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March 29, 1994
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
In accordance with the regulations of the Securities and Exchange
Commission, Rayonier Inc. (the "Company") is filing electronically herewith
Post-Effective Amendment No. 1 to the Company's Registration Statement on Form
S-8 (No. 33-52445) and Post-Effective Amendment No. 1 to the Company's
Registration Statement on Form S-8 (No. 33-52437).
Very truly yours,
M. Louise Turilli
MLT:hr
Registration No. 33-52445
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
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
Officer) (Zip Code)
Rayonier Incentive Stock Plan
(Full title of the plan)
John B. Canning, Esq.
Corporate Secretary and Associate General Counsel
Rayonier Inc.
1117 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 Offering Proposed Amount of
securities registered price m a x i m u m registratio
t o b e p e r aggregate n fee(2)
registered unit(1) offering
price(1)
______________________________________________________________________________
C o m m o n 4,500,000 $32.875 $147,937,500 $51,012.93
Shares shares
______________________________________________________________________________
(1) For purposes of Rule 457(c), the date specified for determining the
average of the high and low prices reported in the consolidated reporting
system is February 25, 1994.
(2) Previously paid upon initial filing on March 1, 1994.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following additional Exhibits are filed herewith:
Exhibit
No. Title Location
24. Powers of attorney Filed herewith.
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 Post-Effective
Amendment No. 1 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 Post-
Effective Amendment No. 1 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
24. Powers of attorney Filed herewith.
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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") post-effective Amendment No. 1 to the Registration Statement of
the Company on Form S-8 relating to plan interests and 300,000 Common Shares of
the Company issuable under the Rayonier Investment and Savings Plan for
Salaried Employees and post-effective Amendment No. 1 to the Registration
Statement of the Company on Form S-8 relating to 4,500,000 Common Shares
issuable under the Rayonier 1994 Incentive Stock Plan and all additional
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