March 30, 1994
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
In accordance with the regulations of the Securities and Exchange
Commission (the "SEC"), Rayonier Inc. (the "Company") is filing electronically
herewith a registration statement on Form 8-A (the "Form 8-A") for the
registration of ____% Debentures due ______ of the Company.
A registration fee in the amount of $250 has been sent by wire transfer to
the designated account at the Mellon Bank in Pittsburgh, Pennsylvania.
A Registration Statement on Form S-3 (No. 033-52855) (the "Form S-3")
relating to the Debentures was filed by electronic transmission with the SEC on
the date hereof. On behalf of the registrant, we request acceleration of the
effective date of the Form 8-A to the effective date of the Form S-3.
Very truly yours,
M. Louise Turilli
MLT:hr
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
RAYONIER INC.
(Exact name of registrant as specified in its charter)
North Carolina 13-2607329
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1177 Summer Street
Stamford, Connecticut 06904
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
____% Debentures due ____ New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 2
Exhibit Index at Page 2
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's ____ Debentures Due ____ to be
registered hereby is contained on pages 5 through 13, inclusive, of the
Prospectus, dated March __, 1994, and on pages S-19 and S-20 of the
Prospectus Supplement, dated March __, 1994, each of which is filed as
part of the Registrant's Registration Statement on Form S-3 (No. 033-
52855) (also constituting Amendment No. 1 to the Registrant's Registration
Statement on Form S-3 (No. 33-51972)). Such description is, and any
Prospectus Supplement to the Prospectus filed hereafter under Rule 424(b)
under the Securities Act of 1933, as amended, is deemed to be,
incorporated herein by reference and made a part hereof.
Item 2. Exhibits
No. Document Page
1 Specimen Form of Debenture (Incorporated by
reference to Exhibit 4.4 to the Registrant's
Registration Statement on Form S-3 (No. 033-
52855)).
2 Indenture dated as of April 1, 1994 between
the Registrant and Chemical Bank, as Trustee
(Incorporated by reference to Exhibit 4.1 to
the Registrant's Registration Statement on
Form S-3 (No. 033-52855)).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
RAYONIER INC.
By: /s/ George S. Areson
Date: March 29, 1994 George S. Areson
Acting Corporate Controller
