<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [FEE REQUIRED].
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to _____
COMMISSION FILE NUMBER 1-6780
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
(Full title of the Plan)
RAYONIER INC.
1177 Summer Street
Stamford, Connecticut 06905-5529
(Name and address of Issuer of the securities held pursuant to the Plan)
<PAGE> 2
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
DECEMBER 31, 1995 AND 1994
<PAGE> 3
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants 1
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1995 2
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1994 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1995 4
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Period from Inception
(March 1, 1994) to December 31, 1994 5
Notes to Financial Statements 6-11
Schedule I
Item 27 (a) Schedule of Assets Held for Investment Purposes as
of December 31, 1995 12
Schedule II
Item 27(d) Schedule of Reportable Transactions for the Year
Ended December 31, 1995 13-14
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of the Rayonier Investment
and Savings Plan for Salaried Employees:
We have audited the accompanying statements of net assets available for benefits
of the Rayonier Investment and Savings Plan for Salaried Employees as of
December 31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for the years ended December 31, 1995 and 1994. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the years ended December 31, 1995 and 1994 in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules, the Schedule
of Assets held for Investment Purposes and the Schedule of Reportable
Transactions are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The fund information in the statements of net assets available for
benefits and statement of changes in net assets available for benefits are
presented for purposes of additional analysis rather than to present the net
assets available for benefits and changes in net assets available for benefits
of each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Stamford, Connecticut
June 7, 1996
1
<PAGE> 5
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
LOAN
FUND A FUND B FUND C FUND D FUND I FUND TOTAL
------ ------ ------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Receivables:
Accrued income $ 1,073 $ 42 $ 82,555 $ 40 $ 1,275 $ -- $ 84,985
Employer contributions 46,725 -- 579 -- -- -- 47,304
Member contributions 25,054 28,252 43,285 9,007 -- -- 105,598
Other member receivables -- -- 37,515 -- 37,155 -- 74,670
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total receivables 72,852 28,294 163,934 9,047 38,430 -- 312,557
Investments, at fair value (Note 3):
Banker's Trust Pyramid Discretionary
Cash Fund 361,202 -- 37,155 2,000 145,540 -- 545,897
Banker's Trust Pyramid Equity
Index Fund -- 8,280,500 -- -- -- -- 8,280,500
Banker's Trust Pyramid Open End
GIC Fund -- -- 16,728,557 -- -- -- 16,728,557
Prudential Jennison Balanced Account -- -- -- 1,716,862 -- -- 1,716,862
Rayonier Inc. Common Shares 10,592,691 -- -- -- -- -- 10,592,691
ITT Hartford Group common stock -- -- -- -- 10,062,968 -- 10,062,968
ITT Industries Inc. common stock -- -- -- -- 4,992,480 -- 4,992,480
ITT Corporation common stock -- -- -- -- 11,025,060 -- 11,025,060
Member loans receivable -- -- -- -- -- 1,531,405 1,531,405
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total investments 10,953,893 8,280,500 16,765,712 1,718,862 26,226,048 1,531,405 65,476,420
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total assets 11,026,745 8,308,794 16,929,646 1,727,909 26,264,478 1,531,405 65,788,977
LIABILITIES
Accounts payable 66,560 -- -- -- -- -- 66,560
----------- ----------- ----------- ----------- ----------- ----------- -----------
Total liabilities 66,560 -- -- -- -- -- 66,560
----------- ----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $10,960,185 $ 8,308,794 $16,929,646 $ 1,727,909 $26,264,478 $ 1,531,405 $65,722,417
=========== =========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to the financial statements are an integral part of this
statement.
2
<PAGE> 6
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>
LOAN
FUND A FUND B FUND C FUND D FUND I FUND TOTAL
---------- ---------- ----------- ---------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Receivables:
Accrued income $ 1,309 $ 10 $ 76,796 $ 8 $ 531,886 $ -- $ 610,009
Employer contributions 36,287 -- 438 -- (1,845) -- 34,880
Member contributions 18,141 19,251 36,416 6,460 -- -- 80,268
---------- ---------- ----------- ---------- ------------ ----------- -----------
Total receivables 55,737 19,261 113,650 6,468 530,041 -- 725,157
Investments, at fair value (Note 3):
Banker's Trust Pyramid Discretionary
Cash Fund 108,610 -- -- 1,020 19,025 -- 128,655
Banker's Trust Pyramid Equity Index Fund -- 5,456,260 -- -- -- -- 5,456,260
Banker's Trust Pyramid Open End GIC Fund -- -- 15,740,356 -- -- -- 15,740,356
Prudential Jennison Balanced Account -- -- -- 1,061,446 -- -- 1,061,446
Rayonier Inc. Common Shares 4,903,912 -- -- -- -- -- 4,903,912
ITT Corporation common stock -- -- -- -- 22,160,504 -- 22,160,504
Member loans receivable -- -- -- -- -- 1,402,441 1,402,441
---------- ---------- ----------- ---------- ------------ ----------- -----------
Total investments 5,012,522 5,456,260 15,740,356 1,062,466 22,179,529 1,402,441 50,853,574
---------- ---------- ----------- ---------- ------------ ----------- -----------
Total assets 5,068,259 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,578,731
LIABILITIES
Accounts payable 57,911 -- -- -- -- -- 57,911
---------- ---------- ----------- ---------- ------------ ----------- -----------
Total liabilities 57,911 -- -- -- -- -- 57,911
---------- ---------- ----------- ---------- ------------ ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $5,010,348 $5,475,521 $15,854,006 $1,068,934 $ 22,709,570 $ 1,402,441 $51,520,820
========== ========== =========== ========== ============ =========== ===========
</TABLE>
The accompanying notes to the financial statements are an integral
part of this statement.
3
<PAGE> 7
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
LOAN
FUND A FUND B FUND C FUND D FUND I FUND TOTAL
------ ------ ------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to net assets
attributed to:
Investment Income:
Net appreciation in fair value
of investments $ 337,396 $2,204,115 $ -- $ 294,662 $ 8,532,997 $ -- $11,369,170
Dividends 257,184 -- -- -- 235,452 -- 492,636
Interest 20,089 205 967,766 388 16,251 92,629 1,097,328
----------- ---------- ------------ ----------- ------------ ----------- -----------
614,669 2,204,320 967,766 295,050 8,784,700 92,629 12,959,134
Contributions:
Employer's 1,403,014 -- 24,418 -- (5,562) -- 1,421,870
Members' 951,382 961,818 1,267,738 243,573 -- -- 3,424,511
----------- ---------- ------------ ----------- ------------ ----------- -----------
2,354,396 961,818 1,292,156 243,573 (5,562) -- 4,846,381
----------- ---------- ------------ ----------- ------------ ----------- -----------
Total additions 2,969,065 3,166,138 2,259,922 538,623 8,779,138 92,629 17,805,515
----------- ---------- ------------ ----------- ------------ ----------- -----------
DEDUCTIONS
Deductions from net assets
attributed to:
Distributions to members 562,975 681,598 1,029,716 101,614 1,076,563 -- 3,452,466
Administrative expenses 21,516 17,286 43,828 3,282 65,540 -- 151,452
----------- ---------- ------------ ----------- ------------ ----------- -----------
Total deductions 584,491 698,884 1,073,544 104,896 1,142,103 -- 3,603,918
----------- ---------- ------------ ----------- ------------ ----------- -----------
Net increase prior to interfund
transfers 2,384,574 2,467,254 1,186,378 433,727 7,637,035 92,629 14,201,597
Interfund transfers 3,565,263 366,019 (110,738) 225,248 (4,082,127) 36,335 --
----------- ---------- ------------ ----------- ------------ ----------- -----------
Net increase 5,949,837 2,833,273 1,075,640 658,975 3,554,908 128,964 14,201,597
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 5,010,348 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,520,820
----------- ---------- ------------ ----------- ------------ ----------- -----------
End of period $10,960,185 $8,308,794 $ 16,929,646 $ 1,727,909 $ 26,264,478 $ 1,531,405 $65,722,417
=========== ========== ============ =========== ============ =========== ===========
</TABLE>
The accompanying notes to the financial statements are an integral
part of this statement.
4
<PAGE> 8
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE PERIOD FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 1994
<TABLE>
<CAPTION>
LOAN
FUND A FUND B FUND C FUND D FUND I FUND TOTAL
------ ------ ------ ------ ------ ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Transfer of member balances
from ITT Investment and
Savings Plan for Salaried
Employees $ 1,788,665 $ 5,173,455 $ 15,794,458 $ 631,623 $ 25,331,149 $1,100,133 $ 49,819,483
Investment Income:
Net appreciation
(depreciation) in fair
value of investments (7,972) 28,435 -- 7,211 (187,727) -- (160,053)
Dividends 51,567 -- -- -- 374,757 -- 426,324
Interest 9,902 291 694,858 2,132 882 62,004 770,069
----------- ----------- ------------ ----------- ------------ ---------- ------------
53,497 28,726 694,858 9,343 187,912 62,004 1,036,340
Contributions:
Employer's 1,069,810 -- 438 -- (20,594) -- 1,049,654
Members' 569,059 672,490 1,056,531 198,746 -- -- 2,496,826
----------- ----------- ------------ ----------- ------------ ---------- ------------
1,638,869 672,490 1,056,969 198,746 (20,594) -- 3,546,480
----------- ----------- ------------ ----------- ------------ ---------- ------------
Total additions 3,481,031 5,874,671 17,546,285 839,712 25,498,467 1,162,137 54,402,303
----------- ----------- ------------ ----------- ------------ ---------- ------------
DEDUCTIONS
Deductions from net assets
attributed to:
Distributions to members 339,834 387,214 801,248 49,923 1,229,478 -- 2,807,697
Administrative expenses 3,907 7,195 23,226 1,272 33,958 4,228 73,786
----------- ----------- ------------ ----------- ------------ ---------- ------------
Total deductions 343,741 394,409 824,474 51,195 1,263,436 4,228 2,881,483
----------- ----------- ------------ ----------- ------------ ---------- ------------
Net increase prior to interfund
transfers 3,137,290 5,480,262 16,721,811 788,517 24,235,031 1,157,909 51,520,820
Interfund transfers 1,873,058 (4,741) (867,805) 280,417 (1,525,461) 244,532 --
----------- ----------- ------------ ----------- ------------ ---------- ------------
Net increase 5,010,348 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,520,820
NET ASSETS AVAILABLE FOR
BENEFITS:
Beginning of period -- -- -- -- -- -- --
----------- ----------- ------------ ----------- ------------ ---------- ------------
End of period $ 5,010,348 $ 5,475,521 $ 15,854,006 $ 1,068,934 $ 22,709,570 $1,402,441 $ 51,520,820
=========== =========== ============ =========== ============ ========== ============
</TABLE>
The accompanying notes to the financial statements are an integral
part of this statement.
5
<PAGE> 9
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. PLAN ESTABLISHMENT
On February 28, 1994, ITT Industries Inc. (ITT), formerly known as ITT
Corporation, Rayonier Inc.'s sole shareholder, distributed as a special dividend
all of the Common Shares of Rayonier to the holders of ITT Common Stock and
Series N Preferred Stock (the Spin-off). In connection with the Spin-off,
Rayonier Inc. (the Company) established The Rayonier Investment and Savings Plan
for Salaried Employees (the Plan) effective March 1, 1994. The Plan is a defined
contribution plan covering substantially all salaried employees of the Company.
The Plan is designed to replace the plan benefits provided to Rayonier's
salaried employees prior to the Spin-off under the ITT Investment and Savings
Plan for Salaried Employees (the Previous Plan). Upon the establishment of the
Plan, member balances invested in the Previous Plan were transferred to the
Plan.
2. DESCRIPTION OF THE PLAN
The following brief description of the Plan is provided for general
information purposes only. Members should refer to the Plan document for a more
complete description of the Plan's provisions.
(a) General
The Plan is a defined contribution plan covering all full-time salaried
employees of the Company upon the first enrollment date following the employee's
date of hire. Effective May 1, 1995, the Plan was amended to allow for
enrollment on a monthly rather than semi-annual basis. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
(b) Contributions
Each year, members may elect to contribute up to 16 percent of the
Member's Salary, as defined, to the Plan. Contributions may be made on a
before-tax basis, an after-tax basis or a combination thereof. Each Plan year
the Company contributes to the retirement account of each member an amount equal
to one-half of one percent of the Member's Salary for the Plan year. Effective
July 1, 1995, the Plan was amended to increase the Company's matching
contribution to 60 percent (from 50 percent) of the first 6 percent of each
Member's Salary that a member contributes to the Plan. Members contributions
were limited by the Internal Revenue Service to $9,240 per
6
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS -- (Continued)
year per member during 1995 and 1994. Also effective as of July 1, 1995, the
Plan was amended to permit rollovers from other qualified plans into the Plan.
Effective March 1, 1994, a three month suspension of Matching Company
Contributions applies to any member who makes a withdrawal of Before Tax
Contributions.
(c) Member Accounts
Each member's account is credited with the member's contribution and
the related Company contribution. Plan earnings and administrative expenses are
allocated to member accounts based upon account balances. Forfeited balances of
terminated members nonvested accounts are used to reduce future Company
contributions. The benefit to which a member is entitled is the benefit that can
be provided from the member's vested account.
(d) Vesting
Members are immediately vested in their contributions plus actual
earnings thereon. Vesting in the member's Company contribution account plus
actual earnings thereon is based on years of service. A member is 100 percent
vested after five years of service.
(e) Investment Options
Contributions to the Plan are invested in the following funds:
FUND A
Funds are invested in Rayonier Common Shares.
FUND B
Funds are invested in a comingled fund comprised of a portfolio of
common stocks, all of which are included in the Standard and Poor's 500
Composite Stock Index ("S&P 500"), with the objective of providing
investment results which will approximate the performance of the S&P
500.
FUND C
Funds are invested in a comingled fund comprised of a diversified
portfolio of benefit responsive Guaranteed Investment Contracts issued
by banks, insurance companies and other financial institutions with the
objective of providing a stable rate of return consistent with the
preservation of principal.
FUND D
Funds are invested in a comingled fund comprised of a diversified
portfolio of equity securities, fixed income securities and money
market instruments.
7
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS -- (Continued)
FUND I
Funds are invested in the common stock of ITT Corporation, ITT
Industries Inc. and ITT Hartford Group.
Upon enrollment in the Plan, a member may direct employee contributions
in five percent increments to Fund A, Fund B, Fund C and Fund D. Members may
change their investment options monthly. All Company contributions are made to
Fund A with the following exception: a Member who has attained age 55 may
direct all or part of the Member's Company contribution to Fund C.
The investment in Fund I represents member accounts formerly invested
in ITT Corporation common stock under the Previous Plan that were transferred to
the Plan upon the Spin-off. On December 19, 1995, ITT was restructured into
three separate corporations and the Plan exchanged the common stock of ITT
Corporation for the common stock of the new ITT Corporation, ITT Industries Inc.
and ITT Hartford Group. Members were allowed to transfer their contribution
account balances invested in Fund I to any of the other four investment funds.
Company contribution account balances invested in Fund I could only be
transferred to Fund A. Since the Spin-off, no contributions under the Plan were
invested in Fund I and members could not transfer account balances from the
other investment funds into Fund I.
Effective as of December 1, 1995, the Plan was amended to require the
termination of Fund I on or before March 31, 1996, and for the redistribution of
amounts held in Fund I to other Plan funds. The amounts held in the Company
Contributions Account and the Retirement Account were redistributed to Fund A.
The amounts held in the Members' Contribution Account were redistributed to any
of the other Funds at the direction of the Members. If a Member did not inform
the Plan Administrator how a Member's funds were to be directed, the Plan
Administrator transferred the Member's fund balance to Fund A on March 31, 1996.
(f) Member Loans
Members may borrow from their fund accounts a minimum of $1,000. Loan
amounts may not exceed the lesser of (a) 50 percent of the member's vested
balance, or (b) $50,000 reduced by the member's highest outstanding loan
balance, if any, during the prior one-year period. In no event may a member
borrow from the Member's Retirement Account. Loan transactions are treated as
transfers to (from) the investment fund from (to) the Loan fund. Loan terms
range from one to five years or up to fifteen years for the purchase of a
primary residence. The loans are secured by the balance in the member's account
and bear interest at a rate commensurate with local prevailing rates as
determined periodically by the Plan Committee. The loans bear fixed interest
rates that range from 7.0 percent to 11.5 percent at both December 31, 1995 and
1994. Principal and interest are paid ratably through monthly payroll
deductions.
8
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS -- (Continued)
(g) Payment of Benefits
Upon termination, a member may apply for distribution of the value of
the member's vested account balance. Alternatively, upon termination, a member
whose vested account balance exceeds $3,500 may elect to defer distribution
until no later than the January 31 valuation date immediately following the
member's attainment of age 70-1/2. Provided the member's vested account balance
exceeds $3,500, the member may elect to receive benefit payments in annual
installments over a period not to exceed twenty years.
(h) Forfeited Accounts
At December 31, 1995, forfeited nonvested accounts totaled $16,620.
These accounts will be used to reduce future employer contributions. Also, in
1995, employer contributions were reduced by $7,279 from forfeited nonvested
accounts.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accompanying financial statements of the Plan are prepared under
the accrual method of accounting and are based on information certified to be
complete and accurate by the trustee. The preparation of the financial
statements requires the use of certain estimates in determining the reported
amount of assets and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reported period. Actual
results could differ from those estimates.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Investments in
Rayonier Common Shares, ITT Corporation common stock, ITT Industries Inc. common
stock, and ITT Hartford Group common stock are valued based upon quoted market
prices. Member loans receivable are valued at cost which approximates fair
value.
Certain Plan investments are shares of commingled investment funds. The
fair value of such shares is determined by the trustee of each fund based upon
the current market values of the underlying assets of the trust. The Company has
received a copy of the financial statements of each of the commingled investment
funds. Statements of net assets as of December 31, 1995 for the Banker's Trust
Pyramid Discretionary Cash Fund, the Banker's Trust Pyramid Equity Index Fund,
and the Banker's Trust Pyramid Open End GIC Fund have been filed directly with
the Department of Labor under the EIN # 13-6043638. The statement of net assets
as of December 31, 1995 for the Prudential Jennison Balanced Account has been
filed as an attachment to the Plan's December 31, 1995 Form 5500.
9
<PAGE> 13
NOTES TO FINANCIAL STATEMENTS -- (Continued)
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
(c) Payment of Benefits
Benefits are recorded when paid.
4. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of commingled investment funds
managed by Bankers Trust Company (BT). BT is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest. Fees paid by
the Plan to BT for investment management services amounted to $45,383 and
$22,475 in 1995 and 1994, respectively.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, members will become 100 percent vested in their accounts.
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits per the financial statements to the Form 5500:
<TABLE>
<CAPTION>
As of December 31,
1995 1994
---- ----
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $ 65,722,417 $ 51,520,820
Amounts allocated to withdrawing members (71,403) (335,950)
------------ ------------
Net assets available for plan benefits per Form 5500 $ 65,651,014 $ 51,184,870
============ ============
</TABLE>
10
<PAGE> 14
NOTES TO FINANCIAL STATEMENTS -- (Continued)
The following is a reconciliation of benefits paid to members according
to the financial statements to Form 5500:
<TABLE>
<CAPTION>
Period From
Inception
Year Ended (March 1,1994)
December 31, to December 31,
1995 1994
----------- -----------
<S> <C> <C>
Benefits paid to members per the financial
statements $ 3,452,466 $ 2,807,697
Add: Amounts allocated to withdrawing
members - current year 71,403 335,950
Less: Amounts allocated to withdrawing
members - prior year (335,950) --
----------- -----------
Benefits paid to members per Form 5500 $ 3,187,919 $3,143,647
=========== ==========
</TABLE>
Amounts allocated to withdrawing members are recorded on the Form 5500
for benefit claims that have been processed and approved for payment prior to
December 31 but not paid as of that date.
7. TAX STATUS
The Internal Revenue Service has determined and informed the Plan
Administrator by a letter dated December 27, 1995, that the Plan is designed in
accordance with applicable sections of the Internal Revenue Code (IRC). The Plan
has been amended since receiving the determination letter. However, the Plan
Administrator and the Plan's tax counsel believe that the Plan is currently
designed and is being operated in compliance with the applicable requirements of
the IRC.
8. ADMINISTRATIVE EXPENSES
An annual charge to the Plan of up to .25 percent of the market value
of the assets held by the Plan is charged for expenses incurred in conjunction
with Plan administration. Such expenses include, but are not limited to,
investment management, trustee, record-keeping and audit fees. The Company pays
the balance of Plan expenses in excess of the maximum charge to the Plan.
11
<PAGE> 15
SCHEDULE I
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27 (A) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1995
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Current
Units Description Cost Value
----- ----------- ---- -----
<S> <C> <C> <C> <C>
* 545,897 Banker's Trust Pyramid Discretionary Cash Fund $ 545,897 $ 545,897
* 5,996 Banker's Trust Pyramid Equity Index Fund 6,184,925 8,280,500
* 16,728,557 Banker's Trust Pyramid Open End GIC Fund 16,728,557 16,728,557
809,555 Prudential Jennison Balanced Account 1,427,738 1,716,862
317,384 Rayonier Inc. Common Shares 10,263,267 10,592,691
208,020 ITT Hartford Group common stock 7,118,321 10,062,968
208,020 ITT Industries Inc. common stock 3,531,570 4,992,480
208,020 ITT Corporation common stock 7,798,883 11,025,060
1,531,405 Member loans receivable - 1,531,405
------------- --------------
$ 53,599,158 $ 65,476,420
============= ==============
</TABLE>
* Denotes Party-In-Interest
12
<PAGE> 16
SCHEDULE II
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27 (D) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current
Value
Identity of of Asset on Net
Party-In Purchase Selling Cost of Transaction Gain
Interest Description of Transaction Price Price Asset Date (Loss)
-------- -------------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Banker's Trust Purchase of 12,741,244 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $12,741,244 $ - $12,741,244 $12,741,244 $ -
=========== =========== =========== =========== ========
Banker's Trust Sale of 12,324,001 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ - $12,324,001 $12,324,001 $12,324,001 $ -
=========== =========== =========== =========== ========
Banker's Trust Purchase of 1,124 shares of the Banker's Trust
Company Pyramid Equity Index Fund
$ 1,351,465 $ - $ 1,351,465 $ 1,351,465 $ -
=========== =========== =========== =========== ========
Banker's Trust Sale of 571 shares of the Banker's Trust Pyramid
Company Equity Index Fund $ - $ 731,340 $ 581,684 $ 731,340 $149,656
=========== =========== =========== =========== ========
Banker's Trust Purchase of 3,033,323 shares of the Banker's
Company Trust Pyramid Open End GIC Fund $ 3,033,323 $ - $ 3,033,323 $ 3,033,323 $ -
=========== =========== =========== =========== ========
Banker's Trust Sale of 2,045,121 shares of the Banker's Trust
Company Pyramid Open End GIC Fund $ - $ 2,045,121 $ 2,045,121 $ 2,045,121 $ -
=========== =========== =========== =========== ========
Banker's Trust Purchase of 252,484 shares of the Prudential
Company Jennison Balanced Account $ 499,339 $ - $ 499,339 $ 499,339 $ -
=========== =========== =========== =========== ========
</TABLE>
13
<PAGE> 17
SCHEDULE II
(Continued)
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27 (D) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g) (h) (i)
Current Value
Identity of of Asset on Net
Party-In Purchase Selling Cost of Transaction Gain
Interest Description of Transaction Price Price Asset Date (Loss)
-------- -------------------------- ----- ----- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C>
Banker's Trust Sale of 75,827 shares of the Prudential
Company Jennison Balanced Account $ - $ 138,585 $ 128,273 $ 138,585 $ 10,312
========== ========== =========== =========== ==========
Banker's Trust Purchase of 156,600 Rayonier Inc.
Company Common Shares $5,351,384 $ - $ 5,351,384 $ 5,351,384 $ -
========== ========== =========== =========== ==========
Banker's Trust Sale of 42,028 shares of ITT Corporation
Company common stock $ - $4,612,994 $ 3,727,358 $ 4,612,994 $ 885,636
========== ========== =========== =========== ==========
Banker's Trust Exchange of 208,020 shares of ITT Corporation
Company common stock for 208,020 shares of ITT
Industries Inc. common stock, 208,020 shares
of ITT Hartford Group common stock,
and 208,020 shares of new ITT Corporation
common stock $ - $ - $18,448,774 $26,080,508 $7,631,734
========== ========== =========== =========== ==========
</TABLE>
14
<PAGE> 18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Income Plan Committee for the Employees Retirement Income Plans for
Rayonier Inc. has duly caused this annual report to be signed on its behalf by
the undersigned thereunto duly authorized.
Rayonier Investment and Savings Plan for Salaried Employees
-----------------------------------------------------------
(Name of Plan)
Date June 26, 1996 By JOHN P. O'GRADY
---------------- ---------------
John P. O'Grady
Senior Vice President, Administration
<PAGE> 19
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Public Accountants
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report included in this Form 11-K into Rayonier Inc.'s previously filed
Registration Statement on Form S-8 (File No. 33-65291).
ARTHUR ANDERSEN LLP
Stamford, Connecticut
June 26, 1996
