AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1995
REGISTRATION STATEMENT NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RYDER SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
FLORIDA 59-0739250
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
</TABLE>
- ------------------------
<TABLE>
<S> <C>
JAMES M. HERRON, ESQ.
3600 N.W. 82ND AVENUE 3600 N.W. 82ND AVENUE
MIAMI, FLORIDA 33166 MIAMI, FLORIDA 33166
305/593-3726 305/593-3283
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) INCLUDING AREA CODE, OF AGENT FOR SERVICE)
</TABLE>
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COPY TO:
WILLIAM P. ROGERS, JR., ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
TELEPHONE 212/474-1270
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS TO BE OFFERING PRICE AGGREGATE REGISTRATION
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1)(2) FEE
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<S> <C> <C> <C> <C>
Debt Securities.......................... $800,000,000 100% $800,000,000 $275,862
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee.
(2) Plus an additional amount of Debt Securities issued with Original
Issue Discount such that the aggregate public offering price of all
Debt Securities will not exceed $800,000,000 (the initial public offering
price of any Debt Securities denominated in any foreign currency or
currency unit shall be the U.S. dollar equivalent thereof).
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
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<PAGE>
$800,000,000
RYDER SYSTEM, INC.
DEBT SECURITIES
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Ryder System, Inc. (the 'Company') from time to time may offer its debt
securities (the 'Debt Securities'), in one or more Series, of up to $800,000,000
in aggregate principal amount (or net proceeds in the case of securities issued
at an original issue discount), including the equivalent thereof in other
currencies, or composite currency units such as the European Currency Unit, in
amounts, at prices and on terms to be determined at the time of offering. See
'Plan of Distribution.'
The Debt Securities, when issued, will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
When a particular Series of Debt Securities is offered (the 'Offered Debt
Securities'), a supplement to this Prospectus will be delivered (the 'Prospectus
Supplement') together with this Prospectus setting forth the terms of such
Offered Debt Securities, including the specific designation, aggregate principal
amount, denominations, maturity, interest rate (or method for its calculation)
and payment dates, if any, any redemption or repayment terms, the initial public
offering price, whether such Offered Debt Securities will be issued, in whole or
in part, in registered, bearer or global form (or any two or three of such
forms), the names of, and the principal amounts to be purchased by or through
underwriters, dealers or agents, if any, and the compensation of such persons,
any listing of the Offered Debt Securities on a securities exchange and other
terms in connection with the offering and sale of such Offered Debt Securities.
The Company may sell the Debt Securities to or through underwriters and also may
sell the Debt Securities directly to other purchasers or through agents or
dealers. See 'Plan of Distribution.'
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------------
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
The Date of this Prospectus is April , 1995.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OTHER THAN THOSE CONTAINED IN, OR
INCORPORATED BY REFERENCE IN, THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE DEBT SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT
ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act'), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the 'Commission'). Such reports and other information concerning the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the Commission's Regional Offices at 500 West Madison Street, Chicago,
Illinois 60661-2511 and 7 World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed
rates. Certain securities of the Company are listed on the New York, Chicago and
Pacific stock exchanges. Reports and other information concerning the Company
can also be inspected in the offices of such stock exchanges.
The Company has filed with the Commission a registration statement on Form
S-3 with respect to the Debt Securities (herein, together with all amendments
and exhibits, referred to as the 'Registration Statement') under the Securities
Act of 1933, as amended (the 'Securities Act'). This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1994, which has been filed by the Company with the Commission pursuant to
the Exchange Act, is incorporated by reference in this Prospectus and shall be
deemed to be a part hereof.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
and any accompanying Prospectus Supplement shall be deemed to be incorporated
herein by reference and shall be deemed to be a part hereof from the date of
filing of such documents (such documents, and the documents enumerated above,
being herein referred to as 'Incorporated Documents'; provided, however, that
the documents enumerated above and documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing with the Commission of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 shall not be Incorporated Documents or be
incorporated by reference in this Prospectus or be a part hereof from and after
the filing of such Annual Report on Form 10-K).
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of the Registration Statement or this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed Incorporated Documents or in an accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement
2
<PAGE>
so modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all Incorporated Documents, other than
exhibits to such Incorporated Documents unless such exhibits are specifically
incorporated by reference into the Incorporated Documents. Requests should be
directed to James M. Herron, Senior Executive Vice President and General
Counsel, Ryder System, Inc., 3600 N.W. 82nd Avenue, Miami, Florida 33166
(Telephone: 305/593-3283).
RYDER SYSTEM, INC.
The Company was incorporated in Florida in 1955. Through its subsidiaries,
the Company engages primarily in the following businesses: (1) full service
leasing and short-term rental of trucks, tractors and trailers; (2) integrated
logistics services; (3) public transit management and student transportation;
and (4) transportation by truck of automobiles, trucks and dry freight.
The principal executive offices of the Company are located at 3600 N.W.
82nd Avenue, Miami, Florida 33166. Its telephone number is 305/593-3726.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds
available to the Company from the sale of the Offered Debt Securities may be
used for general corporate purposes, which might include the repayment of
indebtedness, working capital, capital expenditures, acquisitions and the
repurchase of shares of the Company's equity securities. Pending use for these
purposes, the Company may invest proceeds from the sale of the Offered Debt
Securities in short-term marketable securities. The precise amount and timing of
sales of any Debt Securities will be dependent on market conditions and the
availability and cost of other funds to the Company.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its subsidiaries, whether or not consolidated, for each of the
periods indicated. For purposes of computing the ratio of earnings to fixed
charges, fixed charges consist of interest expense plus interest capitalized and
that portion (one third) of rental expense considered to represent interest.
Earnings are computed by adding fixed charges, except interest capitalized, to
earnings from continuing operations before income taxes. On December 7, 1993,
the Company completed the spin-off of its aviation services businesses through a
distribution of common shares of Aviall, Inc. to holders of the Company's common
stock. Prior period ratios have been restated to exclude discontinued
operations, such as those aviation services businesses.
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
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1994 1993 1992 1991 1990
- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C>
2.36 2.23 1.90 1.29 1.43
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which a Prospectus Supplement may
relate. The particular terms of the Offered Debt Securities and the extent, if
any, to which such general provisions do not apply to the Offered Debt
Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
The Offered Debt Securities may be issued from time to time under an
Indenture dated as of May 1, 1987 and supplemented as of November 15, 1990 and
June 24, 1992 (as supplemented, the
3
<PAGE>
'Indenture'), between the Company and The Chase Manhattan Bank (National
Association), as Trustee (the 'Trustee'). The following are brief summaries of
certain provisions of the Indenture and are subject to the detailed provisions
of such Indenture, to which reference is hereby made for a complete statement of
such provisions. References appearing below are to the Indenture and, wherever
particular provisions are referred to, such provisions are incorporated by
reference as a part of the statement made, and the statement is qualified in its
entirety by such reference. Whenever a capitalized term is referred to and not
herein defined, the definition thereof is contained in the Indenture.
GENERAL
The Debt Securities which may be offered under the Indenture are not
limited in amount and may be issued from time to time in one or more Series.
(Section 2.01.)
The Debt Securities may be issued in fully registered form without coupons
('Registered Securities') or in bearer form with or without coupons ('Bearer
Securities'). In addition, Debt Securities may be issued in the form of one or
more global securities (each a 'Global Security'). Registered Securities which
are book-entry securities ('Book-Entry Securities') will be issued as registered
Global Securities. Bearer Securities may be issued in the form of temporary or
definitive Global Securities. Unless otherwise provided in the Prospectus
Supplement, the Debt Securities will be only Registered Securities.
Debt Securities of a single Series may be issued at various times with
different maturity dates and different principal repayment provisions, may bear
interest at different rates, may be issued at or above par or with an original
issue discount, and may otherwise vary, all as provided in the Indenture.
The Debt Securities will be unsecured and unsubordinated general
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
Series of Offered Debt Securities for the following terms of such Debt
Securities: (a) the title of such Debt Securities; (b) any limit upon the
aggregate principal amount of such Debt Securities; (c) the initial public
offering price; (d) the currency or currency unit of payment; (e) the date or
date on which the principal of such Debt Securities is payable; (f) the rate or
rates at which such Debt Securities will bear interest or the method for
calculating such rate, if any, the date or dates from which such interest will
accrue, the dates on which such interest will be payable and the record date for
the interest payable on any interest payment date; (g) whether such Debt
Securities will be issued as Registered Securities or Bearer Securities or both;
(h) the place where the principal of and interest on such Debt Securities will
be payable; (i) the period or periods, if any, within which the price or prices
at which and the terms and conditions upon which such Debt Securities may be
redeemed by the Company; (j) the obligation, if any, of the Company to redeem or
purchase such Debt Securities pursuant to any sinking fund or at the option of a
Holder thereof, and the terms and conditions upon which such Debt Securities
shall be redeemed or purchased pursuant to such obligation; (k) any provisions
for the remarketing of the Debt Securities by and on behalf of the Company; (l)
if other than denominations of $1,000 and integral multiples thereof, the
denominations in which such Debt Securities shall be issuable; (m) if other than
the principal amount thereof, the portion of the principal amount of such Debt
Securities which shall be payable upon declaration of acceleration of the
maturity thereof; (n) whether the Offered Debt Securities are to be issued in
whole or in part in the form of one or more Global Securities and, if so, the
identity of the depositary for such Global Security or Securities; (o) whether
and under what circumstances the Company will pay additional amounts to any
Holder of Offered Debt Securities who is not a United States person in respect
of any tax, assessment or other governmental charge required to be withheld or
deducted and, if so, whether the Company will have the option to redeem rather
than pay any additional amounts; (p) any additions, deletions or modifications
to the covenants, events of default or the ability of the Company to discharge
its obligations set forth in the Indenture, that will be applicable with respect
to the Offered Debt
4
<PAGE>
Securities; or (q) any other terms not inconsistent with the Indenture. (Section
2.02.) If any Debt Securities of a particular Series are Bearer Securities, the
Prospectus Supplement will describe additional provisions relating to, and any
applicable restrictions on, such Bearer Securities, including certain tax
consequences.
A Debt Security will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. Such signature will be
conclusive evidence that the Debt Security has been authenticated under the
Indenture. (Section 2.03.)
The Company will maintain an office or agency where registered Debt
Securities may be presented for registration of transfer or exchange
('Registrar') and an office or agency where the Debt Securities and coupons, if
any, may be presented for payment ('Paying Agent'). For a discussion of certain
restrictions on the registration, transfer and exchange of Global Securities,
see 'Global Securities'. If the Company fails to maintain a Registrar or Paying
Agent, the Trustee will act as such. (Sections 2.05 and 4.04.)
CERTAIN DEFINITIONS
A summary of the definitions of certain terms in the Indenture follows
(reference should be made to Article 1 of the Indenture for complete definitions
of the following and other terms):
'Additional Amounts' means any additional amounts which are required by
a Debt Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of
certain taxes, assessments or other governmental charges imposed on certain
Holders of Debt Securities.
'After-Acquired Indebtedness' means (a) pre-existing indebtedness
assumed by the Company or a Restricted Subsidiary as a result of the
acquisition of the assets or stock of an entity other than a Subsidiary of
the Company and (b) liens on property existing at the time of acquisition
of said property.
'Indebtedness' means indebtedness other than Subordinated Indebtedness
of the Company or its Restricted Subsidiaries for borrowed money or leasing
obligations as reflected on the Consolidated balance sheet of the Company
and its Restricted Subsidiaries, and indebtedness of other parties
guaranteed by the Company or its Restricted Subsidiaries.
'Leasing Indebtedness' means the capitalized Indebtedness of any lease
obligations on personal property.
'Net Tangible Assets' means total assets as reflected on the
Consolidated balance sheet of the Company and its Restricted Subsidiaries,
after deduction for minority interests, less: (a) goodwill and other
intangibles, (b) amounts invested in, advanced to, or equity in
Unrestricted Subsidiaries and (c) unamortized debt discount.
'Original Issue Discount Debt Security' means a Debt Security which
provides that an amount less than the principal amount thereof shall become
due and payable upon acceleration of the maturity or redemption thereof, or
any Debt Security which for United States Federal income tax purposes would
be considered an original issue discount debt security.
'Restricted Subsidiary' means any Subsidiary other than an Unrestricted
Subsidiary.
'Secured Indebtedness' means Indebtedness, other than Intercompany
Indebtedness, secured by a lien on any property and any unsecured
Indebtedness of any Restricted Subsidiary other than a Foreign Financing
Subsidiary.
'Unrestricted Subsidiary' means (a) any Subsidiary (other than a Foreign
Financing Subsidiary) substantially all of the property of which is located
or substantially all of the business of which is conducted outside of the
United States of America or its possessions, Canada or the United Kingdom
and (b) any other Subsidiary (including, if so designated, a Foreign
Financing
5
<PAGE>
Subsidiary) so designated by the Board of Directors or the Chief Executive
Officer of the Company.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Secured Indebtedness.
Unless otherwise provided in the Prospectus Supplement, the Company and its
Restricted Subsidiaries will not incur any Secured Indebtedness unless Debt
Securities then outstanding are equally and ratably secured, with the following
exceptions: (a) Secured Indebtedness existing at the date of the Indenture, (b)
Indebtedness of a corporation in existence at the time it becomes a Restricted
Subsidiary, (c) After-Acquired Indebtedness, (d) Intercompany Indebtedness
secured in favor of the Company or any Restricted Subsidiary, (e) Indebtedness
deemed Secured Indebtedness by virtue of certain liens or charges not yet due or
payable without penalty or which are being contested and for which reserves have
been set aside, (f) industrial revenue bond Indebtedness, (g) Real Property
Indebtedness, (h) Leasing Indebtedness not to exceed 10% of Consolidated Net
Tangible Assets and (i) additional Secured Indebtedness and Leasing Indebtedness
not to exceed a total of 15% of Consolidated Net Tangible Assets. (Section
4.06.)
Limitation on Consolidations and Mergers.
The Company shall not consolidate with or merge into, or transfer all or
substantially all of its assets to, another entity unless such entity is a
corporation that assumes all the obligations under the Debt Securities and the
Indenture and certain other conditions are met (whereupon all such obligations
of the Company shall terminate). (Section 5.01.)
EVENTS OF DEFAULT AND REMEDIES
Unless otherwise provided in the Prospectus Supplement, the Events of
Default with respect to the Debt Securities of any Series are: (a) default for
30 days in the payment of interest thereon, (b) default in the payment of
principal thereof, (c) default in performance of any other agreement of the
Company with respect thereto which continues for 90 days after written notice,
and (d) certain events of bankruptcy, insolvency or reorganization. (Section
6.01.) If an Event of Default is continuing with respect to the Debt Securities
of any Series, the Trustee or the Holders of 25% in principal amount of the Debt
Securities of that Series, by notice in writing to the Company and the Trustee,
may accelerate the principal of such Debt Securities, but the Holders of a
majority in principal amount of such Debt Securities may rescind such
acceleration if all existing Events of Default have been cured. (Section 6.02.)
Holders of Debt Securities may not enforce the Indenture except in the case
of the failure of the Trustee, for 60 days, to act after notice of an Event of
Default and a request to enforce the Indenture by the Holders of 25% in
principal amount of the Series of Debt Securities affected thereby and an offer
of indemnity satisfactory to the Trustee. (Section 6.06.) This provision will
not prevent any Holder of a Debt Security from enforcing payment of the
principal of and interest on such Debt Security at the respective due dates
thereof. (Section 6.07.) The Holders of a majority in principal amount of the
Debt Securities of any Series may direct the manner of conducting any
proceedings for any remedy or trust power available to the Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture, is unduly prejudicial to Holders of other Debt Securities or would
involve the Trustee in personal liability. (Section 6.05.)
Holders of a majority in principal amount of any Series of Debt Securities
may waive any Default with respect to that Series except a Default in payment of
the principal or interest. (Section 6.04.)
The Company will furnish an annual Officers' Certificate to the Trustee as
to knowledge of any Default under the Indenture. (Section 4.03.)
6
<PAGE>
SATISFACTION AND DISCHARGE
Unless otherwise provided in the Prospectus Supplement, the Company may
terminate certain of its obligations under the Indenture, including its
obligation to comply with the covenants described above with respect to the Debt
Securities of any Series which does not provide for the payment of any
Additional Amounts, on the terms and subject to the conditions contained in the
Indenture, by depositing in trust with the Trustee, money or U.S. Government
Obligations sufficient to pay principal and interest on such Debt Securities to
maturity. Such deposit and termination is conditioned upon the Company's
delivery of an opinion of independent tax counsel that the Holders of such Debt
Securities will have no Federal income tax consequences as a result of such
deposit and termination. Such termination will not relieve the Company of its
obligation to pay when due the principal of or interest on the Debt Securities
if the Debt Securities are not paid from the money or U.S. Government
Obligations held by the Trustee for the payment thereof. (Section 8.01.)
MODIFICATION AND WAIVER
The Company and the Trustee, with the consent of the Holders of 66 2/3% in
principal amount of the Debt Securities affected, may execute supplemental
indentures amending the Indenture or such Debt Securities, except that no such
amendment may, without the consent of the Holders of the affected Debt
Securities, among other things, change the maturity or reduce the principal
amount thereof, change the rate or the time of payment of interest thereon,
change any obligation of the Company to pay Additional Amounts relating to a
particular Debt Security or reduce the amount of principal of an Original Issue
Discount Debt Security that would be due and payable upon a declaration of
acceleration of the maturity thereof. (Sections 9.02 and 9.03.)
The Company and the Trustee may also, without the consent of any Holders of
Debt Securities, enter into supplemental indentures for the purposes, among
other things, of curing ambiguities and inconsistencies and making changes that
do not adversely affect the rights of any Holders of Debt Securities. (Section
9.01.)
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the Prospectus Supplement, payment of
principal of, premium, if any, and interest, if any, on Registered Securities
will be made in U.S. dollars at the office of such Paying Agent or Paying Agents
as the Company may designate from time to time, except that at the option of the
Company payment of any interest may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the security
register maintained by the Registrar. Unless otherwise provided in the
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the person in whose name such Registered Security is
registered at the close of business on the regular record date for such
interest. (Section 4.01.)
Unless otherwise provided in the Prospectus Supplement, payment of
principal of, premium, if any, and interest, if any, on Bearer Securities will
be payable in U.S. dollars, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as the Company may
designate from time to time and payment of interest on Bearer Securities with
coupons appertaining thereto on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date. No
payment of interest on a Bearer Security will be made unless on the earlier of
the date of the first such payment by the Company or the delivery by the Company
of the Bearer Security in definitive form, a written certificate in the form
required by the Indenture is provided to the Trustee stating that on such date
the Bearer Security is not owned by a United States person or, if a beneficial
interest in such Bearer Security is owned by a United States person, that such
United States person (i) is a foreign branch of a United States financial
institution, (ii) acquired and holds the Bearer Security through the foreign
branch of a United States financial institution (and, in either case (i) or
(ii), such financial institution agrees to comply with the
7
<PAGE>
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of
1986, as amended (the 'Code'), and the regulations thereunder) or (iii) is a
financial institution purchasing for resale during the restricted period (as
defined under 'Global Securities--Bearer Securities') only to non-United States
persons outside the United States. As used herein, 'United States' means the
United States of America (including the states and the District of Columbia),
its territories, its possessions and any other areas subject to its
jurisdiction. No payment with respect to any Bearer Security will be made at any
office or agency of the Company in the United States or by check mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United States. Notwithstanding the foregoing, payments of
principal of, premium, if any, and interest, if any, on Bearer Securities
denominated and payable in U.S. dollars will be made at the office of the
Company's Paying Agent in The City of New York, if (but only if) payment of the
full amount thereof at all offices or agencies outside the United States is
illegal or effectively precluded by exchange controls or other similar
restrictions. (Section 4.04.)
Unless otherwise provided in the Prospectus Supplement, the Corporate Trust
Office of the Trustee in The City of New York will be designated as the
Company's sole Paying Agent for payments with respect to Offered Debt Securities
that are issuable solely as Registered Securities and as the Company's Paying
Agent in The City of New York for payments with respect to Offered Debt
Securities (subject to the limitations described above in the case of Bearer
Securities) that are issuable solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Any Paying Agents outside the United States
and any other Paying Agents in the United States initially designated by the
Company for the Offered Debt Securities will be named in the Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that, if Debt Securities of a Series
are issuable solely as Registered Securities, the Company will be required to
maintain a Paying Agent in each place of payment for such Series and, if Debt
Securities of a Series are issuable as Bearer Securities, the Company will be
required to maintain (i) a Paying Agent in The City of New York for payments
with respect to any Registered Securities of the Series (and for payments with
respect to Bearer Securities of the Series in the circumstances described above,
but not otherwise) and (ii) a Paying Agent in a place of payment located outside
the United States where Debt Securities of such Series and any coupons
appertaining thereto may be presented and surrendered for payment; provided,
that if the Debt Securities of such Series are listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for the Debt Securities of such Series.
(Section 4.04.)
GLOBAL SECURITIES
The Debt Securities of a Series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (a 'Depositary') identified in the Prospectus Supplement
relating to such Series. Global Securities may be issued in either registered or
bearer form, and in either temporary or definitive form. Unless and until it is
exchanged in whole for Debt Securities in definitive form, a Global Security may
not be transferred except as a whole by the U.S. Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. (Section 2.16.)
The specific terms of any depositary arrangement with respect to the
Offered Debt Securities will be described in the Prospectus Supplement relating
thereto. Unless otherwise specified, the Company anticipates that the following
provision will apply to all depositary arrangements.
8
<PAGE>
Unless otherwise specified in the Prospectus Supplement, Registered
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. (Section 2.16.) Upon the issuance
of a Global Security in registered form, the Depositary for such Global Security
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depositary or its
nominee ('participants'). The accounts to be credited shall be designated by the
underwriters or selling agents for such Debt Securities, or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Global Securities will be limited to participants
or persons that may hold interests through participants. Ownership of beneficial
interests in such Global Securities will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the Depositary or
its nominee for such Global Security or by participants or persons that hold
through participants. The laws of some jurisdictions require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or Holder of
the Debt Securities represented by such Global Security for all purposes under
the Indenture governing such Debt Securities. Except as set forth below, owners
of beneficial interests in such Global Securities will not be entitled to have
Debt Securities of the Series represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities of such Series in definitive form and will not be considered the
owners or Holders thereof under the Indenture.
Payment of principal of, premium, if any, and interest, if any, on Debt
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or the Holder of the Global Security representing such Debt Securities.
None of the Company, the Trustee, any Paying Agent or the Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 2.15.)
The Company expects that the Depositary for Debt Securities of a Series,
upon receipt of any payment of principal of, premium, if any, or interest, if
any, on permanent Global Securities, will immediately credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Securities as shown on the
records of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in 'street name,' and will be the
responsibility of such participants.
If a Depositary for Registered Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days, the Company will issue individual certificates for
the Registered Securities in definitive form in exchange for the Global Security
or Securities representing such Registered Securities. In addition, the Company
may at any time and in its sole discretion determine not to have any Registered
Securities represented by one or more Global Securities and, in such event, will
issue individual certificates for the Registered Securities in definitive form
in exchange for the Global Security or Securities representing such Registered
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of individual
certificates for the Registered Securities of the Series represented by such
Global Security equal in principal amount to
9
<PAGE>
such beneficial interest and to have such individual certificates registered in
the name of the owner of such beneficial interest. (Section 2.16.)
Bearer Securities.
If so specified in the Prospectus Supplement, all or any portion of the
Debt Securities of a Series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, without interest
coupons, to be deposited with a Common Depositary in London for Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euro-clear System
('Euro-clear') and Centrale de Livraison de Valeurs Mobilieres, S.A. ('CEDEL')
for credit to the respective accounts of the beneficial owners of such Debt
Securities (or to such other accounts as they may direct). On and after the
exchange date determined as provided in any such temporary Global Security and
described in the Prospectus Supplement, each such temporary Global Security will
be exchangeable for definitive Global Securities without interest coupons, as
specified in the Prospectus Supplement, upon written certification (as described
under 'Payment and Paying Agents') of non-United States beneficial ownership.
Thereafter, the beneficial owner of a Debt Security represented by a definitive
Global Security may at any time upon 30 days notice to the Trustee given through
Euro-clear or CEDEL, exchange its interest for definitive Bearer Securities or
Bearer Securities with coupons, if any. No Bearer Security delivered in exchange
for a portion of a temporary Global Security shall be mailed or otherwise
delivered to any location in the United States in connection with such exchange.
(Section 2.04.)
Unless otherwise provided in the Prospectus Supplement, interest in respect
of any portion of a temporary Global Security payable in respect of an Interest
Payment Date occurring prior to the issuance of definitive Debt Securities will
be paid to each of Euro-clear and CEDEL with respect to the portion of the
temporary Global Security held for its account upon delivery to the Trustee of a
certificate of non-United States beneficial ownership signed by Euro-clear or
CEDEL, as the case may be, in the form required by the Indenture and dated no
earlier than such Interest Payment Date. (Section 4.01.)
ABSENCE OF CERTAIN COVENANTS
The Company is not restricted by the Indenture from paying dividends or
from incurring, assuming or becoming liable for any type of debt or other
obligation or creating liens on its property, except as set forth under
'Limitation on Secured Indebtedness.' The Indenture does not require the
maintenance of any financial ratios or specified levels of net worth or
liquidity. The Indenture contains no provisions which afford Holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company.
TITLE
Title to any Bearer Securities and any coupons appertaining thereto will
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
and the registered owner of any Registered Security (including Registered
Securities in global registered form) as the absolute owner thereof (whether or
not such Debt Security or coupon shall be overdue and notwithstanding any notice
to the contrary) for the purpose of making payment and for all other purposes.
REGARDING THE TRUSTEE
The Company may from time to time maintain lines of credit, deposit
accounts and other customary banking relationships with (or with affiliates of)
The Chase Manhattan Bank (National Association), which also serves as Trustee
under the Indenture. M. Anthony Burns, Chairman of the Board, President, Chief
Executive Officer and a director of the Company and David T. Kearns, a
10
<PAGE>
director of the Company, presently also serve as directors of The Chase
Manhattan Corporation, the parent company of the Trustee.
NOTICES
Notices to Holders of registered Debt Securities will be mailed by first
class mail to the address on the register kept by the Registrar. Notices to
Holders of Bearer Securities will be given by publication at least twice in a
daily newspaper in London and, if any of the Bearer Securities are listed on any
stock exchange, in such other publication as might be required by such exchange.
(Section 10.02.)
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Debt Securities to or through underwriters and
also may sell the Debt Securities directly to other purchasers or through agents
or dealers. Only underwriters named in a Prospectus Supplement are deemed to be
underwriters in connection with the Debt Securities offered thereby.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed
from time to time, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution of the Offered
Debt Securities. The Offered Debt Securities may include previously issued Debt
Securities which have been acquired and are being remarketed on behalf of the
Company.
In connection with the sale of the Debt Securities, such underwriters may
receive compensation from the Company or from purchasers of the Debt Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of the Debt Securities may be deemed to be underwriters and any
discounts or commissions received by them and any profit on the resale of the
Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter, dealer or agent will
be identified, and any such compensation will be described, in the Prospectus
Supplement. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Debt Securities
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
Unless otherwise specified in the Prospectus Supplement, each underwriter,
dealer and agent participating in the distribution of any Debt Securities which
are Bearer Securities will agree that it will not offer, sell or deliver,
directly or indirectly, Bearer Securities in the United States or to United
States persons (other than offices located outside the United States of certain
United States financial institutions) in connection with the original issuance
of the Debt Securities.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agents to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks,
11
<PAGE>
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but in all cases such institutions must be
approved by the Company. The obligations of any purchaser under any such
contract will not be subject to any conditions except that (a) the purchase of
the Offered Debt Securities shall not at the time of delivery be prohibited
under the laws of the jurisdiction to which such purchaser is subject and (b) if
the Offered Debt Securities are also being sold to underwriters, the Company
shall have sold to such underwriters the Offered Debt Securities not sold for
delayed delivery. The dealers and such other persons will not have any
responsibility in respect of the validity or performance of such contracts.
EXPERTS
The financial statements of Ryder System, Inc. as of December 31, 1994 and
1993, and for each of the years in the three-year period ended December 31,
1994, have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The reports of KPMG Peat Marwick LLP covering the
December 31, 1994 and 1993 financial statements refer to a change in accounting
method, for income taxes and post-retirement benefits other than pensions, in
1993. To the extent that KPMG Peat Marwick LLP audits and reports on financial
statements of Ryder System, Inc. issued at future dates, and consents to the use
of their reports thereon, such financial statements also will be incorporated by
reference herein in reliance upon their report and said authority.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities to be offered hereby
will be passed upon for the Company by James M. Herron, Senior Executive Vice
President and General Counsel of the Company, and for the underwriters, if any,
by Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New
York 10019. Mr. Herron owns 11,246 shares of common stock of the Company and
options to purchase 190,667 shares of such stock.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fees.................................................................................... $ 275,862
Accounting Fees and Expenses......................................................................... 85,000
Trustee's Fees and Expenses.......................................................................... 50,000
Blue Sky Fees and Expenses........................................................................... 10,000
Printing and Engraving Fees.......................................................................... 25,000
Rating Agency Fees................................................................................... 450,000
Legal Fees........................................................................................... 100,000
Miscellaneous........................................................................................ 30,000
----------
Total........................................................................................... $1,025,862
----------
----------
<FN>
- ------------------------
* All amounts are estimated except for registration fees.
</FN>
</TABLE>
ITEM 15. 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 VIII of the Company's Restated Articles of Incorporation provides
that the Company has the power to indemnify its directors, officers and other
employees to the full extent permitted by law. Article XII of the Company's
By-Laws provides that the Company 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 Company 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 Company, or is or was an agent as to whom
the Company has agreed to grant such indemnification, or is or was serving at
the request of the Company 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 Company pays the premiums for this policy.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- ----------------------------------------------------------------------------------------------
<S> <C>
1(a) --Form of proposed Underwriting Agreement (previously filed as an exhibit to the Company's
Registration Statement on Form S-3, File No. 33-20359, and incorporated herein by
reference).
1(b) --Form of Selling Agency Agreement for Domestic Medium-Term Notes (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1992
and incorporated herein by reference).
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- ----------------------------------------------------------------------------------------------
<S> <C>
4(a) --Form of Indenture between Ryder System, Inc. and The Chase Manhattan Bank (National
Association) dated as of May 1, 1987 and supplemented as of November 15, 1990 and June 24,
1992 (previously filed as an exhibit to the Company's Registration Statement on Form S-3,
File No. 33-50232 and incorporated herein by reference).
4(b) --Form of domestic Debt Securities (previously filed as an
exhibit to the Company's Registration Statement on Form S-3,
File No. 33-20359, and incorporated herein by reference).
4(c) --Form of domestic Medium-Term Notes (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1992 and incorporated herein
by reference).
5 --Opinion of James M. Herron, Senior Executive Vice President and General Counsel of the
Company.
12 --Calculation of Ratio of Earnings to Fixed Charges.
23(a) --Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants.
23(b) --Consent of Counsel for the Company (included in Exhibit 5).
24 --Powers of Attorney.
25 --Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939.
</TABLE>
ITEM 17. UNDERTAKINGS.
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 this registration statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
Provided, however, that paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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.
(4) 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 this registration statement shall be
II-2
<PAGE>
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.
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 provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange 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.
II-3
<PAGE>
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-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dade County, Florida as of the 17th day of April, 1995.
RYDER SYSTEM, INC.
By: /s/ M. ANTHONY BURNS
M. Anthony Burns
Chairman of the Board, President
and Principal 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 with Ryder System, Inc. indicated and as of the 17th day of April,
1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- ---------------------------------------------- ---------------
<S> <C> <C>
/s/M. ANTHONY BURNS Chairman of the Board, President and Director April 17, 1995
M. Anthony Burns (Principal Executive Officer)
/s/EDWIN A. HUSTON Senior Executive Vice President--Finance April 17, 1995
Edwin A. Huston (Principal Financial Officer)
/s/ANTHONY G. TEGNELIA Senior Vice President and Controller April 17, 1995
Anthony G. Tegnelia (Principal Accounting Officer)
/s/*ARTHUR H. BERNSTEIN Director April 17, 1995
Arthur H. Bernstein
/s/*EDWARD T. FOOTE II Director April 17, 1995
Edward T. Foote II
/s/*JOHN A. GEORGES Director April 17, 1995
John A. Georges
/s/*VERNON E. JORDAN, JR. Director April 17, 1995
Vernon E. Jordan, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------------- ---------------------------------------------- ---------------
<S> <C> <C>
/s/*HOWARD C. KAUFFMANN Director April 17, 1995
Howard C. Kauffmann
/s/*DAVID T. KEARNS Director April 17, 1995
David T. Kearns
/s/*LYNN M. MARTIN Director April 17, 1995
Lynn M. Martin
/s/*JAMES W. McLAMORE Director April 17, 1995
James W. McLamore
/s/*PAUL J. RIZZO Director April 17, 1995
Paul J. Rizzo
/s/*DONALD V. SEIBERT Director April 17, 1995
Donald V. Seibert
/s/*HICKS B. WALDRON Director April 17, 1995
Hicks B. Waldron
/s/*ALVA O. WAY Director April 17, 1995
Alva O. Way
/s/*MARK H. WILLES Director April 17, 1995
Mark H. Willes
</TABLE>
*By: /s/SERGE G. MARTIN
Serge G. Martin
Attorney-in-Fact
II-5
EXHIBIT 5
April 17, 1995
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
Ladies and Gentlemen:
I have examined the Registration Statement which you are filing with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of up to $800,000,000 in principal
amount of Debt Securities (the "Debt Securities"), proposed to be issued by
Ryder System, Inc., (the "Company") under an Indenture between the Company
and The Chase Manhattan Bank (National Association) as Trustee dated May 1,
1987, as amended by a First Supplemental Indenture dated as of November 15,
1990 and a Second Supplemental Indenture dated as of June 24, 1992. I have
also examined the proceedings heretofore taken, and am familiar with the
additional proceedings proposed to be taken by the Company in connection with
the authorization, issuance and sale of the Debt Securities.
It is my opinion that, subject to completion of the additional proceedings
referred to above, the Debt Securities will, upon issuance and sale thereof
in the manner described in the Registration Statement, be legally and validly
issued and binding obligations of the Company.
I consent to the use of this opinion as an exhibit to said Registration
Statement, and I further consent to the use of my name under the caption
"Legal Opinions" in the prospectus which is a part thereof.
Yours sincerely,
/s/ James M. Herron
James M. Herron
Senior Executive Vice President
and General Counsel
EXHIBIT 12
RYDER SYSTEM, INC AND CONSOLIDATED SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
CONTINUING OPERATIONS
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------------------------
1994 1993 1992 1991 1990
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
EARNINGS:
Earnings before income taxes 260,519 209,776 165,545 60,478 98,690
Income tax (benefit) of
unconsolidated subsidiary 114 138 161 160 117
Fixed charges 191,997 170,755 184,076 206,698 228,553
Less: Interest capitalized (106) (107) (64) (261) (604)
------- ------- ------- ------- -------
Earnings available for
fixed charges (A) 452,524 380,562 349,718 267,075 326,756
------- ------- ------- ------- -------
FIXED CHARGES:
Interest expense, net 144,735 124,789 139,664 167,346 192,368
Interest capitalized 106 107 64 261 604
Interest income included in
interest expense 165 87 128 294 687
Portion of rents representing
interest expense 46,991 45,772 44,220 38,797 34,894
------- ------- ------- ------- -------
Total fixed charges (B) 191,997 170,755 184,076 206,698 228,553
------- ------- ------- ------- -------
(A)/(B) 2.36 2.23 1.90 1.29 1.43
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Ryder Systems, Inc.:
We consent to the use of our audit report dated February 7, 1995 on the
consolidated financial statements of Ryder System, Inc. and subsidiaries as
of December 31, 1994 and 1993, and for each of the years in the three-year
period then ended incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus. Our audit report
refers 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
April 17, 1995
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Arthur H. Bernstein
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Arthur H. Bernstein, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
16th day of April, 1995.
Edward T. Foote II
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 16th day of April,
1995 by Edward T. Foote II, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: February 23, 1999
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
John A. Georges
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by John A. Georges, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
14th day of April, 1995.
Vernon E. Jordan, Jr.
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 14th day of April,
1995 by Vernon E. Jordan, Jr., personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Howard C. Kauffmann
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Howard C. Kauffmann, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
13th day of April, 1995.
David T. Kearns
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 13th day of April,
1995 by David T. Kearns, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
12th day of April, 1995.
Lynn M. Martin
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 12th day of April,
1995 by Lynn M. Martin, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: December 26, 1996
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
12th day of April, 1995.
James W. McLamore
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 12th day of April,
1995 by James W. McLamore, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: December 10, 1995
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Paul J. Rizzo
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Paul J. Rizzo, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Donald V. Seibert
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Donald V. Seibert, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
13th day of April, 1995.
Hicks B. Waldron
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 13th day of April,
1995 by Hicks B. Waldron, personally known to me and known to me to be the
person described therein and who executed the foregoing instrument, having
acknowledged that he or she executed said instrument for the purposes therein
expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Alva O. Way
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Alva O. Way, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint JAMES M. HERRON, SERGE G. MARTIN and DAVID M.
BEILIN, with full power to each of them to act alone, as the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution to each of said attorneys, to execute, file and deliver any
and all instruments and to do any and all acts and things which said attorneys
and agents, or any of them, deem advisable to enable the Company to comply with
the Securities Act of 1933, as amended, the Trust Indenture Act of 1939, as
amended, and any requirements or regulations of the Securities and Exchange
Commission relating to said Acts, in connection with the registration under the
Securities Act of debt securities in an aggregate principal amount (or, in the
case of securities issued at an original issue discount, for net proceeds) of up
to $800,000,000 to be issued by the Company under provisions of appropriate
indentures and the qualification of said indentures under said Trust Indenture
Act, including specifically, but without limitation of the general authority
hereby granted, the power and authority to sign his name as director or officer,
or both, of the Company, as applicable, to the registration statements, or to
any amendments, post-effective amendments, supplements or papers supplemental to
registration statements, to be filed in respect of said debt securities, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, as fully for all intents
and purposes as he or she might or could do in person, and the undersigned does
hereby fully ratify and confirm all that said attorneys and agents, or any of
them, or the substitute of any of them, shall do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the
17th day of April, 1995.
Mark H. Willes
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 17th day of April,
1995 by Mark H. Willes, personally known to me and known to me to be the person
described therein and who executed the foregoing instrument, having acknowledged
that he or she executed said instrument for the purposes therein expressed.
Notary Public
My Commission Expires: January 21, 1998
(Seal)
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)___________
-------------------
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
----------------
RYDER SYSTEM, INC.
(Exact name of obligor as specified in its charter)
FLORIDA
(State or other jurisdiction of incorporation or organization)
59-0739250
(I.R.S. Employer Identification No.)
3600 N.W. 82ND AVENUE
MIAMI, FLORIDA
(Address of principal executive offices)
33166
(Zip Code)
-----------------------------------
DEBT SECURITIES
(Title of the indenture securities)
- -------------------------------------------------------------------------------
<PAGE>
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System, Washington,
D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
M. Anthony Burns, Chairman of the Board, President and Chief
Executive Officer of Ryder System, Inc. is on the Board of
Directors of The Chase Manhattan Corporation, the parent company
of The Chase Manhattan Bank (National Association).
David T. Kearns is on the Board of Directors of
Ryder System, Inc. and The Chase Manhattan Corporation, the
parent company of The Chase Manhattan Bank (National Association).
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now
in effect. (See Exhibit T-1 (Item 12), Registration No.
33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank (National
Association) to exercise corporate trust powers, both of
which documents are still in effect. (See Exhibit T-1 (Item
12), Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit
T-1 (Item 12(a)), Registration No. 22-26320.)
*5. -- A copy of each indenture referred to in Item 4, if the
obligor is in default. (Not applicable).
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
- ----------------
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to
which there have been no amendments or changes.
-------------------
1.
<PAGE>
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by
the trustee of all facts on which to base a responsive answer to Item 2 the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939,
the trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized , all in the City of New York, and the
State of New York, on the 17th day April 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By______________________
Mary Lewicki
Second Vice President
-------------------
2.
<PAGE>
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on December 31,
1994, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370
COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT
STATEMENT OF RESOURCES AND LIABILITIES
<TABLE>
<CAPTION>
THOUSANDS
OF DOLLARS
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 4,517,179
Interest-bearing balances 7,001,642
Held to maturity securities 1,593,325
Available-for-sale securities 4,669,255
Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds sold 3,651,850
Securities purchased under agreements to resell 0
Loans and lease financing receivable:
Loans and leases, net of unearned income $50,879,818
LESS: Allowance for loan and lease losses 1,073,196
LESS: Allocated transfer risk reserve 0
-----------
Loans and leases, net of unearned income, allowance,
and reserve 49,806,622
Assets held in trading accounts 13,112,807
Premises and fixed assets (including capitalized leases) 1,758,500
Other real estate owned 480,982
Investments in unconsolidated subsidiaries and associated companies 55,722
Customers' liability to this bank on acceptances outstanding 611,839
Intangible assets 787,948
Other assets 6,145,452
-----------
TOTAL ASSETS $94,193,123
LIABILITIES
Deposits:
In domestic offices $29,536,028
Noninterest-bearing $11,648,377
Interest-bearing 17,887,651
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 36,020,612
Noninterest-bearing $ 2,320,293
Interest-bearing 33,700,319
-----------
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased 1,014,936
Securities sold under agreements to repurchase 678,033
Demand notes issued to the U.S. Treasury 300,000
Trading liabilities 8,066,477
Other borrowed money:
With original maturity of one year or less 2,940,252
With original maturity of more than one year 427,525
Mortgage indebtedness and obligations under capitalized leases 40,550
Bank's liability on acceptances executed and outstanding 616,531
Subordinated notes and debentures 2,360,000
Other liabilities 5,195,890
-----------
TOTAL LIABILITIES 87,196,834
-----------
Limited-life preferred stock and related surplus 0
-----------
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 915,576
Surplus 4,656,010
Undivided profits and capital reserves 1,478,713
Net unrealized holding gains (losses) on available-for-sale securities (64,959)
Cumulative foreign currency translation adjustments 10,949
-----------
TOTAL EQUITY CAPITAL 6,996,289
-----------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $94,193,123
-----------
</TABLE>
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the
above named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Richard J. Boyle Directors
(Signed) Donald H. Trautlein
