<PAGE> 1
As filed with the Securities and Exchange Commission on March __,
1995
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0739250
(State of incorporation) (IRS Employer Identification
No.)
3600 N.W. 82nd Ave., Miami, Florida 33166
(Address of Principal Executive Offices)
-----------------
RYDER SYSTEM, INC. SAVINGS RESTORATION PLAN
(Full Title of the Plan)
JAMES M. HERRON, Esq.
Ryder System, Inc.
3600 N.W. 82nd Avenue, Miami, Florida 33166
(305) 593-3283
(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plan:
From time to time after the effective date of
this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to be price offering registration
to be registered registered per share price fee(2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interests in the
Ryder System, Inc.
Savings Restoration
Plan (1) (1) (1) $100.00
================================================================================
</TABLE>
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminable amount of
interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) The minimum registration fee required pursuant to Section 6(b)
of the Securities Act of 1933 is being paid.
<PAGE> 2
PART II
-------
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Ryder System, Inc. (the
"Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated in this Registration Statement by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal year covered by the annual
report referred to in (a) above.
(c) The description of the Registrant's common stock, par
value $.50, and the Registrant's preferred share purchase rights
contained in its Registration Statement on Form S-3, No. 33-33600
filed on February 27, 1990, as amended, with the Commission.
All documents subsequently filed by the Registrant or the Plan
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part of this
Registration Statement from the date of the filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the interests in the Ryder System, Inc.
Savings Restoration Plan to be offered have been passed upon for
the Registrant by James M. Herron, Senior Executive Vice President
and General Counsel of the Registrant. Mr. Herron owns
beneficially 11,246 shares of common stock of the Registrant and
directly owns options to purchase 190,667 shares of common stock.
-2-
<PAGE> 3
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Official Florida Statutes, as amended, Chapter 607, Section
607.0850 authorizes the indemnification of officers, directors,
employees and agents under certain circumstances.
Article IV of the Registrant's Restated Articles of
Incorporation provides that the Registrant has the power to
indemnify its directors, officers, and other employees to the
fullest extent permitted by law. Article XII of the Registrant's
By-Laws further provides that the Registrant shall indemnify to the
fullest extent permitted by current or future legislation or
current or future judicial or administrative decisions (to the
extent such future legislation or decisions permit the Registrant
to provide broader indemnification rights than permitted prior to
such legislation or decisions), each person who is a party or
witness to any proceeding (whether civil, criminal, administrative
or investigative) against any liability (including any judgment,
settlement, penalty or fine) or cost, charge or expense (including
reasonable expenses incurred in defending such actions) by reason
of the fact that such indemnified person is or was a director,
officer or employee of the Registrant, or is or was an agent as to
whom the Registrant has agreed to grant such indemnification, or is
or was serving at the request of the Registrant as a director,
officer or employee of another corporation, trust or enterprise.
Since November 6, 1964, there has been in effect a directors
and officers liability insurance policy which, commencing November
6, 1986, has been with the Federal Insurance Company. The coverage
extends to wrongful acts such as breach of duty and negligence, but
does not extend to acts proven to be dishonest. Currently, the
coverage is subject to a deductible amount of $750,000 with a
policy limit of $25,000,000. The Registrant pays the premiums for
this policy.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
-3-
<PAGE> 4
which, individually or in the aggregate, represents a fundamental
change in the information set forth in the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-4-
<PAGE> 5
SIGNATURES
----------
THE REGISTRANT. 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida, on the 10th
day of March, 1995.
RYDER SYSTEM, INC.
By: M. ANTHONY BURNS
----------------
M. Anthony Burns
Chairman of the Board,
President and
Chief Executive Officer
---------------------------
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
(S> <C> <C>
M. ANTHONY BURNS Chairman of Board,
- ---------------------- President and
M. Anthony Burns Chief Executive
Officer (Principal
Executive Officer) March 10, 1995
EDWIN A. HUSTON Senior Executive Vice
- ---------------------- President - Finance
Edwin A. Huston and Chief Financial
Officer (Principal
Executive Officer) March 10, 1995
ANTHONY G. TEGNELIA Senior Vice Presi-
- ---------------------- dent and Controller
Anthony G. Tegnelia (Principal Accounting
Officer) March 10, 1995
ARTHUR H. BERNSTEIN Director
- ---------------------- March 10, 1995
Arthur H. Bernstein*
Director
- ---------------------- March 10, 1995
Edward T. Foote II
</TABLE>
-5-
<PAGE> 6
<TABLE>
<S> <C> <C>
JOHN A. GEORGES Director
- ---------------------- March 10, 1995
John A. Georges*
VERNON E. JORDAN, JR. Director
- ---------------------- March 10, 1995
Vernon E. Jordan, Jr.*
HOWARD C. KAUFFMANN Director
- ---------------------- March 10, 1995
Howard C. Kauffmann*
DAVID T. KEARNS Director
- ---------------------- March 10, 1995
David T. Kearns*
LYNN M. MARTIN Director
- ---------------------- March 10, 1995
Lynn M. Martin*
JAMES W. MCLAMORE Director
- ---------------------- March 10, 1995
James W. McLamore*
PAUL J. RIZZO Director
- ---------------------- March 10, 1995
Paul J. Rizzo*
DONALD V. SEIBERT Director
- ---------------------- March 10, 1995
Donald V. Seibert*
HICKS B. WALDRON Director
- ---------------------- March 10, 1995
Hicks B. Waldron*
ALVA O. WAY Director
- -------------------- March 10, 1995
Alva O. Way*
MARK H. WILLES Director
- -------------------- March 10, 1995
Mark H. Willes*
YASMINE B. ZYNE
- --------------------
*By: Yasmine B. Zyne March 10, 1995
Attorney-in-Fact
</TABLE>
-6-
<PAGE> 7
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the Retirement Committee, Administrator of the Ryder
System, Inc. Savings Restoration Plan, has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State
of Florida, on the 10th day of March, 1995.
RYDER SYSTEM, INC. SAVINGS
RESTORATION PLAN
By: /s/ C. ROBERT CAMPBELL
--------------------------------
Name: C. Robert Campbell
On behalf of the Retirement
Committee, Administrator of the
Savings Restoration Plan
-7-
<PAGE> 8
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit Registration
Table Statement
Number Exhibit Page
- ------ ------- ------------
<S> <C> <C>
(4) Instruments defining the rights of
security holders, including indentures:
(a) By-Laws of the Registrant, as
amended through November 23, 1993,
previously filed with the Commission
as an exhibit to the Registrant's
Annual Report on Form 10-K for the
year ended December 31, 1993, are
incorporated by reference herein. *
(b) Restated Articles of Incorporation
of the Registrant, dated November
8, 1985, as amended through May 18,
1990, previously filed with the
Commission as an exhibit to the
Registrant's Annual Report on Form
10-K for the year ended December
31, 1990, are incorporated by
reference herein. *
(c) Rights Agreement between the
Registrant and First Chicago Trust
Company of New York (then named
Morgan Guaranty Trust Company of
New York) dated as of February 28,
1986, previously filed with the
Commission as an exhibit to the
Registrant's Registration Statement
on Form 8-A dated March 7, 1986, is
incorporated by reference herein. *
(d) The Amendment to Rights Agreement
between the Registrant and First
Chicago Trust Company of New York
dated as of July 28, 1989, previously
filed with the Commission as an
exhibit to the Registrant's Amendment
to Application or Report on Form 8-K
dated August 2, 1989 is incorporated
herein by reference. *
</TABLE>
- -----------------------------------
* Incorporated by reference as indicated herein.
-8-
<PAGE> 9
<TABLE>
<CAPTION>
Exhibit Registration
Table Statement
Number Exhibit Page
- ------ ------- ------------
<S> <C>
(5) Opinions re legality:
(a) Opinion of James M. Herron, Esq.,
Senior Executive Vice President
and General Counsel of the Registrant. 10
(15) Letter re unaudited interim financial
information:
(a) Letter from KPMG Peat Marwick LLP
concerning unaudited interim
financial information. 12
(23) Consents of experts and counsel:
(a) Consent of KPMG Peat Marwick LLP,
Independent Certified Public
Accountants. 13
(b) Consent of Counsel for the
Registrant is included in
Exhibit (5)(a).
(24) Powers of Attorney:
(a) Arthur H. Bernstein 14
(b) John A. Georges 15
(c) Vernon E. Jordan, Jr. 16
(d) Howard C. Kauffmann 17
(e) David T. Kearns 18
(f) Lynn M. Martin 19
(g) James W. McLamore 20
(h) Paul J. Rizzo 21
(i) Donald V. Seibert 22
(j) Hicks B. Waldron 23
(k) Alva O. Way 24
(l) Mark H. Willes 25
(28) Information from reports furnished to
state insurance regulatory authorities:
None
(99) Additional Exhibits:
None.
</TABLE>
-9-
<PAGE> 1
EXHIBIT 5(a)
(LOGO) RYDER
March 9, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: OPINION OF COUNSEL FOR REGISTRATION STATEMENT ON FORM S-8 OF
RYDER SYSTEM, INC.
Gentlemen:
I have acted as counsel for Ryder System, Inc. (the "Company") in connection
with its registration on Form S-8 of participation interests (the "Interests")
in the Ryder System, Inc. Savings Restoration Plan (the "Plan"). In the course
thereof, I have examined such records of the Company, certificates of officers
of the Company, and other documents as I have deemed relevant and necessary as
a basis for the opinions set forth below.
In giving the opinions expressed below, I do not purport to be an expert in the
laws of any jurisdiction other than the State of Florida and the United States.
Based upon the foregoing, and relying upon statements of fact contained in the
documents referred to, I am of the opinion that:
1. All necessary corporate action with respect to the authorization of the
Interests under the Plan has been taken by the Company.
2. Any Interests issued in connection with the Plan will be validly issued,
fully paid, and non-assessable when the Registration Statement and any
amendments thereto shall have become effective.
3. Because the Plan is unfunded and is maintained primarily for the purpose
of providing deferred compensation for a select group of highly compensated
employees, the Plan is not qualified under Section 401 of the Internal Revenue
Code of 1986, as amended, and the Plan is exempt from participation, vesting,
funding, and fiduciary requirements of
<PAGE> 2
Securities and Exchange Commission
March 9, 1995
Page 2
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Further, benefits under the Plan are not guaranteed under Title IV
of ERISA.
I hereby consent to the filing of a copy of this Opinion as an exhibit to the
Registration Statement on Form S-8 and to the use of my name therein.
Yours sincerely,
/s/ James M. Herron
------------------------
James M. Herron
<PAGE> 1
EXHIBIT 15(a)
The Board of Directors
Ryder System, Inc.:
Ladies and Gentlemen:
Re: Form S-8 Registration Statement for the Ryder System, Inc. Savings
Restoration Plan
With respect to the subject registration statement, we acknowledge our
awareness of the use therein of our reports dated April 19, 1994, July 21,
1994, and October 19, 1994 related to our reviews of interim financial
information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the
meaning of Sections 7 and 11 of the Act.
Very truly yours,
KPMG Peat Marwick LLP
Miami, Florida
March 10, 1995
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
Ryder System, Inc.:
We consent to the use of our audit reports dated February 7, 1994, which
reports are incorporated by reference or appear in the Annual Report on Form
10-K of Ryder System, Inc. for the year ended December 31, 1993, which Form
10-K is incorporated into this Registration Statement on Form S-8, for the
Ryder System, Inc. Savings Restoration Plan, by reference. Our audit reports
refer to a change in the method of accounting for income taxes and for
postretirement benefits other than pensions in 1993.
KPMG PEAT MARWICK LLP
Miami, Florida
March 10, 1995
<PAGE> 1
EXHIBIT 24(a)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Arthur H. Bernstein
----------------------------------
Arthur H. Bernstein
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Arthur H. Bernstein, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(b)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
John A. Georges
----------------------------------
John A. Georges
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared John A. Georges, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(c)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Vernon E. Jordan, Jr.
----------------------------------
Vernon E. Jordan, Jr.
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Vernon E. Jordan, Jr. personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(d)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Howard C. Kauffmann
----------------------------------
Howard C. Kauffmann
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Howard C. Kauffmann, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(e)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
David T. Kearns
----------------------------------
David T. Kearns
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared David T. Kearns, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(f)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Lynn M. Martin
----------------------------------
Lynn M. Martin
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Lynn M. Martin, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(g)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
James W. McLamore
----------------------------------
James W. McLamore
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared James W. McLamore, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(h)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Paul J. Rizzo
----------------------------------
Paul J. Rizzo
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Paul J. Rizzo, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(i)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Donald V. Seibert
----------------------------------
Donald V. Seibert
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Donald V. Seibert, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(j)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Hicks B. Waldron
----------------------------------
Hicks B. Waldron
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Hicks B. Waldron, personally known to me and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(k)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Alva O. Way
----------------------------------
Alva O. Way
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Alva O. Way, personally known to me and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
<PAGE> 1
EXHIBIT 24(l)
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statements for the Ryder System, Inc. Savings Restoration Plan and
any and all amendments thereto and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and
Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and
purposes as they might or could do in person, hereby ratifying and confirming
all that each said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Mark H. Willes
----------------------------------
Mark H. Willes
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
Before me appeared Mark H. Willes, personally known to me and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me this 17th day of February, 1995 that he or she
executed said instrument for the purposes therein expressed.
Witness my hand and official seal:
Lourdes Palomares
----------------------------------
Notary Public
My commission expires:
