<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 15, 1998.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RAYONIER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C>
NORTH CAROLINA 13-2607329
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
1177 SUMMER STREET, STAMFORD, CONNECTICUT 06905-5529
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER: 203-348-7000
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JOHN B. CANNING, ESQ.
CORPORATE SECRETARY AND ASSOCIATE GENERAL COUNSEL
RAYONIER INC.
1177 SUMMER STREET, STAMFORD, CONNECTICUT 06905-5529
(NAME AND ADDRESS OF AGENT FOR SERVICE)
AGENT'S TELEPHONE NUMBER: 203-348-7000
COPIES TO
<TABLE>
<S> <C>
MARTIN L. BUDD, ESQ. JOHN W. WHITE, ESQ.
DAY, BERRY & HOWARD CRAVATH, SWAINE & MOORE
ONE CANTERBURY GREEN 825 EIGHTH AVENUE
STAMFORD, CT 06901-2047 NEW YORK, NY 10019-7415
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM
TITLE OF EACH CLASS AMOUNT BEING PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
OF SECURITIES BEING REGISTERED REGISTERED OFFERING PRICE PER UNIT PRICE REGISTRATION FEE
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Debt Securities................ $100,000,000(1) 100% $100,000,000(2) $29,500
</TABLE>
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(1) If any Debt Securities are issued at original issue discount, such greater
amount as may result in the initial offering prices for Debt Securities
aggregating $100,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The amount of securities eligible to be sold under the prior Registration
Statement is $100,000,000 for which a filing fee of $34,485 was paid.
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Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus included in this Registration Statement
is a combined Prospectus which also relates to Registration Statement No.
33-52855, previously filed by the registrant on Form S-3. This Registration
Statement also constitutes Post-Effective Amendment No. 1 with respect to the
registrant's Registration Statement No. 33-52855, and such Post-Effective
Amendment shall hereafter become effective concurrently with the effectiveness
of this Registration Statement in accordance with Section 8(c) of the Securities
Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
PROSPECTUS
$200,000,000
RAYONIER INC.
DEBT SECURITIES
- ------------------------
Rayonier Inc. ("Rayonier" or the "Company") may offer or issue from time to time
its unsecured debt securities consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities") in an aggregate principal amount of up
to $200,000,000 (or, if Debt Securities are issued at an original issue
discount, such greater amount as shall result in aggregate proceeds of
$200,000,000 to the Company). The Debt Securities may be offered as separate
series in amounts, at prices and on terms to be determined in light of market
conditions at the time of sale and set forth in an accompanying supplement to
this Prospectus (each a "Prospectus Supplement").
The terms of each series of Debt Securities, including, where applicable, the
specific designation, aggregate principal amount, authorized denominations,
maturity, interest rate or rates (which may be fixed or variable) and time or
times of payment of any interest, any terms for optional or mandatory redemption
or payment of additional amounts or any sinking fund provisions, any initial
public offering price, the proceeds to the Company and any other specific terms
in connection with the offering and sale of such series (the "Offered
Securities") will be set forth in a Prospectus Supplement.
The Debt Securities may be sold directly by the Company, through agents
designated from time to time or to or through underwriters or dealers. See "Plan
of Distribution." If agents, dealers or underwriters are involved in the sale of
the Debt Securities, the names of such agents, dealers or underwriters and any
applicable agents' commissions, dealers' purchase price or underwriters'
discounts will be set forth in a Prospectus Supplement. The net proceeds to the
Company from such sale will also be set forth in a Prospectus Supplement.
Each Prospectus Supplement will state whether the Offered Securities will be
listed on any securities exchange. If the Offered Securities are not listed on
any national securities exchange, there can be no assurance that there will be a
secondary market for the Offered Securities.
The Debt Securities may be issued only in registered form, and may be issued in
temporary or definitive global form.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
, 1998
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND A PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE
OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY
UNDERWRITER, AGENT OR DEALER. THIS PROSPECTUS AND A PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS AND/OR A PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York,
New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549, at prescribed rates. The Commission maintains a Web site at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
This Prospectus constitutes part of a Registration Statement on Form S-3
(the "Registration Statement," which term shall include any amendments thereto)
filed by the Company with the Commission under the Securities Act of 1933 (the
"Securities Act"), relating to the securities offered hereby. This Prospectus
omits certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
securities offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete and in each instance
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There is hereby incorporated in this Prospectus by reference the following
documents filed by Rayonier with the Commission under the Exchange Act:
(a) Annual Report on Form 10-K for the year ended December 31, 1997;
and
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
All documents filed by Rayonier pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Debt Securities offered hereby shall be
deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein, or in
the accompanying Prospectus Supplement, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein, or in an
accompanying Prospectus Supplement, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Rayonier will furnish without charge to each person to whom a copy of this
Prospectus is delivered, upon request, a copy of any of the documents
incorporated herein by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents).
Requests should be directed to Corporate Secretary, Rayonier Inc., 1177 Summer
Street, Stamford, Connecticut 06905-5529. Telephone requests may be directed to
(203) 348-7000.
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<PAGE> 5
RAYONIER INC.
Rayonier Inc. (Rayonier or the Company), including its subsidiaries, is a
leading international forest products company primarily engaged in the trading,
merchandising and manufacturing of logs, timber and wood products, and in the
production and sale of high-value-added specialty pulps. Rayonier owns, leases,
manages or controls approximately 1.5 million acres of timberland in the United
States and New Zealand. In addition, the Company operates two pulp mills and
three lumber manufacturing facilities in the United States and, as of October 1,
1997, a medium density fiberboard plant in New Zealand.
Rayonier was founded as Rainier Pulp and Paper Company in Shelton, WA in
1926. In 1937, the Company became "Rayonier Incorporated", a corporation whose
stock was publicly traded on the New York Stock Exchange (NYSE) until Rayonier
became a wholly owned subsidiary of ITT Industries, Inc. (ITT), then known as
ITT Corporation, in 1968. On February 28, 1994, Rayonier again became an
independent company when ITT distributed all of the Common Shares of Rayonier to
ITT stockholders. Rayonier shares are publicly traded on the NYSE under the
symbol RYN.
Rayonier is a North Carolina corporation with its executive offices at 1177
Summer Street, Stamford, CT 06905-5529. Its telephone number is (203) 348-7000.
Rayonier operates in two major business segments, Timber and Wood Products
and Specialty Pulp Products. In 1997, Timber and Wood Products accounted for 50
percent of sales and Specialty Pulp Products accounted for 47 percent of sales.
The remaining 3 percent of sales (classified in Dispositions) were made from
inventory of the Company's Port Angeles, WA, pulp mill, which was closed on
February 28, 1997. With customers in 70 countries, 49 percent of Rayonier's 1997
sales of $1.104 billion were made to customer outside of the United States.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of the Debt
Securities will be used as set forth in the applicable Prospectus Supplement.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the Company's consolidated ratios of
earnings to fixed charges for the periods indicated.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
QUARTER ENDED -----------------------------------------
MARCH 31, 1998 1997 1996 1995 1994 1993
- -------------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
4.18x 5.36x 1.49x 7.55x 5.34x 5.25x
</TABLE>
For the purpose of computing the ratio of earnings to fixed charges,
earnings consist of income (loss) from continuing operations adjusted to
eliminate minority interest in consolidated partnerships, amortization of
capitalized interest, the provision for income taxes and fixed charges. Fixed
charges comprise interest on long-term and short-term debt, amortization of debt
discount and debt expense, and the portion of rentals deemed representative of
the interest factor.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities will be issued under an indenture, dated as of
September 1, 1992, as supplemented and amended, between Rayonier and Bankers
Trust Company, a New York banking corporation, as Trustee (the "Trustee"), a
copy of which indenture is filed as an exhibit to the Registration Statement of
which this Prospectus is a part. The statements under this caption are brief
summaries of certain provisions of the Indenture, do not purport to be complete
and are subject to, and
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are qualified in their entirety by reference to, all of the provisions of the
Indenture, including the definitions therein of certain terms. Whenever
particular sections of the Indenture or terms that are defined in the Indenture
are referred to herein or in a Prospectus Supplement, it is intended that such
sections or defined terms shall be incorporated by reference herein or therein,
as the case may be.
The Debt Securities may be issued by Rayonier from time to time in one or
more series. The particular terms of each series of Offered Securities will be
described in the Prospectus Supplement or Prospectus Supplements relating to
such series.
GENERAL
The Debt Securities offered pursuant to this Prospectus will be limited to
$200,000,000 aggregate principal amount (or, if any Debt Securities are issued
at original issue discount, such greater amount as shall result in proceeds of
$200,000,000 to the Company). Debt Securities may be issued under the Indenture
from time to time in separate series up to the aggregate amount from time to
time authorized by the Company for each series.
The applicable Prospectus Supplement or Prospectus Supplements will
describe the following terms of the Offered Securities: (1) the title of the
Offered Securities; (2) the aggregate principal amount of the Offered
Securities; (3) the date on which the principal of the Offered Securities will
mature; (4) the rate or rates (or, if subject to adjustment, the manner for
determining such rates) at which the Offered Securities shall bear interest, if
any, the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable, and the Regular
Record Date for any interest payable on any Interest Payment Date; (5) the place
or places where, subject to the terms of the Indenture as described below under
"Payment and Paying Agents," the principal of (and premium, if any) and interest
on the Offered Securities will be payable and where, subject to the terms of the
Indenture as described below under "Denominations, Registration and Transfer,"
the Offered Securities may be presented for registration of transfer or exchange
and the place or places where notices and demands to or upon the Company in
respect of the Offered Securities and the Indenture may be made ("Place of
Payment"); (6) any period or periods within or date or dates on which, the price
or prices at which and the terms and conditions upon which Offered Securities
may be redeemed, in whole or in part, at the option of the Company; (7) the
obligation or the right, if any, of the Company to redeem, purchase or repay the
Offered Securities prior to the Stated Maturity pursuant to any sinking fund,
amortization or analogous provisions or at the option of a Holder thereof or of
the Company and the date or dates on which, the period or periods within which,
the price or prices at which and the terms and conditions upon which the Offered
Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant
to such obligation; (8) the denominations in which any Offered Securities shall
be issued if other than $1,000 or any integral multiple thereof; (9) any
addition to, or modification or deletion of, any Event of Default or any
covenant of the Company specified in the Indenture with respect to the Offered
Securities; (10) if other than the principal amount thereof, the portion of the
principal amount of the Offered Securities which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to the Indenture;
(11) any index or indices used to determine the amount of payments of principal
of and premium, if any, on the Offered Securities and the manner in which such
amounts will be determined; and (12) any other terms of the Offered Securities
not inconsistent with the provisions of the Indenture. (Section 3.01.)
DENOMINATIONS, REGISTRATION AND TRANSFER
Unless otherwise set forth in the Prospectus Supplement for the Offered
Securities, the Debt Securities will be issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. Debt
Securities of any series will be exchangeable for other Debt Securities of the
same issue and series, of any authorized denominations, of a like aggregate
principal amount, of the same Original Issue Date and Stated Maturity and
bearing the same interest rate. (Section 3.05.)
Debt Securities may be presented for exchange as provided above, and may be
presented for registration of transfer (with the form of transfer endorsed
thereon, or a satisfactory written instrument of
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transfer, duly executed), at the office of the Securities Registrar or at the
office of any transfer agent designated by the Company for such purpose with
respect to any series of Debt Securities and referred to in an applicable
Prospectus Supplement, without service charge and upon payment of any taxes and
other governmental charges as described in the Indenture. The Company has
appointed the Trustee as Securities Registrar. (Section 3.05.) If a Prospectus
Supplement refers to any transfer agents (in addition to the Securities
Registrar) initially designated by the Company with respect to any series of
Debt Securities, the Company may at any time rescind the designation of any such
transfer agent or approve a change in the location through which any such
transfer agent acts, provided that the Company maintains a transfer agent in
each Place of Payment for such series. The Company may at any time designate
additional transfer agents with respect to any series of Debt Securities.
(Section 10.02.)
In the event of any redemption, neither the Company nor the Trustee shall
be required to (i) issue, register the transfer of, or exchange Debt Securities
of any series during a period beginning at the opening of business 15 days
before the day of selection for redemption of Debt Securities of that series and
ending at the close of business on the day of mailing of the relevant notice of
redemption or (ii) transfer or exchange any Debt Security so selected for
redemption, except, in the case of any Debt Security being redeemed in part, any
portion thereof not to be redeemed. (Section 3.05.)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more global securities (a "Global Security") that will be
deposited with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Global Securities may be
issued only in fully registered form and in either temporary or permanent form.
Unless and until it is exchanged in whole or in part for the individual Debt
Securities represented thereby, a Global Security may not be transferred except
as a whole by the Depositary for such Global Security to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by the Depositary or any nominee to a successor
Depositary or any nominee of such successor.
The specific terms of the depositary arrangement with respect to a series
of Debt Securities will be described in the Prospectus Supplement relating to
such series. The Company anticipates that the following provisions will
generally apply to depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt Securities
represented by such Global Security to the accounts of persons that have
accounts with such Depositary ("Participants"). Such accounts shall be
designated by the agents, underwriters or dealers with respect to such Debt
Securities or by the Company if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the applicable Depositary or its nominee (with respect to
interests of Participants) and the records of Participants (with respect to
interests of persons who hold through Participants). The laws of some states
require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
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<PAGE> 8
Payments of principal of (and premium, if any) and interest on individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. None of the Company, the Trustee for such Debt Securities, any
Paying Agent, or the Securities Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interest of the Global Security
for such Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for a series of Debt Securities or
its nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent Global Security representing any of such Debt Securities,
immediately will credit Participants' accounts with payments in amounts
proportionate to their respective beneficial interest in the principal amount of
such Global Security for such Debt Securities as shown on the records of such
Depositary or its nominee. The Company also expects that payments by
Participants to owners of beneficial interests in such Global Security held
through such Participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name." Such payments will be
the responsibility of such Participants.
If a Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 days, the Company will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, the Company may at any time and in its
sole discretion, subject to any limitations described in the Prospectus
Supplement relating to such Debt Securities, determine not to have any Debt
Securities of such series represented by one or more Global Securities and, in
such event, will issue individual Debt Securities of such series in exchange for
the Global Security or Securities representing such series of Debt Securities.
Further, if the Company so specifies with respect to the Debt Securities of a
series, an owner of a beneficial interest in a Global Security representing Debt
Securities of such series may, on terms acceptable to the Company, the Trustee
and the Depositary for such Global Security, receive individual Debt Securities
of such series in exchange for such beneficial interests, subject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery of individual Debt Securities of
the series represented by such Global Security equal in principal amount to such
beneficial interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued in
denominations, unless otherwise specified by the Company, of $1,000 and integral
multiples thereof.
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and any interest on Debt Securities will
be made at the office of the Trustee in the City of New York or at the office of
such Paying Agent or Paying Agents as the Company may designate from time to
time in an applicable Prospectus Supplement, except that at the option of the
Company payment of any interest may be made (i) by check mailed to the address
of the Person entitled thereto as such address shall appear in the Securities
Register or (ii) by transfer to an account maintained by the Person entitled
thereto as specified in the Securities Register, provided that proper transfer
instructions have been received by the Trustee or any Paying Agent, as the case
may be, by the Regular Record Date. Unless otherwise indicated in an applicable
Prospectus Supplement, payment of any interest on Debt Securities will be made
to the Person in whose name such Debt Security is registered at the close of
business on the Regular Record Date for such interest, except in the case of
Defaulted Interest. The Company may at any time designate additional Paying
Agents or rescind the designation of any Paying Agent; however, the Company will
at all times be required to maintain a Paying Agent in each Place of Payment for
each series of Debt Securities. (Sections 3.01, 3.07 and 10.02.)
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<PAGE> 9
Any moneys deposited with the Trustee or any Paying Agent, or then held by
the Company in trust, for the payment of the principal of (and premium, if any)
or interest on any Debt Security and remaining unclaimed for two years after
such principal (and premium, if any) or interest has become due and payable
shall, at the request of the Company, be repaid to the Company, and the Holder
of such Debt Security shall thereafter look, as a general unsecured creditor,
only to the Company for payment thereof. (Section 10.03.)
REDEMPTION
Unless otherwise indicated in an applicable Prospectus Supplement, Debt
Securities will not be subject to any sinking fund and will not be redeemable
prior to their Stated Maturity.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company shall not consolidate with or merge into any other corporation
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person, and no Person shall consolidate with or merge into the
Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless (i) in case the Company consolidates with or
merges into another corporation or conveys, transfers or leases its properties
and assets substantially as an entirety to any Person, the successor corporation
is organized under the laws of the United States of America or any state or the
District of Columbia, and such successor corporation expressly assumes the
Company's obligations on the Debt Securities issued under the Indenture; (ii)
immediately after giving effect thereto, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing; and (iii) certain other conditions as
prescribed in the Indenture are met.
The Indenture provides that in the event of any conveyance, transfer or
lease in accordance with the preceding paragraph, the Company shall be
discharged from all obligations and covenants under the Indenture and the Debt
Securities and may be dissolved and liquidated.
The Indenture also provides that if, upon any consolidation or merger of
the Company with or into any other corporation, or upon any conveyance, transfer
or lease of its properties and assets substantially as an entirety to any
Person, any of the property or assets of the Company or of any Restricted
Subsidiary would thereupon become subject to any mortgage, lien or pledge, the
Company, prior to or simultaneously with such consolidation, merger, conveyance,
transfer or lease will secure the Debt Securities equally and ratably with any
other obligations of the Company or any Restricted Subsidiary then entitled
thereto, by a direct lien on all such property and assets prior to all liens
other than any theretofore existing thereon.
COVENANTS
The Indenture contains covenants including, among others, the following:
Limitations on Liens
The Indenture provides that the Company will not, nor will it permit any
Restricted Subsidiary to, issue, assume or guarantee any indebtedness for money
borrowed if such indebtedness is secured by a Lien upon any Principal Property
of the Company or any Restricted Subsidiary or on any shares of stock of any
Restricted Subsidiary (whether such Principal Property or shares of stock are
now owned or hereafter acquired) without in any such case effectively providing
that the Debt Securities of any series Outstanding which are entitled to the
benefits of such provision of the Indenture (together with, if the Company shall
so determine, any other Indebtedness of or guaranteed by the Company or such
Restricted Subsidiary entitled thereto, subject to applicable priority of
payment) shall be secured equally and ratably with or prior to such
Indebtedness, except that the foregoing restriction shall not apply to
8
<PAGE> 10
(i) Liens on property or shares of stock of any corporation existing
at the time such corporation becomes a Restricted Subsidiary;
(ii) Liens on property existing at the time of acquisition thereof, or
Liens on property which secure the payment of the purchase price of such
property, or Liens on property which secure indebtedness incurred or
guaranteed for the purpose of financing the purchase price of such property
or the construction of such property (including improvements to existing
property), which indebtedness is incurred or guaranteed within 180 days
after the latest of such acquisition or completion of such construction or
commencement of operation of such property; provided that such Lien shall
not extend to or cover any property of the Company or any Restricted
Subsidiary other than such property hereafter acquired or previously
unimproved property theretofore owned and the principal amount of Funded
Debt secured by such Lien shall not exceed (a) in the case of any
timberlands or pollution control facility, 100% of the lesser of (i) the
cost of such acquisition, construction or improvement of such property to
the Company or such Restricted Subsidiary or (ii) the fair value of such
acquisition, construction or improvement of such property at the time of
such acquisition, construction or improvement, and (b) in the case of any
other type of property, 75% of the lesser of (i) the cost of such
acquisition, construction or improvement of such property to the Company or
such Restricted Subsidiary or (ii) the fair value of such acquisition,
construction or improvement of such property at the time of such
acquisition, construction or improvement;
(iii) Liens securing indebtedness owing by any Restricted Subsidiary
to the Company or a wholly owned Restricted Subsidiary;
(iv) Liens on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or a Restricted
Subsidiary or at the time of a purchase, lease or other acquisition of the
properties of a corporation or other Person as an entirety or substantially
as an entirety by the Company or a Restricted Subsidiary;
(v) Liens on property of the Company or a Restricted Subsidiary in
favor of the United States of America or any State thereof or any agency,
instrumentality or political subdivision thereof, or in favor of any other
country, or any political subdivision thereof, to secure any indebtedness
incurred or guaranteed for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
Liens within 180 days after the latest of the acquisition, completion of
construction or commencement of operation of such property; and
(vi) any extension renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Lien referred to in
the foregoing clauses (i) to (v), inclusive, provided however, that the
principal amount of such indebtedness secured thereby shall not exceed the
principal amount of such indebtedness so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured
the Lien so extended, renewed or replaced (plus improvements and
construction on such property).
Notwithstanding the above, the Company and one or more Restricted
Subsidiaries may, without securing the Debt Securities, issue, assume or
guarantee secured indebtedness which would otherwise be subject to the foregoing
restrictions, provided that after giving effect thereto the aggregate amount of
such indebtedness issued pursuant to such exception at such time and the
aggregate Value of Sale and Lease-Back Transactions (other than those in
connection with which the Company has voluntarily retired Funded Debt in
compliance with the provisions described below under "Limitation on Sale and
Lease-Back Transactions") does not at any one time exceed 10% of Consolidated
Net Tangible Assets. In computing the aggregate amount of indebtedness
outstanding for purposes of the foregoing sentence, there shall not be included
in the calculation any indebtedness issued, assumed or guaranteed pursuant to
clauses (i) through (vi) above. (Section 10.08.)
9
<PAGE> 11
Limitation on Sale and Lease-Back Transactions
The Indenture provides that the Company shall not and, shall not permit any
Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with
respect to any Principal Property with any person (other than the Company or a
Restricted Subsidiary) unless either (a) the Company or such Restricted
Subsidiary would be entitled, pursuant to the provisions set forth above under
"Limitation on Liens," to incur Funded Debt in a principal amount equal to or
exceeding the Value of such Sale and Lease-Back Transaction secured by a Lien on
the Principal Property to be leased without equally and ratably securing the
Debt Securities, or (b) the Company, during the four-month period after the
effective date of such transaction, applies to the voluntary retirement of its
Funded Debt an amount equal to the greater of: (1) the net proceeds of the sale
of the Principal Property leased in such transaction or (2) the fair market
value in the good faith opinion of the Board of Directors of the Company of the
Principal Property at the time such transaction was entered into. (Section
10.09.)
Certain Definitions
"Consolidated Net Tangible Assets" means the total amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (i) all current liabilities (excluding any thereof which are by their
terms extendible or renewable at the option of the obligor thereon to a time
more than 12 months after the time as of which the amount thereof is being
computed) and (ii) all segregated goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all as set
forth on the most recent balance sheet of the Company and its consolidated
Subsidiaries and prepared in accordance with generally accepted accounting
principles.
"Funded Debt" means all indebtedness for borrowed money having a maturity
of more than 12 months from the date as of which the amount thereof is to be
determined or having a maturity of less than 12 months but by its terms being
renewable or extendible beyond 12 months from such date at the option of the
borrower.
"Lien" means any mortgage, pledge, lien, encumbrance or security interest
of any kind.
"Principal Property" means all timberlands, land, buildings, machinery and
equipment, and leasehold interests and improvements in respect of the foregoing,
which would be reflected on a consolidated balance sheet of the Company and its
Subsidiaries prepared in accordance with generally accepted accounting
principles, excluding all such tangible property located outside the United
States, Canada and New Zealand (including their respective territories and
possessions) and excluding any such property which, in the opinion of the Board
of Directors set forth in a Board Resolution, is not material to the Company and
its Subsidiaries taken as a whole.
"Restricted Subsidiary" is defined as any Subsidiary (a) substantially all
of the property of which is located in the United States, Canada or New Zealand
(including their respective territories and possessions) and which owns a
Principal Property; provided, however, that no Subsidiary shall be a Restricted
Subsidiary if pursuant to this clause (a) (i) the total assets of such
Subsidiary are less than 10% of the total assets of the Company and its
consolidated Subsidiaries (including such Subsidiary) in each case as set forth
on the most recent fiscal year-end balance sheets of such Subsidiary and the
Company and its consolidated Subsidiaries, respectively, and computed in
accordance with generally accepted accounting principles, or (ii) in the
judgment of the Board of Directors, as evidenced by a Board Resolution, the
Company determines that such Subsidiary is not material to the financial
condition of the Company and its Subsidiaries taken as a whole or (b) that is
designated as a Restricted Subsidiary by the Board of Directors, as evidenced by
a Board Resolution. As of the date of this Prospectus the subsidiaries of
Rayonier which meet the definition of Restricted Subsidiaries are Rayonier
Timberlands, L.P., Rayonier Timberlands Operating Company, L.P. and Rayonier New
Zealand Limited.
"Sale and Lease-Back Transaction" means any arrangement with any bank,
insurance company or other lender or investor, or to which any such lender or
investor is a party, providing for the leasing by the Company or a Restricted
Subsidiary for a period, including renewals, in excess of three years of any
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<PAGE> 12
Principal Property of the Company or a Restricted Subsidiary which has been or
is to be sold or transferred by the Company or a Restricted Subsidiary to such
lender or investor or to any person to which funds have been or are to be
advanced by such lender or investor on the security of such Principal Property.
"Subsidiary" means (i) any corporation of which at the time of
determination the Company and/or one or more Subsidiaries owns or controls
directly or indirectly more than 50% of the outstanding shares of voting stock
or (ii) any other Person (other than a corporation) in which the Company or one
or more Subsidiaries directly or indirectly owns or controls more than 50% of
the voting interests therein or otherwise has the power to direct the policies,
management and affairs thereof.
"Value" means, with respect to a Sale and Lease-Back Transaction, as of any
particular time, the amount equal to the greater of (i) the net proceeds of the
sale or transfer of the Principal Property leased pursuant to such Sale and
Lease-Back Transaction and (ii) the fair market value, in the good faith opinion
of the Board of Directors, of such Principal Property at the time of entering
into such Sale and Lease-Back Transaction, in either case divided first by the
number of full years of the term of the lease and then multiplied by the number
of full years of such term remaining at the time of determination, without
regard to any renewal or extension options contained in the lease.
MODIFICATION AND WAIVER
Modification and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the holders of a majority in aggregate principal
amount of the Outstanding Debt Securities of each series affected thereby;
provided, however, that no such modification or amendment may, without the
consent of the Holder of each Outstanding Debt Security affected thereby, (i)
change the Stated Maturity of the principal of, or any installment of interest
on, any Outstanding Debt Security; (ii) reduce the principal amount of, or the
rate of interest on or any premium payable upon the redemption of, or the amount
of principal of an Original Issue Discount Security that would be due and
payable upon a declaration of acceleration of the Maturity of, any Outstanding
Debt Security; (iii) change the Place of Payment, or the coin or currency in
which any Outstanding Debt Security or the interest thereon is payable; (iv)
impair the right to institute suit for the enforcement of any payment on or with
respect to any Outstanding Debt Security after the Stated Maturity; or (v)
change the provisions of the Indenture relating to amendments of the Indenture
requiring the consent of the affected Holders for waiver of compliance with
certain provisions of the Indenture or waiver of past defaults. (Section 9.02.)
The Holders of a majority in principal amount of the Outstanding Debt
Securities of each series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as the series is concerned, compliance by the Company
with certain restrictive covenants of the Indenture. (Section 10.10.) The
Holders of not less than a majority in principal amount of the Outstanding Debt
Securities of any series may on behalf of the Holders of that series waive any
past default under the Indenture with respect to that series of Debt Securities,
except a default in the payment of the principal of (or premium, if any), or any
interest on, or payment into any sinking fund on, any Debt Security of that
series or in respect of a provision which under the Indenture cannot be modified
or amended without the consent of the Holder of each Outstanding Debt Security
of that series affected. (Section 5.13.)
EVENTS OF DEFAULT
The Indenture provides that the following shall constitute Events of
Default with respect to any series of Debt Securities: (i) default for 30 days
in the payment of any interest when due; (ii) default in the payment of
principal (or premium, if any) at Maturity; (iii) default in the payment of any
sinking fund or analogous payments; (iv) default in the performance of any other
covenant in the Indenture for 60 days after written notice thereof; (v) certain
events in bankruptcy, insolvency or reorganization; (vi) acceleration of
indebtedness for borrowed money in excess of $10,000,000, which acceleration
shall not have been rescinded or annulled within 30 days after notice; or (vii)
any other Event of Default provided in the applicable Board Resolution or
supplemental indenture under which such series of Debt
11
<PAGE> 13
Securities is issued. (Section 5.01.) The Company is required to furnish the
Trustee annually with a statement as to the fulfillment by the Company of its
obligations under the Indenture. (Section 10.06.) The Indenture provides that
the Trustee may withhold notice to the Holders of the Debt Securities of any
default (except in respect of the payment of principal or interest on the Debt
Securities) if it considers it in the interest of the Holders to do so. (Section
6.02.)
If an Event of Default with respect to Outstanding Debt Securities of any
series occurs and is continuing, then and in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Debt
Securities of that series may declare the principal amount (or, if the Debt
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Debt Securities of that series to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such principal shall become immediately due and
payable. However, at any time after a declaration or acceleration with respect
to Debt Securities of any series has been made, but before a judgment or decree
for payment of the money due has been obtained, the Holders of a majority in
principal amount of Outstanding Debt Securities of that series may, subject to
certain conditions, rescind and annul such declaration. (Section 5.02.)
Subject to the provisions of the Indenture relating to the duties of the
Trustee, in case an Event of Default shall occur and be continuing the Trustee
shall be under no obligation to exercise any of its rights or powers under the
Indenture at the request, order or direction of any of the Holders, unless such
Holders shall have offered to the Trustee reasonable security or indemnity.
(Section 6.03.) Subject to such provisions for the security or indemnification
of the Trustee, the Holders of a majority in principal amount of the Outstanding
Debt Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee with respect to the
Debt Securities of that series. (Section 5.12.)
No Holder of any Debt Security of any series will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default with respect to Debt Securities
of that series and unless the Holders of at least 25% in principal amount of the
Outstanding Debt Securities of that series shall have made written request, and
offered reasonable indemnity, to the Trustee to institute such proceeding as
trustee, and, within 60 days following the receipt of such notice, the Trustee
shall not have received from the Holders of a majority in principal amount of
the Outstanding Debt Securities of that series a direction inconsistent with
such request, and the Trustee shall have failed to institute such proceeding.
(Section 5.07.) However, the Holder of any Debt Security will have an absolute
right to receive payment of the principal of (and premium, if any) and interest
on such Debt Security on or after the due dates expressed in such Debt Security
and to institute a suit for the enforcement of any such payment. (Section 5.08.)
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS
The Company, at its option, either (a) will be discharged from any and all
obligations with respect to any series of Debt Securities (except for certain
obligations to register the transfer or exchange of Debt Securities, replace
stolen, lost or mutilated Debt Securities, maintain paying agencies and hold
moneys for payment in trust) or (b) will cease to be under any obligation to
comply with certain restrictive covenants of the Indenture with respect to any
Debt Securities, upon the deposit with the Trustee, in trust, of money or U.S.
government securities or securities of U.S. government agencies backed by the
full faith and credit of the U.S. government, or a combination thereof, which
through the payment of interest thereon and principal thereof in accordance with
their terms will provide money in an amount sufficient to pay all the principal
and interest on such series of Debt Securities on the dates such payments are
due in accordance with the terms of the Debt Securities. To exercise any such
option, no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to such series of Debt Securities shall
have occurred and be continuing. The Company is required to deliver to the
Trustee an opinion of counsel (i) to the effect that the deposit and related
defeasance
12
<PAGE> 14
would not cause the holders of the Debt Securities to recognize income, gain or
loss for Federal income tax purposes and, in the case of a discharge pursuant to
clause (a), accompanied by a ruling to such effect from the United States
Internal Revenue Service and (ii) with respect to certain other matters.
(Sections 4.01 and 4.03.)
CHANGES IN CONTROL AND HIGHLY LEVERAGED TRANSACTIONS
The Indenture does not contain provisions requiring redemption of the Debt
Securities by the Company, or adjustment to any terms of the Debt Securities,
upon any change in control of the Company.
Other than restrictions on Liens and Sale and Lease-Back Transactions
described under "Covenants" above, the Indenture does not contain any covenants
or other provisions designed to afford holders of the Debt Securities protection
in the event of a highly leveraged transaction involving the Company.
CONCERNING THE TRUSTEE
Bankers Trust Company, a New York banking corporation, will act as trustee
for the Debt Securities, and acts as depositary for funds of, makes loans to,
and performs other services for, the Company and its subsidiaries in the normal
course of business.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through underwriters or
dealers; (ii) directly to one or more purchasers; or (iii) through agents. The
Prospectus Supplement with respect to the Debt Securities being offered thereby
sets forth the terms of the offering of such Debt Securities, including the name
or names of any underwriters, the purchase price of such Debt Securities and the
proceeds to the Company from such sale, any underwriting discounts and other
items constituting underwriters' compensation, any initial public offering
price, any discounts or concessions allowed or reallowed or paid to dealers and
any securities exchange on which such Debt Securities may be listed. Only
underwriters so named in the Prospectus Supplement are deemed to be underwriters
in connection with the Debt Securities offered thereby.
If underwriters are used in the sale, the Debt Securities will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase such Debt Securities will be subject
to certain conditions precedent, and the underwriters will be obligated to
purchase all the Debt Securities of the series offered by the Company's
Prospectus Supplement if any of such Debt Securities are purchased. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.
Debt Securities may also be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Debt Securities will be named, and any commissions payable by
the Company to such agent will be set forth, in the Prospectus Supplement.
Unless otherwise indicated in the Prospectus Supplement, any such agent is
acting on a best efforts basis for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain institutional
investors to purchase Debt Securities providing for payment and delivery on a
future date specified in the Prospectus Supplement. There may be limitations on
the minimum amount which may be purchased by any such institutional investor or
on the portion of the aggregate principal amount of the particular Debt
Securities which may be sold pursuant to such arrangements. Institutional
investors to which such offers may be made, when authorized, include commercial
and savings banks, insurance companies, pension funds, investment companies,
education and charitable institutions and such other institutions as may be
approved by the Company. The obligations of any such purchasers pursuant to such
delayed delivery and payment arrangements will not be subject to any conditions
except (i) the purchase by an institution of the particular Debt Securities
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<PAGE> 15
shall not at any time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject and (ii)
if the particular Debt Securities are being sold to underwriters, the Company
shall have sold to such underwriters the total principal amount of such Debt
Securities less the principal amount thereof covered by such arrangements. The
agents, underwriters or dealers soliciting such offers will not have any
responsibility with respect to the validity of such arrangements or the
performance of the Company or such institutional investors thereunder.
Underwriters, dealers and agents that participate in the distribution of
the Debt Securities may be deemed to be underwriters, and any discounts or
commissions received by them from the Company and any profit on the resale of
Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Act. Under agreements which may be entered into by the
Company, underwriters, dealers and agents who participate in the distribution of
Debt Securities may be entitled to indemnification by the Company against
certain civil liabilities, including liabilities under the Act, or to
contribution with respect to payments which the underwriters, dealers or agents
may be required to make with respect thereto. Underwriters, dealers and agents
may engage in transactions with, or perform services for, the Company or its
subsidiaries in the ordinary course of their respective businesses.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sales, at prices related to such prevailing market prices or at
negotiated prices.
LEGAL MATTERS
Unless otherwise indicated in the Prospectus Supplement, the validity of
the Offered Securities will be passed upon for the Company by John B. Canning,
Esq., Corporate Secretary and Associate General Counsel of the Company, and for
the underwriters or agents, as the case may be, by Cravath, Swaine & Moore, 825
Eighth Avenue, New York, New York 10019.
EXPERTS
The audited financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement, to the extent and
for the periods indicated in their report, have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.
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<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses payable by Rayonier in connection with the offering
herein described are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 29,500
Printing registration statement, prospectus and other
documents................................................. 10,000
Trustee's fees and expenses................................. 7,500
Legal fees.................................................. 35,000
Accountants' fees........................................... 6,000
Rating agencies' fees....................................... 97,500
Miscellaneous............................................... 14,500
--------
Total.................................................. $200,000
========
</TABLE>
All amounts are estimates except for the registration fee payable to the
Securities and Exchange Commission.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The North Carolina Business Corporation Act provides that the registrant
may indemnify officers and directors who are parties in actual or threatened
lawsuits and other proceedings against reasonable expenses, judgments,
penalties, fines and amounts paid in settlement. North Carolina law further
provides that a corporation may purchase insurance, providing for the
indemnification of officers and directors whether or not the corporation would
have the power to indemnify them against such liability under the provisions of
the North Carolina law.
Reference is made to Article VI of the Amended and Restated Articles of
Incorporation of the Company filed as an exhibit to Rayonier's Registration
Statement on Form S-8 filed on February 28, 1994 (Registration No. 33-52437).
The Company has in effect insurance policies indemnifying the directors and
officers of Rayonier and its subsidiaries, against civil liabilities of such
directors and officers.
Reference is made to the form of indemnification agreement between Rayonier
and each of its directors and officers, filed as an exhibit to Rayonier's Form
10-K for the year ended December 31, 1993.
Any underwriters, dealers or agents who execute any of the Underwriting
Agreements referred to in Exhibit 1 to this Registration Statement will agree to
indemnify Rayonier's directors and its officers who signed the Registration
Statement against certain liabilities which might arise under the Act from
information furnished to Rayonier by or on behalf of any such indemnifying
party.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------- ----------------------------
<C> <S> <C>
1.1 Form of Underwriting Agreement Incorporated by reference to
Exhibit 1.1 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
1.2 Form of Distribution Agreement Incorporated by reference to
Exhibit 1.2 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
4.1 Indenture dated as of September 1, 1992 between the Incorporated by reference
Company and Bankers Trust Company, as Trustee, with to Exhibit 4.1 to the
respect to certain debt securities of the Company. Company's Annual Report on
Form 10-K for its fiscal
year ended December 31, 1993
(the "1993 10-K")
4.2 First Supplemental Indenture, dated as of December Incorporated by reference to
13, 1993 Exhibit 4.2 to the Company's
1993 10-K
4.4 Specimen Form of Debenture Incorporated by reference to
Exhibit 4.4 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
4.5 Specimen Form of Series C Medium-Term Fixed Rate Note Incorporated by reference to
Exhibit 4.5 to the Company's
Registration Statement on
Form S-3 (No. 33-52855),
except that all references
to "Series B" shall be read
as references to "Series C"
4.6 Specimen Form of Series C Medium-Term Floating Rate Incorporated by reference to
Note Exhibit 4.6 to the Company's
Registration Statement on
Form S-3 (No. 33-52855),
except that all references
to "Series B" shall be read
as references to "Series C".
5 Opinion of John B. Canning, Esq. with respect to the Filed herewith
legality of the securities registered hereby.
23.1 Consent of independent public accountants. Filed herewith
23.2 Consent of John B. Canning, Esq. (See Exhibit 5) Filed herewith
24 Powers of Attorney. Filed herewith
25 Statement as to eligibility of Trustee. Filed herewith
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Act;
II-2
<PAGE> 18
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that the undertakings set forth in paragraph (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise (but that
term shall not extend to the insurance policies referred to in said Item 15),
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(6) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act, as amended (the "Trust Indenture Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
(7) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1), 424(b)(4), or
479(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(8) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut on the 15th day of May
1998.
RAYONIER INC.
By: /s/ RONALD M. GROSS
------------------------------------
Name Ronald M. Gross
Title Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RONALD M. GROSS Chairman of the Board, May 15, 1998
- ----------------------------------------------------- Chief Executive Officer
Ronald M. Gross and Director
(Principal Executive Officer)
/s/ GERALD J. POLLACK Senior Vice President and May 15, 1998
- ----------------------------------------------------- Chief Financial Officer
Gerald J. Pollack
(Principal Financial Officer)
/s/ KENNETH P. JANETTE Vice President and Corporate May 15, 1998
- ----------------------------------------------------- Controller
Kenneth P. Janette
(Principal Accounting Officer)
* President,
- ----------------------------------------------------- Chief Operating Officer
W. Lee Nutter and Director
* Director
- -----------------------------------------------------
Rand V. Araskog
* Director
- -----------------------------------------------------
Donald W. Griffin
* Director
- -----------------------------------------------------
Paul G. Kirk, Jr.
* Director
- -----------------------------------------------------
Katherine D. Ortega
* Director
- -----------------------------------------------------
Burnell R. Roberts
* Director
- -----------------------------------------------------
Carl S. Sloane
* Director
- -----------------------------------------------------
Nicholas L. Trivisonno
* Director
- -----------------------------------------------------
Gordon I. Ulmer
*By: /s/ GERALD J. POLLACK May 15, 1998
------------------------------------------------
Attorney-in-fact
</TABLE>
II-4
<PAGE> 20
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION LOCATION
- ----------- ----------------------------------------------------- ----------------------------
<C> <S> <C>
1.1 Form of Underwriting Agreement Incorporated by reference to
Exhibit 1.1 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
1.2 Form of Distribution Agreement Incorporated by reference to
Exhibit 1.2 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
4.1 Indenture dated as of September 1, 1992 between the Incorporated by reference
Company and Bankers Trust Company, as Trustee, with to Exhibit 4.1 to the
respect to certain debt securities of the Company. Company's Annual Report on
Form 10-K for its fiscal
year ended December 31, 1993
(the "1993 10-K")
4.2 First Supplemental Indenture, dated as of December Incorporated by reference to
13, 1993 Exhibit 4.2 to the Company's
1993 10-K
4.4 Specimen Form of Debenture Incorporated by reference to
Exhibit 4.4 to the Company's
Registration Statement on
Form S-3 (No. 33-52855)
4.5 Specimen Form of Series C Medium-Term Fixed Rate Note Incorporated by reference to
Exhibit 4.5 to the Company's
Registration Statement on
Form S-3 (No. 33-52855),
except that all references
to "Series B" shall be read
as references to "Series C"
4.6 Specimen Form of Series C Medium-Term Floating Rate Incorporated by reference to
Note Exhibit 4.6 to the Company's
Registration Statement on
Form S-3 (No. 33-52855),
except that all references
to "Series B" shall be read
as references to "Series C".
5 Opinion of John B. Canning, Esq. with respect to the Filed herewith
legality of the securities registered hereby.
23.1 Consent of independent public accountants. Filed herewith
23.2 Consent of John B. Canning, Esq. (See Exhibit 5) Filed herewith
24 Powers of Attorney. Filed herewith
25 Statement as to eligibility of Trustee. Filed herewith
</TABLE>
<PAGE> 1
EXHIBIT 5
May 15, 1998
Rayonier Inc.
1177 Summer Street
Stamford, CT 06905
Dear Sirs:
I am Corporate Secretary and Associate General Counsel of Rayonier Inc., a
North Carolina corporation (the "Company"). In that capacity I have acted as
counsel for the Company in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of the Registration Statement (No. 33- )
on Form S-3 (the "Registration Statement"), relating to the proposed issuance
by the Company from time to time of up to $200,000,000 aggregate principal
amount of debt securities ("Debt Securities") on terms to be determined at the
time of offering. The Debt Securities, which may be issued in one or more
series, will be issued under an Indenture, dated as of October 1, 1992, as
amended and supplemented (the "Indenture"), between the Company and Bankers
Trust Company, as Trustee (the "Trustee").
I have examined the Company's Amended and Restated Articles of Incorporation
and the Company's By-Laws, as amended to date, records of the corporate
proceedings of the Board of Directors of the Company with respect to the Debt
Securities, the Registration Statement and the offering it contemplates and
such other documents, and have made such examination of law, as I have deemed
relevant and necessary in order to render my opinion.
In rendering the opinion set forth below, I have assumed the authority of the
Trustee to enter into and perform the Indenture and the due authorization,
execution, and delivery of the Indenture by the Trustee.
Based on the foregoing, I am of the opinion that when (a) the terms, issuance,
execution and delivery by the Company of any of the Debt Securities have been
duly authorized by all necessary corporate action of the Company and as
contemplated by the Indenture, and (b) such Debt Securities have been duly
executed and delivered by the Company, authenticated by the Trustee and sold as
contemplated by each of the Registration Statement, the Prospectus, the
supplement or supplements to the Prospectus relating to such Debt Securities
and the Indenture, assuming that the terms of such Debt Securities are in
compliance with then-applicable law and the Indenture, such Debt Securities
will be validly issued and will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms except
that
<PAGE> 2
Rayonier Inc. 2 May 15, 1998
(i) enforcement of the Debt Securities may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally, and (ii) enforceability of the Debt
Securities may be limited by general principles of equity.
I am a member of the bar of the States of New York and Connecticut and express
no opinion to any matter relating to any law other than the law of the states
of New York and Connecticut, the Federal law of the United States and the North
Carolina Business Corporation Act.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me in the Prospectus under the caption
"Legal Matters". In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Act, or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ John B. Canning
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 21, 1998
included in Rayonier Inc.'s Form 10-K for the year ended December 31, 1997 and
to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Stamford, Connecticut
May 14, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints GERALD J. POLLACK, LISA M. PALUMBO and JOHN B. CANNING
his or her true and lawful attorneys-in-fact, with full power in each to act
without the other and with full power of substitution and resubstitution to sign
in the name of such person and in each of his or her offices and capacities in
Rayonier Inc. (the "Company") a Registration Statement of the Company on Form
S-3 relating to Debt Securities and constituting post-effective Amendment No. 1
to the Company's Registration Statement on Form S-3 (No. 33-52855) and all
amendments (including post-effective amendments) and supplements to such
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission.
Dated: May 15, 1998
/s/ W. Lee Nutter President,
----------------------------- Chief Operating Officer
W. Lee Nutter and Director
/s/ Rand V. Araskog Director
-----------------------------
Rand V. Araskog
/s/ Donald W. Griffin Director
-----------------------------
Donald W. Griffin
/s/ Paul G. Kirk, Jr. Director
-----------------------------
Paul G. Kirk, Jr.
/s/ Katherine D. Ortega Director
-----------------------------
Katherine D. Ortega
/s/ Burnell R. Roberts Director
-----------------------------
Burnell R. Roberts
/s/ Carl S. Sloane Director
-----------------------------
Carl S. Sloane
/s/ Nicholas L. Trivisonno Director
-----------------------------
Nicholas L. Trivisonno
/s/ Gordon I. Ulmer Director
-----------------------------
Gordon I. Ulmer
<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ___________
BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
BANKERS TRUST COMPANY
LEGAL DEPARTMENT
130 LIBERTY STREET, 31ST FLOOR
NEW YORK, NEW YORK 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
RAYONIER INC.
(Exact name of Registrant as specified in its charter)
NORTH CAROLINA 13-2607329
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
1177 SUMMER STREET
STAMFORD, CT. 06905-5529
(Address, including zip code of
Principal executive offices)
DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
NAME ADDRESS
Federal Reserve Bank (2nd District) New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
New York State Banking Department Albany, NY
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the Trustee, describe each such
affiliation.
None.
ITEM 3. -15. NOT APPLICABLE
ITEM 16. LIST OF EXHIBITS.
EXHIBIT 1 - Restated Organization Certificate of Bankers Trust
Company dated August 7, 1990, Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated June 21, 1995 - Incorporated
herein by reference to Exhibit 1 filed with Form T-1
Statement, Registration No. 33-65171, Certificate of
Amendment of the Organization Certificate of Bankers
Trust Company dated March 20, 1996, incorporate by
referenced to Exhibit 1 filed with Form T-1
Statement, Registration No. 333-25843 and Certificate
of Amendment of the Organization Certificate of
Bankers Trust Company dated June 19, 1997, copy
attached.
EXHIBIT 2 - Certificate of Authority to commence business -
Incorporated herein by reference to Exhibit 2 filed
with Form T-1 Statement, Registration No. 33-21047.
EXHIBIT 3 - Authorization of the Trustee to exercise corporate
trust powers Incorporated herein by reference to
Exhibit 2 filed with Form T-1 Statement, Registration
No. 33-21047.
EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, as amended
on November 18, 1997. Copy attached.
-2-
<PAGE> 3
EXHIBIT 5 - Not applicable.
EXHIBIT 6 - Consent of Bankers Trust Company required by Section
321(b) of the Act. Incorporated herein by reference
to Exhibit 4 filed with Form T-1 Statement,
Registration No. 22-18864.
EXHIBIT 7 - The latest report of condition of Bankers Trust
Company dated as of December 31, 1997. Copy attached.
EXHIBIT 8 - Not Applicable.
EXHIBIT 9 - Not Applicable.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of New York, and State of New York, on the 14th day
of May, 1998.
BANKERS TRUST COMPANY
By: /s/ Susan Johnson
-------------------------------
Susan Johnson
Assistant Vice President
-4-
<PAGE> 5
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Banks of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY UNDER SECTION
8005 OF THE BANKING LAW," dated June 19, 1997, providing for an increase in
authorized capital stock from $1,601,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 600 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,001,666,670 consisting of 100,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
WITNESS, my hand and official seal of the Banking Department at the City of New
York,
this 27TH day of June in the Year of our Lord one
thousand nine hundred and NINETY-SEVEN.
Manuel Kursky
------------------------------
Deputy Superintendent of Banks
<PAGE> 6
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
-----------------------------
We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of March, 1903.
3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is One Billion, Six Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($1,601,666,670), divided into
One Hundred Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (100,166,667) shares with a par value of $10 each
designated as Common Stock and 600 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
<PAGE> 7
5. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
19th day of June, 1997.
/s/ James T. Byrne, Jr.
-----------------------
James T. Byrne, Jr.
Managing Director
/s/ Lea Lahtinen
----------------
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.
/s/ Lea Lahtinen
----------------
Lea Lahtinen
Sworn to before me this 19th day of June, 1997.
Sandra L. West
--------------
Notary Public
SANDRA L. WEST
Notary Public State of New York
No. 31-4942101
Qualified in New York County
Commission Expires September 19, 1998
<PAGE> 8
BY-LAWS
NOVEMBER 18, 1997
BANKERS TRUST COMPANY
NEW YORK
<PAGE> 9
BY-LAWS
OF
BANKERS TRUST COMPANY
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of this Company shall be held
at the office of the Company in the Borough of Manhattan, City of New York, on
the third Tuesday in January of each year, for the election of directors and
such other business as may properly come before said meeting.
SECTION 2. Special meetings of stockholders other than those regulated by
statute may be called at any time by a majority of the directors. It shall be
the duty of the Chairman of the Board, the Chief Executive Officer or the
President to call such meetings whenever requested in writing to do so by
stockholders owning a majority of the capital stock.
SECTION 3. At all meetings of stockholders, there shall be present, either in
person or by proxy, stockholders owning a majority of the capital stock of the
Company, in order to constitute a quorum, except at special elections of
directors, as provided by law, but less than a quorum shall have power to
adjourn any meeting.
SECTION 4. The Chairman of the Board or, in his absence, the Chief Executive
Officer or, in his absence, the President or, in their absence, the senior
officer present, shall preside at meetings of the stockholders and shall direct
the proceedings and the order of business. The Secretary shall act as secretary
of such meetings and record the proceedings.
ARTICLE II
DIRECTORS
SECTION 1. The affairs of the Company shall be managed and its corporate powers
exercised by a Board of Directors consisting of such number of directors, but
not less than ten nor more than twenty-five, as may from time to time be fixed
by resolution adopted by a majority of the directors then in office, or by the
stockholders. In the event of any increase in the number of directors,
additional directors may be elected within the limitations so fixed, either by
the stockholders or within the limitations imposed by law, by a majority of
directors then in office. One-third of the number of directors, as fixed from
time to time, shall constitute a quorum. Any one or more members of the Board of
Directors or any Committee thereof may participate in a meeting of the Board of
Directors or Committee thereof by means of a conference telephone or similar
communications equipment which allows all persons participating in the meeting
to hear each other at the same time. Participation by such means shall
constitute presence in person at such a meeting.
<PAGE> 10
All directors hereafter elected shall hold office until the next annual meeting
of the stockholders and until their successors are elected and have qualified.
No person who shall have attained age 72 shall be eligible to be elected or
re-elected a director. Such director may, however, remain a director of the
Company until the next annual meeting of the stockholders of Bankers Trust New
York Corporation (the Company's parent) so that such director's retirement will
coincide with the retirement date from Bankers Trust New York Corporation.
No Officer-Director who shall have attained age 65, or earlier relinquishes his
responsibilities and title, shall be eligible to serve as a director.
SECTION 2. Vacancies not exceeding one-third of the whole number of the Board of
Directors may be filled by the affirmative vote of a majority of the directors
then in office, and the directors so elected shall hold office for the balance
of the unexpired term.
SECTION 3. The Chairman of the Board shall preside at meetings of the Board of
Directors. In his absence, the Chief Executive Officer or, in his absence, such
other director as the Board of Directors from time to time may designate shall
preside at such meetings.
SECTION 4. The Board of Directors may adopt such Rules and Regulations for the
conduct of its meetings and the management of the affairs of the Company as it
may deem proper, not inconsistent with the laws of the State of New York, or
these By-Laws, and all officers and employees shall strictly adhere to, and be
bound by, such Rules and Regulations.
SECTION 5. Regular meetings of the Board of Directors shall be held from time to
time on the third Tuesday of the month. If the day appointed for holding such
regular meetings shall be a legal holiday, the regular meeting to be held on
such day shall be held on the next business day thereafter. Special meetings of
the Board of Directors may be called upon at least two day's notice whenever it
may be deemed proper by the Chairman of the Board or, the Chief Executive
Officer or, in their absence, by such other director as the Board of Directors
may have designated pursuant to Section 3 of this Article, and shall be called
upon like notice whenever any three of the directors so request in writing.
SECTION 6. The compensation of directors as such or as members of committees
shall be fixed from time to time by resolution of the Board of Directors.
<PAGE> 11
ARTICLE III
COMMITTEES
SECTION 1. There shall be an Executive Committee of the Board consisting of not
less than five directors who shall be appointed annually by the Board of
Directors. The Chairman of the Board shall preside at meetings of the Executive
Committee. In his absence, the Chief Executive Officer or, in his absence, such
other member of the Committee as the Committee from time to time may designate
shall preside at such meetings.
The Executive Committee shall possess and exercise to the extent permitted by
law all of the powers of the Board of Directors, except when the latter is in
session, and shall keep minutes of its proceedings, which shall be presented to
the Board of Directors at its next subsequent meeting. All acts done and powers
and authority conferred by the Executive Committee from time to time shall be
and be deemed to be, and may be certified as being, the act and under the
authority of the Board of Directors.
A majority of the Committee shall constitute a quorum, but the Committee may act
only by the concurrent vote of not less than one-third of its members, at least
one of whom must be a director other than an officer. Any one or more directors,
even though not members of the Executive Committee, may attend any meeting of
the Committee, and the member or members of the Committee present, even though
less than a quorum, may designate any one or more of such directors as a
substitute or substitutes for any absent member or members of the Committee, and
each such substitute or substitutes shall be counted for quorum, voting, and all
other purposes as a member or members of the Committee.
SECTION 2. There shall be an Audit Committee appointed annually by resolution
adopted by a majority of the entire Board of Directors which shall consist of
such number of directors, who are not also officers of the Company, as may from
time to time be fixed by resolution adopted by the Board of Directors. The
Chairman shall be designated by the Board of Directors, who shall also from time
to time fix a quorum for meetings of the Committee. Such Committee shall conduct
the annual directors' examinations of the Company as required by the New York
State Banking Law; shall review the reports of all examinations made of the
Company by public authorities and report thereon to the Board of Directors; and
shall report to the Board of Directors such other matters as it deems advisable
with respect to the Company, its various departments and the conduct of its
operations.
In the performance of its duties, the Audit Committee may employ or retain, from
time to time, expert assistants, independent of the officers or personnel of the
Company, to make studies of the Company's assets and liabilities as the
Committee may request and to make an examination of the accounting and auditing
methods of the Company and its system of internal protective controls to the
extent considered necessary or advisable in order to determine that the
operations of the Company, including its fiduciary departments, are being
audited by the General Auditor in such a manner as to provide prudent and
adequate protection. The Committee also may direct the General Auditor to make
such investigation as it deems necessary or advisable with respect to the
Company, its various departments and the conduct of its operations. The
Committee shall hold regular quarterly meetings and during the intervals thereof
shall meet at other times on call of the Chairman.
<PAGE> 12
SECTION 3. The Board of Directors shall have the power to appoint any other
Committees as may seem necessary, and from time to time to suspend or continue
the powers and duties of such Committees. Each Committee appointed pursuant to
this Article shall serve at the pleasure of the Board of Directors.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall elect from among their number a Chairman
of the Board and a Chief Executive Officer; and shall also elect a President,
and may also elect a Senior Vice Chairman, one or more Vice Chairmen, one or
more Executive Vice Presidents, one or more Senior Managing Directors, one or
more Managing Directors, one or more Senior Vice Presidents, one or more
Principals, one or more Vice Presidents, one or more General Managers, a
Secretary, a Controller, a Treasurer, a General Counsel, one or more Associate
General Counsels, a General Auditor, a General Credit Auditor, and one or more
Deputy Auditors, who need not be directors. The officers of the corporation may
also include such other officers or assistant officers as shall from time to
time be elected or appointed by the Board. The Chairman of the Board or the
Chief Executive Officer or, in their absence, the President, the Senior Vice
Chairman or any Vice Chairman, may from time to time appoint assistant officers.
All officers elected or appointed by the Board of Directors shall hold their
respective offices during the pleasure of the Board of Directors, and all
assistant officers shall hold office at the pleasure of the Board or the
Chairman of the Board or the Chief Executive Officer or, in their absence, the
President, the Senior Vice Chairman or any Vice Chairman. The Board of Directors
may require any and all officers and employees to give security for the faithful
performance of their duties.
SECTION 2. The Board of Directors shall designate the Chief Executive Officer of
the Company who may also hold the additional title of Chairman of the Board,
President, Senior Vice Chairman or Vice Chairman and such person shall have,
subject to the supervision and direction of the Board of Directors or the
Executive Committee, all of the powers vested in such Chief Executive Officer by
law or by these By-Laws, or which usually attach or pertain to such office. The
other officers shall have, subject to the supervision and direction of the Board
of Directors or the Executive Committee or the Chairman of the Board or, the
Chief Executive Officer, the powers vested by law or by these By-Laws in them as
holders of their respective offices and, in addition, shall perform such other
duties as shall be assigned to them by the Board of Directors or the Executive
Committee or the Chairman of the Board or the Chief Executive Officer.
The General Auditor shall be responsible, through the Audit Committee, to the
Board of Directors for the determination of the program of the internal audit
function and the evaluation of the adequacy of the system of internal controls.
Subject to the Board of Directors, the General Auditor shall have and may
exercise all the powers and shall perform all the duties usual to such office
and shall have such other powers as may be prescribed or assigned to him from
time to time by the Board of Directors or vested in him by law or by these
By-Laws. He shall perform such other duties and shall make such investigations,
examinations and reports as may be prescribed or required by the Audit
Committee. The General Auditor shall have unrestricted access to all records and
premises of the Company and shall delegate such authority to his subordinates.
He shall have the duty to report to the Audit Committee on all matters
concerning the internal audit
<PAGE> 13
program and the adequacy of the system of internal controls of the Company which
he deems advisable or which the Audit Committee may request. Additionally, the
General Auditor shall have the duty of reporting independently of all officers
of the Company to the Audit Committee at least quarterly on any matters
concerning the internal audit program and the adequacy of the system of internal
controls of the Company that should be brought to the attention of the directors
except those matters responsibility for which has been vested in the General
Credit Auditor. Should the General Auditor deem any matter to be of special
immediate importance, he shall report thereon forthwith to the Audit Committee.
The General Auditor shall report to the Chief Financial Officer only for
administrative purposes.
The General Credit Auditor shall be responsible to the Chief Executive Officer
and, through the Audit Committee, to the Board of Directors for the systems of
internal credit audit, shall perform such other duties as the Chief Executive
Officer may prescribe, and shall make such examinations and reports as may be
required by the Audit Committee. The General Credit Auditor shall have
unrestricted access to all records and may delegate such authority to
subordinates.
SECTION 3. The compensation of all officers shall be fixed under such plan or
plans of position evaluation and salary administration as shall be approved from
time to time by resolution of the Board of Directors.
SECTION 4. The Board of Directors, the Executive Committee, the Chairman of the
Board, the Chief Executive Officer or any person authorized for this purpose by
the Chief Executive Officer, shall appoint or engage all other employees and
agents and fix their compensation. The employment of all such employees and
agents shall continue during the pleasure of the Board of Directors or the
Executive Committee or the Chairman of the Board or the Chief Executive Officer
or any such authorized person; and the Board of Directors, the Executive
Committee, the Chairman of the Board, the Chief Executive Officer or any such
authorized person may discharge any such employees and agents at will.
<PAGE> 14
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. The Company shall, to the fullest extent permitted by Section 7018 of
the New York Banking Law, indemnify any person who is or was made, or threatened
to be made, a party to an action or proceeding, whether civil or criminal,
whether involving any actual or alleged breach of duty, neglect or error, any
accountability, or any actual or alleged misstatement, misleading statement or
other act or omission and whether brought or threatened in any court or
administrative or legislative body or agency, including an action by or in the
right of the Company to procure a judgment in its favor and an action by or in
the right of any other corporation of any type or kind, domestic or foreign, or
any partnership, joint venture, trust, employee benefit plan or other
enterprise, which any director or officer of the Company is servicing or served
in any capacity at the request of the Company by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Company, or is
serving or served such other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise in any capacity, against judgments,
fines, amounts paid in settlement, and costs, charges and expenses, including
attorneys' fees, or any appeal therein; provided, however, that no
indemnification shall be provided to any such person if a judgment or other
final adjudication adverse to the director or officer establishes that (i) his
acts were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
SECTION 2. The Company may indemnify any other person to whom the Company is
permitted to provide indemnification or the advancement of expenses by
applicable law, whether pursuant to rights granted pursuant to, or provided by,
the New York Banking Law or other rights created by (i) a resolution of
stockholders, (ii) a resolution of directors, or (iii) an agreement providing
for such indemnification, it being expressly intended that these By-Laws
authorize the creation of other rights in any such manner.
SECTION 3. The Company shall, from time to time, reimburse or advance to any
person referred to in Section 1 the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action or proceeding
referred to in Section 1, upon receipt of a written undertaking by or on behalf
of such person to repay such amount(s) if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his acts were committed
in bad faith or were the result of active and deliberate dishonesty and, in
either case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
SECTION 4. Any director or officer of the Company serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the Company, or (ii) any employee benefit plan of
the Company or any corporation referred to in clause (i) in any capacity shall
be deemed to be doing so at the request of the Company. In all other cases, the
provisions of this Article V will apply (i) only if the person serving another
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise so served at the specific request of the Company, evidenced by
a written communication signed by the Chairman of the Board, the Chief Executive
Officer or the
<PAGE> 15
President, and (ii) only if and to the extent that, after making such efforts as
the Chairman of the Board, the Chief Executive Officer or the President shall
deem adequate in the circumstances, such person shall be unable to obtain
indemnification from such other enterprise or its insurer.
SECTION 5. Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 6. The right to be indemnified or to the reimbursement or advancement of
expense pursuant to this Article V (i) is a contract right pursuant to which the
person entitled thereto may bring suit as if the provisions hereof were set
forth in a separate written contract between the Company and the director or
officer, (ii) is intended to be retroactive and shall be available with respect
to events occurring prior to the adoption hereof, and (iii) shall continue to
exist after the rescission or restrictive modification hereof with respect to
events occurring prior thereto.
SECTION 7. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the Company
within thirty days after a written claim has been received by the Company, the
claimant may at any time thereafter bring suit against the Company to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the Company (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of or
reimbursement or advancement of expenses to the claimant is proper in the
circumstance, nor an actual determination by the Company (including its Board of
Directors, independent legal counsel, or its stockholders) that the claimant is
not entitled to indemnification or to the reimbursement or advancement of
expenses, shall be a defense to the action or create a presumption that the
claimant is not so entitled.
SECTION 8. A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in Section 1 shall be entitled to indemnification only as provided in Sections 1
and 3, notwithstanding any provision of the New York Banking Law to the
contrary.
<PAGE> 16
ARTICLE VI
SEAL
SECTION 1. The Board of Directors shall provide a seal for the Company, the
counterpart dies of which shall be in the charge of the Secretary of the Company
and such officers as the Chairman of the Board, the Chief Executive Officer or
the Secretary may from time to time direct in writing, to be affixed to
certificates of stock and other documents in accordance with the directions of
the Board of Directors or the Executive Committee.
SECTION 2. The Board of Directors may provide, in proper cases on a specified
occasion and for a specified transaction or transactions, for the use of a
printed or engraved facsimile seal of the Company.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Registration of transfer of shares shall only be made upon the books
of the Company by the registered holder in person, or by power of attorney, duly
executed, witnessed and filed with the Secretary or other proper officer of the
Company, on the surrender of the certificate or certificates of such shares
properly assigned for transfer.
ARTICLE VIII
CONSTRUCTION
SECTION 1. The masculine gender, when appearing in these By-Laws, shall be
deemed to include the feminine gender.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or added to by the Board of
Directors at any meeting, or by the stockholders at any annual or special
meeting, provided notice thereof has been given.
<PAGE> 17
I, SusanJohnson, Assistant Vice President of Bankers Trust Company, New York,
New York, hereby certify that the foregoing is a complete, true and correct copy
of the By-Laws of Bankers Trust Company, and that the same are in full force and
effect at this date.
Susan Johnson
------------------------
ASSISTANT VICE PRESIDENT
DATED: May 14, 1998
<PAGE> 18
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1997
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>
| C400 |
Dollar Amounts in Thousands |RCFD Bil Mil Thou |
<S> <C>
ASSETS |//////////////////|
1. Cash and balances due from depository institutions (from Schedule RC-A): |//////////////////|
a. Noninterest-bearing balances and currency and coin (1)............................... | 0081 2,121,000 |1.a.
b. Interest-bearing balances (2)........................................................ | 0071 4,770,000 |1.b.
2. Securities: |//////////////////|
a. Held-to-maturity securities (from Schedule RC-B, column A)........................... | 1754 0 |2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)......................... | 1773 4,015,000 |2.b.
3. Federal funds sold and securities purchased under agreements to resell.................. | 1350 28,927,000 |3.
4. Loans and lease financing receivables: |//////////////////|
a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,692,000 |//////////////////|4.a.
b. LESS: Allowance for loan and lease losses.....................RCFD 3123 659,000 |//////////////////|4.b.
c. LESS: Allocated transfer risk reserve.........................RCFD 3128 0 |//////////////////|4.c.
d. Loans and leases, net of unearned income, |//////////////////|
allowance, and reserve (item 4.a minus 4.b and 4.c).................................. | 2125 17,033,000 |4.d.
5. Trading Assets (from schedule RC-D)..................................................... | 3545 45,488,000 |5.
6. Premises and fixed assets (including capitalized leases)................................ | 2145 766,000 |6.
7. Other real estate owned (from Schedule RC-M)............................................ | 2150 188,000 |7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 58,000 |8.
9. Customers' liability to this bank on acceptances outstanding............................ | 2155 633,000 |9.
10. Intangible assets (from Schedule RC-M).................................................. | 2143 83,000 |10.
11. Other assets (from Schedule RC-F)....................................................... | 2160 5,957,000 |11.
12. Total assets (sum of items 1 through 11)................................................ | 2170 110,039,000 |12.
</TABLE>
- --------------------------
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C>
Legal Title of Bank: Bankers Trust Company Call Date: 12/31/97 ST-BK: 36-4840 FFIEC 031
Address: 130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State Zip: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
</TABLE>
SCHEDULE RC--CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands |//////// Bil Mil Thou
<S> <C>
LIABILITIES |////////////////////////|
13. Deposits: |////////////////////////|
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 24,608,000 |13.a.
(1) Noninterest-bearing(1)............................RCON 6631 2,856,000.... |////////////////////////|13.a.(1)
(2) Interest-bearing..................................RCON 6636 21,752,000.... |////////////////////////|13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E |////////////////////////|
part II) | RCFN 2200 20,529,000 |13.b.
(1) Noninterest-bearing ..............................RCFN 6631 2,122,000 |////////////////////////|13.b.(1)
(2) Interest-bearing .................................RCFN 6636 18,407,000 |////////////////////////|13.b.(2)
14. Federal funds purchased and securities sold under agreements to repurchase | RCFD 2800 13,777,000 |14.
15. a. Demand notes issued to the U.S. Treasury...................................... | RCON 2840 0 |15.a.
b. Trading liabilities (from Schedule RC-D)...................................... | RCFD 3548 24,968,000 |15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases): |////////////////////////|
a. With a remaining maturity of one year or less................................. | RCFD 2332 5,810,000 |16.a.
b. With a remaining maturity of more than one year through three years........... | A547 4,702,000 |16.b.
c. With a remaining maturity of more than three years............................ | A548 1,750,000 |16.c
17. Not Applicable. |////////////////////////|17.
18. Bank's liability on acceptances executed and outstanding......................... | RCFD 2920 633,000 |18.
19. Subordinated notes and debentures(2)............................................. | RCFD 3200 1,307,000 |19.
20. Other liabilities (from Schedule RC-G)........................................... | RCFD 2930 5,961,000 |20.
21. Total liabilities (sum of items 13 through 20)................................... | RCFD 2948 104,045,000 |21.
22. Not Applicable |////////////////////////|22.
EQUITY CAPITAL |////////////////////////|
23. Perpetual preferred stock and related surplus.................................... | RCFD 3838 1,000,000 |23.
24. Common stock..................................................................... | RCFD 3230 1,352,000 |24.
25. Surplus (exclude all surplus related to preferred stock)......................... | RCFD 3839 540,000 |25.
26. a. Undivided profits and capital reserves........................................ | RCFD 3632 3,526,000 |26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities........ | RCFD 8434 (45,000)|26.b.
27. Cumulative foreign currency translation adjustments.............................. | RCFD 3284 (379,000)|27.
28. Total equity capital (sum of items 23 through 27)................................ | RCFD 3210 5,994,000 |28.
29. Total liabilities and equity capital (sum of items 21 and 28).................... | RCFD 3300 110,039,000 |29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1996............................................ | RCFD 6724 N/A |M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public
accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which submits
a report on the consolidated holding company (but not on the
bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by state chartering
authority)
4 = Directors' examination of the bank performed by other external
auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external
auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
- ----------------------
(1) Including total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.
