October 27, 1995
By fax (305-593-3198)
James M. Herron
Senior Executive Vice President and General Counsel
Ryder System, Inc.
3600 NW 82 Avenue
Miami, FL 33166
Dear Mr. Herron:
This will clarify my letter of October 18 to you. As I
expressed in today's conversation, the Ryder Shareholders
Committee and the International Brotherhood of Teamsters will not
call for a special meeting of Ryder shareholders on the question
of the poison pill, and withdraw the request that a record date
be set for the purpose of soliciting shareholders' support for
calling a special meeting.
Very truly yours,
Richard G. McCracken
RGM/rp
cc: William Patterson
<PAGE>
October 27, 1995
By fax (202-942-9544)
Marija Willen, Special Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 5th Street NW ATTN: Stop 3-11
Washington, DC 20549
Re: Ryder Shareholders Committee
Preliminary Proxy Statement (PRRN14A)
SEC Accession No.: 0001001047-95-000006 (10/19/95)
Dear Ms. Willen:
Through the attached exchange of correspondence, the Ryder
Shareholders Committee and the International Brotherhood of
Teamsters have advised Ryder System, Inc. that they will not call
for a special meeting of shareholders on the subject of Ryder's
poison pill. The request that the Board of Directors of Ryder
set a record date for the purpose of soliciting shareholders'
support for calling such a meeting has been withdrawn.
In light of these circumstances, we hereby withdraw the
Preliminary Proxy Statement noted above and ask that it not be
subject to your review.
Very truly yours,
Richard G. McCracken
RGM/rp
enc.
cc: James M. Herron, Ryder System, Inc.
William Patterson
<PAGE>
<PAGE>
October 27, 1995
BY TELECOPIER AND FIRST CLASS MAIL
Marija Willen
SEC Division of Corporation Finance
Securities and Exchange Commission
450 5th Street, N.W., Stop 3-10
Washington, D.C. 20549
RE: Ryder Shareholders Committee Proxy Statement.
Dear Ms. Willen:
Our thanks to the staff for its comments. Enclosed please
find redlined versions of the "proxy" statement which we believe
addresses most of your concerns. Item 19 represents our most
serious area of disagreement. Here is the information requested
supplementally:
1. We have added to the section "Ryder Shareholders
Committee" a statement describing any interest, direct or
indirect, of committee members in these proposals.
2. The first paragraph has been revised and the prior
footnote put into the text, so there is no misunderstanding of
the precatory nature of the proposals.
3. We have added an explanatory footnote (#1) explaining
the history on the previous proposals.
4. The Committee's belief is based on talking with dozens
of shareholders (last year in connection with Ryder's annual
meeting), and at other companies where institutional holders have
frequently expressed a general distaste for pills. No scientific
poll or study has been done and therefore the remark was preceded
with "We believe". We also know of no possible reason for these
unusually-high votes against management other than those set
forth in our proxy statement. However, we have added a "may" to
the sentence.
5. The data presented provide a longer-term perspective (7
years) than the traditional 5-year data contained in the
company's proxy statement pursuant to reg. S-K. The source of
our data is the past company proxy statements: specifically, the
1995 Ryder proxy shows its stock performance index dropping from
$166 to $141, a 15% decline, using a base year ($100) of 1989. We
simply apply this 15% decline to the 1994 Ryder proxy, which uses
a base year ($100) of 1988, and concludes with a Ryder valuation
in 1993 of $133. We reduce $133 by 15% to yield the 1994 level of
$116. The same method is applied to the Dow Jones Transportation
20 Index.
6. We have added a sentence to the second page of text
discussing what a poison pill is, even though you can assume that
most Ryder shareholders know this given the vote last year, and
those who do not can find the details later in our statement.
We included a disclaimer that a vote against the pill will change
the board's mind on capital expenditures or management
compensation.
7. You are correct that "1995" was a typographical error
and it has been corrected. Thank you.
8. We have added a disclaimer taken almost verbatim from
the Company's 1994 proxy statement.
9. Because of the bylaws provisions requiring advance
notice of the subject matter of the meeting, any proposals
presented must concern the poison pill. We have deleted the
discussion of other possible proposals. We have included
discussion of (1) costs of redemption and (2) "pros and cons" of
a pill.
10. We have removed all references to "revoking" the pill
and replaced them with "redeeming".
11. We have deleted the discussion of other possible
proposals.
12. Rather than the unnecessary act of incorporation by
reference, we have simply referred shareholders to this document
so they can quickly get a copy of the plan documents, and
referred them to the SEC as well.
13. The correspondence is attached.
14. We were not able to find any Florida law or Company
charter provisions that specifically address this issue.
However, Florida generally follows the Delaware law of fiduciary
duty, which permits companies to reimburse shareholders'
solicitation costs on issues of policy (as opposed to directors'
contests devoid of policy disputes). See Cary and Eisenberg
corporations text, p. 363.
15. This is based upon informal discussions between IBT
staff and its members (hundreds have indicated ownership). We
have no access to data on exactly how many own stock nor how much
stock they own.
16. The strike is now over, and the proxy statement amended
to so reflect. The current proposals were not prompted by, nor
intended to have any effect on, the negotiations or strike.
17. There can be no proposals concerning labor relations
because the bylaws require that the subjects to be addressed at
any special meeting be set forth in the initial request for
setting of the meeting's record date and set forth in the
requests for a special meeting executed by 10% of shareholders.
To our knowledge no one else has requested or will request a
special meeting to address labor relations proposals. However,
to fully address your concerns, we have added a footnote
explaining this to shareholders.
18. The above includes the information concerning the stock
return. Poison pill studies are summarized in the IRRC's recent
background reports on poison pills (part of its corporate
governance series). If you need something else, please let us
know.
19. We respectfully must disagree with your view that it is
improper to have cards returned to the IBT. If the company were
to make an issue of a requestor's beneficial status, IBT will
forward the card to the record owner and request that it make the
request on behalf of the beneficial owner. The proxy statement
has been revised to indicate that non-record owners can seek to
have the record owner execute the card on their behalf. If we
were instead to insist that non-record owners forward their cards
to the record owners, (1) we would be unable to track the
progress of the solicitation and (2) absent our aid, it is
unlikely record owners will execute request cards before the time
runs out under the bylaws for submission of the necessary 10%
showing. We have had much experience in dealing with brokerages
and other nominees and they do not promptly grant unusual
requests concerning beneficial owners ("it has to go through
legal," "computers need reprogramming," etc.).
We also respectfully disagree with your view that we must
include on the card a box for disapproval of the request. This
is only required under Rule 14a-4(b)(1) for matters to be voted
upon. There is no vote here. If the shareholder does not wish
to join the request, he or she simply will not execute the
joinder card. If on this point the Staff is relying on any case
law, regs, releases or internal SEC documents, please point these
out to me (and provide me a copy if unpublished). Thank you.
Please contact me if you have any further comments or
questions.
Very truly yours,
Andrew J. Kahn
AJK:gs
