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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
DATE OF REPORT -- JANUARY 8, 1998
COMMISSION FILE NUMBER 1-8997
RAYONIER TIMBERLANDS, L.P.
A Delaware Limited Partnership
I.R.S. Employer Identification Number 06-1148227
l177 Summer Street, Stamford, Connecticut 06905-5529
(Principal Executive Office)
Telephone Number: (203) 348-7000
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RAYONIER TIMBERLANDS, L.P.
TABLE OF CONTENTS
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Item 5. Other Events 1
Item 7. Financial Statements and Exhibits 1
Signature 1
Exhibit Index 2
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ITEM 5. OTHER EVENTS
Incorporated by reference is a news release issued by Rayonier Inc. (Rayonier)
on January 8, 1998, attached as Exhibit 99, providing information concerning
Rayonier's announcement of its election to purchase all of the 5,060,000
outstanding Class A Depositary Units of the Registrant on January 30, 1998 for a
cash purchase price of $13.00 per unit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) See Exhibit Index
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
RAYONIER TIMBERLANDS, L.P.
(A Delaware Limited Partnership)
BY: RAYONIER FOREST RESOURCES
COMPANY
Managing General Partner
BY: KENNETH P. JANETTE
Kenneth P. Janette
Vice President and
Corporate Controller
January 16, 1998
1
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION LOCATION
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99 News Release issued Filed herewith
January 8, 1998
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EXHIBIT 99
NEWS RELEASE For further information
FOR IMMEDIATE RELEASE Media Contact: Martin H. Arnold
THURSDAY, JANUARY 8, 1998 203-964-4621
Investor Contact: John A. Doumlele
203-964-4486
RAYONIER INC. TO PURCHASE ALL PUBLICLY TRADED UNITS OF RAYONIER TIMBERLANDS,
L.P.
STAMFORD, CONNECTICUT, January 8, 1998 -- RAYONIER INC. (NYSE:RYN)
announced today that, in accordance with the Partnership Agreement of RAYONIER
TIMBERLANDS, L.P. (NYSE:LOG) (the "Partnership"), Rayonier has elected to
purchase all of the 5,060,000 publicly traded Class A Depositary Units of the
Partnership on January 30, 1998 for a cash purchase price of $13.00 per unit. As
of the January 30 purchase date, all rights of the holders of the units shall
terminate, with the exception of the right to receive payment of the purchase
price.
A Rayonier spokesman said that the purchase price is 125% of the average
of the last reported sales prices per unit for the five trading days immediately
preceding December 29, 1997. That date is ten days immediately prior to January
8, 1998, the date on which a notice of election to purchase the units is first
being mailed to unitholders. The method of calculating the purchase price is set
forth in the Partnership Agreement.
Rayonier indicated that the Company is calling in the outstanding minority
interest in the Partnership in order to simplify the Company's corporate
structure and increase its flexibility in managing its timberland resources.
From a financial reporting standpoint, Rayonier's income statement in the
future will reflect an elimination of a minority interest deduction and some
reduction in administrative and general charges offset somewhat by added
depletion and interest expense associated with the cost of acquiring the
Partnership units. As a result of these factors, Rayonier expects to recognize
from approximately 25 cents to 30 cents per share of additional net income in
the last eleven months of 1998 based on its current perception of markets for
timber harvested from the Partnership's timberlands.
The preceding forward-looking statement is based on a number of
assumptions including assumptions with respect to operating levels, prices,
market conditions and other factors.
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(more)
For example, market conditions, particularly in Asia, are uncertain, and the
actual amount of additional earnings recognized as a result of Rayonier's
purchasing the Partnership units (as well as the total earnings recognized by
Rayonier from timber harvesting activities) could be materially different
depending on actual conditions during the remainder of 1998 and beyond. The
Company has previously indicated that it would recognize additional earnings
associated with the reduction of the minority interest even if the publicly held
Partnership units remained outstanding, but the benefit would not have been
recognized until the year 2001 when the public unitholders' share of earnings
and cash flow would have been significantly reduced under the terms of the
Partnership Agreement.
Rayonier is a global supplier of specialty pulps, timber and wood
products. The company has 1.5 million acres of timber in the U.S. and New
Zealand. About half of Rayonier's sales are to international customers in 70
countries.
Rayonier Timberlands, L.P. grows and sells timber on 778,000 acres in the
Southeast and 369,000 acres in the Northwest. Rayonier is Special General
Partner of the Partnership and has owned 74.7 percent of its 20 million
outstanding Class A Units. The remaining units, all of which are being purchased
by Rayonier effective January 30, 1998, are publicly traded on the NYSE.
For further information, visit Rayonier's Web site at www.rayonier.com and
the Partnership's Web site at www.rayonier.timberlandslp.com. Complimentary
copies of Rayonier press releases and other financial documents are available by
mail or by calling 1-800-RYN-7611.
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