<PAGE> 1
Registration No. 33-
Registration No. 33-52437
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
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, CT 06905-5529
(Address of Principal Executive Offices) (Zip Code)
Rayonier Investment and Savings Plan for Salaried Employees
(Full title of the plan)
John B. Canning, Esq.
Corporate Secretary and Associate General Counsel
Rayonier Inc.
1177 Summer Street, Stamford, Connecticut 06905-5529
(Name and address of agent for service)
203-348-7000
(Telephone number, including zip code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
- --------------------------------------------------------------------------------
<CAPTION>
Title of Amount to be Offering price Proposed Amount of
securities registered (1)(2) per unit maximum registration
to be aggregate fee
registered offering
price (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common 750,000 $34.88 $26,160,000 $9,020
Shares shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) as the number of Common
Shares of the Company to be purchased by the Plan with employee and
employer contributions, which shares may be acquired by participants in
the Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminable amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein. For purposes of Rule 457(c), the date specified for
determining the average of the high and low prices reported in the
consolidated reporting system is December 19, 1995.
(3) This filing constitutes Post-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-8 (No. 33-52437).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers an additional 750,000 Common Shares
of Rayonier, Inc. ("Rayonier") and an indeterminable amount of interests to be
offered and sold pursuant to the Rayonier Investment and Savings Plan for
Salaried Employees. 300,000 Common Shares and an indeterminable amount of
interests were previously registered on a Registration Statement on Form S-8 No.
33-52437 ("File No. 33-52437").
The contents of File No. 33-52437 are incorporated herein by reference
and made a part hereof.
Item 8. Exhibits
The following additional Exhibits are filed herewith:
<TABLE>
<CAPTION>
Exhibit No. Title
----------- -----
<S> <C>
4.1 First Amendment to the Rayonier Investment and Savings Plan
for Salaried Employees (See Exhibit 4.6)
4.2 Second Amendment to the Rayonier Investment and Savings
Plan for Salaried Employees (See Exhibit 4.6)
4.3 Third Amendment to the Rayonier Investment and Savings Plan
for Salaried Employees (See Exhibit 4.6)
4.4 Fourth Amendment to the Rayonier Investment and Savings
Plan for Salaried Employees (See Exhibit 4.6)
4.5 Fifth Amendment to the Rayonier Investment and Savings Plan
for Salaried Employees (See Exhibit 4.6)
4.6 Supplement to Plan Information
5. Opinion of John B. Canning, Esq., Corporate Secretary and
Assistant General Counsel of Rayonier, regarding legality
of the Common Stock registered hereby
23.1 Consent of John B. Canning, Esq. (See Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24. Powers of attorney
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut on this 21'st day of
December, 1995.
RAYONIER INC.
By /s/ Gerald J. Pollack
---------------------
Name: Gerald J. Pollack
Title: Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ----------------------------- -----------------
<S> <C> <C>
* Chairman, President, December 21, 1995
- ----------------------------- Chief Executive Officer
Ronald M. Gross and Director
(Principal Executive Officer)
/s/ Gerald J. Pollack Senior Vice President December 21, 1995
- ----------------------------- and Chief Financial Officer
Gerald J. Pollack (Principal Financial Officer)
/s/ Kenneth P. Janette Vice President and December 21, 1995
- ----------------------------- Corporate Controller
Kenneth P. Janette (Principal Accounting Officer)
* Director December 21, 1995
- -----------------------------
William J. Alley
* Director December 21, 1995
- -----------------------------
Rand V. Araskog
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
* Director December 21, 1995
- -----------------------------
Donald W. Griffin
* Director December 21, 1995
- -----------------------------
Paul G. Kirk, Jr.
* Director December 21, 1995
- -----------------------------
Katherine D. Ortega
* Director December 21, 1995
- -----------------------------
Burnell R. Roberts
* Director December 21, 1995
- -----------------------------
Nicholas L. Trivisonno
* Director December 21, 1995
- -----------------------------
Gordon I. Ulmer
By */s/ Gerald J. Pollack
- -----------------------------
Gerald J. Pollack
Attorney-in-Fact
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Trustees
have duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stamford, State of
Connecticut on December 21, 1995.
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
By /s/ John P. O'Grady
----------------------------
Name: John P. O'Grady
Title: Chairman
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Title
----------- -----
<S> <C>
4.1 First Amendment to the Rayonier Investment
and Savings Plan for Salaried Employees
(See Exhibit 4.6)
4.2 Second Amendment to the Rayonier
Investment and Savings Plan for Salaried
Employees (See Exhibit 4.6)
4.3 Third Amendment to the Rayonier Investment
and Savings Plan for Salaried Employees
(See Exhibit 4.6)
4.4 Fourth Amendment to the Rayonier
Investment and Savings Plan for Salaried
Employees (See Exhibit 4.6)
4.5 Fifth Amendment to the Rayonier Investment
and Savings Plan for Salaried Employees
(See Exhibit 4.6)
4.6 Supplement to Plan Information
5. Opinion of John B. Canning, Esq.,
Corporate Secretary and Associate General
Counsel of Rayonier, regarding legality of
the Common Stock registered hereby
23.1 Consent of John B. Canning, Esq. (See
Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24. Powers of Attorney
</TABLE>
<PAGE> 1
Exhibit 4.6
RAYONIER INC.
---------------
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
---------------
SUPPLEMENT
TO
PLAN INFORMATION
DATED FEBRUARY 28, 1994
THIS DOCUMENT CONSTITUTES PART OF
A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THE PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS SUPPLEMENT IS DECEMBER 21, 1995.
<PAGE> 2
Additional information about the Plan (as defined below) and its
administration may be obtained by writing Mazie L. Williams, Savings Plan
Administrator, Rayonier Inc., 1177 Summer Street, Stamford, CT 06905-5529 or
telephoning Mazie Williams at (203) 348-7000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in the Prospectus shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained in the Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in the Prospectus modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of the
Prospectus. Any such document, as well as Rayonier's most recent annual report
to shareholders and any other report or communication distributed to Rayonier
shareholders generally, may be obtained without charge by written request to
John B. Canning, Corporate Secretary, Rayonier Inc., 1177 Summer Street,
Stamford, CT 06905-5529 or by telephoning John B. Canning at (203) 348-7000.
SUPPLEMENTAL INFORMATION
Please refer to the Plan Information document, dated February 28, 1994
(the "Plan Document"), for a description of the Rayonier Investment and Savings
Plan for Salaried Employees (the "Plan") and the full text thereof. Capitalized
terms not otherwise defined herein have the meanings assigned to them in the
Plan Document.
The Plan included in the Plan Document has been amended as follows:
FIRST AMENDMENT, effective as of March 1, 1994, provides that no officer
or director of Rayonier who is subject to Section 16 of the Securities Exchange
Act of 1934, as amended (the short-swing trading statute) may receive a loan
from or make a loan repayment to Fund A.
SECOND AMENDMENT, effective as of May 1, 1995, provides for enrollment
in the Plan on a monthly, rather than semi-annual, basis.
THIRD AMENDMENT, effective as of March 1, 1994, provides that no officer
or director of Rayonier who is subject to Section 16 may receive a withdrawal
from or repay a withdrawal to Fund A.
FOURTH AMENDMENT, effective as of July 1, 1995, permits rollovers from
other qualified plans into the Plan and increases the Matching Company
Contribution from 50% to 60% of a participant's Basic Savings. Effective March
1, 1994 a three month suspension of Matching Company Contributions will apply to
any participant who makes a withdrawal of Before Tax Contributions.
<PAGE> 3
FIFTH AMENDMENT, effective as of December 1, 1995, provides that amounts
held in Fund I, previously invested in ITT stock, will be invested in shares of
stock of the ITT companies resulting from the restructuring of ITT, and shares
of stock of each ITT company will be purchased with dividends paid on such
shares held in Fund I. The amendment also provides for the termination of Fund I
on or before March 31, 1996, and for the redistribution of amounts held in Fund
I to another Plan Fund or Funds as described in the amendment.
The text of each of the above amendments is set forth on pages 3 to 10
hereof.
<PAGE> 4
FIRST AMENDMENT TO THE
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
EFFECTIVE AS OF MARCH 1, 1994
Article 9 of the Rayonier Investment and Savings Plan for Salaried
Employees (the "Plan") is hereby amended by adding the following new section
9.13 to the end thereof to read in its entirety as follows:
"9.13 Loans to Officers and Directors.
Notwithstanding any provision of Article Nine to the contrary, in no
event may a loan to a Member who is an officer or director of the
Company and who is subject to Section 16 of the Securities Exchange Act
of 1934, as amended, include any amounts deducted from those portions,
if any, of a Member's Accounts that are invested in Fund A, nor may any
repayments of such a loan be invested in Fund A."
<PAGE> 5
SECOND AMENDMENT TO THE
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
EFFECTIVE AS OF MAY 1, 1995
1. Section 2.24 of the Rayonier Investment and Savings Plan for
Salaried Employees (the "Plan") is hereby amended to read in its entirety as
follows:
"2.24 'Enrollment Date' shall mean the first day of any month."
2. Section 3.1 of the Plan is hereby amended to read in its entirety
as follows:
"3.1 Membership. All Employees of the Company who were Members of
the ITT Plan shall become Members of the plan on the Effective Date. Any
other Employee shall become a Member on any Enrollment Date following
the Employee's date of hire, provided that the Employee has filed an
enrollment form in accordance with Section 3.2; however, an Employee
whose employment with the Company is on a temporary or less than
full-time basis shall become a Member on any Enrollment Date coinciding
with or next following fulfillment of the conditions of section 2.47."
<PAGE> 6
THIRD AMENDMENT TO THE
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
EFFECTIVE AS OF MARCH 1, 1994
Article Eight of the Rayonier Investment and Savings Plan for Salaried
Employees (the "Plan") is hereby amended by adding the following new section
8.10 to the end thereof to read in its entirety as follows:
"8.10 Withdrawals by Officers and Directors.
Notwithstanding any provision of Article Eight to the contrary, in no
event may a withdrawal by a Member who is an officer or director of the
Company and who is subject to Section 16 of the Securities and Exchange
Act of 1934, as amended, include any amounts deducted from those
portions, if any, of a Member's Accounts that are invested in Fund A,
nor may any repayment of such withdrawal pursuant to section 8.6 be
invested in Fund A. Any provision of this Article Eight regarding the
proportionate withdrawal from or repayment to the Funds by such Members
shall be applied excluding Fund A."
<PAGE> 7
FOURTH AMENDMENT TO THE
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
1. Section 2.49 of the Rayonier Investment and Savings Plan for Salaried
Employees (the "Plan") is hereby amended to read in its entirety as follows,
effective as of July 1, 1995:
"2.49 'Supplemental After-Tax Savings' shall mean the
contributions made by a Member which are credited to the Supplemental
After-Tax Investment Account in accordance with section 4.2(a)(ii)
and/or which are credited on the Member's Behalf pursuant to a Prior
Plan Transfer and/or a rollover contribution to the Plan pursuant to
section 4.5."
2. Section 3.2 of the Plan is hereby amended by adding the following new
subsection (f) to the end thereof to read in its entirety as follows, effective
as of July 1, 1995:
"(f) make a rollover contribution to the Plan, as described in
section 4.5."
3. Article Four of the Plan is hereby amended by adding the following
new section 4.5 to the end thereof to read in its entirety as follows, effective
as of July 1, 1995:
"4.5 Rollovers and Transfers. Each Employee shall be entitled to
transfer amounts to the Trust Fund from an employees' trust described in
Section 401(a) of the Code, from an employee annuity described in
Section 403(a) of the Code, from an individual retirement account
described in Section 408(a) of the Code, or from an individual
retirement annuity described in Section 408(b) of the Code, but only if
such amounts constitute rollover contributions within the meaning of
Sections 402(a)(5), 403(a)(4), or 408(d)(3) of the Code or such amounts
are transferred directly from the
<PAGE> 8
trustee or custodian holding such amounts to the Trustee. The Plan
Committee may require such information or documentation with respect to
any such proposed transfer as it deems necessary or desirable to confirm
that it will qualify as a rollover contribution within the meaning of
the aforesaid sections of the Code or that the source of the amounts
proposed to be transferred is tax-qualified."
4. The first sentence of Section 5.1(b) of the Plan is hereby amended to
read in its entirety as follows, effective as of July 1, 1995:
"The Company, with respect to each Member employed by it, shall
contribute to the Trust Fund an amount equal to 60% of such Member's
Basic Savings for the corresponding month."
5. Section 8.4 of the Plan is hereby amended by adding the following
paragraph to the end thereof, to read in its entirety as follows, effective as
of March 1, 1994:
"Notwithstanding the foregoing, for a withdrawal in accordance with (a)
above, Matching Company Contributions will be suspended for a period of
at least three months following the applicable Withdrawal Valuation
Date."
<PAGE> 9
FIFTH AMENDMENT TO THE
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
1. Article Six of the Rayonier Investment and Savings Plan for Salaried
Employees (the "Plan") is hereby amended by adding the following new section 6.9
to the end thereof to read in its entirety as follows, effective as of December
1, 1995:
"6.9 Fund I following Restructuring of ITT Corporation. Upon the
restructuring of ITT into three distinct corporations (the "ITT
Companies"), amounts held in Fund I, previously invested primarily in
ITT Stock, shall be invested primarily in shares of stock of the ITT
Companies resulting from such restructuring, and thereafter shares of
stock of each ITT Company shall be purchased with dividends paid on such
shares held in Fund I.
Effective as of March 31, 1996, Fund I shall terminate, and on or
before such date, amounts held in Fund I shall be redistributed to
another fund or funds in the following manner:
(a) Amounts held in the Company Contribution Account and
Retirement Account - A Member, Deferred Member or Beneficiary may
elect to redistribute all or a portion of the amount held on his
or her behalf in the Company Contribution Account and the
Retirement Account that is invested in Fund I to Fund A in
accordance with the provisions of section 6.4; provided, however,
that any such amounts not redistributed on or before March 31,
1996 shall automatically be redistributed to Fund A on March 31,
1996.
(b) Amounts held in the Basic Investment Account and
Supplemental Investment Account - A Member, Deferred Member or
Beneficiary may elect to redistribute all or a portion of the
amount held on his or her behalf in the Basic Investment Account
and the Supplemental Investment Account that is invested in Fund
I among the Funds A, B, C and/or D in accordance with the
provisions of section 6.4; provided, however, that any such
amounts not redistributed on or before March 31, 1996 shall
automatically be redistributed to Fund A on March 31, 1996.
<PAGE> 10
Notwithstanding section 10.3(c) below, any distribution made from
Fund I prior to March 31, 1996 shall be made in cash.
This Section 6.9 shall supersede any inconsistent provisions of
this Article Six."
<PAGE> 1
Exhibit 5
December 20, 1995
Rayonier Inc.
1177 Summer Street
Stamford, CT 06905
Dear Sirs:
I am Corporate Secretary and Associate General Counsel of Rayonier Inc., a North
Carolina corporation (the "Company"). In that capacity I have acted as counsel
for the Company with respect to the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended, as filed with the Securities and Exchange
Commission relating to 750,000 Common Shares of the Company (the "Shares") and
interests in the Rayonier Investment and Savings Plan for Salaried Employees
(the "Plan").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of the Plan and such other documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary or advisable for purposes of the opinion as set forth below. I have
assumed the genuineness of the signatures on all documents examined by me (other
than those of officers and directors of the Company), the authenticity of all
documents submitted to me as originals and the conformity to all corresponding
originals of all documents submitted to me as copies.
Based on the foregoing, I am of the opinion that the Shares to be issued under
the Plan will, when so issued pursuant to the provisions of the Plan, be validly
issued, fully paid and non-assessable (assuming that, at the time of such
issuance, the Company has a sufficient number of authorized and unissued Shares
available for such issuance).
I am a member of the bar of the States of New York and Connecticut and express
no opinion to any matter relating to any law other than the law of the States of
New York and Connecticut, the Federal law of the United States and the North
Carolina Business Corporation Act.
<PAGE> 2
Rayonier Inc. 2 December 20, 1995
I consent to the use of this opinion as Exhibit 5 to the aforesaid Registration
Statement. In giving such consent, I do not thereby admit that I am within the
category of person whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ John B. Canning
-----------------------------
John B. Canning
Secretary & Associate General Counsel
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors
of Rayonier Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference of our reports (and to all references to our firm) included in or made
as part of this registration statement.
Arthur Andersen LLP
Stamford, Connecticut
December 18, 1995
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints JOHN P. O'GRADY, GERALD J. POLLACK and JOHN B. CANNING
his or her true and lawful attorneys-in-fact, with full power in each to act
without the other, and with full power of substitution and resubstitution, to
sign in the name of such person and in each of his or her offices and capacities
in Rayonier Inc. (the "Company") a Registration Statement of the Company on Form
S-8 relating to plan interests and up to 750,000 Common Shares of the Company
issuable under the Rayonier Investment and Savings Plan for Salaried Employees
(the "Plan") and all amendments (including post-effective amendments) and
supplements to such Registration Statement and to a previously filed
Registration Statement relating to plan interests and up to 300,000 Common
Shares of the Company issuable under the Plan, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: December 8, 1995
/s/ Ronald M. Gross
- -----------------------------
Ronald M. Gross
/s/ William J. Alley
- -----------------------------
William J. Alley
/s/ Rand V. Araskog
- -----------------------------
Rand V. Araskog
/s/ Donald W. Griffin
- -----------------------------
Donald W. Griffin
/s/ Paul G. Kirk, Jr.
- -----------------------------
Paul G. Kirk, Jr.
/s/ Katherine D. Ortega
- -----------------------------
Katherine D. Ortega
<PAGE> 2
/s/ Burnell R. Roberts
- -----------------------------
Burnell R. Roberts
/s/ Nicholas L. Trivisonno
- -----------------------------
Nicholas L. Trivisonno
/s/ Gordon I. Ulmer
- -----------------------------
Gordon I. Ulmer
