1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Mark One) (x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the year ended December 31, 1993 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from ....... to ........ COMMISSION FILE NUMBER 1-6780 RAYONIER INC. Incorporated in the State of North Carolina I.R.S. Employer Identification No. 13-2607329 1177 SUMMER STREET, STAMFORD, CT. 06905-5529 (Principal Executive Office) Telephone Number: (203) 348-7000 Securities registered pursuant to Section 12(b) of the Act, all of which are registered on the New York Stock Exchange: Common Shares 7.5% Notes, due October 15, 2002 Medium Term Notes, due 1998-1999 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. YES (x) NO ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statement incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. [x] The aggregate market value of the Common Shares of the registrant held by non-affiliates of the Registrant on March 15, 1994 was approximately $953 million. As of March 15, 1994, there were outstanding 29,565,392 Common Shares of the Registrant. 2 Item 6. SELECTED FINANCIAL DATA The following summary of historical financial data for each of the five years ended December 31, 1993 are derived from the consolidated financial statements of the Company. The data should be read in conjunction with the consolidated financial statements ($ in millions except per share). -11-
Year Ended December 31, ---------------------------------- 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- Sales $ 936 $ 974 $ 979 $1,104 $1,082 Operating income before provision for dispositions 130 102 97 190 224 Provision for dispositions (3) (189)(1) - - 2 Operating income (loss) 127 (87) 97 190 226 Interest expense (23) (21) (14) (12) (18) Minority interest (23) (23) (20) (21) (19) Income (loss) from continuing operations 52 (81) 44 109 128 Provision for discontinued operations - - - (43) - Cumulative effect of accounting changes - (22)(2) - - - Net income (loss) 52 (103) 44 66 128 Dividends (3) 122 18 20 61 48 Earnings (Loss) Per Common Share: Income (loss) from continuing operations before cumulative effect of accounting changes $1.77 ($2.77) $1.50 $3.70 $4.33 Cumulative effect of accounting changes - (0.74) - - - Income (loss) from continuing operations 1.77 (3.51) 1.50 3.70 4.33 Discontinued operations - - - (1.47) - Net Income (loss) 1.77 (3.51) 1.50 2.23 4.33 Balance Sheet Data: Total assets $1,475 $1,476 $1,372 $1,353 $1,330 Short-term bank debt and current maturities of long-term debt 182 102 12 32 7 Long-term debt 316 302 193 141 174 Shareholder equity 606 676 797 772 767 Cash Flow Data: Capital expenditures $ 72 $ 97 $ 134 $ 100 $ 80 New Zealand acquisition - 197 - - - Depreciation, depletion and amortization 78 78 69 64 64 EBITDA (4) 187 156 147 234 271 EBIT (5) 109 78 78 170 207 Selected Financial Ratios (unaudited) Operating income before provision for dispositions as a percentage of sales 13.9% 10.5% 9.9% 17.2% 20.7% Return on equity 8.2% (14.1)% 5.7% 8.6% 17.6% Total debt to capitalization 45.1% 37.4% 20.5% 18.3% 19.1% Total debt to EBITDA - ratio 2.7x 2.6x 1.4x 0.7x 0.7x EBIT/Interest expense - ratio 4.7x 3.7x 5.6x 13.7x 11.6x 3 (1) Represents a charge of $189 million ($121 million after- tax) to provide for the loss on the disposal of assets along with the costs for severance, demolition and other closedown items associated with the disposition of certain facilities; $180 million ($115 million after-tax) of this charge relates to the Grays Harbor Complex; as defined elsewhere herein. (2) Represents the cumulative effect of accounting changes due to the adoption of Statement of Financial Accounting Standards (SFAS) No. 106 "Employers' Accounting for Postretirement Benefits Other than Pensions," and SFAS No. 112 "Employers' Accounting for Postemployment Benefits." These standards were adopted as of January 1, 1992 using the immediate recognition method, and the resulting after-tax charge of $22 million ($33 million pre-tax) is included in net income (loss) in 1992. (3) Pursuant to a recapitalization program, Rayonier paid a special dividend to ITT in the fourth quarter of 1993 of $90 million. Dividends paid by Rayonier to ITT are not indicative of future dividends. In the first quarter of 1994, the Board of Directors declared a dividend of $.18 per share payable on March 31, 1994 to holders of record of Rayonier Common Shares on March 10, 1994. (4) EBITDA is defined as earnings (income) from continuing operations before the cumulative effect of accounting changes, provision for dispositions, income taxes, interest expense and depreciation, depletion and amortization. (5) EBIT is defined as earnings (income) from continuing operations before the cumulative effect of accounting changes, provision for dispositions, income taxes and interest expense. (6) Excludes wood pulp produced by the Grays Harbor pulp mill of 62, 78, 103 and 105 thousands of metric tons for the years ended December 31, 1992, 1991, 1990 and 1989, respectively. -12-
Year Ended December 31, ---------------------------------- 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- Selected Operating Data (unaudited) Timber and Wood Products Segment Log Sales: North America - million board feet 266 435 506 585 629 New Zealand - thousand cubic meters 1,375 682 259 114 57 Other - million board feet 11 - - - - Timber Harvested: Northwest U.S. - million board feet 143 195 189 202 270 Southeast U.S. - thousand short green tons 2,001 2,006 2,037 1,838 1,765 New Zealand - thousand cubic meters 918 636 - - - Lumber sold - million board feet 125 118 103 113 109 Intercompany Sales Logs - million board feet 15 25 35 31 63 Northwest U.S. Timber Stumpage - million board feet 28 44 68 69 92 Southeast U.S. Timber Stumpage - thousand short green tons 299 317 398 114 129 Wood Chips to Jesup pulp mill - thousand short green tons 319 352 320 356 295 Specialty Pulp Products Segment Chemical cellulose sales - thousand metric tons 369 399 412 403 436 Fluff and specialty paper sales - thousand metric tons (6) 352 367 409 446 318 Production as a Percentage of Capacity 85% 95% 97% 96% 92% 4 SIGNATURES Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RAYONIER INC. By GEORGE S. ARESON ---------------- George S. Areson June 3, 1994 Acting Corporate Controller Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. A
SIGNATURE TITLE DATE --------- ----- ---- RONALD M. GROSS Chairman of the Board, June 3, 1994 --------------- Ronald M. Gross President, Chief Executive (Principal Executive Officer) Officer and Director GERALD J. POLLACK Senior Vice President and June 3, 1994 ----------------- Gerald J. Pollack Chief Financial Officer (Principal Financial Officer) GEORGE S. ARESON Acting Corporate Controller June 3, 1994 ---------------- George S. Areson (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 GERALD J. POLLACK ----------------- June 3, 1994 Attorney-In-Fact