<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 11-K
(Mark One):
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED].
For the fiscal year ended December 31, 1996
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, 1996 AND 1995
<PAGE> 3
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
PAGE
----
Report of Independent Public Accountants 1
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1996 2
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1995 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1996 4
Notes to Financial Statements 5-9
Schedule I
Item 27(a) Schedule of Assets Held for Investment Purposes as
of December 31, 1996 10
Schedule II
Item 27(d) Schedule of Reportable Transactions for the Year
Ended December 31, 1996 11-13
Consent of Independent Public Accountants 14
Signatures 15
i
<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
with fund information of the Rayonier Investment and Savings Plan for Salaried
Employees as of December 31, 1996 and 1995, and the related statement of changes
in net assets available for benefits with fund information for the year ended
December 31, 1996. These financial statements and the schedules referred to
below are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements and schedules 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 with fund
information of the Plan as of December 31, 1996 and 1995, and the changes in net
assets available for benefits with fund information for the year ended December
31, 1996 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 of Assets Held
for Investment Purposes and 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 with fund information and
statement of changes in net assets available for benefits with fund information
is 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 16, 1997
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, 1996
<TABLE>
<CAPTION>
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
----------- ----------- ----------- ----------- ----------- -----------
ASSETS
Receivables:
<S> <C> <C> <C> <C> <C> <C>
Accrued income $ 753 $ 34 $ 90,084 $ 96 $ -- $ 90,967
Employer contributions 86,001 -- 912 -- -- 86,913
Member contributions 46,478 66,410 51,483 19,690 -- 184,061
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 133,232 66,444 142,479 19,786 -- 361,941
Investments, at fair value (Note 2):
Banker's Trust Pyramid Discretionary Cash Fund 552,371 -- 1,627 3,254 -- 557,252
Banker's Trust Pyramid Equity Index Fund -- 16,049,213 -- -- -- 16,049,213
Banker's Trust Pyramid Open End GIC Fund -- -- 18,440,555 -- -- 18,440,555
Prudential Jennison Balanced Account -- -- -- 4,602,531 -- 4,602,531
Rayonier Inc. Common Shares 35,005,790 -- -- -- -- 35,005,790
Member loans receivable -- -- -- -- 1,580,133 1,580,133
----------- ----------- ----------- ----------- ----------- -----------
Total investments 35,558,161 16,049,213 18,442,182 4,605,785 1,580,133 76,235,474
----------- ----------- ----------- ----------- ----------- -----------
Total assets 35,691,393 16,115,657 18,584,661 4,625,571 1,580,133 76,597,415
LIABILITIES
Accounts payable 7,144 2,948 3,657 865 -- 14,614
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities 7,144 2,948 3,657 865 -- 14,614
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $35,684,249 $16,112,709 $18,581,004 $ 4,624,706 $ 1,580,133 $76,582,801
=========== =========== =========== =========== =========== ===========
</TABLE>
The accompanying notes to the financial statements are an integral part of this
statement.
Page 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, 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 2):
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.
Page 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, 1996
<TABLE>
<CAPTION>
FUND A FUND B FUND C FUND D
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
ADDITIONS
Additions to net assets attributed to:
Investment Income:
Net appreciation in fair value of
investments $ 2,937,386 $ 2,710,076 $ -- $ 423,155
Dividends 908,633 -- -- --
Interest 35,293 1,922 1,021,044 1,323
------------ ------------ ------------ ------------
3,881,312 2,711,998 1,021,044 424,478
Contributions:
Employer's 1,632,273 -- 29,353 --
Members' 1,096,317 1,405,777 1,278,060 403,138
------------ ------------ ------------ ------------
2,728,590 1,405,777 1,307,413 403,138
------------ ------------ ------------ ------------
Total additions 6,609,902 4,117,775 2,328,457 827,616
------------ ------------ ------------ ------------
DEDUCTIONS
Deductions from net assets attributed to:
Distributions to members 1,526,419 1,005,348 961,590 133,556
Administrative expenses 76,253 32,948 46,933 8,933
------------ ------------ ------------ ------------
Total deductions 1,602,672 1,038,296 1,008,523 142,489
------------ ------------ ------------ ------------
Net increase prior to interfund transfers 5,007,230 3,079,479 1,319,934 685,127
Interfund transfers 19,716,834 4,724,436 331,424 2,211,670
------------ ------------ ------------ ------------
Net increase / (decrease) 24,724,064 7,803,915 1,651,358 2,896,797
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 10,960,185 8,308,794 16,929,646 1,727,909
------------ ------------ ------------ ------------
End of period $ 35,684,249 $ 16,112,709 $ 18,581,004 $ 4,624,706
============ ============ ============ ============
</TABLE>
<TABLE>
<CAPTION>
LOAN
FUND I FUND TOTAL
------------ ------------ ------------
<S> <C> <C> <C>
ADDITIONS
Additions to net assets attributed to:
Investment Income:
Net appreciation in fair value of
investments $ 1,809,902 $ -- $ 7,880,519
Dividends 102,292 -- 1,010,925
Interest 11,155 107,026 1,177,763
------------ ------------ ------------
1,923,349 107,026 10,069,207
Contributions:
Employer's -- -- 1,661,626
Members' -- -- 4,183,292
------------ ------------ ------------
-- -- 5,844,918
------------ ------------ ------------
Total additions 1,923,349 107,026 15,914,125
------------ ------------ ------------
DEDUCTIONS
Deductions from net assets attributed to:
Distributions to members 1,185,438 56,627 4,868,978
Administrative expenses 19,696 -- 184,763
------------ ------------ ------------
Total deductions 1,205,134 56,627 5,053,741
------------ ------------ ------------
Net increase prior to interfund transfers 718,215 50,399 10,860,384
Interfund transfers (26,982,693) (1,671) --
------------ ------------ ------------
Net increase / (decrease) (26,264,478) 48,728 10,860,384
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 26,264,478 1,531,405 65,722,417
------------ ------------ ------------
End of period $ -- $ 1,580,133 $ 76,582,801
============ ============ ============
</TABLE>
The accompanying notes to the financial statements
are an integral part of this statement.
Page 4
<PAGE> 8
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following brief description of the Rayonier Investment and Savings
Plan for Salaried Employees (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 Rayonier Inc. (the Company) upon the first day of any month
following the employee's date of hire. 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. Member before-tax
contributions were limited by the Internal Revenue Service to $9,500 per year
per Member during 1996 and $9,240 during 1995.
(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
5
<PAGE> 9
NOTES TO FINANCIAL STATEMENTS -- (Continued)
thereon is based on years of service. A Member vests 20 percent for each year of
service with full vesting 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 Inc. Common Shares.
FUND B
Funds are invested in a commingled 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 commingled 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 commingled fund comprised of a diversified
portfolio of equity securities, fixed income securities and money
market instruments.
FUND I
Funds are invested in the common stock of ITT Corporation, ITT
Industries, Inc. and ITT Hartford Group (now the Hartford Financial
Services 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.
As of March 31, 1996, the Plan terminated Fund I and redistributed the
amounts invested 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.
6
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS -- (Continued)
(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 between the investment funds and the Loan funds. 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, 1996 and 1995.
Principal and interest are paid ratably through monthly payroll deductions.
(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 generally over a period not to exceed twenty years.
(h) Forfeited Accounts
Forfeited nonvested accounts are used to reduce future employer
contributions. In 1996, employer contributions were reduced by $52,168 from
forfeited nonvested accounts.
2. 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.
(b) Use of Estimates
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 contributions,
earnings, distributions and expenses during the reported period.
Actual results could differ from those estimates.
7
<PAGE> 11
NOTES TO FINANCIAL STATEMENTS -- (Continued)
(c) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Investments in
Rayonier Inc. 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, 1996 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, 1996 for the Prudential Jennison Balanced Account has been
filed as an attachment to the Plan's December 31, 1996 Form 5500.
Purchases and sales of securities are recorded on a trade-date basis.
The cost of securities sold is determined on an average cost basis. Interest
income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
(d) Payment of Benefits
Benefits are recorded when paid.
3. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of commingled investment funds
managed by Banker's Trust Company (BT). BT is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest. Fees paid to BT
for investment management services related to the Plan amounted to $56,784 in
1996. In addition, certain Plan investments are Rayonier Inc. Common Shares. As
Rayonier Inc. is the Plan Sponsor, these transactions qualify as
party-in-interest transactions.
4. 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.
8
<PAGE> 12
NOTES TO FINANCIAL STATEMENTS -- (Continued)
5. 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,
1996 1995
------------ ------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $ 76,582,801 $ 65,722,417
Amounts allocated to withdrawing members (1,515,452) (71,403)
------------ ------------
Net assets available for plan benefits per Form 5500 $ 75,067,349 $ 65,651,014
============ ============
</TABLE>
The following is a reconciliation of benefits paid to members according
to the financial statements to Form 5500:
<TABLE>
<CAPTION>
Year Ended
December 31,
1996
----------
<S> <C>
Benefits paid to members per the financial statements 4,868,978
Add: Amounts allocated to withdrawing
members - current year 1,515,452
Less: Amounts allocated to withdrawing
members - prior year (71,403)
----------
Benefits paid to members per Form 5500 6,313,027
==========
</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.
6. 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.
7. ADMINISTRATIVE EXPENSES
An annual charge to the Plan of up to 0.25 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.
9
<PAGE> 13
SCHEDULE I
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b)(c) (d) (e)
Current
Units / Shares Description Cost Value
----------------- ---------------------------------------------- ------------- ---------------
<S> <C> <C> <C> <C>
* 557,252 Banker's Trust Pyramid Discretionary Cash Fund $ 557,252 $ 557,252
* 9,442 Banker's Trust Pyramid Equity Index Fund 11,965,287 16,049,213
* 18,440,555 Banker's Trust Pyramid Open End GIC Fund 18,440,555 18,440,555
1,922,906 Prudential Jennison Balanced Account 3,966,309 4,602,531
* 912,203 Rayonier Inc. Common Shares 31,912,354 35,005,790
** 1,580,133 Member loans receivable -- 1,580,133
----------- -----------
$66,841,757 $76,235,474
=========== ===========
</TABLE>
* Denotes party-in-interest.
** The loans bear fixed interest rates that range from 7.0 percent to 11.5
percent.
Page 10
<PAGE> 14
SCHEDULE II
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d)
Identity of Purchase Selling
Party Description of Transaction Price Price
- ----------------------- ----------------------------------------------- --------------- ---------------
Series of Transactions
- -----------------------
<S> <C> <C>
Banker's Trust Purchase of 49,728,375 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 49,728,375 $ --
=============== ===============
Banker's Trust Sale of 49,717,019 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ -- $ 49,717,019
=============== ===============
Banker's Trust Purchase of 5,702 shares of the Banker's Trust
Company Pyramid Equity Index Fund $ 8,529,181 $ --
=============== ===============
Banker's Trust Sale of 2,257 shares of the Banker's Trust Pyramid
Company Equity Index Fund $ -- $ 3,470,543
=============== ===============
Banker's Trust Purchase of 5,020,983 shares of the Banker's
Company Trust Pyramid Open End GIC Fund $ 5,020,983 $ --
=============== ===============
Banker's Trust Sale of 3,308,986 shares of the Banker's Trust
Company Pyramid Open End GIC Fund $ -- $ 3,308,986
=============== ===============
Banker's Trust Purchase of 1,473,799 shares of the Prudential
Company Jennison Balanced Account $ 3,255,398 $ --
=============== ===============
</TABLE>
<TABLE>
<CAPTION>
(a) (b) (g) (h) (i)
Current Value
of Asset on Net
Identity of Cost of Transaction Gain
Party Description of Transaction Asset Date (Loss)
- ----------------------- ----------------------------------------------- ----------- ----------- -----------
Series of Transactions
- -----------------------
<S> <C> <C> <C>
Banker's Trust Purchase of 49,728,375 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $49,728,375 $49,728,375 $ --
=========== =========== ===========
Banker's Trust Sale of 49,717,019 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $49,717,019 $49,717,019 $ --
=========== =========== ===========
Banker's Trust Purchase of 5,702 shares of the Banker's Trust
Company Pyramid Equity Index Fund $ 8,529,181 $ 8,529,181 $ --
=========== =========== ===========
Banker's Trust Sale of 2,257 shares of the Banker's Trust Pyramid
Company Equity Index Fund $ 2,748,818 $ 3,470,543 $ 721,725
=========== =========== ===========
Banker's Trust Purchase of 5,020,983 shares of the Banker's
Company Trust Pyramid Open End GIC Fund $ 5,020,983 $ 5,020,983 $ --
=========== =========== ===========
Banker's Trust Sale of 3,308,986 shares of the Banker's Trust
Company Pyramid Open End GIC Fund $ 3,308,986 $ 3,308,986 $ --
=========== =========== ===========
Banker's Trust Purchase of 1,473,799 shares of the Prudential
Company Jennison Balanced Account $ 3,255,398 $ 3,255,398 $ --
=========== =========== ===========
</TABLE>
Page 11
<PAGE> 15
SCHEDULE II
(Continued)
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Identity of Purchase Selling Cost of
Party Description of Transaction Price Price Asset
- ---------------------- ------------------------------------------------- --------------- ----------- -----------
Series of Transactions
- ----------------------
<S> <C> <C> <C>
Banker's Trust Sale of 360,448 shares of the Prudential Jennison
Company Balanced Account $ -- $ 792,884 $ 716,827
=============== =========== ===========
Banker's Trust Purchase of 648,265 Rayonier Inc.
Company Common Shares $ 23,513,318 $ -- $23,513,318
=============== =========== ===========
Banker's Trust Sale of 53,446 shares of Rayonier Inc.
Company Common Shares $ -- $ 2,037,574 $ 1,864,231
=============== =========== ===========
Banker's Trust Sale of 208,020 shares of ITT Hartford Group
Company common stock $ -- $10,315,367 $ 7,118,321
=============== =========== ===========
Banker's Trust Sale of 208,020 shares of ITT Industries, Inc.
Company common stock $ -- $ 5,481,372 $ 3,531,570
=============== =========== ===========
Banker's Trust Sale of 208,020 shares of ITT Corporation
Company common stock $ -- $12,093,671 $ 7,798,883
=============== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
(a) (b) (h) (i)
Current Value
of Asset on Net
Identity of Transaction Gain
Party Description of Transaction Date (Loss)
- ---------------------- ------------------------------------------------- ----------- -----------
Series of Transactions
- ----------------------
<S> <C> <C>
Banker's Trust Sale of 360,448 shares of the Prudential Jennison
Company Balanced Account $ 792,884 $ 76,057
=========== ===========
Banker's Trust Purchase of 648,265 Rayonier Inc.
Company Common Shares $23,513,318 $ --
=========== ===========
Banker's Trust Sale of 53,446 shares of Rayonier Inc.
Company Common Shares $ 2,037,574 $ 173,343
=========== ===========
Banker's Trust Sale of 208,020 shares of ITT Hartford Group
Company common stock $10,315,367 $ 3,197,046
=========== ===========
Banker's Trust Sale of 208,020 shares of ITT Industries, Inc.
Company common stock $ 5,481,372 $ 1,949,802
=========== ===========
Banker's Trust Sale of 208,020 shares of ITT Corporation
Company common stock $12,093,671 $ 4,294,788
=========== ===========
</TABLE>
Page 12
<PAGE> 16
SCHEDULE II
(Continued)
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
<TABLE>
<CAPTION>
(a) (b) (c) (d) (g)
Identity of Purchase Selling Cost of
Party Description of Transaction Price Price Asset
- ------------------- -------------------------------------------- --------------- ----------- -----------
Single Transactions
- -------------------
<S> <C> <C> <C>
Banker's Trust Purchase of 8,803,099 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 8,803,099 $ -- $ 8,803,099
=============== =========== ===========
Banker's Trust Purchase of 3,305,602 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 3,305,602 $ -- $ 3,305,602
=============== =========== ===========
Banker's Trust Sale of 10,466,405 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ -- $10,466,405 $10,466,405
=============== =========== ===========
Banker's Trust Purchase of 10,077,669 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 10,077,669 $ -- $10,077,669
=============== =========== ===========
Banker's Trust Sale of 4,132,003 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ -- $ 4,132,003 $ 4,132,003
=============== =========== ===========
Banker's Trust Sale of 62,526 shares of ITT Corporation
Company common stock $ -- $ 3,649,955 $ 2,344,164
=============== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
(a) (b) (h) (i)
Current Value
of Asset on Net
Identity of Transaction Gain
Party Description of Transaction Date (Loss)
- ------------------- -------------------------------------------- ----------- -----------
Single Transactions
- -------------------
<S> <C> <C>
Banker's Trust Purchase of 8,803,099 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 8,803,099 $ --
=========== ===========
Banker's Trust Purchase of 3,305,602 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $ 3,305,602 $ --
=========== ===========
Banker's Trust Sale of 10,466,405 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $10,466,405 $ --
=========== ===========
Banker's Trust Purchase of 10,077,669 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $10,077,669 $ --
=========== ===========
Banker's Trust Sale of 4,132,003 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ 4,132,003 $ --
=========== ===========
Banker's Trust Sale of 62,526 shares of ITT Corporation
Company common stock $ 3,649,955 $ 1,305,791
=========== ===========
</TABLE>
Page 13
<PAGE> 17
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 27, 1997
14
<PAGE> 18
SIGNATURES
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)
By: Rayonier Inc. Plan Administrator
Date June 23, 1997 By JOHN P. O'GRADY
---------------- ------------------------------------
John P. O'Grady
Senior Vice President, Administration
15
