[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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