<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, 1997
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, 1997 AND 1996
<PAGE> 3
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
INDEX TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
<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, 1997 2
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1996 3
Statement of Changes in Net Assets Available for Benefits
with Fund Information for the Year Ended December 31, 1997 4
Notes to Financial Statements 5-9
Schedule I
Item 27(a) Schedule of Assets Held for Investment Purposes as
of December 31, 1997 10
Schedule II
Item 27(d) Schedule of Reportable Transactions for the Year
Ended December 31, 1997 11-12
Consent of Independent Public Accountants 13
Signatures 14
i
</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
with fund information of the Rayonier Investment and Savings Plan for Salaried
Employees as of December 31, 1997 and 1996, and the related statement of changes
in net assets available for benefits with fund information for the year ended
December 31, 1997. 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, 1997 and 1996, and the changes in net
assets available for benefits with fund information for the year ended December
31, 1997 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 29, 1998
1
<PAGE> 5
<TABLE>
<CAPTION>
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1997
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Receivables:
Accrued income $ 725 $ 97 $ 80,511 $ 30 $ -- $ 81,363
Employer contributions 58,000 -- 1,000 -- -- 59,000
Member contributions 28,895 103,294 27,803 18,392 -- 178,384
----------- ----------- ----------- ----------- ----------- -----------
Total receivables 87,620 103,391 109,314 18,422 -- 318,747
Investments, at fair value (Note 2):
Banker's Trust Pyramid Discretionary Cash Fund 336,244 26,715 -- 4,966 22,477 390,402
Banker's Trust Pyramid Equity Index Fund -- 20,107,475 -- -- -- 20,107,475
Banker's Trust Pyramid Open End GIC Fund -- -- 15,728,099 -- -- 15,728,099
Prudential Jennison Balanced Account -- -- -- 5,997,494 -- 5,997,494
Rayonier Inc. Common Shares 36,147,607 -- -- -- -- 36,147,607
Member loans receivable -- -- -- -- 1,546,553 1,546,553
----------- ----------- ----------- ----------- ----------- -----------
Total investments 36,483,851 20,134,190 15,728,099 6,002,460 1,569,030 79,917,630
----------- ----------- ----------- ----------- ----------- -----------
Total assets 36,571,471 20,237,581 15,837,413 6,020,882 1,569,030 80,236,377
LIABILITIES
Accounts payable 16,315 34,864 6,632 2,501 22,477 82,789
----------- ----------- ----------- ----------- ----------- -----------
Total liabilities 16,315 34,864 6,632 2,501 22,477 82,789
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $36,555,156 $20,202,717 $15,830,781 $ 6,018,381 $ 1,546,553 $80,153,588
=========== =========== =========== =========== =========== ===========
The accompanying notes to the financial statements are an integral part of this statement.
2
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
AS OF DECEMBER 31, 1996
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Receivables:
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
=========== =========== =========== =========== =========== ===========
The accompanying notes to the financial statements are an integral part of this statement.
3
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
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, 1997
LOAN
FUND A FUND B FUND C FUND D FUND TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to net assets attributed to:
Investment Income:
Net appreciation in fair value of
investments $ 3,668,157 $ 5,284,975 $ -- $ 908,531 $ -- $ 9,861,663
Dividends 1,044,546 -- -- -- -- 1,044,546
Interest 9,668 1,269 1,022,950 687 101,954 1,136,528
------------ ------------ ------------ ------------ ------------ ------------
4,722,371 5,286,244 1,022,950 909,218 101,954 12,042,737
Contributions:
Employer's 1,499,673 -- 21,038 -- -- 1,520,711
Members' 993,125 1,657,476 817,307 457,752 -- 3,925,660
------------ ------------ ------------ ------------ ------------ ------------
2,492,798 1,657,476 838,345 457,752 -- 5,446,371
------------ ------------ ------------ ------------ ------------ ------------
Total additions 7,215,169 6,943,720 1,861,295 1,366,970 101,954 17,489,108
------------ ------------ ------------ ------------ ------------ ------------
DEDUCTIONS
Deductions from net assets attributed to:
Distributions to members 5,249,574 3,378,614 4,489,725 590,401 -- 13,708,314
Administrative expenses 99,406 49,078 46,658 14,865 -- 210,007
------------ ------------ ------------ ------------ ------------ ------------
Total deductions 5,348,980 3,427,692 4,536,383 605,266 -- 13,918,321
------------ ------------ ------------ ------------ ------------ ------------
Net increase (decrease) prior to interfund
transfers 1,866,189 3,516,028 (2,675,088) 761,704 101,954 3,570,787
Interfund transfers (995,282) 573,980 (75,135) 631,971 (135,534) --
------------ ------------ ------------ ------------ ------------ ------------
Net increase / (decrease) 870,907 4,090,008 (2,750,223) 1,393,675 (33,580) 3,570,787
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of period 35,684,249 16,112,709 18,581,004 4,624,706 1,580,133 76,582,801
------------ ------------ ------------ ------------ ------------ ------------
End of period $ 36,555,156 $ 20,202,717 $ 15,830,781 $ 6,018,381 $ 1,546,553 $ 80,153,588
============ ============ ============ ============ ============ ============
The accompanying notes to the financial statements are an integral part of this statement.
4
</TABLE>
<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 eligible 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 one-half of one percent of each Member's Salary to the
Members Retirement Account. The Company makes a matching contribution of 60
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 during 1997 and 1996.
(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 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 managed by Prudential Investments. Effective January
2, 1998, the fund balance was transferred to the Banker's Trust Pyramid
Balanced Fund.
Upon enrollment in the Plan, a member may direct 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.
(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 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
6
<PAGE> 10
NOTES TO FINANCIAL STATEMENTS -- (Continued)
11.5 percent to 7.0 percent at both December 31, 1997 and 1996.
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 1997, employer contributions were reduced by $66,303 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 reporting 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. Investment in Rayonier
Inc. Common Shares is based upon the quoted market price. 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, 1997 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 are filed directly with the
Department of Labor under the EIN # 13-6043638. The statement of net assets as
of December 31, 1997 for the Prudential Jennison Balanced Account are filed as
an attachment to the Plan's December 31, 1997 Form 5500.
Purchases and sales of securities are recorded on a trade-date basis.
The cost of securities sold is determined on the 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 $60,766 in
1997. 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
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,
1997 1996
------------------ ------------------
<S> <C> <C>
Net assets available for plan benefits per the
financial statements $ 80,153,588 $ 76,582,801
Amounts allocated to withdrawing members (58,968) (1,515,452)
------------------ ------------------
Net assets available for plan benefits per Form 5500 $ 80,094,620 $ 75,067,349
================== ==================
</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,
1997
----------------
<S> <C>
Benefits paid to members per the financial statements 13,708,314
Add: Amounts allocated to withdrawing
members - current year 58,968
Less: Amounts allocated to withdrawing
members - prior year (1,515,452)
----------------
Benefits paid to members per Form 5500 12,251,830
================
</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
<TABLE>
<CAPTION>
SCHEDULE I
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
(a) (b) (c) (d) (e)
Current
Units / Shares Description Cost Value
-------------- ------------------------------------------------------ ----------------- ---------------
<S> <C> <C> <C> <C>
* 390,402 Banker's Trust Pyramid Discretionary Cash Fund $ 390,402 $ 390,402
* 8,860 Banker's Trust Pyramid Equity Index Fund 11,851,746 20,107,475
* 15,728,099 Banker's Trust Pyramid Open End GIC Fund 15,728,099 15,728,099
2,129,216 Prudential Jennison Balanced Account 4,573,330 5,997,494
* 849,273 Rayonier Inc. Common Shares 29,990,593 36,147,607
** 1,546,553 Member loans receivable - 1,546,553
-------------- ---------------
$62,534,170 $79,917,630
============== ===============
* Denotes Party-In-Interest
** The loans bear fixed interest rates that range from 7.0 percent to 11.5 percent.
10
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
SCHEDULE II
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
(a) (b) (c) (d)
Identity of Purchase Selling
Party Description of Transaction Price Price
- ---------------------- ----------------------------------------------- ----------- -----------
<S> <C> <C> <C>
Series of Transactions
- ----------------------
Banker's Trust Purchase of 11,236,595 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $11,236,595 $ --
=========== ===========
Banker's Trust Sale of 11,403,445 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $ -- $11,403,445
=========== ===========
Banker's Trust Purchase of 1,004 shares of the Banker's Trust
Company Pyramid Equity Index Fund $ 1,963,115 $ --
=========== ===========
Banker's Trust Sale of 1,586 shares of the Banker's Trust Pyramid
Company Equity Index Fund $ -- $ 3,189,830
=========== ===========
Banker's Trust Purchase of 2,834,757 shares of the Banker's
Company Trust Pyramid Open End GIC Fund $ 2,834,757 $ --
=========== ===========
Banker's Trust Sale of 5,547,213 shares of the Banker's Trust
Company Pyramid Open End GIC Fund $ -- $ 5,547,213
=========== ===========
Banker's Trust Purchase of 466,066 shares of the Prudential
Company Jennison Balanced Account $ 1,159,423 $ --
=========== ===========
<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)
- ---------------------- ----------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Series of Transactions
- ----------------------
Banker's Trust Purchase of 11,236,595 shares of the Banker's
Company Trust Pyramid Discretionary Cash Fund $11,236,595 $11,236,595 $ --
=========== =========== ===========
Banker's Trust Sale of 11,403,445 shares of the Banker's Trust
Company Pyramid Discretionary Cash Fund $11,403,445 $11,403,445 $ --
=========== =========== ===========
Banker's Trust Purchase of 1,004 shares of the Banker's Trust
Company Pyramid Equity Index Fund $ 1,963,115 $ 1,963,115 $ --
=========== =========== ===========
Banker's Trust Sale of 1,586 shares of the Banker's Trust Pyramid
Company Equity Index Fund $ 2,076,656 $ 3,189,830 $ 1,113,174
=========== =========== ===========
Banker's Trust Purchase of 2,834,757 shares of the Banker's
Company Trust Pyramid Open End GIC Fund $ 2,834,757 $ 2,834,757 $ --
=========== =========== ===========
Banker's Trust Sale of 5,547,213 shares of the Banker's Trust
Company Pyramid Open End GIC Fund $ 5,547,213 $ 5,547,213 $ --
=========== =========== ===========
Banker's Trust Purchase of 466,066 shares of the Prudential
Company Jennison Balanced Account $ 1,159,423 $ 1,159,423 $ --
=========== =========== ===========
11
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
SCHEDULE II
(Continued)
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
(a) (b) (c) (d)
Identity of Purchase Selling
Party Description of Transaction Price Price
- ---------------------- ------------------------------------------------- ---------- ----------
<S> <C> <C> <C>
Series of Transactions
- ----------------------
Banker's Trust Sale of 259,756 shares of the Prudential Jennison
Company Balanced Account $ -- $ 672,991
========== ==========
Banker's Trust Purchase of 36,669 Rayonier Inc.
Company Common Shares $1,572,529 $ --
========== ==========
Banker's Trust Sale of 99,599 shares of Rayonier Inc.
Company Common Shares $ -- $4,098,869
========== ==========
<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)
- ---------------------- ------------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Series of Transactions
- ----------------------
Banker's Trust Sale of 259,756 shares of the Prudential Jennison
Company Balanced Account $ 552,402 $ 672,991 $ 120,589
========== ========== ==========
Banker's Trust Purchase of 36,669 Rayonier Inc.
Company Common Shares $1,572,529 $1,572,529 $ --
========== ========== ==========
Banker's Trust Sale of 99,599 shares of Rayonier Inc.
Company Common Shares $3,494,290 $4,098,869 $ 604,579
========== ========== ==========
12
</TABLE>
<PAGE> 16
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 29, 1998
13
<PAGE> 17
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 29, 1998 By JOHN P. O'GRADY
---------------- ------------------------------------
John P. O'Grady
Senior Vice President, Administration
14
