let me just observe we used to do these 
things a lot more expeditiously in the old days. The gentleman is 
filibustering in his vintage years.
  Mr. Speaker, the gentleman is absolutely correct. This bill is 
absolutely without controversy and supported by the administration, and 
as far as I know, by everyone in Alaska. We did it before, and we 
should do it again.
  Mr. Speaker, I rise in support of this legislation. H.R. 421 is 
virtually identical to a bill introduced by Chairman Young and passed 
by the House last Congress.
  Since the option to purchase stock is subject to approval of the 
native shareholders and is expressly limited to Cook Inlet Region, 
Inc., This bill is not controversial. The administration has no 
objection. In an effort to assure that the interests of the Native 
shareholders are protected, the Committee adopted an amendment offered 
by Representative George Miller which deleted immunity from liability 
for financial advisors involved in establishing the value of the stock.
  Mr. Speaker, I compliment the gentleman from Alaska for his 
legislation and ask that Members support the bill.
  Mr. YOUNG of Alaska. Mr. Speaker, I have no requests for time, and I 
yield back the balance of my time.
  Mr. STUDDS. Mr. Speaker, I yield back the balance of my time.
  The SPEAKER pro tempore. The question is on the motion offered by the 
gentleman from Alaska [Mr. Young] that the House suspend the rules and 
pass the bill, H.R. 421, as amended.
  The question was taken; and (two-thirds having voted in favor 
thereof) the rules were suspended and the bill, as amended, was passed.


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