View:
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
RAYONIER 1994 INCENTIVE STOCK 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, 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 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be modified or superseded to the extent that a statement contained in the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 Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a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 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
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, dated February
4, 1994.
(c) Rayonier 1994 Incentive Stock 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 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 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 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
EXHIBIT INDEX
Exhibit
No. Title Location Page
4. Instruments defining the rights of security
holders, including indentures:
(a) Amended and Restated Filed herewith.
Articles of
(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 Not applicable.
financial 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 None.
furnished to state insurance
regulatory authorities.
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
ITT RAYONIER INCORPORATED
________________________________________
The Corporation hereinafter named has duly adopted these Amended and
Restated Articles of Incorporation (hereinafter, the "Articles of
Incorporation") for the purpose of continuing a business corporation formed
under and by virtue of the laws of the state of North Carolina, including
the provisions of the North Carolina Business Corporation Act, as amended
from time to time or any successor statute (the "NCBCA").
I.
The name of the corporation is ITT RAYONIER INCORPORATED (hereinafter,
the "Corporation").
II.
The Corporation shall have authority to issue 75,000,000 shares, of
which 60,000,000 shall be Common Shares, and of which 15,000,000 shares
shall be Preferred Shares, with the following powers, preferences and
rights, and qualifications, limitations and restrictions:
(a) Except as otherwise provided by law, each Common Share shall
have one vote, and, except as otherwise provided in respect of any series
of Preferred Shares hereafter classified or reclassified, the exclusive
voting power for all purposes shall be vested in the holders of the Common
Shares. In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common
Shares shall be entitled, after payment or provision for payment of the
debts and other liabilities of the Corporation and the amount to which the
holders of any series of Preferred Shares hereafter classified or
reclassified having a preference on distributions in the liquidation,
dissolution or winding up of the Corporation shall be entitled, to share
ratably in the remaining net assets of the Corporation.
(b) The Board of Directors is authorized, subject to limitations
prescribed by the NCBCA and these Articles of Incorporation, to adopt and
file from time to time articles of amendment that authorize the issuance of
Preferred Shares which may be divided into two or more series with such
preferences, limitations, and relative rights as the Board of Directors may
determine, provided, however, that no holder of any Preferred Share shall
be authorized or entitled to receive upon the involuntary liquidation of
the Corporation an amount in excess of $100.00 per Preferred Share.
(c) No holder of any share of the Corporation, whether now or
hereafter authorized, shall have any preemptive right to subscribe for or
to purchase any shares or other securities of the Corporation, nor have any
right to cumulate his votes for the election of Directors.
III.
The address of the registered office of the Corporation in the
State of North Carolina is 225 Hillsborough Street, Raleigh, Wake County,
North Carolina 27603; and the name of its initial registered agent at such
address is CT Corporation System.
IV.
(a) The Board of Directors shall have the exclusive power and
authority to direct the management of the business and affairs of the
Corporation and shall exercise all corporate powers, and possess all
authority, necessary or appropriate to carry out the intent of this
provision, and which are customarily exercised by the board of directors of
a public company. In furtherance of the foregoing, but without limitation,
the Board of Directors shall have the exclusive power and authority to: (i)
elect all officers of the Corporation as the Board may deem necessary or
desirable from time to time, to serve at the pleasure of the Board; (ii)
fix the compensation of such officers; (iii) fix the compensation of
Directors; and (iv) determine the time and place of all meetings of the
Board of Directors and Shareholders.
(b) The Board of Directors may create and make appointments to
one or more committees of the Board comprised exclusively of Directors who
will serve at the pleasure of the Board and who may have and exercise such
powers of the Board in directing the management of the business and affairs
of the Corporation as the Board may delegate, in its sole discretion,
consistent with the provisions of the NCBCA and these Articles of
Incorporation. The Board of Directors may not delegate its authority over
the expenditure of funds of the Corporation except to a committee of the
Board and except to one or more officers of the Corporation elected by the
Board. No committee comprised of persons other than members of the Board
of Directors shall possess or exercise any authority in the management of
the business and affairs of the Corporation.
(c) The Board of Directors may adopt, amend or repeal the
Corporation's bylaws, in whole or in part, including amendment or repeal of
any bylaw adopted by the Shareholders.
(d) A majority of the Directors in office shall constitute a
quorum for the transaction of business at a meeting of the Board of
Directors.
V.
(a) The number of Directors constituting the Board of Directors
shall be not less than three nor more than twelve, as may be fixed from
time to time by resolution duly adopted by the Board of Directors (except
that until the annual meeting of Shareholder in 1994 such number shall be
three). Provided that at the record date for the annual meeting of
Shareholders in 1995 the number of members of the Board of Directors equals
or exceeds the number then required under the NCBCA to stagger the terms of
directors, the Board of Directors shall be divided into three classes, as
nearly equal in number as may be possible, to serve respectively until the
annual meetings in 1995, 1996 and 1997 in the classes designated by the
Shareholder at the 1994 annual meeting, and until their successors shall be
elected and shall qualify, and thereafter the successors shall be elected
to serve for terms of three years and until their successors shall be
elected and shall qualify. However, if at the record date for the annual
meeting of Shareholders in 1995 there is not a sufficient number of members
of the Board of Directors to permit the terms of the Directors to be
staggered under the NCBCA, the terms of all Directors shall expire at the
next annual meeting of Shareholders. In the event of any increase or
decrease in the number of Directors during the time as there shall be
classes of Directors, the additional or eliminated directorships shall be
so classified or chosen such that all classes of Directors shall remain or
become equal in number, as nearly as may be possible.
(b) A vacancy occurring on the Board of Directors, including
without limitation, a vacancy resulting from an increase in the number of
Directors or from the failure by the Shareholders to elect the full
authorized number of Directors, may only be filled by a majority of the
remaining Directors or by the sole remaining Director in office. In the
event of the death, resignation, retirement, removal or disqualification of
a Director during his elected term of office, his successor shall serve
until the next Shareholders' meeting at which Directors are elected.
Directors may be removed from office only for cause.
(c) The only qualifications for Directors of the Corporation
shall be those set forth in these Articles of Incorporation. Directors
need not be residents of the State of North Carolina or Shareholders of the
Corporation.
VI.
(a) The Corporation shall, to the fullest extent permitted from
time to time by law, indemnify its Directors and officers against all
liabilities and expenses in any suit or proceeding, whether civil,
criminal, administrative or investigative, and whether or not brought by or
on behalf of the Corporation, including all appeals therefrom, arising out
of their status as such or their activities in any of the foregoing
capacities, unless the activities of the person to be indemnified were at
the time taken known or believed by him to be clearly in conflict with the
best interests of the Corporation. The Corporation shall likewise and to
the same extent indemnify any person who, at the request of the
Corporation, is or was serving as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, or as a trustee or administrator
under any employee benefit plan.
(b) The right to be indemnified hereunder shall include, without
limitation, the right of a Director or officer to be paid expenses in
advance of the final disposition of any proceeding upon receipt of an
undertaking to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified hereunder.
(c) A person entitled to indemnification hereunder shall also be
paid reasonable costs, expenses and attorneys' fees (including expenses) in
connection with the enforcement of rights to the indemnification granted
hereunder.
(d) The foregoing rights of indemnification shall not be
exclusive of any other rights to which those seeking indemnification may be
entitled and shall not be limited by the provisions of Section 55-8-51 of
the General Statutes of North Carolina or any successor statute.
(e) The Board of Directors may take such action as it deems
necessary or desirable to carry out these indemnification provisions,
including adopting procedures for determining and enforcing the rights
guaranteed hereunder, and the Board of Directors is expressly empowered to
adopt, approve and amend from time to time such bylaws, resolutions or
contracts implementing such provisions or such further indemnification
arrangement as may be permitted by law.
(f) Neither the amendment or repeal of this Article, nor the
adoption of any provision of these Articles of Incorporation inconsistent
with this Article, shall eliminate or reduce any right to indemnification
afforded by this Article to any person with respect to their status or any
activities in their official capacities prior to such amendment, repeal or
adoption.
VII.
To the full extent from time to time permitted by law, no person who
is serving or who has served as a Director of the Corporation shall be
personally liable in any action for monetary damages for breach of any duty
as a Director, whether such action is brought by or in the right of the
Corporation or otherwise. Neither the amendment or repeal of this Article,
nor the adoption of any provision of these Articles of Incorporation
inconsistent with this Article, shall eliminate or reduce the protection
afforded by this Article to a Director of the Corporation with respect to
any matter which occurred, or any cause of action, suit or claim which but
for this Article would have accrued or risen, prior to such amendment,
repeal or adoption.
VIII.
The provisions of Article 9A of the NCBCA shall not be applicable to
the Corporation.
IX.
Except as may be otherwise determined by the Board of Directors, the
Shareholders of the Corporation shall have access as a matter of right only
to the books and records of the Corporation as may be required to be made
available to qualified Shareholders by the NCBCA.
X.
To the extent that there ever may be any inconsistency between these
Articles of Incorporation and the bylaws of the Corporation as may be
adopted or amended from time to time, the Articles of Incorporation shall
always control.
ARTICLES OF AMENDMENT
OF
ITT RAYONIER INCORPORATED
Pursuant to *55-10-06 of the General Statutes of North Carolina, the
undersigned corporation hereby submits these Articles of Amendment for the
purpose of amending its Articles of Incorporation:
1. The name of the corporation is ITT Rayonier Incorporated;
2. The text of the amendment is as follows:
Article I of the Amended and Restated Articles of
Incorporation of the Corporation is amended to read in its
entirety as follows:
I
The name of the corporation is RAYONIER INC.
(hereinafter, the "Corporation").
3. The amendment required shareholder approval, which was
obtained by written action without meeting of the sole shareholder of the
corporation effective the second day of February, 1994 in the manner
required by Chapter 55 of the North Carolina Business Corporation Act.
4. The amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
5. The amendment will be effective upon filing.
This the 17th day of February, 1994.
ITT RAYONIER INCORPORATED
By/s/W.L. Nutter
W.L. Nutter
Executive Vice President
1994 RAYONIER INCENTIVE STOCK PLAN
The following is the text of the 1994 Rayonier Incentive Stock Plan:
1. Purpose
The purpose of the 1994 Rayonier Incentive Stock Plan is to motivate
and reward superior performance on the part of employees of Rayonier and
its subsidiaries and to thereby attract and retain employees of superior
ability. In addition, the Plan is intended to further opportunities for
stock ownership by such employees in order to increase their proprietary
interest in Rayonier and, as a result, their interest in the success of the
Company. Awards will be made, in the discretion of the Committee, to Key
Employees (including officers and directors who are also employees) whose
responsibilities and decisions directly affect the performance of any
Participating Company and its subsidiaries. Such incentive awards may
consist of stock options, stock appreciation rights payable in stock or
cash, performance shares, restricted stock or any combination of the
foregoing, as the Committee may determine.
2. Definitions
When used herein, the following terms shall have the following
meanings:
"Acceleration Event" means the occurrence of an event defined in
Section 9 of the Plan.
"Act" means the Securities Exchange Act of 1934.
"Award" means an award granted to any Key Employee in accordance with
the provisions of the Plan in the form of Options, Rights, Performance
Shares or Restricted Stock, or any combination of the foregoing.
"Award Agreement" means the written agreement evidencing each Award
granted to a Key Employee under the Plan.
"Beneficiary" means the beneficiary or beneficiaries designated
pursuant to Section 10 to receive the amount, if any, payable under the
Plan upon the death of a Key Employee.
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as now in effect or as
hereafter amended. (All citations to sections of the Code are to such
sections as they may from time to time be amended or renumbered.)
"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.
"Company" means Rayonier Inc. and its successors and assigns.
"Fair Market Value", unless otherwise indicated in the provisions of
this Plan, means, as of any date, the composite closing price for one share
of Stock on the New York Stock Exchange or, if no sales of Stock have taken
place on such date, the composite closing price on the most recent date on
which selling prices were quoted, the determination to be made in the
discretion of the Committee.
"Incentive Stock Option" means a stock option qualified under Section
422 of the Code.
"Key Employee" means an employee (including any officer or director
who is also an employee) of any Participating Company whose
responsibilities and decisions, in the judgment of the Committee, directly
affect the performance of the Company and its subsidiaries.
"Limited Stock Appreciation Right" means a stock appreciation right
which shall become exercisable automatically upon the occurrence of an
Acceleration Event as described in Section 9 of the Plan.
"Option" means an option awarded under Section 5 of the Plan to
purchase Stock of the Company, which option may be an Incentive Stock
Option or a non-qualified stock option.
"Participating Company" means the Company or any subsidiary or other
affiliate of the Company; provided, however, for Incentive Stock Options
only, "Participating Company" means the Company or any corporation which at
the time such Option is granted qualifies as a "subsidiary" of the Company
under Section 425(f) of the Code.
"Performance Share" means a performance share awarded under Section 6
of the Plan.
"Plan" means the 1994 Rayonier Incentive Stock Plan, as the same may
be amended, administered or interpreted from time to time.
"Plan Year" means the calendar year.
"Retirement" means eligibility to receive immediate retirement
benefits under a Participating Company pension plan.
"Restricted Stock" means Stock awarded under Section 7 of the Plan
subject to such restrictions as the Committee deems appropriate or
desirable.
"Right" means a stock appreciation right awarded in connection with an
option under Section 5 of the Plan.
"Stock" means the common shares of the Company.
"Total Disability" means the complete and permanent inability of a Key
Employee to perform all of his or her duties under the terms of his or her
employment with any Participating Company, as determined by the Committee
upon the basis of such evidence, including independent medical reports and
data, as the Committee deems appropriate or necessary.
"Voting Securities" means any securities of the Company that vote
generally in the election of directors.
3. Shares Subject to the Plan
The aggregate number of shares of Stock which may be awarded under the
Plan in any Plan Year shall be subject to an annual limit. The maximum
number of shares of Stock for which Awards may be granted under the Plan in
each Plan Year shall be 1.5 percent (l.5%) of the total of the issued and
outstanding shares of Stock reported in the Annual Report on Form 10-K of
the Company for the fiscal year ending immediately prior to any Plan Year.
Any unused portion of the annual limit for any Plan Year shall be carried
forward and be made available for awards in succeeding Plan Years.
In addition to the foregoing, in no event shall more than one million
(1,000,000) shares of Stock be cumulatively available for Awards of
incentive stock options under the Plan, and provided further, that no more
than twenty percent (20%) of such total number of shares on a cumulative
basis shall be available for restricted stock and performance shares
Awards. For any Plan Year, no individual employee may receive an Award of
stock options for more than ten percent (10%) of the annual limit on
available shares applicable to that Plan Year.
Subject to the above limitations, shares of Stock to be issued under
the Plan may be made available from the authorized but unissued shares, or
from shares purchased in the open market. For the purpose of computing the
total number of shares of Stock available for Awards under the Plan, there
shall be counted against the foregoing limitations the number of shares of
Stock which equal the value of performance share Awards, in each case
determined as at the dates on which such Awards are granted. If any Awards
under the Plan are forfeited, terminated, expire unexercised, are settled
in cash in lieu of Stock or are exchanged for other Awards, the shares of
Stock which were theretofore subject to such Awards shall again be
available for Awards under the Plan to the extent of such forfeiture or
expiration of such Awards. Further, any shares that are exchanged (either
actually or constructively) by optionees as full or partial payment to the
Company of the purchase price of shares being acquired through the exercise
of a stock option granted under the Plan may be available for subsequent
Awards, provided however, that such shares may be awarded only to those
participants who are not directors or executive officers (as that term is
defined in the rules and regulations under Section 16 of the Exchange Act).
For the initial Plan Year commencing March 1, 1994, the applicable annual
limit shall be 443,505 shares of Stock.
4. Grant of Awards and Award Agreements
(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of
Key Employees to whom Awards are to be granted; (ii) determine the form or
forms of Award to be granted to any Key Employee; (iii) determine the
amount or number of shares of Stock subject to each Award; and (iv)
determine the terms and conditions of each Award.
(b) Each Award granted under the Plan shall be evidenced by a written
Award 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.
5. Stock Options and Rights
(a) With respect to Options and Rights, the Committee shall (i)
authorize the granting of Incentive Stock Options, non-qualified stock
options, or a combination of Incentive Stock Options and non-qualified
stock options; (ii) authorize the granting of Rights which may be granted
in connection with all or part of any Option granted under this Plan,
either concurrently with the grant of the option or at any time thereafter
during the term of the Option; (iii) determine the number of shares of
Stock subject to each Option or the number of shares of Stock that shall be
used to determine the value of a Right; and (iv) determine the time or
times when and the manner in which each Option or Right shall be
exercisable and the duration of the exercise period.
(b) Any option issued hereunder which is intended to qualify as an
Incentive Stock Option shall be subject to such limitations or requirements
as may be necessary for the purposes of Section 422 of the Code or any
regulations and rulings thereunder to the extent and in such form as
determined by the Committee in its discretion.
(c) Rights may be granted only to Key Employees who may be considered
directors or officers of the Company for purposes of Section 16 of the Act.
(d) The exercise period for a non-qualified stock option and any
related Right shall not exceed ten years and two days from the date of
grant, and the exercise period for an Incentive Stock Option and any
related Right shall not exceed ten years from the date of grant.
(e) The Option price per share shall be determined by the Committee
at the time any Option is granted and shall be not less than the Fair
Market Value of one share of Stock on the date the Option is granted.
(f) No part of any Option or Right may be exercised until the Key
Employee who has been granted the Award shall have remained in the employ
of a Participating Company for such period after the date of grant as the
Committee may specify, if any, and the Committee may further require
exercisability in installments; provided, however, the period during which
a Right is exercisable shall commence no earlier than six months following
the date the Option or Right is granted.
(g) The purchase price of the shares as to which an Option shall be
exercised shall be paid to the Company at the time of exercise either in
cash or Stock already owned by the optionee having a total Fair Market
Value equal to the purchase price, or a combination of cash and Stock
having a total fair market value, as so determined, equal to the purchase
price. The Committee shall determine acceptable methods for tendering
Stock as payment upon exercise of an Option and may impose such limitations
and prohibitions on the use of Stock to exercise an Option as it deems
appropriate.
(h) Unless Section 9 shall provide otherwise, Rights granted to a
director or officer shall terminate when such person ceases to be
considered a director or officer of the Company subject to Section 16 of
the Act.
(i) In case of termination of employment, the following provisions
shall apply:
(A) If a Key Employee who has been granted an Option shall die
before such Option has expired, his or her Option may be exercised in
full by the person or persons to whom the Key Employee's rights under
the Option pass by will,or if no such person has such right, by his or
her executors or administrators, at any time, or from time to time,
within five years after the date of the Key Employee's death or within
such other period, and subject to such terms and conditions as the
Committee may specify, but not later than the expiration date
specified in Section 5(d) above.
(B) If the Key Employee's employment by any Participating
Company terminates because of his or her Retirement or Total
Disability, he or she may exercise his or her Options in full at any
time, or from time to time, within five years after the date of the
termination of his or her employment or within such other period, and
subject to such terms and conditions as the Committee may specify, but
not later than the expiration date specified in Section 5(d) above.
Any such Options not fully exercisable immediately prior to such
optionee's retirement shall become fully exercisable upon such
retirement unless the Committee, in its sole discretion, shall
otherwise determine.
(C) Except as provided in Section 9, if the Key Employee shall
voluntarily resign before eligibility for Retirement or he or she is
terminated for cause as determined by the Committee, the Options or
Rights shall be cancelled coincident with the effective date of the
termination of employment.
(D) If the Key Employee's employment terminates for any other
reason, he or she may exercise his or her Options, to the extent that
he or she shall have been entitled to do so at the date of the
termination of his or her employment, at any time, or from time to
time, within three months after the date of the termination of his or
her employment or within such other period, and subject to such terms
and conditions as the Committee may specify, but not later than the
expiration date specified in Section 5(d) above.
(j) No Option or Right 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 or Right shall be exercisable only by
the Key Employee to whom the Option or Right is granted.
(k) With respect to an Incentive Stock Option, the Committee shall
specify such terms and provisions as the Committee may determine to be
necessary or desirable in order to qualify such Option as an "incentive
stock option" within the meaning of Section 422 of the Code.
(1) With respect to the exercisability and settlement of Rights:
(i) Upon exercise of a Right, the Key Employee shall be
entitled, subject to such terms and conditions the Committee may
specify, to receive upon exercise thereof all or a portion of the
excess of (A) the Fair Market Value of a specified number of
shares of Stock at the time of exercise, as determined by the
Committee, over (B) a specified amount which shall not, subject
to Section 5(e), be less than the Fair Market Value of such
specified number of shares of Stock at the time the Right is
granted. Upon exercise of a Right, payment of such excess shall
be made as the Committee shall specify in cash, the issuance or
transfer to the Key Employee of whole shares of Stock with a Fair
Market Value at such time equal to any excess, or a combination
of cash and shares of Stock with a combined Fair Market Value at
such time equal to any such excess, all as determined by the
Committee. The Company will not issue a fractional share of
Stock and, if a fractional share would otherwise be issuable, the
Company shall pay cash equal to the Fair Market Value of the
fractional share of Stock at such time.
(ii) For the purposes of Subsection (i) of this Section
5(l), in the case of any such Right or portion thereof, other
than a Right related to an Incentive Stock Option, exercised for
cash during a "window period" specified by Rule 16b-3 under the
Act, the Fair Market Value of the Stock at the time of such
exercise shall be the highest composite daily closing price of
the Stock during such window period.
(iii) In the event of the exercise of such Right, the
Company's obligation in respect of any related Option or such
portion thereof will be discharged by payment of the Right so
exercised.
6. Performance Shares
(a) Subject to the provisions of the Plan, the Committee shall (i)
determine and designate from time to time those Key Employees or groups of
Key Employees to whom Awards of Performance Shares are to be made, (ii)
determine the Performance Period (the "Performance Period") and Performance
Objectives (the "Performance Objectives") applicable to such Awards, (iii)
determine the form of settlement of a Performance Share and (iv) generally
determine the terms and conditions of each such Award. At any date, each
Performance Share shall have a value equal to the Fair Market Value of a
share of Stock at such date; provided that the Committee may limit the
aggregate amount payable upon the settlement of any Award.
(b) The Committee shall determine a Performance Period of not less
than two nor more than five years. Performance Periods may overlap and Key
Employees may participate simultaneously with respect to Performance Shares
for which different Performance Periods are prescribed.
(c) The Committee shall determine the Performance Objectives of
Awards of Performance Shares. Performance Objectives may vary from Key
Employee to Key Employee and between groups of Key Employees and shall be
based upon such performance criteria or combination of factor as the
Committee may deem appropriate, including, but not limited to, minimum
earnings per share or return on equity. If during the course of a
Performance Period there shall occur significant events which the Committee
expects to have a substantial effect on the applicable Performance
Objectives during such period, the Committee may revise such Performance
Objectives.
(d) At the beginning of a Performance Period, the Committee shall
determine for each Key Employee or group of Key Employees the number of
Performance Shares or the percentage of Performance Shares which shall be
paid to the Key Employee or member of the group of Key Employees if
Performance Objectives are met in whole or in part.
(e) If a Key Employee terminates service with all Participating
Companies during a Performance Period because of death, Total Disability,
Retirement, or under other circumstances where the Committee in its sole
discretion finds that a waiver would be in the best interests of the
Company, that Key Employee may, as determined by the Committee, be entitled
to an Award of Performance Shares at the end of the Performance Period
based upon the extent to which the Performance Objectives were satisfied at
the end of such period and prorated for the portion of the Performance
Period during which the Key Employee was employed by any Participating
Company; provided, however, the Committee may provide for an earlier
payment in settlement of such Performance Shares in such amount and under
such terms and conditions as the Committee deems appropriate or desirable.
If a Key Employee terminates service with all Participating Companies
during a Performance Period for any other reason, then such Key Employee
shall not be entitled to any Award with respect to that Performance Period
unless the Committee shall otherwise determine.
(f) Each Award of a Performance Share shall be paid in whole shares
of Stock, or cash, or a combination of Stock and cash either as a lump sum
payment or in annual installments, all as the Committee shall determine,
with payment to commence as soon as practicable after the end of the
relevant Performance Period.
7. Restricted Stock
(a) Restricted Stock shall be subject to a restriction period (after
which restrictions will lapse) which shall mean a period commencing on the
date the Award is granted and ending on such date as the Committee shall
determine (the "Restriction Period"). The Committee may provide for the
lapse of restrictions in installments where deemed appropriate.
(b) Except when the Committee determines otherwise pursuant to
Section 7(d), if a Key Employee terminates employment with all
Participating Companies for any reason before the expiration of the
Restriction Period, all shares of Restricted Stock still subject to
restriction shall be forfeited by the Key Employee and shall be reacquired
by the Company.
(c) Except as otherwise provided in this Section 7, no shares of
Restricted Stock received by a Key Employee shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period.
(d) In cases of death, Total Disability or Retirement or in cases of
special circumstances, the Committee may, in its sole discretion when it
finds that a waiver would be in the best interests of the Company, elect to
waive any or all remaining restrictions with respect to such Key Employee's
Restricted Stock.
(e) The Committee may require, under such terms and conditions as it
deems appropriate or desirable, that the certificates for Stock delivered
under the Plan may be held in custody by a bank or other institution, or
that the Company may itself hold such shares in custody until the
Restriction Period expires or until restrictions thereon otherwise lapse,
and may require, as a condition of any Award of Restricted Stock that the
Key Employee shall have delivered a stock power endorsed in blank relating
to the Restricted Stock.
(f) Nothing in this Section 7 shall preclude a Key Employee from
exchanging any shares of Restricted Stock subject to the restrictions
contained herein for any other shares of Stock that are similarly
restricted.
(g) Subject to Section 7(e) and Section 8, each Key Employee entitled
to receive Restricted Stock under the Plan shall be issued a certificate
for the shares of Stock. Such certificate shall be registered in the name
of the Key Employee, and shall bear an appropriate legend reciting the
terms, conditions and restrictions, if any, applicable to such Award and
shall be subject to appropriate stop-transfer orders.
8. Certificates for Awards of Stock
(a) 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.
(b) 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 8(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.
(c) Except for the restrictions on Restricted Stock under Section 7,
each Key Employee who receives Stock in settlement of an Award of Stock,
shall have all of the rights of a shareholder with respect to such shares,
including the right to vote the shares and receive dividends and other
distributions. No Key Employee awarded an Option, a Right or Performance
Share shall have any right as a shareholder with respect to any shares
covered by his or her Option, Right or Performance Share prior to the date
of issuance to him or her of a certificate or certificates for such shares.
9. Acceleration Events
(a) For purposes of this Plan, an Acceleration Event shall be deemed
to have occurred if after the date hereof (i) a report on Schedule 13D
shall be filed with the Securities and Exchange Commission pursuant to
Section 13(d) of the Act disclosing that any person other than the Company
or any employee benefit plan sponsored by the Company, is the beneficial
owner (as the term is defined in Rule 13d-3 under the Act) directly or
indirectly, of twenty percent or more of the total voting power represented
by the Company's then outstanding Voting Securities (calculated as provided
in paragraph (d) of Rule 13d-3 under the Act in the case of rights to
acquire Voting Securities); or (ii) any person, other than the Company or
any employee benefit plan sponsored by the Company, shall purchase shares
pursuant to a tender offer or exchange offer to acquire any voting
Securities of the Company (or securities convertible into such Voting
Securities) for cash, securities or any other consideration, provided that
after consummation of the offer, the person in question is the beneficial
owner directly or indirectly, of twenty percent or more of the total voting
power represented by the Company's then outstanding Voting Securities (all
as calculated under clause (i)); or (iii) the stockholders of the Company
shall approve (A) any consolidation or merger of the Company in which the
Company is not the continuing or surviving corporation (other than a merger
of the Company in which holders of Common Shares of the Company immediately
prior to the merger have the same proportionate ownership of Common Shares
of the surviving corporation immediately after the merger as immediately
before), or pursuant to which Common Shares of the Company would be
converted into cash, securities or other property, or (B) any sale, lease,
exchange of other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Company; or
(iv) there shall have been a change in the composition of the Board of
Directors of the Company at any time during any consecutive twenty four
month period such that "continuing directors" cease for any reason to
constitute at least a 70% majority of the Board. For purposes of this
clause, "continuing directors" means those members of the Board who either
were directors at the beginning of such consecutive twenty-four month
period or were elected by or on the nomination or recommendation of a least
a 70% majority of the then-existing Board. So long as there has not been a
Acceleration Event within the meaning of clause (iv), the Board of
Directors may adopt by a 70% majority vote of the "continuing directors" a
resolution to the effect that a prior Acceleration Event within the meaning
of clauses (i) or (ii) is no longer applicable for the purposes of Section
9(b).
(b) Notwithstanding any provisions in this Plan to the contrary:
(i) Each outstanding Option granted under the Plan shall become
immediately exercisable in full for the aggregate number of shares
covered thereby and all related Rights shall also become exercisable
upon the occurrence of an Acceleration Event described in this Section
9 and shall continue to be exercisable in full for cash for a period
of 60 calendar days beginning on the date that such Acceleration Event
occurs and ending on the 60th calendar day following that date;
provided, however, that (A) no Right shall become exercisable earlier
than six months following the date the Right is granted, and (B) no
Option or Right shall be exercisable beyond the expiration date of its
original term.
(ii) Options and Rights shall not terminate and shall continue to
be fully exercisable for a period of seven months following the
occurrence of an Acceleration Event in the case of an employee who is
terminated other than for just cause or who voluntarily terminates his
or her employment because he or she in good faith believes that as a
result of such Acceleration Event he or she is unable effectively to
discharge his or her present duties or the duties of the position he
or she occupied just prior to the occurrence of such Acceleration
Event. For purposes of Section 9 only, termination shall be for "just
cause" only if such termination is based on fraud, misappropriation or
embezzlement on the part of the employee which results in a final
conviction of a felony. Under no circumstances, however, shall any
Option or Right be exercised beyond the expiration date of its
original term.
(iii) Any Right or portion thereof may be exercised for cash
within the 60-calendar-day period following the occurrence of an
Acceleration Event with settlement, except in the case of a Right
related to an Incentive Stock Option, based on the "Formula Price"
which shall be the highest of (A) the highest composite daily closing
price of the Stock during the period beginning on the 60th calendar
day prior to the date on which the Right is exercised and ending on
the date such Right is exercised, (B) the highest gross price paid for
the Stock during the same period of time, as reported in a report on
Schedule 13D filed with the Securities and Exchange Commission or (C)
the highest gross price paid or to be paid for a share of Stock
(whether by way of exchange, conversion, distribution upon merger,
liquidation or otherwise) in any of the transactions set forth in this
Section 9 as constituting an Acceleration Event.
(iv) Upon the occurrence of an Acceleration Event, Limited Stock
Appreciation Rights shall automatically be granted as to any Option
with respect to which Rights are not then outstanding; provided,
however, that Limited Stock Appreciation Rights shall be provided at
the time of grant of any Incentive Stock Option subject to
exercisability upon the occurrence of an Acceleration Event. Limited
Stock Appreciation Rights shall entitle the holder thereof, upon
exercise of such rights and surrender of the related Option or any
portion thereof, to receive, without payment to the Company (except
for applicable withholding taxes), an amount in cash equal to the
excess, if any, of the Formula Price as that term is defined in
Section 9 over the option price of the Stock as provided in such
Option; provided that in the case of the exercise of any such Limited
Stock Appreciation Right or portion thereof related to an Incentive
Stock Option, the Fair Market Value of the Stock at the time of such
exercise shall be substituted for the Formula Price. Each such
Limited Stock Appreciation Right shall be exercisable only during the
period beginning on the first business day following the occurrence of
such Acceleration Event and ending on the 60th calendar day following
such date and only to the same extent the related Option is
exercisable. In the case of persons who are considered directors or
officers of the Company for purposes of Section 16 of the Act, Limited
Stock Appreciation Rights shall not be so exercisable until they have
been outstanding for at least six months. Upon exercise of a Limited
Stock Appreciation Right and surrender of the related Option, or
portion thereof, such Option, to the extent surrendered, shall not
thereafter be exercisable.
(v) The restrictions applicable to Awards of Restricted Stock
issued pursuant to Section 7 shall lapse upon the occurrence of an
Acceleration Event and the Company shall issue stock certificates
without a restrictive legend. Key Employees holding Restricted Stock
on the date of an Acceleration Event may tender such Restricted Stock
to the Company which shall pay the Formula Price as that term is
defined in Section 9; provided, such Restricted Stock must be tendered
to the Company within 60 calendar days of the Acceleration Event.
(vi) If an Acceleration Event occurs during the course of a
Performance Period applicable to an Award of Performance Shares
pursuant to Section 6, then the Key Employee shall be deemed to have
satisfied the Performance Objectives and settlement of such
Performance Shares shall be based on the Formula Price, as defined in
this Section 9.
10. Beneficiary
(a) Each Key Employee shall file with the Company a written
designation of one or more persons as the Beneficiary who shall be entitled
to receive the Award, if any, payable under the Plan upon his or her death.
A Key Employee may from time-to-time revoke or change his or her
Beneficiary designation without the consent of any prior Beneficiary by
filing a new designation with the Company. The last such designation
received by the Company shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless
received by the Company prior to the Key Employee's death, and in no event
shall it be effective as of a date prior to such receipt.
(b) If no such Beneficiary designation is in effect at the time of a
Key Employee's death, or if no designated Beneficiary survives the Key
Employee or if such designation conflicts with law, the Key Employee's
estate shall be entitled to receive the Award, if any, payable under the
Plan upon his or her death. If the Committee is in doubt as to the right
of any person to receive such Award, the Company may retain such Award,
without liability for any interest thereon, until the Committee determines
the rights thereto, or the Company may pay such Award into any court of
appropriate jurisdiction and such payment shall be a complete discharge of
the liability of the Company therefor.
11. Administration of the Plan
(a) Each member of the Committee shall be both a member of the Board
and a "disinterested person" within the meaning of Rule 16b-3 under the Act
or successor rule or regulation. No member of the Committee shall be, or
shall have been, eligible to receive an Award under the Plan or any other
plan maintained by any Participating Company to acquire stock, stock
options, stock appreciation rights, performance shares or restricted stock
of a Participating Company at any time within the one year immediately
preceding the member's appointment to the Committee.
(b) 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.
(c) The Committee shall have full power, discretion and authority to
interpret, construe and administer the Plan and any part thereof, 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.
(d) The Committee's decisions and determinations under the Plan need
not be uniform and may be made selectively among Key Employees, whether or
not such Key Employees are similarly situated.
(e) The Committee may, in its sole discretion, delegate such of its
powers as it deems appropriate.
(f) If an Acceleration Event has not occurred and if the Committee
determines that a Key Employee has taken action inimical to the best
interests of any Participating Company, the Committee may, in its sole
discretion, terminate in whole or in part such portion of any Option
(including any related Right) as has not yet become exercisable at the time
of termination, terminate any Performance Share Award for which the
Performance Period has not been completed or terminate any Award of
Restricted Stock for which the Restriction Period has not lapsed.
12. 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 Code and the Treasury
regulations issued thereunder. However, no amendment shall, without
approval by a majority of the Company's stockholders, (a) alter the group
of persons eligible to participate in the Plan, (b) except as provided in
Section 13 increase the maximum number of shares of Stock which are
available for Awards under the Plan or (c) extend the period during which
awards may be granted beyond December 31, 2003. If an Acceleration Event
has occurred, no amendment or termination shall impair the rights of any
person with respect to a prior Award.
13. 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
Awards, including Stock subject to purchase by an Option, or the terms,
conditions or restrictions on Stock or Awards, including the price payable
upon the exercise of such Option, as the Committee deems equitable.
14. Miscellaneous
(a) Except as provided in Section 9, nothing in this Plan or any
Award granted hereunder shall confer upon any employee any right to
continue in the employ of any Participating Company or interfere in any way
with the right of any Participating Company to terminate his or her
employment at any time. No Award payable under the Plan shall be deemed
salary or compensation for the purpose of computing benefits under any
employee benefit plan or other arrangement of any Participating Company for
the benefit of its employees unless the Company shall determine otherwise.
No Key Employee shall have any claim to an Award until it is actually
granted under the Plan. To the extent that any person acquires a right to
receive payments from the Company under this Plan, such right shall be no
greater than the right of an unsecured general creditor of the Company.
All payments to be made hereunder shall be paid from the general funds of
the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts
except as provided in Section 7(e) with respect to Restricted Stock.
(b) The Committee may cause to be made, as a condition precedent to
the payment of any Award, or otherwise, appropriate arrangements with the
Key Employee or his or her Beneficiary, for the withholding of any federal,
state, local or foreign taxes.
(c) The Plan and the grant of Awards 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.
(d) The terms of the Plan shall be binding upon the Company and its
successors and assigns.
(e) 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.
15. Effective Date, Term of Plan and Shareholder Approval
The effective date of the Plan shall be March 1, 1994 and shall be
approved by the Company's shareholders within twelve months before or after
such date. No Award shall be granted under this Plan after the Plan's
termination date. The Plan's termination date shall be December 31, 2003.
The Plan will continue in effect for existing Awards as long as any such
Award is outstanding.
Exhibit 5
February 28, 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 4,500,000 Common Shares of
the Company (the "Shares") to be issued pursuant to the Rayonier 1994
Incentive Stock Option Plan (the "1994 Plan").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, of the 1994 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.
Name
February 28, 1994
Page 2
Very truly yours,
John B. Canning
Secretary and Associate
General Counsel
Exhibit 24
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes John B.
Canning and John P. O'Grady, and each of them singly, such person's true
and lawful attorneys, with full power to them and each of them to sign for
such person and in such person's name and capacity indicated below this
Registration Statement on Form S-8 and any and all amendments to this
Registration Statement, hereby ratifying and confirming such person's
signature as it may be signed by said attorneys to such Registration
Statement and any and all such amendments.
Signature Title Date
/s/ Ronald M. Gross Chairman, President, February 28, 1994
Ronald M. Gross Chief Executive Officer
and Director (Principal
Executive Officer)
Senior Vice President February __, 1994
Gerald J. Pollack and Chief Financial
Officer (Principal
Financial Officer)
/s/ George S. Areson Acting Corporate February 25, 1994
George S. Areson Controller (Principal
Accounting Officer)
Director February __, 1994
Robert A. Bowman
Director February __, 1994
D. Travis Engen