Prepared by R.R. Donnelley Financial -- Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One):
x |
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE |
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the fiscal year ended December
31, 2001
OR
¨ |
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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.
50 North Laura Street
Jacksonville, Florida 32202
Telephone Number: (904) 357-9100
(Principal Executive Office)
(Name and address of Issuer of the securities held pursuant to the Plan)
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER
13-2607329
DECEMBER 31, 2001 AND
2000
RAYONIER INVESTMENT AND SAVINGS
PLAN FOR SALARIED EMPLOYEES
DECEMBER 31, 2001 AND 2000
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4-10 |
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Schedule: |
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11 |
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12 |
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13 |
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14 |
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INDEPENDENT AUDITORS REPORT
To the Trustees and Participants of
the
Rayonier Investment and Savings Plan for Salaried Employees
We have audited the accompanying statement of net assets available for benefits of Rayonier Investment and Savings Plan for Salaried Employees (the Plan) as of
December 31, 2001, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on
these financial statements based on our audit. The financial statements of the Plan for the year ended December 31, 2000 were audited by other auditors whose report, dated June 19, 2001, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America.
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 presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2001, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of
America.
Our audit was conducted for the purpose of forming an opinion on the basic 2001 financial statements
taken as a whole. The schedule of assets held for investment purposes as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required
by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plans management. Such schedule has been subjected to
the auditing procedures applied in our audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic 2001 financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
June 14, 2002
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, 2001
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December 31, 2000
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Participant Directed
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Non-Participant Directed
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Total
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Participant Directed
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Non-Participant Directed
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Total
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ASSETS |
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Receivables: |
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Accrued income |
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$ |
155,197 |
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$ |
219,789 |
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$ |
374,986 |
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$ |
77,270 |
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$ |
431 |
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$ |
77,701 |
Member contributions |
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49,529 |
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22,413 |
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71,942 |
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136,923 |
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136,923 |
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Total receivables |
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204,726 |
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242,202 |
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446,928 |
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214,193 |
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431 |
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214,624 |
Investments, at fair value |
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59,718,516 |
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30,705,822 |
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90,424,338 |
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63,383,758 |
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24,833,278 |
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88,217,036 |
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Total assets |
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59,923,242 |
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30,948,024 |
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90,871,266 |
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63,597,951 |
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24,833,709 |
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88,431,660 |
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LIABILITIES |
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Accounts payable |
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105,740 |
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18,008 |
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123,748 |
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31,085 |
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12,107 |
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43,192 |
Payable to Rayonier |
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27,716 |
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27,716 |
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Total liabilities |
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105,740 |
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18,008 |
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123,748 |
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31,085 |
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39,823 |
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70,908 |
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Net assets available for benefits |
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$ |
59,817,502 |
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$ |
30,930,016 |
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$ |
90,747,518 |
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$ |
63,566,866 |
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$ |
24,793,886 |
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$ |
88,360,752 |
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The accompanying notes are an integral part of these financial statements.
2
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For The Year Ended December 31, 2001
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Participant Directed
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Non-Participant Directed
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Total
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INVESTMENT INCOME (LOSS) / CONTRIBUTIONS |
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Investment income (loss): |
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Net appreciation (depreciation) in fair value of investments |
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$ |
(1,588,354 |
) |
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$ |
6,734,806 |
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$ |
5,146,452 |
Dividends |
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326,892 |
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903,364 |
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1,230,256 |
Interest |
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853,520 |
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8,397 |
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861,917 |
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(407,942 |
) |
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7,646,567 |
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7,238,625 |
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Contributions: |
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Employer |
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1,861,847 |
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1,861,847 |
Members |
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4,303,793 |
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4,303,793 |
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4,303,793 |
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1,861,847 |
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6,165,640 |
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Total investment income / contributions |
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3,895,851 |
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9,508,414 |
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13,404,265 |
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DISTRIBUTIONS / EXPENSES |
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Distributions to members |
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8,705,960 |
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2,103,980 |
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10,809,940 |
Administrative expenses |
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160,084 |
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47,475 |
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207,559 |
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Total distributions and expenses |
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8,866,044 |
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2,151,455 |
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11,017,499 |
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Net increase (decrease) prior to transfers |
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(4,970,193 |
) |
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|
7,356,959 |
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2,386,766 |
Member-directed transfers |
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|
1,220,829 |
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(1,220,829 |
) |
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Net increase (decrease) |
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(3,749,364 |
) |
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|
6,136,130 |
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2,386,766 |
Net assets available for plan benefits: |
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Beginning of year |
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63,566,866 |
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|
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24,793,886 |
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88,360,752 |
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End of year |
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$ |
59,817,502 |
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$ |
30,930,016 |
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$ |
90,747,518 |
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The accompanying notes are an integral part of these financial statements.
3
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan
The following brief description of the Rayonier Investment and Savings Plan for Salaried Employees (the Plan) is
provided for general information purposes only. Members should refer to the Plan document for a more complete description of the Plans provisions.
(a) General
The Plan is a defined contribution
plan covering all eligible full-time salaried employees of Rayonier Inc. (the Company or the Sponsor) upon the first day of any month following the employees date of hire. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Effective November 1, 2001, Investors Bank
& Trust Company replaced Bankers Trust as trustee and Mass Mutual replaced Hewitt as recordkeeper of the Plan.
(b) Contributions
1. Participant DirectedEach year, members may elect to contribute up to 16 percent of the members salary, as defined, to the Plan. Contributions may be made on a before-tax basis, an after-tax basis or a
combination thereof.
2. Non-participant DirectedThe Company makes a matching contribution
of 60 percent of the first 6 percent of each members salary that is contributed to the Plan. Additionally, the Company contributes one-half of 1 percent of each members salary to the members retirement account (retirement
contributions).
Matching Company contributions and retirement contributions are invested entirely in the
Rayonier Inc. Company Stock Fund until a member, who has attained age 55, elects to have all or part of the Company contributions transferred to a fund investing in fixed income investments (Blended Stable Value Fund). This allows participants
approaching retirement age to reduce the risk of holding the vested Company match and retirement contributions entirely in the Rayonier Inc. Common Stock Fund. Pre-tax member contributions were limited by the Internal Revenue Service to $10,500
during the year ended December 31, 2001.
4
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
(c) Member Accounts
Each members account is credited with the members contribution and the related Company contribution. Plan earnings (losses)
and administrative expenses are allocated to member accounts based upon account balances.
(d) Vesting
Members are immediately vested in their contributions plus actual
earnings thereon. Vesting in the members Company contribution account plus actual earnings thereon is based on years of service. A member vests 20 percent after each year of service; full vesting takes place after five years of service.
(e) Investment Options
Prior to November 1, 2001, the Plan offered investment options from Bankers Trust. Effective with the appointment of Investors Bank & Trust as trustee and Mass Mutual
as recordkeeper as of November 1, 2001, a different set of investment options became available to all participants in addition to the Rayonier Inc. Common Stock Fund. At the time of conversion, the Rayonier Inc. Common Stock Fund (Fund A) was
transferred in kind to Investors Bank & Trust, while Fund B (Pyramid Equity Index Fund) and Fund D (Pyramid Balanced Fund) were liquidated and transferred to Investors Bank & Trust. The cash proceeds from Fund B were invested in the Mass
Mutual Indexed Equity Fund. The cash proceeds from Fund D were invested in the Janus Capital Corporation Balanced Fund. One component of Fund C (Pyramid Open End GIC Fund) remained under the management of Deutsche Asset Management, while the other
component of Fund C (Mass Mutual Short-Term Investment Fund) was liquidated and transferred to Mass Mutual. These components formed the Blended Stable Value Fund.
Contributions to the Plan may be invested in the following funds:
Rayonier Inc. Common Stock Fund
Funds are invested
primarily in Rayonier Inc. common stock.
Blended Stable Value Fund
This portfolio consists of two separate funds: Mass Mutuals Guaranteed Interest Fund and the Pyramid Open End GIC Fund. Funds are
invested in investment contracts issued by other financial institutions, fixed income securities and short-term investments, including obligations of the U.S. Government and money market securities having maturities of one year or less. The
funds objective is to provide long-term investment growth.
5
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
Janus Capital Corporation Balanced Fund
This portfolio is managed by the Janus Capital Corporation. Funds are invested in a mix of equity and income-producing
securities (normally 40% to 60% of each). The equity portion favors mature companies with a history of solid earnings and strong cash flows. Fixed-income investments (at least 25%) are selected for their income potential. The funds objective
is to provide capital and current income growth.
Mass Mutual Indexed Equity Fund
This portfolio is managed by Deutsche Asset Managementa member of the Deutsche Bank Group. The fund seeks to match the
performance of Standard & Poors (S&P) 500 Index by investing in a representative sample of the stocks found in the index. The funds objective is to provide returns that closely approximate those of the S&P 500.
Upon enrollment in the Plan, members may direct their contributions and balance transfers in one percent
increments to any of the funds. Members may change their investment options daily.
(f) Member Loans
Members may borrow a minimum of $1,000 from their fund accounts. Loan amounts may not exceed the lesser of
(a) 50 percent of the members vested balance, or (b) $50,000 reduced by the members highest outstanding loan balance, if any, during the prior one-year period. In no event may a member borrow from the members retirement
contributions. Loan transactions are treated as transfers between the investment funds and 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 members account and bear interest at a rate commensurate with local prevailing rates as determined periodically by the Plan Committee. The loans bear interest at fixed rates that ranged from 6.00 percent to 11.55 percent during 2001 and
from 8.75 to 10.50 percent during 2000. Principal and interest are paid ratably through monthly payroll deductions. The member loans are recorded in the Investments, at fair value line in the Statements of Net Assets Available for
Benefits for the years ended December 31, 2001, and 2000.
Loan repayments amounted to $654,790 and $571,599,
while new loans to participants were $749,298 and $429,585 in 2001 and 2000, respectively.
(g) Payment of Benefits and Withdrawals
Plan benefits are payable to
participants at the time of termination or retirement (including early retirement), or in the case of becoming permanently and totally disabled, or to their beneficiary in the event of death, based on the fully vested balance of their accounts.
Alternatively, upon separation from the Company for any reason, a member may elect to defer distribution until March 31 of the year following the members attainment of age 70-1/2, provided the members vested account balance exceeds
$5,000. The member may elect to receive benefit payments in annual installments, generally over a period not to exceed twenty years.
6
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
Withdrawals of any amount may be made from the individuals after-tax account in excess of a prescribed
minimum. Distributions from before-tax accounts are prohibited before attaining the age of 59-1/2 except in the case of death, permanent and total disability or financial hardship. Existence of financial hardship is determined by Internal Revenue
Service criteria.
(h) Forfeited Accounts
Forfeited non-vested accounts are used to reduce future employer contributions or to pay for administrative expenses related to the Plan. In 2001, $170,787 of
forfeited non-vested accounts was used to pay Plan expenses.
2. Summary of Significant Accounting Policies
(a) Basis of Accounting
The accompanying financial statements of the Plan are prepared under the accrual method of accounting with the exception of distributions to participants, which are
recorded when paid.
(b) Use of Estimates
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 contributions, earnings, distributions and expenses during the reporting period. Actual results could differ from those estimates.
(c) Investment Valuation and Income Recognition
The Plans investments are stated at fair value. Investment in Rayonier Inc. common stock is based upon its quoted market price. 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 (Note 5) based upon the current market values of the underlying assets of the commingled fund. The Company has received a copy of the financial statements of each of the commingled investment funds. Statements of Net Assets
Available for Benefits for the Pyramid Open End GIC Fund, the Janus Capital Corporation Balanced Fund and the Mass Mutual Indexed Equity Fund as of December 31, 2001, are filed directly with the Department of Labor.
7
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
Purchases and sales of securities are recorded on a trade-date basis.
The cost of securities sold is determined on the average-cost basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
The Plan provides various investment options for the participants. These investment securities, in general, are exposed to various risks, such as interest rate, credit and
overall market volatility risks. It is reasonably possible that changes in values of Plan investments will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for
Benefits.
3. Investments
The following presents both participant and non-participant directed investments of the Plan:
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December 31,
|
|
|
2001
|
|
2000
|
Rayonier Inc. common stock (non-participant directed) |
|
|
30,655,013 |
|
$ |
24,833,278 |
Rayonier Inc. common stock (participant directed) |
|
|
11,162,028 |
|
|
10,982,048 |
Cash and Short-term Investments Fund (non-participant directed) |
|
|
50,809 |
|
|
262,649 |
Cash and Short-term Investments Fund (participant directed) |
|
|
18,385 |
|
|
111,708 |
Mass Mutual Guaranteed Interest Fund |
|
|
5,274,621 |
|
|
|
Janus Capital Corporation Balanced Fund |
|
|
5,929,730 |
|
|
|
Mass Mutual Indexed Equity Fund |
|
|
23,179,036 |
|
|
|
Pyramid Equity Index Fund * |
|
|
|
|
|
28,206,386 |
Pyramid Open End GIC Fund |
|
|
12,722,819 |
|
|
15,577,713 |
Pyramid Balanced Fund* |
|
|
|
|
|
6,901,453 |
Pyramid Discretionary Cash Fund * |
|
|
|
|
|
4,412 |
Member loans receivable |
|
|
1,431,897 |
|
|
1,337,389 |
|
|
|
|
|
|
|
|
|
$ |
90,424,338 |
|
$ |
88,217,036 |
|
|
|
|
|
|
|
* |
|
Discontinued as of November 1, 2001. |
4. Guaranteed Investment Contracts (GICs)
Certain GICs
held in the Blended Stable Value Fund are synthetic, i.e., the Fund owns certain fixed income marketable securities, and a third party provides a wrapper that guarantees a fixed-rate of return. The Fund is credited with earnings on the
underlying investments and charged for participant withdrawals and administrative expenses. The contract is included in the Funds financial statements at contract value. Contract value represents contributions made under the contract, plus
earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment based on contract value.
8
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
There are no reserves against contract value for credit risk of the
contract issuer or otherwise. The crediting interest rate may be fixed or variable, as specified by each GIC. The average yield was 5.13 percent and 5.77 percent for the years ended December 31, 2001, and 2000, respectively.
The guaranteed rate for Mass Mutuals Guaranteed Interest Fund was 5.50 percent through December 31, 2001.
5. Related Party Transactions
Certain funds are managed by Mass Mutual in its Guaranteed Interest Fund. Investors Bank & Trust is the trustee and Mass Mutual is also the recordkeeper as defined by the Plan and; therefore, these
transactions qualify as party-in-interest transactions. Plan expenses paid to Mass Mutual for investment management services, recordkeeping and trustee services, on behalf of Investors Bank & Trust, amounted to $25,864 in 2001. The Plan held
investments of funds managed by Bankers Trust during the first 10 months of 2001. Plan expenses paid to Bankers Trust for investment management and trustee services amounted to $122,687 in 2001. In addition, certain Plan investments are in Rayonier
Inc. common stock. As Rayonier Inc. is the Sponsor, these transactions also qualify as party-in-interest transactions. At December 31, 2001 and 2000, the Plan held 834,181 and 899,600 shares of Rayonier common stock, respectively, which represented
an ownership interest of 3.06% and 3.32%, respectively, of the outstanding shares on those dates.
6. 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.
7. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of Net Assets Available for Benefits per the financial statements to the Plans tax return filed on IRS Form 5500:
|
|
December 31,
|
|
|
|
2001
|
|
|
2000
|
|
Net assets available for benefits per the financial statements |
|
$ |
90,747,518 |
|
|
$ |
88,360,752 |
|
Amounts allocated to withdrawing members |
|
|
(9,900 |
) |
|
|
(712,641 |
) |
|
|
|
|
|
|
|
|
|
Net assets available for benefits per Form 5500 |
|
$ |
90,737,618 |
|
|
$ |
87,648,111 |
|
|
|
|
|
|
|
|
|
|
9
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS(Continued)
The following is a reconciliation of benefits paid to members per the
financial statements to the Plans tax return filed on IRS Form 5500:
|
|
Year ended December 31, 2001
|
|
Distributions to members per the financial statements |
|
$ |
10,809,940 |
|
Add: Amounts allocated to withdrawing memberscurrent year |
|
|
9,900 |
|
Less: Amounts allocated to withdrawing membersprior year |
|
|
(712,641 |
) |
|
|
|
|
|
Distributions to members per Form 5500 |
|
$ |
10,107,199 |
|
|
|
|
|
|
Amounts allocated to withdrawing members are recorded on the Form
5500 as benefit claims that have been processed and approved for payment prior to December 31, 2001, but not yet paid as of that date. This amount was significantly reduced in 2001 due to the daily processing of transactions, which became effective
in February 2001.
8. 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 the
applicable requirements of the Internal Revenue Code (IRC). The Plan has been amended since receiving the determination letter. The Plan Administrator believes that the Plan, as currently designed, is still being operated in compliance
with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements.
9. Administrative Expenses
An annual fee to the Plan of up to 0.25
percent of the market value of the assets held by the Plan may be charged to satisfy expenses incurred in conjunction with Plan administration. This includes, but is not limited to, investment management fees, trustee fees and recordkeeping fees.
The Company pays the balance of Plan expenses in excess of the maximum charge allowable to the Plan. During 2001, total administrative expenses were $207,559, less than the maximum allowable charge of $227,178.
10
SCHEDULE H, Line 4i
RAYONIER INVESTMENT AND SAVINGS PLAN FOR SALARIED EMPLOYEES
SCHEDULE H, LINE 4i: SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
As of December 31, 2001
PLAN NUMBER 100
EMPLOYER IDENTIFICATION NUMBER 13-2607329
|
|
Description
|
|
Units / Shares
|
|
Cost
|
|
Current Value
|
|
* |
|
Cash and Short-term Investment Fund |
|
69,194 |
|
$ |
69,194 |
|
$ |
69,194 |
* |
|
Blended Stable Value Fund |
|
1,789,970 |
|
|
17,918,033 |
|
|
17,997,440 |
* |
|
Mass Mutual Indexed Equity Fund |
|
2,185,526 |
|
|
21,974,992 |
|
|
23,179,036 |
* |
|
Janus Capital Corporation Balanced Fund |
|
585,077 |
|
|
5,854,590 |
|
|
5,929,730 |
* |
|
Rayonier Inc. Common Stock Fund |
|
834,181 |
|
|
35,706,731 |
|
|
41,817,041 |
* ** |
|
Member loans receivable |
|
1,431,897 |
|
|
1,431,897 |
|
|
1,431,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
82,955,437 |
|
$ |
90,424,338 |
|
|
|
|
|
|
|
|
|
|
|
* |
|
Denotes Party In-Interest transaction. |
** |
|
The loans bear fixed interest rates that range from 6.00 percent to 11.55 percent. |
11
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in
Registration Statement No. 33-65291 of Rayonier Inc. on Form S-8 of our report dated June 14, 2002, appearing in this Annual Report on Form 11-K of Rayonier Investment and Savings Plan for Salaried Employees for the year ended December 31, 2001.
DELOITTE & TOUCHE LLP
Jacksonville, Florida
June 26, 2002
12
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Investment and Savings Plan Committee for the Rayonier Investment and Savings Plan for Salaried Employees 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) |
|
By: |
|
/s/ JOHN P. OGRADY
|
|
|
John P. OGrady Plan
Administrator |
Date: June 26, 2002
13
Exhibit No.
|
|
Description
|
|
Location
|
|
99 |
|
Report of Independent Certified Public Accountants for the Plan year ended December 31, 2000 |
|
Filed herewith |
14