1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* of Tweedy, Browne Company LLC SCHEDULE 13D (Amendment No. 1)* of TBK Partners, LLC SCHEDULE 13D (Amendment No. 1)* of Vanderbilt Partners, LLC Under the Securities Exchange Act of 1934 RAYONIER INC. (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 754907103 (CUSIP Number) John D. Spears 350 Park Avenue New York, New York 10022 (212) 916-0600 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 19, 2000 (Date of Event which Required Filing of this Statement) 2 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of theAct, but shall be subject to all the provisions of the Act (however, see the Notes). 3 CUSIP No. 754907103 - ---------------------------------------------------------------------------- Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Tweedy, Browne Company LLC ("TBC") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) 00 - ---------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - ---------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- (7) Sole Voting Power TBC has sole voting power with respect to 1,174,615 shares held in certain TBC accounts (as hereinafter defined). Additionally, certain of the Members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 0 shares, except that certain of the members of TBC may be deemed to have sole power to vote certain shares as more fully set forth herein. ------------------------------------------------------- (10) Shared Dispositive Power 1,280,559 shares held in accounts of TBC (as hereinafter defined). - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,280,559 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [x] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 4.73% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) BD, IA & 00 4 CUSIP No.754907103 - ---------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons TBK Partners, LLC (FKA TBK Partners, L.P.) ("TBK") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC and BK - ---------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - ---------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- (7) Sole Voting Power 105,944 shares, except that the members of TBC, solely by reason of their being the manager of TBK, may be deemed to have shared power to vote these shares. Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 105,944 shares, except that the members of TBC, solely by reason of their being the manager of TBK, may be deemed to have shared power to vote these shares. ------------------------------------------------------- (10) Shared Dispositive Power 0 shares - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 105,944 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.39% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 5 CUSIP No.754907103 - ---------------------------------------------------------------------------- (1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons Vanderbilt Partners, LLC (FKA Vanderbilt Partners, L.P.) ("Vanderbilt") - ---------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [x] - ---------------------------------------------------------------------------- (3) SEC Use Only - ---------------------------------------------------------------------------- (4) Source of Funds (See Instructions) WC and BK - ---------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items (2)(d) or 2(e) [ ] - ---------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ---------------------------------------------------------------------------- (7) Sole Voting Power 0 shares Number of Shares ------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by Each 0 shares Reporting Person With: ------------------------------------------------------- (9) Sole Dispositive Power 0 shares ------------------------------------------------------- (10) Shared Dispositive Power 0 shares - ---------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 0 shares - ---------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - ---------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0% - ---------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 6 PRELIMINARY NOTE The persons filing this Amendment No. 1 are (i) Tweedy, Browne Company LLC ("TBC"), a Delaware limited liability company;(ii) TBK Partners, LLC ("TBK")(formerly known as TBK Partners, L.P.), a Delaware limited liability company; and (iii) Vanderbilt Partners, LLC ("Vanderbilt") (formerly known as Vanderbilt Partners, L.P.),a Delaware limited liability company. This Amendment No. 1 amends a Statement on Schedule 13D filed by TBC, TBK and Vanderbilt dated July 21, 1998 (the "Statement"). The filing of this Amendment No. 1 should not be deemed an admission that TBC, TBK and Vanderbilt comprise a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). This Amendment No. 1 relates to the Common Stock, no par value (the "Common Stock"), of Rayonier Inc. (the "Company"), which, to the best knowledge of the persons filing this Amendment No. 1, is a company organized under the laws of Delaware, with its principal executive offices located at 1177 Summer Street, Stamford, Connecticut 06905-5529. This Amendment No. 1 contains information regarding shares of Common Stock that may be deemed to be beneficially owned by TBC. Such shares are held in the accounts of various customers of TBC, with respect to which it has investment discretion and sole or shared voting power (the "TBC Accounts"). This Amendment No. 1 is being filed because the filing persons' are no longer subject to the reporting requirements under Section 13(d)(3) of the Securities Exchange Act (the "Act"), as a result of the disposition of their respective shares of Common Stock in open market transactions. Other than as set forth below, to the best knowledge of TBC and TBK, there has been no material change in the information set forth in response to Items 1,2,3,4,6 and 7 of the Statement, as amended. Accordingly, those Items are omitted from this Amendment No. 1. 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the date hereof, TBC may be deemed to be the beneficial owner of an aggregate of 1,174,615 shares of Common Stock, which constitutes approximately 4.33% of the 27,098,590 shares of Common Stock which TBC believes to be the total number of shares of Common Stock outstanding. The TBC Shares are held in the TBC Accounts. As of the date hereof, TBK beneficially owns directly 105,944 shares of Common Stock, which constitutes approximately 0.39% of the 27,098,590 shares of Common Stock which TBK believes to be the total number of shares of Common Stock outstanding. As a result of the disposition of 20,000 shares of Common Stock in open market transactions, as of the date hereof, Vanderbilt does not beneficially own any shares of Common Stock. Each of TBC, TBK and Vanderbilt disclaims that it is the beneficial owner of any of the shares of Common Stock held in the TBC Accounts. The aggregate number of shares of Common Stock with respect to which TBC, TBK and Vanderbilt could be deemed to be the beneficial owner as of the date hereof, is 1,280,559 shares, which constitutes approximately 4.73% of the 27,098,590 shares of Common Stock, which the filing persons believe to be the total number of shares of Common Stock outstanding, but nothing contained herein shall be construed as an admission that TBC is the beneficial owner of any of the TBC Shares. The aggregate number of shares and percentage of Common Stock with respect to which each of the Members of TBC which is the Manager of TBK and Vanderbilt, may be deemed to be the beneficial owner by reason of his being a Member of TBC, respectively, is 1,280,559 shares, which constitutes approximately 4.73% of the 27,098,590 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the Members of TBC is the beneficial owner of any shares of Common Stock, except as set forth herein as expressly and admittedly being beneficially owned by a particular Member. Each of Thomas H. Shrager, Robert Q. Wyckoff, Jr. and Holdings, by reason of their or its position as a TBC Member, may be deemed to be the beneficial owner of 1,280,559 shares of Common Stock which constitutes approximately 4.73% of the 27,098,590 shares of Common Stock outstanding. However, nothing contained herein shall be construed as an admission that any of the TBC Members is the beneficial owner of any shares of Common Stock, except as set forth herein as expressly and admittedly being beneficially owned by a particular TBC Member. Each of the TBC, TBK and Vanderbilt disclaims beneficial ownership of Common Stock held by the other. Except as described herein, to the best knowledge of TBC, TBK and Vanderbilt, no person who may be deemed to comprise a group with any of TBC, TBK, Vanderbilt, or any other person named in Item 2 of the Statement, beneficially owns any shares of Common Stock. (b) TBC has investment discretion with respect to 1,174,615 shares 8 of Common Stock held by the TBC Accounts and has sole power to dispose or direct the disposition of all of such shares. Of these shares of Common Stock, TBC has sole power to vote or to direct the voting of 1,134,070 shares of Common Stock held in certain TBC Accounts. Each of the TBC Members, solely by reason of their positions as such, may be deemed to have (i) shared power to dispose of or to direct the disposition of all of the shares of Common Stock held in the TBC Accounts; and (ii) shared power to vote or direct the vote of 1,134,070 shares of Common Stock held in certain TBC Accounts. TBK has the sole power to vote or direct the voting of and dispose or direct the disposition of the TBK Shares. Vanderbilt has the sole power to vote or direct the voting of and dispose or direct the disposition of the Vanderbilt Shares. (c) Transactions in Common Stock effected by TBC, TBK and Vanderbilt during the 60-day period ended as of the date hereof are set forth below:
REPORTING NO. OF SHARES NO. OF SHARES PRICE PERSON DATE PURCHASED SOLD Other PER SHARE TBC Accounts 11/07/00 1,000 $35.125 11/13/00 140 $35 11/21/00 260 $35.2671 11/27/00 1,370 $35.2988 11/28/00 1,695 $35.3750 12/04/00 390 $36.0625 12/07/00 3,800 $36.25 12/11/00 2,720 $37.5434 12/14/00 27,800 $36.8889 12/15/00 52,055 $35.9892 12/18/00 4,200 $36 9/16 12/19/00 12,313 $35.87 TBK: 12/19/00 62,156 $35.87 Vanderbilt: 12/15/00 7,945 $35.9892 9 (d) To the best knowledge of TBC, each of the persons maintaining an account with TBC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held in said person's TBC Account. To the best knowledge of TBK, no person other than TBK has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the TBK Shares, except that the TBC Members may be deemed to have such rights and powers solely by reason of being the Members of TBC, which is the Manager of TBK. To the best knowledge of Vanderbilt, no person other than Vanderbilt has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Vanderbilt Shares, except that the TBC Members may be deemed to have such rights and powers solely by reason of being the Members of TBC, which is the Manager of Vanderbilt. (e) TBC, TBK and Vanderbilt ceased to be the beneficial owner of more than 5% of the Common Stock on December 19, 2000. 10 SIGNATURE Each of Tweedy, Browne Company LLC, TBK Partners, LLC, and Vanderbilt Partners, LLC after reasonable inquiry and to the best of its knowledge and belief, hereby certifies that the information set forth in this Amendment No. 1 is true, complete and correct. TWEEDY, BROWNE COMPANY LLC By: /s/ Christopher H. Browne ------------------------------------ Christopher H. Browne Member TBK PARTNERS, LLC By: Tweedy, Browne Company LLC, Manager By: /s/ Christopher H. Browne ------------------------------------ Christopher H. Browne Managing Member VANDERBILT PARTNERS, LLC By: Tweedy, Browne Company LLC, Manager By: /s/ Christopher H. Browne ------------------------------------ Christopher H. Browne Managing Member Dated: December 20, 2000