1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): [ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]. For the fiscal year ended December 31, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____ to _____ COMMISSION FILE NUMBER 1-6780 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES (Full title of the Plan) RAYONIER INC. 1177 Summer Street Stamford, Connecticut 06905-5529 (Name and address of Issuer of the securities held pursuant to the Plan) 2 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES PLAN NUMBER 100 EMPLOYER IDENTIFICATION NUMBER 13-2607329 DECEMBER 31, 1995 AND 1994 3 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES INDEX TO FINANCIAL STATEMENTS DECEMBER 31, 1995 AND 1994
PAGE ---- Report of Independent Public Accountants 1 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1995 2 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1994 3 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1995 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Period from Inception (March 1, 1994) to December 31, 1994 5 Notes to Financial Statements 6-11 Schedule I Item 27 (a) Schedule of Assets Held for Investment Purposes as of December 31, 1995 12 Schedule II Item 27(d) Schedule of Reportable Transactions for the Year Ended December 31, 1995 13-14 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Rayonier Investment and Savings Plan for Salaried Employees: We have audited the accompanying statements of net assets available for benefits of the Rayonier Investment and Savings Plan for Salaried Employees as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years ended December 31, 1995 and 1994. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994, and the changes in net assets available for benefits for the years ended December 31, 1995 and 1994 in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules, the Schedule of Assets held for Investment Purposes and the Schedule of Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and statement of changes in net assets available for benefits are presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Stamford, Connecticut June 7, 1996 1 5 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1995 The accompanying notes to the financial statements are an integral part of this statement. 2
LOAN FUND A FUND B FUND C FUND D FUND I FUND TOTAL ------ ------ ------ ------ ------ ---- ----- ASSETS Receivables: Accrued income $ 1,073 $ 42 $ 82,555 $ 40 $ 1,275 $ -- $ 84,985 Employer contributions 46,725 -- 579 -- -- -- 47,304 Member contributions 25,054 28,252 43,285 9,007 -- -- 105,598 Other member receivables -- -- 37,515 -- 37,155 -- 74,670 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total receivables 72,852 28,294 163,934 9,047 38,430 -- 312,557 Investments, at fair value (Note 3): Banker's Trust Pyramid Discretionary Cash Fund 361,202 -- 37,155 2,000 145,540 -- 545,897 Banker's Trust Pyramid Equity Index Fund -- 8,280,500 -- -- -- -- 8,280,500 Banker's Trust Pyramid Open End GIC Fund -- -- 16,728,557 -- -- -- 16,728,557 Prudential Jennison Balanced Account -- -- -- 1,716,862 -- -- 1,716,862 Rayonier Inc. Common Shares 10,592,691 -- -- -- -- -- 10,592,691 ITT Hartford Group common stock -- -- -- -- 10,062,968 -- 10,062,968 ITT Industries Inc. common stock -- -- -- -- 4,992,480 -- 4,992,480 ITT Corporation common stock -- -- -- -- 11,025,060 -- 11,025,060 Member loans receivable -- -- -- -- -- 1,531,405 1,531,405 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total investments 10,953,893 8,280,500 16,765,712 1,718,862 26,226,048 1,531,405 65,476,420 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total assets 11,026,745 8,308,794 16,929,646 1,727,909 26,264,478 1,531,405 65,788,977 LIABILITIES Accounts payable 66,560 -- -- -- -- -- 66,560 ----------- ----------- ----------- ----------- ----------- ----------- ----------- Total liabilities 66,560 -- -- -- -- -- 66,560 ----------- ----------- ----------- ----------- ----------- ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $10,960,185 $ 8,308,794 $16,929,646 $ 1,727,909 $26,264,478 $ 1,531,405 $65,722,417 =========== =========== =========== =========== =========== =========== =========== 6 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1994 The accompanying notes to the financial statements are an integral part of this statement. 3
LOAN FUND A FUND B FUND C FUND D FUND I FUND TOTAL ---------- ---------- ----------- ---------- ------------- ----------- ------------ ASSETS Receivables: Accrued income $ 1,309 $ 10 $ 76,796 $ 8 $ 531,886 $ -- $ 610,009 Employer contributions 36,287 -- 438 -- (1,845) -- 34,880 Member contributions 18,141 19,251 36,416 6,460 -- -- 80,268 ---------- ---------- ----------- ---------- ------------ ----------- ----------- Total receivables 55,737 19,261 113,650 6,468 530,041 -- 725,157 Investments, at fair value (Note 3): Banker's Trust Pyramid Discretionary Cash Fund 108,610 -- -- 1,020 19,025 -- 128,655 Banker's Trust Pyramid Equity Index Fund -- 5,456,260 -- -- -- -- 5,456,260 Banker's Trust Pyramid Open End GIC Fund -- -- 15,740,356 -- -- -- 15,740,356 Prudential Jennison Balanced Account -- -- -- 1,061,446 -- -- 1,061,446 Rayonier Inc. Common Shares 4,903,912 -- -- -- -- -- 4,903,912 ITT Corporation common stock -- -- -- -- 22,160,504 -- 22,160,504 Member loans receivable -- -- -- -- -- 1,402,441 1,402,441 ---------- ---------- ----------- ---------- ------------ ----------- ----------- Total investments 5,012,522 5,456,260 15,740,356 1,062,466 22,179,529 1,402,441 50,853,574 ---------- ---------- ----------- ---------- ------------ ----------- ----------- Total assets 5,068,259 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,578,731 LIABILITIES Accounts payable 57,911 -- -- -- -- -- 57,911 ---------- ---------- ----------- ---------- ------------ ----------- ----------- Total liabilities 57,911 -- -- -- -- -- 57,911 ---------- ---------- ----------- ---------- ------------ ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $5,010,348 $5,475,521 $15,854,006 $1,068,934 $ 22,709,570 $ 1,402,441 $51,520,820 ========== ========== =========== ========== ============ =========== =========== 7 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1995 The accompanying notes to the financial statements are an integral part of this statement. 4
LOAN FUND A FUND B FUND C FUND D FUND I FUND TOTAL ------ ------ ------ ------ ------ ---- ----- ADDITIONS Additions to net assets attributed to: Investment Income: Net appreciation in fair value of investments $ 337,396 $2,204,115 $ -- $ 294,662 $ 8,532,997 $ -- $11,369,170 Dividends 257,184 -- -- -- 235,452 -- 492,636 Interest 20,089 205 967,766 388 16,251 92,629 1,097,328 ----------- ---------- ------------ ----------- ------------ ----------- ----------- 614,669 2,204,320 967,766 295,050 8,784,700 92,629 12,959,134 Contributions: Employer's 1,403,014 -- 24,418 -- (5,562) -- 1,421,870 Members' 951,382 961,818 1,267,738 243,573 -- -- 3,424,511 ----------- ---------- ------------ ----------- ------------ ----------- ----------- 2,354,396 961,818 1,292,156 243,573 (5,562) -- 4,846,381 ----------- ---------- ------------ ----------- ------------ ----------- ----------- Total additions 2,969,065 3,166,138 2,259,922 538,623 8,779,138 92,629 17,805,515 ----------- ---------- ------------ ----------- ------------ ----------- ----------- DEDUCTIONS Deductions from net assets attributed to: Distributions to members 562,975 681,598 1,029,716 101,614 1,076,563 -- 3,452,466 Administrative expenses 21,516 17,286 43,828 3,282 65,540 -- 151,452 ----------- ---------- ------------ ----------- ------------ ----------- ----------- Total deductions 584,491 698,884 1,073,544 104,896 1,142,103 -- 3,603,918 ----------- ---------- ------------ ----------- ------------ ----------- ----------- Net increase prior to interfund transfers 2,384,574 2,467,254 1,186,378 433,727 7,637,035 92,629 14,201,597 Interfund transfers 3,565,263 366,019 (110,738) 225,248 (4,082,127) 36,335 -- ----------- ---------- ------------ ----------- ------------ ----------- ----------- Net increase 5,949,837 2,833,273 1,075,640 658,975 3,554,908 128,964 14,201,597 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of period 5,010,348 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,520,820 ----------- ---------- ------------ ----------- ------------ ----------- ----------- End of period $10,960,185 $8,308,794 $ 16,929,646 $ 1,727,909 $ 26,264,478 $ 1,531,405 $65,722,417 =========== ========== ============ =========== ============ =========== =========== 8 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE PERIOD FROM INCEPTION (MARCH 1, 1994) TO DECEMBER 31, 1994 The accompanying notes to the financial statements are an integral part of this statement. 5
LOAN FUND A FUND B FUND C FUND D FUND I FUND TOTAL ------ ------ ------ ------ ------ ---- ----- ADDITIONS Transfer of member balances from ITT Investment and Savings Plan for Salaried Employees $ 1,788,665 $ 5,173,455 $ 15,794,458 $ 631,623 $ 25,331,149 $1,100,133 $ 49,819,483 Investment Income: Net appreciation (depreciation) in fair value of investments (7,972) 28,435 -- 7,211 (187,727) -- (160,053) Dividends 51,567 -- -- -- 374,757 -- 426,324 Interest 9,902 291 694,858 2,132 882 62,004 770,069 ----------- ----------- ------------ ----------- ------------ ---------- ------------ 53,497 28,726 694,858 9,343 187,912 62,004 1,036,340 Contributions: Employer's 1,069,810 -- 438 -- (20,594) -- 1,049,654 Members' 569,059 672,490 1,056,531 198,746 -- -- 2,496,826 ----------- ----------- ------------ ----------- ------------ ---------- ------------ 1,638,869 672,490 1,056,969 198,746 (20,594) -- 3,546,480 ----------- ----------- ------------ ----------- ------------ ---------- ------------ Total additions 3,481,031 5,874,671 17,546,285 839,712 25,498,467 1,162,137 54,402,303 ----------- ----------- ------------ ----------- ------------ ---------- ------------ DEDUCTIONS Deductions from net assets attributed to: Distributions to members 339,834 387,214 801,248 49,923 1,229,478 -- 2,807,697 Administrative expenses 3,907 7,195 23,226 1,272 33,958 4,228 73,786 ----------- ----------- ------------ ----------- ------------ ---------- ------------ Total deductions 343,741 394,409 824,474 51,195 1,263,436 4,228 2,881,483 ----------- ----------- ------------ ----------- ------------ ---------- ------------ Net increase prior to interfund transfers 3,137,290 5,480,262 16,721,811 788,517 24,235,031 1,157,909 51,520,820 Interfund transfers 1,873,058 (4,741) (867,805) 280,417 (1,525,461) 244,532 -- ----------- ----------- ------------ ----------- ------------ ---------- ------------ Net increase 5,010,348 5,475,521 15,854,006 1,068,934 22,709,570 1,402,441 51,520,820 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of period -- -- -- -- -- -- -- ----------- ----------- ------------ ----------- ------------ ---------- ------------ End of period $ 5,010,348 $ 5,475,521 $ 15,854,006 $ 1,068,934 $ 22,709,570 $1,402,441 $ 51,520,820 =========== =========== ============ =========== ============ ========== ============ 9 RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES NOTES TO FINANCIAL STATEMENTS 1. PLAN ESTABLISHMENT On February 28, 1994, ITT Industries Inc. (ITT), formerly known as ITT Corporation, Rayonier Inc.'s sole shareholder, distributed as a special dividend all of the Common Shares of Rayonier to the holders of ITT Common Stock and Series N Preferred Stock (the Spin-off). In connection with the Spin-off, Rayonier Inc. (the Company) established The Rayonier Investment and Savings Plan for Salaried Employees (the Plan) effective March 1, 1994. The Plan is a defined contribution plan covering substantially all salaried employees of the Company. The Plan is designed to replace the plan benefits provided to Rayonier's salaried employees prior to the Spin-off under the ITT Investment and Savings Plan for Salaried Employees (the Previous Plan). Upon the establishment of the Plan, member balances invested in the Previous Plan were transferred to the Plan. 2. DESCRIPTION OF THE PLAN The following brief description of the Plan is provided for general information purposes only. Members should refer to the Plan document for a more complete description of the Plan's provisions. (a) General The Plan is a defined contribution plan covering all full-time salaried employees of the Company upon the first enrollment date following the employee's date of hire. Effective May 1, 1995, the Plan was amended to allow for enrollment on a monthly rather than semi-annual basis. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). (b) Contributions Each year, members may elect to contribute up to 16 percent of the Member's Salary, as defined, to the Plan. Contributions may be made on a before-tax basis, an after-tax basis or a combination thereof. Each Plan year the Company contributes to the retirement account of each member an amount equal to one-half of one percent of the Member's Salary for the Plan year. Effective July 1, 1995, the Plan was amended to increase the Company's matching contribution to 60 percent (from 50 percent) of the first 6 percent of each Member's Salary that a member contributes to the Plan. Members contributions were limited by the Internal Revenue Service to $9,240 per 6 10 NOTES TO FINANCIAL STATEMENTS -- (Continued) year per member during 1995 and 1994. Also effective as of July 1, 1995, the Plan was amended to permit rollovers from other qualified plans into the Plan. Effective March 1, 1994, a three month suspension of Matching Company Contributions applies to any member who makes a withdrawal of Before Tax Contributions. (c) Member Accounts Each member's account is credited with the member's contribution and the related Company contribution. Plan earnings and administrative expenses are allocated to member accounts based upon account balances. Forfeited balances of terminated members nonvested accounts are used to reduce future Company contributions. The benefit to which a member is entitled is the benefit that can be provided from the member's vested account. (d) Vesting Members are immediately vested in their contributions plus actual earnings thereon. Vesting in the member's Company contribution account plus actual earnings thereon is based on years of service. A member is 100 percent vested after five years of service. (e) Investment Options Contributions to the Plan are invested in the following funds: FUND A Funds are invested in Rayonier Common Shares. FUND B Funds are invested in a comingled fund comprised of a portfolio of common stocks, all of which are included in the Standard and Poor's 500 Composite Stock Index ("S&P 500"), with the objective of providing investment results which will approximate the performance of the S&P 500. FUND C Funds are invested in a comingled fund comprised of a diversified portfolio of benefit responsive Guaranteed Investment Contracts issued by banks, insurance companies and other financial institutions with the objective of providing a stable rate of return consistent with the preservation of principal. FUND D Funds are invested in a comingled fund comprised of a diversified portfolio of equity securities, fixed income securities and money market instruments. 7 11 NOTES TO FINANCIAL STATEMENTS -- (Continued) FUND I Funds are invested in the common stock of ITT Corporation, ITT Industries Inc. and ITT Hartford Group. Upon enrollment in the Plan, a member may direct employee contributions in five percent increments to Fund A, Fund B, Fund C and Fund D. Members may change their investment options monthly. All Company contributions are made to Fund A with the following exception: a Member who has attained age 55 may direct all or part of the Member's Company contribution to Fund C. The investment in Fund I represents member accounts formerly invested in ITT Corporation common stock under the Previous Plan that were transferred to the Plan upon the Spin-off. On December 19, 1995, ITT was restructured into three separate corporations and the Plan exchanged the common stock of ITT Corporation for the common stock of the new ITT Corporation, ITT Industries Inc. and ITT Hartford Group. Members were allowed to transfer their contribution account balances invested in Fund I to any of the other four investment funds. Company contribution account balances invested in Fund I could only be transferred to Fund A. Since the Spin-off, no contributions under the Plan were invested in Fund I and members could not transfer account balances from the other investment funds into Fund I. Effective as of December 1, 1995, the Plan was amended to require the termination of Fund I on or before March 31, 1996, and for the redistribution of amounts held in Fund I to other Plan funds. The amounts held in the Company Contributions Account and the Retirement Account were redistributed to Fund A. The amounts held in the Members' Contribution Account were redistributed to any of the other Funds at the direction of the Members. If a Member did not inform the Plan Administrator how a Member's funds were to be directed, the Plan Administrator transferred the Member's fund balance to Fund A on March 31, 1996. (f) Member Loans Members may borrow from their fund accounts a minimum of $1,000. Loan amounts may not exceed the lesser of (a) 50 percent of the member's vested balance, or (b) $50,000 reduced by the member's highest outstanding loan balance, if any, during the prior one-year period. In no event may a member borrow from the Member's Retirement Account. Loan transactions are treated as transfers to (from) the investment fund from (to) the Loan fund. Loan terms range from one to five years or up to fifteen years for the purchase of a primary residence. The loans are secured by the balance in the member's account and bear interest at a rate commensurate with local prevailing rates as determined periodically by the Plan Committee. The loans bear fixed interest rates that range from 7.0 percent to 11.5 percent at both December 31, 1995 and 1994. Principal and interest are paid ratably through monthly payroll deductions. 8 12 NOTES TO FINANCIAL STATEMENTS -- (Continued) (g) Payment of Benefits Upon termination, a member may apply for distribution of the value of the member's vested account balance. Alternatively, upon termination, a member whose vested account balance exceeds $3,500 may elect to defer distribution until no later than the January 31 valuation date immediately following the member's attainment of age 70-1/2. Provided the member's vested account balance exceeds $3,500, the member may elect to receive benefit payments in annual installments over a period not to exceed twenty years. (h) Forfeited Accounts At December 31, 1995, forfeited nonvested accounts totaled $16,620. These accounts will be used to reduce future employer contributions. Also, in 1995, employer contributions were reduced by $7,279 from forfeited nonvested accounts. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Accounting The accompanying financial statements of the Plan are prepared under the accrual method of accounting and are based on information certified to be complete and accurate by the trustee. The preparation of the financial statements requires the use of certain estimates in determining the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. (b) Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Investments in Rayonier Common Shares, ITT Corporation common stock, ITT Industries Inc. common stock, and ITT Hartford Group common stock are valued based upon quoted market prices. Member loans receivable are valued at cost which approximates fair value. Certain Plan investments are shares of commingled investment funds. The fair value of such shares is determined by the trustee of each fund based upon the current market values of the underlying assets of the trust. The Company has received a copy of the financial statements of each of the commingled investment funds. Statements of net assets as of December 31, 1995 for the Banker's Trust Pyramid Discretionary Cash Fund, the Banker's Trust Pyramid Equity Index Fund, and the Banker's Trust Pyramid Open End GIC Fund have been filed directly with the Department of Labor under the EIN # 13-6043638. The statement of net assets as of December 31, 1995 for the Prudential Jennison Balanced Account has been filed as an attachment to the Plan's December 31, 1995 Form 5500. 9 13 NOTES TO FINANCIAL STATEMENTS -- (Continued) Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. (c) Payment of Benefits Benefits are recorded when paid. 4. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of commingled investment funds managed by Bankers Trust Company (BT). BT is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Fees paid by the Plan to BT for investment management services amounted to $45,383 and $22,475 in 1995 and 1994, respectively. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, members will become 100 percent vested in their accounts. 6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500: 10
As of December 31, 1995 1994 ---- ---- Net assets available for plan benefits per the financial statements $ 65,722,417 $ 51,520,820 Amounts allocated to withdrawing members (71,403) (335,950) ------------ ------------ Net assets available for plan benefits per Form 5500 $ 65,651,014 $ 51,184,870 ============ ============ 14 NOTES TO FINANCIAL STATEMENTS -- (Continued) The following is a reconciliation of benefits paid to members according to the financial statements to Form 5500: Amounts allocated to withdrawing members are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not paid as of that date. 7. TAX STATUS The Internal Revenue Service has determined and informed the Plan Administrator by a letter dated December 27, 1995, that the Plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is currently designed and is being operated in compliance with the applicable requirements of the IRC. 8. ADMINISTRATIVE EXPENSES An annual charge to the Plan of up to .25 percent of the market value of the assets held by the Plan is charged for expenses incurred in conjunction with Plan administration. Such expenses include, but are not limited to, investment management, trustee, record-keeping and audit fees. The Company pays the balance of Plan expenses in excess of the maximum charge to the Plan. 11
Period From Inception Year Ended (March 1,1994) December 31, to December 31, 1995 1994 ----------- ----------- Benefits paid to members per the financial statements $ 3,452,466 $ 2,807,697 Add: Amounts allocated to withdrawing members - current year 71,403 335,950 Less: Amounts allocated to withdrawing members - prior year (335,950) -- ----------- ----------- Benefits paid to members per Form 5500 $ 3,187,919 $3,143,647 =========== ========== 15 SCHEDULE I RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES ITEM 27 (A) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 PLAN NUMBER 100 EMPLOYER IDENTIFICATION NUMBER 13-2607329 * Denotes Party-In-Interest 12
(a) (b) (c) (d) (e) Current Units Description Cost Value ----- ----------- ---- ----- * 545,897 Banker's Trust Pyramid Discretionary Cash Fund $ 545,897 $ 545,897 * 5,996 Banker's Trust Pyramid Equity Index Fund 6,184,925 8,280,500 * 16,728,557 Banker's Trust Pyramid Open End GIC Fund 16,728,557 16,728,557 809,555 Prudential Jennison Balanced Account 1,427,738 1,716,862 317,384 Rayonier Inc. Common Shares 10,263,267 10,592,691 208,020 ITT Hartford Group common stock 7,118,321 10,062,968 208,020 ITT Industries Inc. common stock 3,531,570 4,992,480 208,020 ITT Corporation common stock 7,798,883 11,025,060 1,531,405 Member loans receivable - 1,531,405 ------------- -------------- $ 53,599,158 $ 65,476,420 ============= ============== 16 SCHEDULE II RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES ITEM 27 (D) SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 PLAN NUMBER 100 EMPLOYER IDENTIFICATION NUMBER 13-2607329 13
(a) (b) (c) (d) (g) (h) (i) Current Value Identity of of Asset on Net Party-In Purchase Selling Cost of Transaction Gain Interest Description of Transaction Price Price Asset Date (Loss) -------- -------------------------- ----- ----- ----- ---- ------ Banker's Trust Purchase of 12,741,244 shares of the Banker's Company Trust Pyramid Discretionary Cash Fund $12,741,244 $ - $12,741,244 $12,741,244 $ - =========== =========== =========== =========== ======== Banker's Trust Sale of 12,324,001 shares of the Banker's Trust Company Pyramid Discretionary Cash Fund $ - $12,324,001 $12,324,001 $12,324,001 $ - =========== =========== =========== =========== ======== Banker's Trust Purchase of 1,124 shares of the Banker's Trust Company Pyramid Equity Index Fund $ 1,351,465 $ - $ 1,351,465 $ 1,351,465 $ - =========== =========== =========== =========== ======== Banker's Trust Sale of 571 shares of the Banker's Trust Pyramid Company Equity Index Fund $ - $ 731,340 $ 581,684 $ 731,340 $149,656 =========== =========== =========== =========== ======== Banker's Trust Purchase of 3,033,323 shares of the Banker's Company Trust Pyramid Open End GIC Fund $ 3,033,323 $ - $ 3,033,323 $ 3,033,323 $ - =========== =========== =========== =========== ======== Banker's Trust Sale of 2,045,121 shares of the Banker's Trust Company Pyramid Open End GIC Fund $ - $ 2,045,121 $ 2,045,121 $ 2,045,121 $ - =========== =========== =========== =========== ======== Banker's Trust Purchase of 252,484 shares of the Prudential Company Jennison Balanced Account $ 499,339 $ - $ 499,339 $ 499,339 $ - =========== =========== =========== =========== ======== 17 SCHEDULE II (Continued) RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES ITEM 27 (D) SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 PLAN NUMBER 100 EMPLOYER IDENTIFICATION NUMBER 13-2607329 14
(a) (b) (c) (d) (g) (h) (i) Current Value Identity of of Asset on Net Party-In Purchase Selling Cost of Transaction Gain Interest Description of Transaction Price Price Asset Date (Loss) -------- -------------------------- ----- ----- ----- ---- ------ Banker's Trust Sale of 75,827 shares of the Prudential Company Jennison Balanced Account $ - $ 138,585 $ 128,273 $ 138,585 $ 10,312 ========== ========== =========== =========== ========== Banker's Trust Purchase of 156,600 Rayonier Inc. Company Common Shares $5,351,384 $ - $ 5,351,384 $ 5,351,384 $ - ========== ========== =========== =========== ========== Banker's Trust Sale of 42,028 shares of ITT Corporation Company common stock $ - $4,612,994 $ 3,727,358 $ 4,612,994 $ 885,636 ========== ========== =========== =========== ========== Banker's Trust Exchange of 208,020 shares of ITT Corporation Company common stock for 208,020 shares of ITT Industries Inc. common stock, 208,020 shares of ITT Hartford Group common stock, and 208,020 shares of new ITT Corporation common stock $ - $ - $18,448,774 $26,080,508 $7,631,734 ========== ========== =========== =========== ========== 18 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Retirement Income Plan Committee for the Employees Retirement Income Plans for Rayonier Inc. has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Rayonier Investment and Savings Plan for Salaried Employees ----------------------------------------------------------- (Name of Plan) Date June 26, 1996 By JOHN P. O'GRADY ---------------- --------------- John P. O'Grady Senior Vice President, Administration 19 EXHIBIT INDEX Exhibit No. Description 23 Consent of Independent Public Accountants
1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K into Rayonier Inc.'s previously filed Registration Statement on Form S-8 (File No. 33-65291). ARTHUR ANDERSEN LLP Stamford, Connecticut June 26, 1996