UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT-February 27, 2002 COMMISSION FILE NUMBER 1-6780 RAYONIER INC. Incorporated in the State of North Carolina I.R.S. Employer Identification Number l3-2607329 50 North Laura Street, Jacksonville, Florida 32202 (Principal Executive Office) Telephone Number: (904)357-9100

RAYONIER INC. TABLE OF CONTENTS PAGE ---- Item 5. Other Events 1 Item 7. Financial Statements and Exhibits 1 Signature 1 Exhibit Index 2 i

ITEM 5. OTHER EVENTS Incorporated by reference is a news release issued by Standard & Poor's on February 21, 2002, attached as Exhibit 00.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS See Exhibit Index on Page 2. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. RAYONIER INC. (Registrant) --------------------------- BY: HANS E. VANDEN NOORT -------------------- Hans E. Vanden Noort Vice President and Corporate Controller February 27, 2002 1

EXHIBIT INDEX EXHIBIT NO. DESCRIPTION LOCATION - ----------- ----------- -------- 00.1 Standard & Poor's Revises Outlook Based on Improved Credit Measures, issued February 21, 2002 Filed herewith 2

Exhibit No. 00.1 Rayonier Inc. Outlook Revised to Stable on Strengthening Credit Profile ----------------------------------------------------------------------- Pamela Rice, New York (1) 212-438-7939 NEW YORK (Standard & Poor's) Feb. 21, 2002--Standard & Poor's said today that it had revised its outlook on pulp manufacturer Rayonier Inc. to stable from negative based on the company's improved credit measures. At the same time, Standard & Poor's said it was withdrawing its 'A-3' short-term debt ratings on Rayonier at the company's request, as its commercial paper program is currently inactive. Standard & Poor's said it was affirming all of its long-term ratings on the company, including its triple-'B'-minus corporate credit rating. According to Standard & Poor's credit analyst Pamela Rice, "Rayonier's credit measures have improved to levels more appropriate for the rating." The company improved its credit profile through good cash flow generation and debt reduction, despite difficult industry conditions. "Strong cash-generating ability and management's commitment to continue strengthening the credit profile should provide ratings stability", Ms. Rice added. Rayonier's debt fell by $125 million during 2001 to $868 million. Jacksonville, Fla.-based Rayonier is primarily a manufacturer of specialty pulps and an owner and manager of timberlands. Earnings and cash flow should continue to be more stable than that of most other forest products companies due to Rayonier's balance of pulp and wood products, a focus on less volatile, value-added specialty pulps, and good geographic diversity of sales. Nonetheless, the company continues to feel the impact of low prices for its commodity pulp, which may be close to bottoming out, and for timber and lumber, which could improve if housing starts continue to be strong.