PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
RAYONIER INVESTMENT AND SAVINGS PLAN
FOR SALARIED EMPLOYEES
Item 3. Incorporation of Documents by Reference.
The following documents filed by Rayonier Inc. (the "Company") or the
Plan with the Securities and Exchange Commission (the "Commission") (File
No. 1-6780) are hereby incorporated by reference: (a) the Company's most
recent Annual Report on Form 10-K for the fiscal year ended December 31,
1992, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); (b) all other reports filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
the end of the fiscal year covered by the Annual Report referred to in (a)
and (c) the description of the Company's Common Shares which is contained
in its registration statement on Form 8-A filed under the Exchange Act and
any amendment or report filed under the Exchange Act for the purpose of
updating such description.
All documents subsequently filed by the Company or the Plan with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing with the Commission of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part
thereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference shall
be deemed to be modified or superseded to the extent that a statement
contained in the registration statement or in any other subsequently filed
document which also is incorporated or deemed to be incorporated by
reference 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modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration.
Item 4. Description of Securities.
This item is not applicable to the securities registered hereby.
Item 5. Interests of Named Experts and Counsel.
The financial statements and schedules incorporated by reference in
the prospectus and elsewhere in the registration statement have been
audited by Arthur Anderson & Co., independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
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Item 6. 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 Exhibit 4(a) hereto.
Item 7. Exemption from Registration Claimed.
This item is not applicable to the securities to be registered hereby.
Item 8. Exhibits
The following exhibits are filed herewith:
Exhibit
No. Title Location
4. Instruments defining the rights of security holders,
including indentures:
(a) Amended and Restated Articles of IncorporationFiled herewith.
(b) Bylaws Incorporated by
reference to the
Company's
Registration
Statement on Form 8-
A/A, dated February
4, 1994
(c) Form of the Rayonier Investment and Savings
Plan for Salaries Employees (the "Plan") Filed herewith.
5. Opinion re legality Filed herewith. The
Company will submit
the Plan to the
Internal Revenue
Service ("IRS") in a
timely manner and
will make all
changes required by
the IRS in order to
qualify the Plan.
15. Letter re unaudited interim financial information Not applicable.
23. Consents of experts and counsel The consent of
independent auditors
is incorporated by
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reference to the
Company's Form 10-K
for the fiscal year
ended December 31,
1992. The consent
of counsel is
incorporated by
reference to Exhibit
5.
24. Powers of attorney Filed herewith.
27. Financial Data Schedule None.
28. Information from reports furnished to state None.
insurance regulatory authorities.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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, represents 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 paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8 and 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement:
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, 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; and
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
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the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, 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 a 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.
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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-8 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
this 28th day of February, 1994.
RAYONIER INC.
By /s/ John P. O'Grady
Name:John P. O'Grady
Title: Senior Vice President
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.
Signature Title
* Chairman, President, Chief
Ronald M. Gross Executive Officer and
Director (Principal
Executive Officer)
/s/ Gerald J. Pollack Senior Vice President
Gerald J. Pollack and Chief Financial
Officer (Principal
Financial Officer)
* Acting Corporate
George S. Areson Controller (Principal
Accounting Officer)
* Director
Robert A. Bowman
* Director
D. Travis Engen
*By /s/ John P. O'Grady
John P. O'Grady
Attorney-in-Fact
February 28, 1994
Pursuant to the requirements of the Securities Act of 1933, the
trustees have 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 this 28th day of February, 1994.
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Rayonier Investment and Savings Plan
for Salaried Employees
/s/ John P. O'Grady
Name:John P. O'Grady
Title: Chairman
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EXHIBIT INDEX
Exhibit
No. Title Location Page
4. Instruments defining the rights of security
holders, including indentures:
(a) Amended and Restated Articles of Filed herewith.
Incorporation
(b) Bylaws Incorporated by reference
to the Company's
Registration Statement on
Form 8-A/A, dated February
4, 1994.
(c) Form of the Plan Filed herewith.
5. Opinion re legality Filed herewith.
15. Letter re unaudited interim financial Not applicable.
information
23. Consents of experts and counsel The consent of independent
auditors is incorporated by
reference to the Company's
Form 10-K for the fiscal
year ended December 31,
1992. The consent of counsel is
incorporated by reference
to Exhibit 5.
24. Powers of attorney Filed herewith.
27. Financial Data Schedule None.
28. Information from reports furnished to None.
state insurance regulatory authorities.
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