PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
RAYONIER SUBSTITUTE STOCK OPTION PLAN
Item 3. Incorporation of Documents by Reference.
The following documents filed by Rayonier Inc. (the "Company") 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, 1993, 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 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incorporated by reference shall be deemed to be modified or superseded to the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statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration.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 Andersen & 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.
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 which is 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
Exhibit
No. Title Location
4. Instruments defining the rights of security holders,
including indentures:
(a) Amended and Restated Articles of Incorporation Incorporated by
reference to
Exhibit 4(a) to the
Company's
Registration
Statement
on Form S-8
(No. 33-52437)
(b) Bylaws Incorporated by
reference to the
Company's
Registration
Statement on Form
8-A, dated
February 4, 1994.
(c) Rayonier Substitute Stock Option Plan
(the "Plan") Filed herewith.
5. Opinion re legality Filed herewith.
15. Letter re unaudited interim financial information Not applicable.
23. Consents of experts and counsel The consent of
independent
auditors is filed
herewith. 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 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.
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 29th day of
March, 1994.
RAYONIER INC.
By /s/ George S. Areson
Name:George S. Areson
Title: Acting Corporate Controller
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
/s/ Ronald M. Gross 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)
/s/ George S. Areson Acting Corporate
George S. Areson Controller (Principal
Accounting Officer)
* Director
William J. Alley
* Director
Rand V. Araskog
* Director
Donald W. Griffin
* Director
Paul G. Kirk, Jr.
* Director
Katherine D. Ortega
* Director
Burnell R. Roberts
* Director
Gordon I. Ulmer
*By /s/ Gerald J. Pollack
Gerald J. Pollack
Attorney-in-Fact
March 29, 1994
EXHIBIT INDEX
Exhibit
No. Title Location Page
4. Instruments defining the rights of security
holders, including indentures:
(a) Amended and Restated Articles of Incorporated by reference
to Exhibit 4(a) to the
Company's Registration
Statement on Form S-8 (No.
33-52437).
(b) Bylaws Incorporated by reference
to the Company's Registration
Statement on Form 8-A, dated
February 4, 1994.
(c) 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 filed herewith.
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.