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RYN13D.doc
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rayonier, Inc.
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class and Securities)
754907103
___________________________________________
(CUSIP Number of Class of Securities)
O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Andrew R. McCarroll
Vice President & General Counsel
Southeastern Asset Management, Inc.
6410 Poplar Avenue; Suite 900
Memphis, TN 38119
(901) 761-2474
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 4, 2003
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Sections
240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following
box: [X]
CUSIP No. 754907103 13D
__________________________________________________________________
_
(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
__________________________________________________________________
_
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
_
(3) SEC USE ONLY
__________________________________________________________________
_
(4) SOURCE OF FUNDS
OO: Funds of investment advisory clients
__________________________________________________________________
_
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
__________________________________________________________________
_
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
__________________________________________________________________
_
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 1,017,900 shares
OWNED BY EACH REPORTING PERSON
________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 2,900,000 shares (Shared)
350,400 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 1,368,300 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 2,900,000 shares
__________________________________________________________________
_
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,268,300 shares
__________________________________________________________________
_
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES -X- See Item 5
__________________________________________________________________
_
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
15.4%
__________________________________________________________________
_
(14) TYPE OF REPORTING PERSON
IA
__________________________________________________________________
_
CUSIP No. 754907103 13D
__________________________________________________________________
_
(1) NAMES OF REPORTING PERSONS
Longleaf Partners Fund I.D. No. 62-147721
__________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
_
(3) SEC USE ONLY
__________________________________________________________________
_
(4) SOURCE OF FUNDS
OO: Funds of investment company shareholders
__________________________________________________________________
_
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
__________________________________________________________________
_
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts business trust
__________________________________________________________________
_
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
________________________________
WITH :(8) SHARED VOTING POWER
: 2,900,000 shares (Shared)
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
:
2,900,000 shares
__________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,900,000 shares
__________________________________________________________________
_
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
__________________________________________________________________
_
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
10.5%
__________________________________________________________________
_
(14) TYPE OF REPORTING PERSON
IV
__________________________________________________________________
_
CUSIP No. 754907103 13D
__________________________________________________________________
_
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
__________________________________________________________________
_
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
__________________________________________________________________
_
(3) SEC USE ONLY
__________________________________________________________________
_
(4) SOURCE OF FUNDS
OO: None
__________________________________________________________________
_
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
__________________________________________________________________
_
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
__________________________________________________________________
_
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON
________________________________
WITH :(8) SHARED VOTING POWER
: None
________________________________
:(9) SOLE DISPOSITIVE POWER
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: None
__________________________________________________________________
_
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 2)
__________________________________________________________________
_
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
__________________________________________________________________
_
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
__________________________________________________________________
_
(14) TYPE OF REPORTING PERSON
IN
__________________________________________________________________
_
Item 1. Security and Issuer
The class of equity security to which this statement on
Schedule 13D relates is the common stock (the "Securities") of
Rayonier, Inc., a North Carolina corporation (the "Issuer"). The
Issuer has its principal executive offices located at 50 North
Laura Street, Jacksonville, Florida 32202.
Item 2. Identity and Background
Subparagraphs (a), (b), and (c). This statement is
being filed by Southeastern Asset Management, Inc.
("Southeastern"), an investment advisor registered with the
Securities & Exchange Commission under the Investment Advisers Act
of 1940, as amended. The address of its principal office is 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119. Southeastern
serves as an
investment advisor to various individual clients,
institutions(including qualified retirement plans), endowment
funds and to Longleaf Partners Fund, a series of Longleaf Partners
Funds Trust, a registered investment company organized as a
Massachusetts business trust and having three series or
portfolios. This Fund, which is a joint filer of this Schedule
13D, may be reached c/o Southeastern Asset Management, Inc., 6410
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.
The Securities of the Issuer reported in Item 5 herein
were acquired on behalf of the investment advisory clients of
Southeastern Asset Management, Inc., including Longleaf Partners
Fund, under sole or shared discretionary authority granted
Southeastern. None of the Securities are owned by or on behalf of
Southeastern or by any of its directors or officers, or any
Trustees or officers of Longleaf.
This statement is also being filed by Mr. O. Mason Hawkins,
Chairman of the Board and Chief Executive Officer of Southeastern,
in the event he could be deemed to be an indirect beneficial owner
of the Securities reported by Southeastern through the exercise of
voting control and/or dispositive power over the Securities as the
result of his official positions or ownership of
voting securities of Southeastern. Neither Southeastern nor Mr.
Hawkins owns any Securities for its or his own account and each
disclaims beneficial interest in any of the Securities reported
herein.
(d) During the last five years, neither Southeastern,
Longleaf Partners Fund, nor Mr. Hawkins has been convicted in any
criminal proceeding.
(e) During the last five years, neither Southeastern,
Longleaf Partners Fund, nor Mr. Hawkins has been a party to any
civil or administrative proceeding involving any alleged
violations of any securities laws.
(f) Southeastern is a corporation organized and existing
under the laws of the State of Tennessee; Longleaf Partners Funds
Trust, of which Longleaf Partners Fund is a series, is a
Massachusetts business trust. Mr. Hawkins is a citizen of the
United States. The names, business addresses, and principal
occupations of each director and executive officer of
Southeastern, and each Trustee and executive officer of Longleaf
Partners Fund, are set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Southeastern
used approximately $163,086,281 in the aggregate to purchase the
Securities reported in this filing. All assets used to purchase
Securities were assets of these respective clients and none were
assets of Southeastern. In addition, none of the proceeds used to
purchase the Securities were provided through borrowings of any
nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been
purchased and held for investment purposes on behalf of client
accounts over which Southeastern has either sole or shared
discretionary investment or voting power. The Securities are
reported by Southeastern and by Mr. O. Mason Hawkins, Chairman of
the Board and Chief Executive Officer in the event that either
should be deemed to be a member of a group under Section 13(d)(3)
or the beneficial owner of these Securities under the provisions
of subparagraph (b)of Rule 13d-3 under the Securities Exchange Act
of 1934. Beneficial ownership on the part of Southeastern and Mr.
Hawkins as members of a group or as beneficial owners is expressly
disclaimed, as permitted by Rule 13d-4. All purchases of
Securities were made for investment purposes only, in the ordinary
course of business of Southeastern as a registered investment
advisor. Southeastern may purchase additional Securities on behalf
of clients in the future, or may sell all or a part of the current
holdings of the Securities.
Southeastern is engaged in the business of investment
management of its clients' assets and pursues an investment
philosophy of identifying undervalued situations and acquiring
positions in undervalued companies on behalf of its clients. In
pursuing this investment philosophy, Southeastern analyzes the
operations, capital structure and markets of companies in which
its clients invest and continuously monitors the business
operations of such companies through analysis of financial
statements and other public documents, through discussions with
knowledgeable industry observers, and with management of such
companies, often at management's invitation.
Southeastern qualifies as an institution which may elect
to file securities ownership reports required by the Securities
Exchange Act of 1934 on Schedule 13G and, as a routine matter,
Southeastern utilizes Schedule 13G for its reporting of the
ownership positions held by its investment advisory clients. As
the result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the
particular portfolio company's management or with third parties
about significant matters in which Southeastern may suggest
possible courses of action to assist in building corporate
intrinsic value per share or to cause the Company's true economic
value to be recognized. In such situations, Southeastern may
elect
to convert a filing on Schedule 13G to a filing on Schedule 13D in
order to be more active in corporate governance and management
matters, and to have the ability to enter into discussions with
third parties concerning proposed corporate transactions of a
significant nature.
In this situation, Southeastern intends to have
conversations with the Issuer's management, other shareholders,
and/or additional third parties regarding the possibility of an
action or transaction of the type described in clauses (a) through
(j) of Item 4 of the Schedule 13D form. To obtain the necessary
flexibility to discuss any such possible action or transaction
with any such third parties, other shareholders or with the
Issuer's management, Southeastern is accordingly converting its
ownership filing on Schedule 13G to a filing on Schedule 13D, as a
means of fulfilling its fiduciary duties to its clients.
Southeastern will thus be able to discuss any such proposals with
the respective third parties, shareholders and with management of
the Issuer in order to cause the Issuer's true economic value to
be realized. As the result of this filing on Schedule 13D, and
depending on the circumstances, Southeastern and its clients could
support one or more of the actions or transactions described in
clauses (a) through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to
which this Schedule 13D relates is 4,268,300 shares of the common
stock of the Issuer, constituting approximately 15.4% of the
27,717,242 shares outstanding.
Common % of outstanding
Shares Common Shares
Held
__________________________________________________________________
_
Voting Authority
Sole: 1,017,900 3.7%
Shared: 2,900,000* 10.5%
None: 350,400 1.2%
Total 4,268,300 15.4%
*Consists of shares owned by Longleaf Partners Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment
company registered under the Investment Company Act of 1940. Does
not include 186,300 shares held by one non-discretionary account
over which the filing parties have neither voting nor dispositive
authority. Beneficial ownership is expressly disclaimed with
respect to these shares.
Dispositive Authority
Sole: 1,368,300 4.9%
Shared: 2,900,000* 10.5%
Total 4,268,300 15.4%
*Consists of shares owned by Longleaf Partners Fund, a series of
Longleaf Partners Funds Trust, an open-end management investment
company registered under the Investment Company Act of 1940. Does
not include 186,300 shares held by one non-discretionary account
over which the filing parties have neither voting nor dispositive
authority. Beneficial ownership is expressly disclaimed with
respect to these shares.
(b) Southeastern generally has the sole power to dispose
of or to direct the disposition of the Securities held for
discretionary accounts of its investment clients, and may be
granted the sole power to vote or direct the vote of such
Securities; such powers may be retained by or shared with the
respective clients for shared or non-discretionary accounts, for
which Southeastern generally makes recommendations with respect
thereto. Shares held by any Series of Longleaf Partners Funds
Trust are reported in the "shared" category.
(c) There were no purchase or sale transactions in the
Securities during the past sixty days.
(d) The investment advisory clients of Southeastern have
the sole right to receive and, subject to notice, to withdraw the
proceeds from the sale of the Securities, and the sole power to
direct the receipt of dividends from any of the Securities held
for their respective accounts. Such clients may also terminate
the investment advisory agreements without penalty upon
appropriate notice. Southeastern does not have an economic
interest in any of the Securities reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities
owned by discretionary private accounts of Southeastern are
established in written investment advisory agreements between
clients and Southeastern, which are entered into in the normal and
usual course of the business of Southeastern as a registered
investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary
private account. There are no special or different agreements
relating to the Securities of the Issuer.
The written investment advisory agreements with clients
do not contain provisions relating to borrowing of funds to
finance the acquisition of the Securities, acquisition of control,
transfer of securities, joint ventures, or any of the other
transactions listed in the instructions to Item 7 of Schedule 13D
other than voting of proxies. In connection with voting,
Southeastern may be allowed or directed to vote the proxies
received by accounts classified as "discretionary" or "shared"
accounts; such authority is generally retained by the clients for
accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Information with Respect to Directors and Officers of
Southeastern Asset Management, Inc. and Longleaf Partners Fund.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: March 4, 2003
SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
LONGLEAF PARTNERS FUND
By: SOUTHEASTERN ASSET MANAGEMENT, INC.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel
O. MASON HAWKINS
(Individually)
/s/ O. Mason Hawkins
_______________________________
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G.
In
evidence thereof, the undersigned hereby execute this Agreement as
of the 4th day of March, 2003.
Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
__________________________________
Andrew R. McCarroll
Vice President and General Counsel
Longleaf Partners Fund
By: Southeastern Asset Management, Inc.
By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President and General Counsel
O. Mason Hawkins, Individually
/s/ O. Mason Hawkins
_______________________________
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for each of the
directors and executive officers of Southeastern: name; business
address; and present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such
individual
is Southeastern Asset Management, Inc., having its principal
executive offices located at 6410 Poplar Ave., Suite 900, Memphis,
Tennessee 38119. Each individual identified below is a citizen of
the United States.
To the knowledge of management of Southeastern, during the
last five years, no such person has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors),
and no such person was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities law or finding
any violation with respect to such laws.
SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors
O. Mason Hawkins: Director, Chairman of the Board and Chief
Executive Officer of Southeastern Asset Management, Inc.; Chairman
of the Board, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset
Management, Inc.; Trustee, Co-Portfolio Manager Longleaf Partners
Funds.
Frank N. Stanley, III: Director and Vice President of
Southeastern Asset Management, Inc.
Other Officers
James H. Barton Vice President
John B. Buford Vice President
C. T. Fitzpatrick Vice President
Lee B. Harper Vice President
Randy D. Holt Vice President and Secretary
Richard Hussey Vice President
Andrew R. McCarroll Vice President and General Counsel
E. Andrew McDermott Vice President
Joseph L. Ott Vice President and Treasurer
Deborah L. Sullivan Vice President-Trading
James E. Thompson, Jr. Vice President
Michael J. Wittke Vice President and Assistant General
Counsel
LONGLEAF PARTNERS FUND
The following information is disclosed for each of the
directors and executive officers of Longleaf Partners Fund: name;
address; and present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted. Each
individual identified below is a citizen of the United States. The
address of each individual for purposes of correspondence is c/o
Southeastern Asset Management, Inc., 6410 Poplar Avenue, Suite
900, Memphis, Tennessee 38119.
To the knowledge of management of Longleaf Partners Fund,
during the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities law or finding any violation with respect to such laws.
Trustees
O. Mason Hawkins: Director, Chairman of the Board and Chief
Executive Officer of Southeastern Asset Management, Inc.; Chairman
of the Board, Co-Portfolio Manager of Longleaf Partners Funds.
G. Staley Cates: Director and President of Southeastern Asset
Management, Inc.; Trustee, Co-Portfolio Manager Longleaf Partners
Funds.
Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds;
private investor and consultant.
Margaret H. Child: Trustee of Longleaf Partners Funds; Chief
Marketing and Business Development Officer for a Boston law firm.
Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior
Vice President-Marketing, Jacksonville Jaguars, Ltd.
Steven N. Melnyk: Trustee of Longleaf Partners Funds; private
investor and consultant.
C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the
Board and Secretary, SSM Corporation.
Perry C. Steger: Trustee of Longleaf Partners Funds; Director of
Products Strategy, National Instruments, Inc.