-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iO13anMMpsiaFTO4UTW2NG4Mg89hA+TM9OzZ9HCyORHrdobGcXXuEmtGRQpM/6pT vGU7az/006iH61G5ggeTew== 0000906602-94-000011.txt : 19940330 0000906602-94-000011.hdr.sgml : 19940330 ACCESSION NUMBER: 0000906602-94-000011 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940329 19940329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ITT RAYONIER INC CENTRAL INDEX KEY: 0000052827 STANDARD INDUSTRIAL CLASSIFICATION: 2611 IRS NUMBER: 132607329 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 33 SEC FILE NUMBER: 033-52437 FILM NUMBER: 94518808 BUSINESS ADDRESS: STREET 1: 1177 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033487000 S-8 POS 1 COVER LETTER March 29, 1994 VIA ELECTRONIC TRANSMISSION Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 Ladies and Gentlemen: In accordance with the regulations of the Securities and Exchange Commission, Rayonier Inc. (the "Company") is filing electronically herewith Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (No. 33-52445) and Post-Effective Amendment No. 1 to the Company's Registration Statement on Form S-8 (No. 33-52437). Very truly yours, M. Louise Turilli MLT:hr EX-99 2 PART 1 Registration No. 33-52437 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 Registration Statement Under The Securities Act of 1933 RAYONIER INC. (Exact name of registrant as specified in its charter) North Carolina 13-2607329 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1177 Summer Street, Stamford, CT 06904 (Address of Principal Executive Officer) (Zip Code) Rayonier Investment and Savings Plan for Salaried Employees (Full title of the plan) John B. Canning, Esq. Corporate Secretary and Associate General Counsel Rayonier Inc. 1117 Summer Street, Stamford, Connecticut 06904 (Name and address of agent for service) 203-348-7000 (Telephone number, including zip code, of agent for service) CALCULATION OF REGISTRATION FEE ______________________________________________________________________________ Title of Amount to Offering Proposed Amount of securities be regis- price per maximum registrat t o b e tered(1)(2) unit aggregate ion fee registered offering price(1) ______________________________________________________________________________ C o m m o n 300,000 $32.875 $9,862,50 $3,400.86 Shares shares 0 (3) ______________________________________________________________________________ (1) Estimated pursuant to Rules 457(c) and (h) as the number of Common Shares of the Company to be purchased by the Plan with employee and employer contributions, which shares may be acquired by participants in the Plan. (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covered an indeterminable amount of interests to be offered or sold pursuant to the employee benefit plan described herein. For purposes of Rule 457(c), the date specified for determining the average of the high and low prices reported in the consolidated reporting system is February 25, 1994. (3) Previously paid upon initial filing on February 28, 1994. EX-99 3 PART 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits The following additional Exhibits are filed herewith: Exhibit No. Title Location 24. Powers of attorney Filed herewith. 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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut on this 29th day of March, 1994. RAYONIER INC. By /s/ George S. Areson Name: George S. Areson Title: Acting Corporate Controller Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated. Signature Title /s/ Ronald M. Gross 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) /s/ George S. Areson Acting Corporate George S. Areson Controller (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 /s/ Gerald J. Pollack Gerald J. Pollack Attorney-in-Fact March 29, 1994 EXHIBIT INDEX Exhibit No. Title Location Page 24. Powers of attorney Filed herewith. EX-99 4 POWERS OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Gordon Ulmer Name: Gordon Ulmer Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Rand V. Araskog Name: Rand V. Araskog Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Burnell R. Roberts Name: Burnell R. Roberts Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Katherine D. Ortega Name: Katherine D. Ortega Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Paul G. Kirk, Jr. Name: Paul G. Kirk, Jr. Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 19, 1994 /s/ William J. Alley Name: William J. Alley. Title: Director Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints GERALD J. POLLACK and JOHN B. CANNING his or her true and lawful attorneys-in-fact, with full power in each to act without the other and with full power of substitution and resubstitution to sign in the name of such person and in each of his or her offices and capacities in Rayonier Inc. (the "Company") post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to plan interests and 300,000 Common Shares of the Company issuable under the Rayonier Investment and Savings Plan for Salaried Employees and post-effective Amendment No. 1 to the Registration Statement of the Company on Form S-8 relating to 4,500,000 Common Shares issuable under the Rayonier 1994 Incentive Stock Plan and all additional amendments (including post-effective amendments) and supplements to such Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission. Dated: March 21, 1994 /s/ Donald W. Griffin Name: Donald W. Griffin Title: Director -----END PRIVACY-ENHANCED MESSAGE-----