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March 30, 1994
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Filed herewith on behalf of Rayonier Inc. (the "Company") is a
Registration Statement on Form S-8 registering 383,000 Common Shares of the
Company to be issued under the Company's Substitute Stock Option Plan.
The registration fee has been sent by wire transfer to the appropriate
account at Mellon Bank in Pittsburgh, Pennsylvania.
Very truly yours,
M. Louise Turilli
MLT:hr
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
RAYONIER INC.
(Exact name of registrant as specified in its charter)
North Carolina 13-2607329
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
1177 Summer Street, Stamford, CT 06904
(Address of Principal Executive
Offices) (Zip Code)
Rayonier Substitute Stock Option Plan
(Full title of the plan)
John B. Canning, Esq.
Corporate Secretary and Associate General Counsel
Rayonier Inc.
1177 Summer Street, Stamford, Connecticut 06904
(Name and address of agent for service)
203-348-7000
(Telephone number, including zip code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Amount to be Proposed Proposed Amount of
securities to registered maximum maximum registration
be registered offering aggregate fee
price per offering
share price(1)
______________________________________________________________________________
Common Shares 383,000 $29.375 $11,250,625 $3,879.53
shares
______________________________________________________________________________
(1) Estimated solely for the purpose of calculating
the registration fee.
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.
Exhibit 4(c)
RAYONIER INC.
383,000 Common Shares
RAYONIER SUBSTITUTE STOCK OPTION PLAN
PLAN INFORMATION
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
The Prospectus covers such additional securities as may be issuable as a result
of anti-dilution provisions contained in the instruments pursuant to which
securities covered by the Prospectus are issued.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
March 21, 1994
Additional information about the Plan and its administration may be
obtained by writing the Manager of Stock Option Plan Administration, Rayonier
Inc., 1177 Summer Street, Stamford, CT 06904 or telephoning the Manager at
(203) 348-7000.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in the Prospectus shall be deemed to be modified or
superseded for purposes of the Prospectus to the extent that a statement
contained in the Prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in the Prospectus 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 the Prospectus. Any such document, as well as Rayonier's most recent annual
report to shareholders and any other report or communication distributed to
Rayonier shareholders generally, may be obtained without charge by written
request to John B. Canning, Corporate Secretary, Rayonier Inc., 1177 Summer
Street, Stamford, CT 06904 or by telephoning John Canning at (203) 348-7000.
TABLE OF CONTENTS
General Information . . . . . . . . . . . . . . . . . . 3
The Plan. . . . . . . . . . . . . . . . . . . . . . . . 4
Administration. . . . . . . . . . . . . . . . . . . . . 6
Federal Tax Treatment . . . . . . . . . . . . . . . . . 6
GENERAL INFORMATION
The Rayonier Substitute Stock Option Plan (the "Plan") has been appoved by
shareholders and by the Board of Directors of Rayonier Inc. and becomes
effective March 21, 1994.
This Prospectus covers Common Shares that may be subject to stock options
granted to certain executive officers of Rayonier Inc. under the Plan. The
maximum number of common shares of Rayonier Inc. (the "Common Shares") for
which options may be issued under the Plan is three hundred and eighty three
thousand shares (383,000). The options granted pursuant to the plan
("Substitute Stock Options") are in substitution for stock options previously
granted by ITT Corporation ("ITT") to such executives and surrendered by them
for cancellation. The Substitute Stock Options are designed to maintain the
economic value of each ITT option and the total number of Substitute Stock
Options granted is determined so that the aggregate spread between the exercise
price and the fair market value with respect thereto will equal such aggregate
spread with respect to the ITT options. It is believed that the granting of
Substitute Stock Options is beneficial to Rayonier and its shareholders since
it will allow Rayonier to restore meaningful compensation incentives to key
employees. Reference is made to the text of the Plan herein for a complete
description of awards permitted under the Plan and the relevant provisions and
conditions applicable thereto.
The prospectus does not cover resales of Common Shares acquired pursuant
to the provisions of the Plan. Resales may be subject to restrictions or
limitations imposed by the Securities Act of 1933 and the Securities Exchange
Act of 1934.
The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974. Furthermore, Section 401 of the
Internal Revenue Code relating to certain qualified pension, profit-sharing and
stock bonus plans does not apply to the Plan.
Plan participants receive information with respect to their participation,
including the date of grant, the exercise price, the amount exercisable and the
expiration date.
RAYONIER SUBSTITUTE STOCK OPTION PLAN
The following is the text of the Rayonier Substitute Stock Option Plan:
1. Purpose. The purpose of this Rayonier Substitute Stock Plan (the "Plan")
is to provide meaningful compensation in the form of options to acquire common
shares of Rayonier Inc. to selected executive employees of the Company who
surrendered options to acquire stock in ITT Corporation in connection with the
spin off of the shares of Rayonier Inc. to its shareholders on February 28,
1994.
2. Definitions. When used herein, the following terms shall have the
indicated meanings:
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation and Management Development Committee of
the Board or such other committee as may be designated by the Board to
administer the Plan, each member of which shall be both a member of the Board
and a "disinterested person" within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 or successor rule or regulation and no member
of which shall be, or shall have been, eligible to receive an Option under the
Plan or any other plan maintained by the Company to acquire stock options of
the Company at any time within the one year immediately preceding the member's
appointment to the Committee.
"Company" means Rayonier Inc. and its successors and assigns.
"Executive Employee" means an executive employee of the Company who held an
ITT Option.
"ITT" and "ITT Option" mean, respectively, the ITT Corporation and options to
acquire the common stock of ITT surrendered by executive employees in
connection with the spin off of the Company to its shareholders on February 28,
1994.
"Option" and "Option Agreement" mean, respectively, an option awarded
hereunder to purchase Stock of the Company and the written agreement evidencing
such Option.
"Stock" means the common shares of the Company.
3. Shares Subject to the Plan. The aggregate number of shares of Stock that
may be the subject of Options under the Plan is 383,000. Subject to this
limitation, shares of Stock to be issued upon the exercise of Options may be
made available from authorized but unissued shares or from shares purchased in
the open market.
4. Grant of Options and Option Agreements. It is intended that the Options
granted hereunder be in substitution for the ITT Options and that such Options
be designed to maintain the economic value of each ITT Option such that the
aggregate spread between the exercise price and the fair market value of the
Options granted hereunder will equal such aggregate spread with respect to the
ITT Options. With the foregoing intention in mind, the Committee shall (i)
designate the Execuitve Employees to be granted Options hereunder, (ii)
determine the number of shares of Stock subject to each Option, and (iii)
determine the terms and conditions of each Option, including without
limitation, the time or times when, and the manner in which, each Option shall
be exercisable, the duration of the exercise period, the Option price per
share, the permitted method of exercise, settlement and payment, the rules that
shall apply in the event of the termination of employment of the Executive
Employee and the events, if any, that may give rise to an Executive Employee's
right to accelerate the time of exercise of an Option. Each Option granted
under the Plan shall be evidenced by a written Option Agreement. Such
agreement shall be subject to and incorporate the express terms and conditions,
if any, required under the Plan or required by the Committee and shall be
governed by all of the terms and conditions applicable to non-qualified options
under the Rayonier 1994 Incentive Stock Plan, except to the extent specifically
provided by the Committee.
5. Stock Certificates. The Company shall not be required to issue or deliver
any certificates for shares of Stock prior to (i) the listing of such shares on
any stock exchange on which the Stock may then be listed and (ii) the
completion of any registration or qualification of such shares under any
federal or state law, or any ruling or regulation of any government body which
the Company shall, in its sole discretion, determine to be necessary or
advisable. All certificates for shares of Stock delivered under the Plan shall
also be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions. The foregoing
provisions of this Section 5(b) shall not be effective if and to the extent
that the shares of Stock delivered under the Plan are covered by an effective
and current registration statement under the Securities Act of 1933, or if and
so long as the Committee determines that application of such provisions is no
longer required or desirable. In making such determination, the Committee may
rely upon an opinion of counsel for the Company. No Executive Employee awarded
an Option shall have any right as a shareholder with respect to any shares
covered by his or her Option prior to the date of issuance to him or her of a
certificate or certificates for such shares.
6. Administration of the Plan. All decisions, determinations or actions of
the Committee made or taken pursuant to grants of authority under the Plan
shall be made or taken in the sole discretion of the Committee and shall be
final, conclusive and binding on all persons for all purposes. The Committee
shall have full power, discretion and authority to interpret, construe and
administer the Plan and any part thereof, including the Option Agreements
entered into thereunder, and its interpretations and constructions thereof and
actions taken thereunder shall be, except as otherwise determined by the Board,
final, conclusive and binding on all persons for all purposes. The Committee's
decisions and determinations under the Plan need not be uniform and may be made
selectively among Executive Employees, whether or not such Executive Employees
are similarly situated. The Committee may, in its sole discretion, delegate
such of its powers as it deems appropriate.
7. Amendment, Extension or Termination. The Board may, at any time, amend or
terminate the Plan and, specifically, may make such modifications to the Plan
as it deems necessary to avoid the application of Section 162(m) of the
Internal Revenue Code of 1986 (as now in effect or as hereafter amended) and
the Treasury regulations issued thereunder. No Option granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the optionee, an Option shall be
exercisable only by the Executive Employee to whom the Option is granted. In
the event of an Executive Employee's termination of employment, the following
provisions shall apply:
(A) If employment terminates because of the Executive Employee's Retirement or
Total Disability or death, any Option may be exercised to the full extent
permitted on the date of such event, by the Executive Employee or the person or
persons to whom the Executive Employee's rights under the Option pass by will,
or if none, by his or her executors or administrators, as the case may be, at
any time or from time to time within five years after the date of the Executive
Employee's termination of employment or death, as applicable, or within such
other period and subject to such terms and conditions as the Committee may
specify, but in any event not later than the original expiration date of the
Option. Any unexpired Option not fully exercisable immediately prior to such
optionee's retirement, disability or death shall become fully exercisable upon
such event unless the Committee, in its sole discretion, shall otherwise
determine.
(B) If employment terminates for any other reason, the Executive Employee may
exercise his or her Option to the extent that he or she shall have been
entitled to do so at the date of the termination of employment, at any time or
from time to time, within three months after the date of the termination of
employment or within such other period and subject to such terms and conditions
as the Committee may specify, but not later than the original expiration date
of the Option; provided that, if the Executive Employee voluntarily resigns
before eligibility for Retirement or he or she is terminated for cause as
determined by the Committee, the Option shall be cancelled coincident with the
effective date of the termination of employment.
8. Adjustments in Event of Change in Common Stock. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of
Stock or, stock dividend, merger or consolidation of the Company or sale by the
Company of all or a portion of its assets, the Committee may make such
adjustments in the Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Options, including the price payable upon the
exercise of such Option, as the Committee deems equitable.
9. Miscellaneous. Nothing in this Plan or any Option granted hereunder shall
confer upon any employee any right to continue in the employ of any the Company
or interfere in any way with the right of the Company to terminate his or her
employment at any time. No Executive Employee shall have any claim to an
Option until it is actually granted under the Plan. The Committee may cause to
be made, as a condition precedent to the exercise of an Option or otherwise,
appropriate arrangements with the Executive Employee or his or her beneficiary,
for the withholding of any federal, state, local or foreign taxes. The Plan
and the grant of Options shall be subject to all applicable federal and state
laws, rules, and regulations and to such approvals by any government or
regulatory agency as may be required. The terms of the Plan shall be binding
upon the Company and its successors and assigns. Captions preceding the
sections hereof are inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provision hereof.
10. Effective Date; Term of Plan. The effective date of the Plan shall be
March 21, 1994 and the Plan's termination date is December 31, 1994. No
Option shall be granted under this Plan after the Plan's termination date. The
Plan will continue in effect for existing Options as long as any such Option is
outstanding.
ADMINISTRATION
The Plan is administered by a Committee of the Board of Directors of
Rayonier, presently designated as the Compensation and Management Development
Committee, the members of which serve during the pleasure of the Board. The
Committee is composed of directors none of whom is an officer or employee of
Rayonier and none of whom is eligible to receive any award under the Plan.
FEDERAL INCOME TAX TREATMENT
The following is a brief summary of the current Federal income tax rules
generally applicable to Substitute Stock Options. Recipients of Substitute
Stock Options should consult their own tax advisors as to the specific Federal,
state and local tax consequences applicable to them.
Non-qualified Options. The Substitute Stock Options are non-qualified options.
An optionee is not subject to Federal income tax upon grant of a non-qualified
option. At the time of exercise, the optionee will realize compensation income
(subject to withholding) to the extent that the then fair market value of the
stock exceeds the option price. The amount of such income will constitute an
addition to the optionee's tax basis in the optioned stock. Sale of the shares
will result in capital gain or loss (long-term or short-term depending on the
optionee's holding period). Rayonier is entitled to a Federal tax deduction at
the same time and to the same extent that the optionee realizes compensation
income.
Golden Parachute Tax Penalties. The grant, acceleration or enhancment of a
Substitute Stock Options upon the occurrence of a change in control of the
Company may give rise, in whole or in part, to "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code and, to such
extent, will be nondeductible by Rayonier and subject to a 20% excise tax to
the recipient.
Exhibit 5
March 30, 1994
Rayonier Inc.
1177 Summer Street
Stamford, CT 06905
Dear Sirs:
I am Corporate Secretary and Associate General Counsel of Rayonier Inc., a
North Carolina corporation (the "Company"). In that capacity I have acted as
counsel for the Company with respect to the Registration Statement on Form S-8
under the Securities Act of 1933, as amended, as filed with the Securities and
Exchange Commission relating to 383,000 Common Shares of the Company (the
"Shares") to be issued pursuant to the Rayonier Substitute Stock Option Plan
(the "Plan").
I have examined originals or copies, certified or otherwise identified to my
satisfaction, of the Plan and such other documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary or advisable for purposes of the opinion as set forth below. I have
assumed the genuineness of the signatures on all documents examined by me
(other than those of officers and directors of the Company), the authenticity
of all documents submitted to me as originals and the conformity to all
corresponding originals of all documents submitted to me as copies.
Based on the foregoing, I am of the opinion that the Shares to be issued under
the Plan will, when so issued pursuant to the provisions of the Plan, be
validly issued, fully paid and non-assessable (assuming that, at the time of
such issuance, the Company has a sufficient number of authorized and unissued
Shares available for such issuance).
I am a member of the bar of the States of New York and Connecticut and express
no opinion to any matter relating to any law other than the law of the States
of New York and Connecticut, the Federal law of the United States and the North
Carolina Business Corporation Act.
I consent to the use of this opinion as Exhibit 5 to the aforesaid Registration
Statement. In giving such consent, I do not thereby admit that I am within the
category of person whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
John B. Canning
Secretary and Associate
General Counsel
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated March 1,
1994 included in Rayonier Inc.'s Form 10-K for the year ended December 31,
1993 and to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen & Co.
Arthur Andersen & Co.
Stamford, Connecticut,
March 29, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Gordon Ulmer
Name: Gordon Ulmer
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Rand V. Araskog
Name: Rand V. Araskog
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Burnell R. Roberts
Name: Burnell R. Roberts
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Katherine D. Ortega
Name: Katherine D. Ortega
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Paul G. Kirk, Jr.
Name: Paul G. Kirk, Jr.
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 19, 1994
/s/ William J. Alley
Name: William J. Alley
Title: Director
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true
and lawful attorneys-in-fact, with full power in each to act without the other
and with full power of substitution and resubstitution to sign in the name of
such person and in each of his or her offices and capacities in Rayonier Inc.
(the "Company") a Registration Statement of the Company on Form S-8 relating to
400,000 Common Shares of the Company issuable under the Company's Substitute
Stock Option Plan and all amendments (including post-effective amendments) and
supplements to such Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission.
Dated: March 21, 1994
/s/ Donald W. Griffin
Name: Donald W. Griffin
Title: Director