RAYONIER INC
10-Q, 1997-11-13
LUMBER & WOOD PRODUCTS (NO FURNITURE)
Previous: IONICS INC, 10-Q, 1997-11-13
Next: JACLYN INC, 10-Q, 1997-11-13



<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


      (Mark One)


      (x)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

                                         OR

      ( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM ........... TO ............



                          COMMISSION FILE NUMBER 1-6780


                                  RAYONIER INC.



                   Incorporated in the State of North Carolina
                I.R.S. Employer Identification Number l3-2607329


              l177 Summer Street, Stamford, Connecticut 06905-5529
                          (Principal Executive Office)

                        Telephone Number: (203) 348-7000



      Indicate by check mark whether the registrant (l) has filed all reports
      required to be filed by Section l3 or l5(d) of the Securities Exchange Act
      of l934 during the preceding l2 months and (2) has been subject to such
      filing requirements for the past 90 days.

      YES (X) NO ( )


      As of November 4, 1997, there were 28,470,634 Common Shares of the
      Registrant outstanding.
<PAGE>   2
                                  RAYONIER INC.

                                TABLE OF CONTENTS






                                                                         PAGE

         PART I.  FINANCIAL INFORMATION

         Item l.  Financial Statements

                  Statements of Consolidated Income for the
                  Three Months and Nine Months
                  Ended September 30, 1997 and 1996                        1

                  Consolidated Balance Sheets as of September 30, 1997
                  and December 3l, 1996                                    2

                  Statements of Consolidated Cash Flows for the
                  Nine Months Ended September 30, 1997 and 1996            3

         Item 2.  Management's Discussion and Analysis
                  of Financial Condition and Results of Operations         4-6

         Item 3.  Selected Operating Data                                  7




         PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                        8

         Item 6.  Exhibits and Reports on Form 8-K                         8

                  Signature                                                8

                  Exhibit Index                                            9


                                        i
<PAGE>   3
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The following unaudited financial statements reflect, in the opinion of Rayonier
Inc. (Rayonier or the Company), all adjustments (which include only normal
recurring adjustments) necessary for a fair presentation of the results of
operations, the financial position and the cash flows for the periods presented.
Certain reclassifications have been made to the prior year's financial
statements to conform to current year presentation. For a full description of
accounting policies, please refer to Notes to Consolidated Financial Statements
in the 1996 Annual Report on Form l0-K.


                         RAYONIER INC. AND SUBSIDIARIES
                        STATEMENTS OF CONSOLIDATED INCOME
                                   (UNAUDITED)
                  (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                               Three Months                       Nine Months
                                                            Ended September 30,               Ended September 30,
                                                       -----------------------------     -----------------------------
                                                           1997             1996             1997             1996
                                                       ------------     ------------     ------------     ------------
<S>                                                    <C>              <C>              <C>              <C>
   SALES                                               $    266,853     $    285,104     $    817,064     $    875,751
                                                       ------------     ------------     ------------     ------------

   Costs and expenses

      Cost of sales                                         216,726          245,659          666,867          726,120

      Selling and general expenses                           10,402            9,672           30,636           27,913

      Other operating income, net                            (2,169)          (1,276)          (3,881)          (2,172)
                                                       ------------     ------------     ------------     ------------

                                                            224,959          254,055          693,622          751,861
                                                       ------------     ------------     ------------     ------------

   OPERATING INCOME                                          41,894           31,049          123,442          123,890

   Interest expense                                          (6,080)          (6,434)         (17,987)         (20,677)

   Interest and miscellaneous income (expense), net            (523)           2,490              431            5,451

   Minority interest                                         (5,072)          (4,778)         (19,359)         (21,315)
                                                       ------------     ------------     ------------     ------------

   Income before income taxes                                30,219           22,327           86,527           87,349

   Provision for income taxes                                (6,978)          (6,759)         (25,129)         (24,900)
                                                       ------------     ------------     ------------     ------------


   NET INCOME                                          $     23,241     $     15,568     $     61,398     $     62,449
                                                       ============     ============     ============     ============

   NET INCOME PER COMMON SHARE                         $       0.79     $       0.52     $       2.08     $       2.08
                                                       ============     ============     ============     ============

   Weighted average Common Shares                        29,397,120       29,979,270       29,553,852       30,031,852
                                                       ============     ============     ============     ============
</TABLE>


                                       1
<PAGE>   4
                         RAYONIER INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (THOUSANDS OF DOLLARS)


<TABLE>
<CAPTION>
                                                                  September 30,  December 31,
                                                                       1997          1996
                                                                  -------------  ------------
<S>                                                               <C>            <C>
                                     ASSETS
CURRENT ASSETS
   Cash and short-term investments                                  $   10,836    $    3,432
   Accounts receivable, less allowance for doubtful
      accounts of $4,947 and $4,674                                    104,126       123,435
   Inventories
      Finished goods                                                    58,350        68,441
      Work in process                                                   17,799        20,128
      Raw materials                                                     40,607        39,650
      Manufacturing and maintenance supplies                            24,495        26,695
                                                                    ----------    ----------
         Total inventories                                             141,251       154,914

   Timber stumpage purchases                                            25,955        31,416
   Other current assets                                                 12,008        13,223
   Deferred income taxes                                                17,692        23,168
                                                                    ----------    ----------
      Total current assets                                             311,868       349,588

OTHER ASSETS                                                            49,998        50,026

TIMBER STUMPAGE PURCHASES                                               18,508        23,341

TIMBER, TIMBERLANDS AND LOGGING ROADS,
   NET OF DEPLETION AND AMORTIZATION                                   496,980       490,298

PROPERTY, PLANT AND EQUIPMENT
   Land, buildings, machinery and equipment                          1,267,754     1,190,786
   Less - accumulated depreciation                                     557,229       506,308
                                                                    ----------    ----------
                                                                       710,525       684,478
                                                                    ----------    ----------

                                                                    $1,587,879    $1,597,731
                                                                    ==========    ==========


                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                 $   74,583    $   87,609
   Bank loans and current maturities                                     3,585         2,243
   Accrued taxes                                                        17,687        11,497
   Accrued payroll and benefits                                         13,591        18,340
   Accrued interest                                                      8,497         5,154
   Other current liabilities                                            54,865        55,976
   Current reserves for dispositions and discontinued operations        26,424        40,003
                                                                    ----------    ----------
      Total current liabilities                                        199,232       220,822

DEFERRED INCOME TAXES                                                  100,992        89,484

LONG-TERM DEBT                                                         433,208       430,667

NON-CURRENT RESERVES FOR DISPOSITIONS
   AND DISCONTINUED OPERATIONS                                         178,426       183,975

OTHER NON-CURRENT LIABILITIES                                           33,216        30,529

MINORITY INTEREST                                                       17,095        18,864

SHAREHOLDERS' EQUITY

   Common Shares, 60,000,000 shares authorized, 28,553,288
      and 29,282,455 shares issued and outstanding                     112,564       145,679
   Retained earnings                                                   513,146       477,711
                                                                    ----------    ----------
                                                                       625,710       623,390
                                                                    ----------    ----------
                                                                    $1,587,879    $1,597,731
                                                                    ==========    ==========
</TABLE>


                                       2
<PAGE>   5
                         RAYONIER INC. AND SUBSIDIARIES
                      STATEMENTS OF CONSOLIDATED CASH FLOWS
                                   (UNAUDITED)
                             (THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                    Nine Months
                                                                Ended September 30,
                                                              -----------------------
                                                                 1997          1996
                                                              ---------     ---------
<S>                                                           <C>           <C>
OPERATING ACTIVITIES

Net income                                                    $  61,398     $  62,449
Non-cash items included in income
   Depreciation, depletion and amortization                      71,247        71,608
   Deferred income taxes                                          9,971         7,544
Write-off of property, plant and equipment                        2,100         7,060
Increase (decrease) in other non-current liabilities              2,687          (149)
Change in accounts receivable, inventories
   and accounts payable                                          19,946         2,119
Decrease in current timber stumpage purchases                     5,461        14,868
Decrease (increase) in other current assets                       1,215       (11,195)
Increase in accrued liabilities                                   3,673         7,432
Reduction in reserves for dispositions                               --        (3,750)
                                                              ---------     ---------
   CASH FROM OPERATING ACTIVITIES                               177,698       157,986
                                                              ---------     ---------


INVESTING ACTIVITIES

Capital expenditures, net of sales, retirements and
   reclassifications of $(236) and $11,488                     (106,076)     (123,614)
Expenditures for dispositions and discontinued operations,
   net of tax benefits of $7,013 and $850                       (12,115)       (1,474)
Decrease in timber stumpage purchases and other assets            4,861        10,973
                                                              ---------     ---------
   CASH USED FOR INVESTING ACTIVITIES                          (113,330)     (114,115)
                                                              ---------     ---------


FINANCING ACTIVITIES

Issuance of debt                                                225,117        17,472
Repayments of debt                                             (221,234)      (30,575)
Dividends paid                                                  (25,963)      (25,696)
Repurchase of Common Shares                                     (35,331)      (11,215)
Issuance of Common Shares                                         2,216         1,376
(Decrease) increase in minority interest                         (1,769)          619
                                                              ---------     ---------
   CASH USED FOR FINANCING ACTIVITIES                           (56,964)      (48,019)
                                                              ---------     ---------


CASH AND SHORT-TERM INVESTMENTS

Increase (decrease) during the period                             7,404        (4,148)
Balance, beginning of period                                      3,432        10,932
                                                              ---------     ---------
Balance, end of period                                        $  10,836     $   6,784
                                                              =========     =========

Supplemental disclosures of cash flow information
Cash paid during the period for:
   Interest                                                   $  19,493     $  19,760
                                                              =========     =========
   Income taxes, net of refunds                               $   6,191     $   7,865
                                                              =========     =========
</TABLE>


                                       3
<PAGE>   6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The sales and operating income of Rayonier's business segments for the three and
nine months ended September 30, 1997 and 1996 were as follows (thousands of
dollars):

<TABLE>
<CAPTION>
                                             Three Months               Nine Months
                                         Ended September 30,         Ended September 30,
                                       -----------------------     -----------------------
                                          1997          1996          1997          1996
                                       ---------     ---------     ---------     ---------
<S>                                    <C>           <C>           <C>           <C>
SALES

TIMBER AND WOOD PRODUCTS

Log trading and merchandising          $  64,989     $  81,612     $ 199,299     $ 238,970
Timberlands management and stumpage       43,986        38,934       137,645       148,939
Wood products                             34,898        27,769       103,198        75,536
Intrasegment eliminations                 (6,089)       (9,970)      (18,007)      (33,922)
                                       ---------     ---------     ---------     ---------
   Total Timber and Wood Products        137,784       138,345       422,135       429,523
                                       ---------     ---------     ---------     ---------


SPECIALTY PULP PRODUCTS

Chemical cellulose                        76,243        87,245       243,309       244,521
Fluff and specialty paper pulps           49,236        41,554       132,393       138,877
                                       ---------     ---------     ---------     ---------
   Total Specialty Pulp Products         125,479       128,799       375,702       383,398
                                       ---------     ---------     ---------     ---------

Intersegment eliminations                   (682)       (1,682)       (1,660)       (4,094)
                                       ---------     ---------     ---------     ---------
   Total before dispositions             262,581       265,462       796,177       808,827

Dispositions                               4,272        19,642        20,887        66,924
                                       ---------     ---------     ---------     ---------

   Total sales                         $ 266,853     $ 285,104     $ 817,064     $ 875,751
                                       =========     =========     =========     =========


OPERATING INCOME

Timber and Wood Products               $  31,421     $  26,354     $ 100,112     $  96,003
Specialty Pulp Products                   13,861        11,016        35,272        44,767
Corporate and other                       (4,159)       (3,947)      (12,506)      (10,136)
Intersegment eliminations                     (8)          (94)          143           112
                                       ---------     ---------     ---------     ---------
   Total before dispositions              41,115        33,329       123,021       130,746
Dispositions                                 779        (2,280)          421        (6,856)
                                       ---------     ---------     ---------     ---------

   Total operating income              $  41,894     $  31,049     $ 123,442     $ 123,890
                                       =========     =========     =========     =========
</TABLE>


RESULTS OF OPERATIONS


SALES AND OPERATING INCOME

Sales for the three and nine month periods ended September 30, 1997 were below
the previous year's results due to the closure of the Port Angeles, WA pulp mill
on February 28, 1997, lower export log prices in Pacific Rim markets, and lower
pulp pricing. Operating income for the third quarter was $42 million, $11
million or 35 percent above the same period in the prior year, resulting from
improved log trading margins, stronger timber harvesting, increased pulp
volumes, lower pulp production costs and the absence of Port Angeles losses.
Year to date operating income of $123 million was comparable to prior year
results, as increased wood products earnings and the absence of losses from the
Port Angeles pulp mill offset lower average pulp and stumpage pricing.


                                       4
<PAGE>   7
Timber and Wood Products

Timber and Wood Products' sales for the third quarter of 1997 were in line with
the 1996 third quarter, while sales for the nine month period were $7 million
below last year's results. The decline in nine month sales reflects lower North
American export log prices and lower Northwest U.S. stumpage prices primarily
during the first half of the year, partially offset by stronger lumber volumes
and prices. Operating income for the quarter of $31 million was 19 percent
higher than the same period in the prior year due to improved log trading
margins and stronger timber harvesting than past seasonal patterns produced.
Year to date operating income of $100 million was $4 million above last year
primarily due to stronger lumber and log trading results.

Log trading and merchandising sales declined from 1996 due to lower North
American export log prices and lower New Zealand log volumes resulting from
weakness in Asian wood markets. Operating income improved from 1996, resulting
from more favorable margins in New Zealand.

Timberlands management and stumpage sales and operating income were above last
year's third quarter results due to stronger U.S. timber harvesting, while year
to date sales and operating income were below prior year reflecting weaker
Northwest U.S. stumpage prices primarily during the first half of 1997. New
Zealand stumpage prices for the third quarter and year to date were lower than
in the comparable periods of 1996.

Wood products sales and operating results for the nine month period improved
over the prior year due to increased capacity and productivity along with
stronger sales volumes and higher lumber prices. Operating income for the third
quarter declined slightly from the 1996 third quarter as a result of marketing
expenditures associated with the Company's new medium-density fiber board (MDF)
plant in New Zealand. During October, the MDF plant became operational. The
plant is projected to incur operating losses during the fourth quarter and
during 1998 as Rayonier develops markets in the Pacific Rim for its
premium-quality Patinna(TM) brand. In the fourth quarter, those losses are
estimated to be $3.5 million.

Specialty Pulp Products

Sales of Specialty Pulp Products (from the Company's ongoing Jesup and
Fernandina mills) were $125 million compared to $129 million for last year's
third quarter. Operating income was $14 million, $3 million above the 1996 third
quarter as a result of higher volumes and lower manufacturing costs per ton as
the Company continued to implement its strategic cost-reduction program. Pulp
selling prices improved compared to the second quarter but were lower than third
quarter 1996 levels. Sales for the first nine months of 1997 were $376 million
compared to $383 million for the prior period and operating income was $35
million, a decrease of $9 million or 21 percent from 1996. Results were below
the prior year primarily due to lower chemical cellulose and fluff pulp prices,
partly offset by lower production costs and higher pulp shipments.

Dispositions

Dispositions reflect results of the Company's Port Angeles mill, permanently
closed in February 1997, with product sales arising from inventory run-off.
Improved results over 1996 primarily reflect the absence of operating losses
following the mill's closure.

OTHER INCOME / EXPENSE

Interest expense was $18 million for the first nine months of 1997, $3 million
favorable to 1996, reflecting lower average debt levels due to reduced
investment in working capital and timber stumpage. Capitalized interest in
connection with the Company's New Zealand MDF facility was $4.8 million and $2.0
million for the first nine months of 1997 and 1996. Third quarter 1997
capitalized interest was $1.8 million. Effective October 1, the Company will no
longer capitalize interest on this project.

Interest and miscellaneous income (expense), net declined $3 million from the
prior year third quarter and $5 million on a year to date basis primarily due to
the absence of mark-to-market gains on forward exchange contracts. The Company
uses forward contracts to mitigate the impact of New Zealand /U.S. dollar
exchange rate fluctuations on New Zealand operating expenses.

Minority interest in the earnings of Rayonier's subsidiary, Rayonier
Timberlands, L.P. (RTLP) was $2 million less than the first nine months of 1996,
primarily reflecting lower Northwest U.S. stumpage prices. The minority
participation in the earnings of RTLP will change from approximately 24 percent
to approximately 1 percent effective January 1, 2001.

The effective tax rate for the first nine months of 1997 was 29.0 percent
compared to 28.5 percent in 1996. These tax rates are below the statutory rates
as 1997 reflects research and investment tax credits while the prior year
includes certain tax benefits recognized in 1996 that pertained to prior years.


                                       5
<PAGE>   8
NET INCOME

Net income for the third quarter was $23.2 million or $0.79 per Common Share, 49
percent above 1996 third quarter earnings of $15.6 million, or $0.52 cents per
Common Share. The improvement came from stronger operating results, as well as
higher research and investment tax credits. Net income for the nine months ended
September 30, 1997 was $61 million or $2.08 per Common Share, comparable to last
year's results.

Fourth quarter earnings are expected to be lower than the third quarter (but
higher than the second quarter) resulting from the onset of MDF losses, less
capitalized interest and lower wood products pricing.

OTHER ITEMS

Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share
(EPS), issued in February, 1997 establishes standards for computing and
presenting EPS and is effective for both interim and annual periods ending after
December 15, 1997. SFAS No. 128 does not permit early application of its
provisions. The statement replaces the presentation of primary EPS with a
presentation of basic EPS, as defined. The Company's pro forma basic EPS
determined in accordance with SFAS No. 128 was $0.81 and $0.53 for the three
months ended September 30, 1997 and 1996, respectively, and $2.12 and $2.11 for
the nine months ended September 30, 1997 and 1996, respectively. Pro forma
diluted EPS would be unchanged from the currently reported income per Common
share.

On November 5, 1997 the Company announced it will enter into a second joint
venture in New Zealand. The Company will sell a 75 percent interest in two New
Zealand forests (12,100 acres) and purchase a 25 percent stake in two forests
(3,700 acres) owned by a timber investment fund for net cash proceeds of $11.6
million. The Company expects to record a pretax gain of approximately $8.1
million, $5.5 million after-tax, or 19 cents per common share. Actual results
will depend on currency exchange rates in effect at the close, which is expected
in the fourth quarter of 1997. Rayonier will have management and marketing
responsibilities for the joint venture, which involves 15,800 acres of timber on
New Zealand's North Island. The Company also announced that in two unrelated
transactions it had purchased 500 acres of timberland and acquired harvest
rights on an additional 2,500 acres from private owners in New Zealand for
approximately $11 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operating activities of $178 million for the first nine months of
1997 increased $20 million from 1996 as a result of reduced working capital
requirements. EBITDA (defined as earnings from continuing operations before
significant non-recurring items, provision for dispositions, interest expense,
income taxes and depreciation, depletion and amortization) for the first nine
months of 1997 of $176 million decreased $4 million from the comparable period
of 1996. Cash from operating activities helped to finance capital expenditures
of $106 million, dividends of $26 million and the repurchase of Common Shares
for $35 million. In connection with the previously announced one-year increase
in the Company's share repurchase program to $50 million for 1997, the Company
repurchased 840,500 shares during the first nine months at an average cost of
$42.04. Over the same period of 1996, the Company purchased 303,000 shares at an
average cost of $37.04 per share for $11 million. Third quarter ending debt was
$437 million and the debt-to-capital-ratio was 41.1 percent compared to 41.0
percent at December 31, 1996.

During the second quarter of 1997, the Company issued approximately $101 million
of securities to an investment bank in the United Kingdom. The proceeds of this
financing were used to retire commercial paper and bank loans. Due to United
Kingdom tax law changes that increased the effective cost of this financing, the
Company refinanced those securities in July 1997 with the issuance of additional
commercial paper.

The Company has unsecured credit facilities totaling $300 million, which are
used for direct borrowings and as support for $135 million of outstanding
commercial paper. As of September 30, 1997, the Company had $165 million of
available borrowings under its revolving credit facilities. In addition, through
currently effective shelf registration statements filed with the Securities and
Exchange Commission, the Company may offer up to $141 million of new public debt
securities. The Company believes that internally generated funds combined with
available external financing will enable Rayonier to fund capital expenditures,
share repurchases, working capital and other liquidity needs for the foreseeable
future.


                                       6
<PAGE>   9
SAFE HARBOR

Except for the information about past operations and results, the comments in
this report are forward-looking and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Changes in
the following important factors, among others, could cause actual results to
differ materially from those expressed in the forward-looking statements:
competitive products and pricing, as well as fluctuations in demand,
particularly for specialty fluff pulps and for export and domestic logs and wood
products, including MDF; the impact of such market factors on the Company's
timber sales in the United States and New Zealand; production costs for
specialty pulps, particularly for raw materials and chemicals; governmental
policies and regulations affecting the environment, import and export controls
and taxes; and interest rate and currency movements.

ITEM 3.  SELECTED OPERATING DATA

<TABLE>
<CAPTION>
                                                                       Three Months        Nine Months
                                                                   Ended September 30, Ended September 30,
                                                                   ------------------- -------------------
                                                                      1997      1996      1997      1996
                                                                     -----     -----     -----     -----
<S>                                                                  <C>       <C>       <C>       <C>
TIMBER AND WOOD PRODUCTS

   Log sales volume
      North America - million board feet                                54        72       174       206
      New Zealand - thousand cubic meters                              277       312       802     1,078
      Other - thousand cubic meters                                     56        30       247        85

   Timber sales volume
      Northwest U.S. - million board feet                               39        34       147       148
      Southeast U.S. - thousand short green tons                       567       532     1,711     1,639
      New Zealand - thousand cubic meters                              336       267       835       815

   Lumber sales volume - million board feet                             85        71       248       205

   Intercompany sales volume
      Logs - million board feet                                          0         2         1         6
      Northwest U.S. timber stumpage
           - million board feet                                          1         6        11        19
      Southeast U.S. timber stumpage
          - thousand short green tons                                   22        40        60       116
      New Zealand - thousand cubic meters                              175       209       446       667

SPECIALTY PULP PRODUCTS

   Pulp sales volume (a)
      Chemical cellulose sales - thousand metric tons                   88        93       277       256
      Fluff and specialty paper pulp sales - thousand metric tons       94        79       255       244

   Production as a percentage of capacity                            102.9%    101.4%    100.1%    100.4%


SELECTED SUPPLEMENTAL INFORMATION (millions of U.S. dollars)

   New Zealand - Sales                                               $24.3     $21.5     $63.9     $72.5
                                                                     =====     =====     =====     =====

   New Zealand - Operating Income                                    $ 4.3     $ 1.5     $ 6.7     $ 4.9
                                                                     =====     =====     =====     =====

   (a) Excludes Port Angeles statistics reflected below:
       Chemical cellulose sales - thousand metric tons                   4        21        22        69
       Fluff and specialty paper pulp sales - thousand metric tons       0         6         5        14
</TABLE>


                                       7
<PAGE>   10
PART II.  OTHER INFORMATION

      ITEM 1.  LEGAL PROCEEDINGS

            Rayonier is one of two defendants in an action instituted on April
      10, 1997 in the U.S. District Court for the Southern District of Georgia.
      The action seeks contribution and indemnity in the amount $57 million for
      damages incurred by Powell Duffryn, Inc. as the result of a fire and
      explosion that occurred in April 1995 at its marine terminal and storage
      facility in Savannah, Georgia. Crude sulfate turpentine produced by
      Rayonier and others was stored at the facility at the time of the
      explosion. Powell Duffryn and its insurers have sued to recover sums
      already paid to third party claimants, expenses incurred to remediate
      Powell Duffryn's property and adjoining lands, and an unstated amount for
      damages and loss to Powell Duffryn's property. Rayonier is vigorously
      defending the action and, based on advice of counsel, believes that its
      liability, if any, will not be material and will be covered by its product
      liability insurance. Accordingly, Rayonier does not expect the ultimate
      outcome of this litigation to have any material impact on its consolidated
      financial position or results of operations.

            Rayonier's Form 10-K for 1996 reported an action in the U.S.
      District Court for the Western District of Louisiana brought by the U.S.
      Environmental Protection Agency against Marine Shale Processors, Inc.
      ("MSP") in which Rayonier's wholly-owned subsidiary, Southern Wood
      Piedmont Company ("SWP"), was an intervenor. This action was settled in
      August 1997 on terms requiring no payment by SWP and limiting SWP's
      potential liability for material it sent to MSP.


      ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) See Exhibit Index.

         (b) Rayonier Inc. did not file a report on Form 8-K during the quarter
      covered by this report.


                                    SIGNATURE


      Pursuant to the requirements of Section 13 of the Securities Exchange Act
      of l934, the registrant has duly caused this report to be signed on its
      behalf by the undersigned thereunto duly authorized.


                                     RAYONIER INC.  (Registrant)
                                     ---------------------------

                                     BY  KENNETH P. JANETTE
                                         ------------------
                                         Kenneth P. Janette
                                         Vice President and Corporate Controller
      November 12, 1997                  (Chief Accounting Officer)


                                       8
<PAGE>   11
                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
   EXHIBIT NO.                      DESCRIPTION                                 LOCATION
   -----------                      -----------                                 --------
   <S>               <C>                                                        <C>
      2              Plan of acquisition, reorganization,                       None
                     arrangement, liquidation or succession

      3.1            Amended and restated articles of incorporation             No amendments

      3.2            By-laws                                                    No amendments


      4              Instruments defining the rights of security holders,       Not required to be filed.  The
                     including indentures                                       Registrant hereby agrees to file
                                                                                with the Commission a copy of
                                                                                any instrument defining the rights
                                                                                of holders of the Registrant's
                                                                                long-term debt upon request of
                                                                                the Commission.


      10             Other material contracts                                   None


      11             Statement re computation of per share earnings             Not required to be filed

      12             Statement re computation of ratios                         Filed herewith

      15             Letter re unaudited interim financial information          None

      18             Letter re change in accounting principles                  None

      19             Report furnished to security holders                       None

      22             Published report regarding matters                         None
                     submitted to vote of security holders

      23             Consents of experts and counsel                            None

      24             Power of attorney                                          None

      27             Financial data schedule                                    Filed herewith

      99             Additional exhibits                                        None
</TABLE>


                                       9

<PAGE>   1

                                                                      EXHIBIT 12





                         RAYONIER INC. AND SUBSIDIARIES

                       RATIO OF EARNINGS TO FIXED CHARGES

                                   (UNAUDITED)
                             (THOUSANDS OF DOLLARS)



<TABLE>
<CAPTION>
                                                   Nine Months
                                               Ended September 30,
                                              --------------------
                                                1997        1996
                                              --------    --------
<S>                                           <C>         <C>
Earnings:
Net Income                                    $ 61,398    $ 62,449
Add:
  Income Taxes                                  25,129      24,900
  Minority Interest                             19,359      21,315
  Amortization of Capitalized Interest             806       1,473
                                              --------    --------
                                               106,692     110,137

Adjustments to Earnings for Fixed Charges:
  Interest and Other Financial Charges          17,987      20,677
  Interest Factor Attributable to Rentals        1,640       1,083
                                              --------    --------
                                                19,627      21,760
                                              --------    --------
EARNINGS AS ADJUSTED                          $126,319    $131,897
                                              ========    ========

Fixed Charges:
  Fixed Charges above                         $ 19,627    $ 21,760
  Capitalized Interest                           4,849       1,994
                                              --------    --------
TOTAL FIXED CHARGES                           $ 24,476    $ 23,754
                                              ========    ========


RATIO OF EARNINGS AS ADJUSTED TO
  TOTAL FIXED CHARGES                             5.16        5.55
                                              ========    ========
</TABLE>

<TABLE> <S> <C>


<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                          10,836
<SECURITIES>                                         0
<RECEIVABLES>                                  109,073
<ALLOWANCES>                                     4,947
<INVENTORY>                                    141,251
<CURRENT-ASSETS>                               311,868
<PP&E>                                       1,267,754
<DEPRECIATION>                                 557,229
<TOTAL-ASSETS>                               1,587,879
<CURRENT-LIABILITIES>                          199,232
<BONDS>                                        433,208
                          112,564
                                          0
<COMMON>                                             0
<OTHER-SE>                                     513,146
<TOTAL-LIABILITY-AND-EQUITY>                 1,587,879
<SALES>                                        817,064
<TOTAL-REVENUES>                               817,064
<CGS>                                          666,867
<TOTAL-COSTS>                                  666,867
<OTHER-EXPENSES>                                45,683
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              17,987
<INCOME-PRETAX>                                 86,527
<INCOME-TAX>                                    25,129
<INCOME-CONTINUING>                             61,398
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    61,398
<EPS-PRIMARY>                                     2.08
<EPS-DILUTED>                                     2.08
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission