RAYONIER INC
SC 13G/A, 1999-02-11
LUMBER & WOOD PRODUCTS (NO FURNITURE)
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                                 Rayonier, Inc.
             -----------------------------------------------------
                                (Name of Issuer)


                             Common Stock - Equity
             -----------------------------------------------------
                         (Title of Class of Securities)

                                   754907103
             -----------------------------------------------------
                                 (CUSIP Number)

                                December 31, 1998
- --------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

Check the following box if a fee is  being paid with this statement [_].
(A fee is not required only if the filing person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on  this form with respect to the  subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in the  remainder of  this cover page  shall not  be
deemed to be "filed" for  the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the Notes). 
<PAGE>

CUSIP No. 754907103                    13G                         Page 1 of 5

- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       The Guardian Life Insurance Company of America
          13-2656036
       
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [X]
                                                             (b)  [ ]

- --------------------------------------------------------------------------------
   3   SEC USE ONLY


- --------------------------------------------------------------------------------
   4   CITIZENSHIP OR PLACE OF ORGANIZATION

       201 Park Avenue South
       New York, New York  10003

- --------------------------------------------------------------------------------
   NUMBER OF      5    SOLE VOTING POWER
     SHARES            0
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH             0
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH             0
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER
                       0

- --------------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       0

- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


- --------------------------------------------------------------------------------
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

       0%

- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*

       IC

- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>

                                                                   Page 2 of 5

Item 1.     (a)   Rayonier, Inc.

            (b)   1177 Summer Street, Stamford, CT 06905-5529

Item 2.     (a)   Incorporated by reference to Item 1 of the second parts
                  of the cover page (Pages 1-6 of this Schedule 13G).

            (b)   201 Park Avenue South, New York, New York 10003


            (c)   New York, U.S.A.


            (d)   Common Stock Class A


            (e)   CUSIP 754907103

Item 3.     If this statement  is filed  pursuant to Rules  13d-1(b), or  
            13d-2(b), check whether the person filing is:

            (a)   [ ]   Broker or Dealer  registered under Section  15 of  the
                        Act 

            (b)   [ ]   Bank as defined in section 3(a)(6) of the Act

            (c)   [ ]   Insurance Company  as defined  in section  3(a)(19) of
                        the Act

            (d)   [ ]   Investment Company registered under  section 8 of  the
                        Investment Company Act

            (e)   [ ]   Investment Adviser registered under section 203 of the
                        Investment Advisers Act of 1940

            (f)   [ ]   Employee Benefit Plan,  Pension Fund which is  subject
                        to the  provisions of  the Employee Retirement  Income
                        Security  Act of  1974  or  Endowment  Fund; see  Reg.
                        240.13d-1(b)(1)(ii)(F)

            (g)   [ ]   Parent  Holding  Company,  in  accordance   with  Reg.
                        240.13d-1(b)(1)(ii)(G) (Note: See item 7)

            (h)   [X]   Group, in accordance with Reg. 240.13d-1(b)(1)(ii)(H)
<PAGE>
                                                                   Page 3 of 5


Item 4.     Ownership.

            (a)          0 shares)
                                 )
            (b)          0%      ) Cumulative totals from Items 5-8, 9 and
                                 ) 11 of the second parts of the cover page
            (c)  (i)     0       ) (Pages 1-6 of this Schedule 13G) which
                (ii)     0       ) are incorporated herein by reference.
               (iii)     0       )
                (iv)     0    

Item 5.     Ownership of Five Percent or Less of a Class.

            As of December 31, 1998, the Guardian group no longer owned more
            than 5% of shares of a class of the issuer's voting equity
            securities.

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.

            Not applicable

Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on By the Parent Holding Company.

            Not applicable

Item 8.     Identification and Classification of Members of the Group.

a.   The Guardian Life Insurance Company of America ("Guardian Life"), an
     insurance company as defined in Section 3(a)(19) of the Act. IC.
<PAGE>

                                                                   Page 4 of 5

b.   The Guardian Employees' Incentive Savings Plan, an employee benefit
     plan offered to employees of Guardian Life which is subject to the
     provisions of the Employees Retirement Income Security Act of 1974
     ("ERISA") EP.

c.   The Guardian Life Insurance Company of America Master Pension Trust, a
     pension fund for the the employees of Guardian Life which is subject
     to ERISA. EP.


Item 9.     Notice of Dissolution of Group.

            Not applicable

Item 10.    Certification.

     By signing below we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have
the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.




                   (This space intentionally left blank)
<PAGE>

                                                                   Page 5 of 5

                                 SIGNATURE


     After reasonable inquiry and to the best of our knowledge and belief,
we each certify that the information set forth in this statement is true,
complete and correct.

     Each of the undersigned hereby agrees that the forgoing Schedule 13G
is to be filed on its behalf by The Guardian Life Insurance Company of
America.

Date: February 11, 1999


The Guardian Life Insurance Company of America

By:   /s/ Edward K. Kane
   ---------------------------------------------
     Edward K. Kane, Executive Vice President



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