SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[X ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Ryder System, Inc.
Name of Person(s) Filing Proxy Statement:
Ryder Shareholders Committee
Payment of Filing Fee (check the appropriate box)
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction
applies:
____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: (1)
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(1) Set forth the amount on which the filing fee is calculated
and state how it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
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PRELIMINARY SCHEDULE 14a
October ___, 1995
INDEPENDENT SHAREHOLDER SOLICITATION
Re: Ryder System, Inc.
CALL FOR SPECIAL SHAREHOLDER MEETING ON POISON PILL
Ryder Shareholders Committee
c/o IBT
25 Louisiana Avenue, N.W.
Washington, D.C. 2001
Dear Fellow Ryder Shareholder,
We write to invite your participation in an important
shareholder initiative: to call a special shareholders meeting at
Ryder System, Inc. so as to remove or revise the company's
"poison pill" plan.
Under Ryder bylaws and Florida state law, management is
obligated to call a special meeting if shareholders representing
10% or more of the Company's stock request a meeting. We ask you
to join with other shareholders in requesting such a meeting.
For several years, a majority ballots cast of Ryder
shareholders were voted against the company's flip in poison pill
plan:
Year Vote against "Pill"
1990: 62.5%
1991: 59.6%
1994: 62.7%
1995: 63%
Nonetheless, management has refused to modify or rescind the
poison pill, which was originally adopted without a shareholder
vote.
We believe these votes reflect both specific dissatisfaction
with the company's performance and general distaste for "pills."
A $100 investment in Ryder stock at year end 1988, was worth only
$113 by year-end 1994.<F1> Over 7 years, that's less than a 2%
annual return, poorer than inflation. By comparison, the same
$100 invested in the Dow Jones 20 Index in 1988 was worth $170 by
year-end 1994, and $199 if invested in the S&P 500 Index.
[FN]This assumes that all dividend, including the Company's
distribution of Aviall, Inc. common stock were reinvested.
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Regardless of your feeling about poison pills, you may share
our view that management's lack of responsiveness to shareholders
requires something more drastic than another vote buried in the
rest of the business of a regular annual meeting.
The current pill expires March 1, 1995. We believe the
Company should not incur the expense of creating a new pill
without first meeting with shareholders (the regular annual
meeting does not take place until May). If management creates a
new pill so soon before the May annual meeting, that will make it
more difficult for shareholders to make an informed decision
about whether to support the new pill. That is why we believe a
special meeting is warranted.
We believe this step will benefit your investment.
Currently, the company is boosting capital spending 55% from the
1993 record to $1.9 billion. This capital spending required $382
million in additional borrowing in 1994, pushing its debt-to
tangible equity ratio to 227%. About half of this goes for its
new dedicated logistics venture despite the fact this sector
generated less than 10% of total profits in 1994, down from 17%
in the two previous years. Noted one analyst, these results are
"considerably short of the profitability RDL will need to
generate to merit all the attention."
Meanwhile, senior management has enjoyed handsome salaries
and bonuses. In 1994, a year when the stock price declined 15%,
the CEO enjoyed an 86% increase in his bonus.
A 1986 study by the Office of Chief Economist of the U.S.
Securities & Exchange Commission found that the adoption of
poison pill plans caused companies' stock prices to drop. A 1988
study by Professor Michael Ryngaert found "restrictive pills can
have a negative price impact even when active takeover
speculation is not present." A 1992 study by Harvard Professor
John Pound found a correlation between the absence of poison
pills and high corporate performance.
At other companies, shareholder activism against pills has
convinced directors to redeem the pill. Philip Morris, one of the
largest corporations in the world, agreed to redeem its pill plan
last spring following 40%+ votes in the two previous years.
Consolidated Freightways agreed to sunset its pill and subject
any renewal to a shareholder vote following a strong showing for
a resolution against its pill.
SPECIFIC PROPOSALS CONCERNING POISON PILLS FOR A SPECIAL MEETING
We plan to make the following two proposals at the special
meeting:
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I. CREATE AN INDEPENDENT COMMITTEE TO DEVISE ALTERNATIVES TO THE
PILL
Resolved, that shareholders recommend the Board form a
committee composed of non-management directors, with legal
and consulting support exclusively from firms not otherwise
associated with the Company, to devise an alternative to the
current poison pill, and that these alternatives be
submitted to a binding vote of shareholders.
II. REQUIRE LONG-TERM SHAREHOLDER APPROVAL OF ANY PILL
Resolved, that shareholder recommend the Board redeem the
current poison pill and, if it adopts a new one, that this
should (1) expire no less often than every 3 years, and (2)
be approved by a majority vote of shareholders who have
owned stock for more than one year.
These formulations are intended to strike a balance between
director and shareholder prerogatives: while they leave the
design to directors, they give shareholders the right of
ratifying the plan.<F2>
Other proposals which shareholders have discussed for
possible presentation at the meeting include (1) adopting bylaw
amendments imposing restrictions upon management and the board of
directors for so long as they persist in maintaining a poison
pill without shareholder approval, and/or (2) having a pill which
includes a shareholder vote on whether it will be invoked against
a tender offeror.
[FN]Counsel advises that under current Florida law, shareholder
consent to a pill is not required once shareholders have approved
amendments to the Articles of Incorporation authorizing issuance
of the special class of stock, as occurred here in 1986. Florida
law does not allow shareholders to vote in amendments to the
Articles of Incorporation without management consent. We make no
representation that the action of the special meeting will bind
the board to any new course.
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THE CURRENT POISON PILL
The current poison pill, labelled by management "The
Preferred Share Purchase Rights Plan", gives shareholders the
right to purchase a special preferred share of Ryder stock upon
certain conditions: (a) an acquiror obtaining more than 10
percent of the company without the prior approval of the board,
or (b) the announcement of an intent to acquire more than 30
percent of the company without the prior approval of the board.
Each preferred share would carry 100 times the voting power and
dividend rights of each common share, thereby severely diluting
the acquiror's interest (who cannot exercise these rights without
board consent).
For more information on the terms of the plan, we
incorporate by reference the Amendment to Registration Statement
on Form 8-A filed with the SEC on August 3, 1989 (contact us for
information on how to obtain a copy).
SHAREHOLDER RIGHTS CONCERNING CALLING A SPECIAL MEETING
Ryder's bylaws and the law of Florida (where it is
incorporated) provide shareholders the right to compel management
to call a special meeting. The bylaws require that those
requesting a meeting supply certain information in their requests
(see card enclosed). IBT has requested that management set a
record date for such a meeting, but Ryder has complained that
IBT's request is not in compliance with the bylaws (without
saying why), and has refused to set a record date. IBT is
considering legal action to compel the setting of a record date.
Under the Bylaws, requests to call a special meeting must be
received no later than 60 days after the record date. Once the
requisite number of shares have requested a special meeting,
management must hold the meeting within 120 days.
MANAGEMENT COMPENSATION
We incorporate by reference the discussion of management
compensation in the Company's March 1995 proxy statement at pp.
__.
ELECTION OF DIRECTORS
We incorporate by reference the discussion concerning
directors in the Company's March 1995 proxy statement at pp. __.
Election of directors is not an issue in the proposed special
meeting.
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
We incorporate by reference the discussion of security
ownership contained in the Company's March 1995 proxy statement
at pp. __.
PROPOSALS FOR FUTURE REGULAR ANNUAL MEETINGS
Stockholders who wish to have proposals included in the
Company's proxy statement for its regular annual meeting in May
1995 should send proposals to the Secretary of the Company at its
headquarters, 3600 N.W. 82nd Ave., Miami FL 33166, by November
23, 1995. Proposals must meet the requirements of SEC Rule 14a-7
and the Company's Bylaws.
USE OF THE ENCLOSED REQUEST CARD
The enclosed card is not a proxy voting card. It grants us
no voting authority or discretionary authority. It is simply a
request to the Company to convene a special meeting, which we
will submit on your behalf. If you prefer, you may mail your
request directly to the Company (please "cc" us so we can keep
track of whether the requisite 10% of shares have joined in the
request). You may revoke your request by so advising us or the
Company in writing.
SOLICITATION OF REQUESTS FOR SPECIAL MEETING
We expect to solicit requests by mail, telephone, telecopier
and personal interviews. We will ask trustees, brokers,
custodians and other nominees to forward solicitation materials
to the beneficial owners of common stock, and they will be
reimbursed for their reasonable out-of-pocket expenses. Requests
will be solicited by members and employees of the International
Brotherhood of Teamsters (IBT), who do not receive any additional
compensation for such solicitations. No other specially engaged
employees have been or are to be employed to solicit
shareholders. The cost of the solicitation will be borne solely
by IBT and while the exact cost of the solicitation is not at
this time known, it is estimated at $1,000. Unlike management, we
will not seek reimbursement for the cost of our solicitations
from the Company.
RYDER SHAREHOLDERS COMMITTEE
The Committee currently consists of Arthur Wair, who owns
450 shares, and IBT, which owns 75 shares.
The IBT estimates that Ryder stock is owned by hundreds of
its members employed by Ryder and Ryder retirees. Wair is a
retiree who no longer belongs to IBT. At the last two annual
meetings, he made the proposals against the pill which received
over 62% favorable votes.
IBT has helped shareholders work against poison pills at
over a dozen corporations, dating back several years. The IBT is
currently on strike at Ryder. The enclosed request card does not
permit proposals concerning labor relations to be brought before
the shareholders.
This statement is being released to shareholders on or about
October ______, 1995.
* * *
SIGN, DATE AND RETURN THE ENCLOSED color CARD TO:
Ryder Shareholders Committee
c/o IBT
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
Telephone: 202-624-8100
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[solicited by Ryder Shareholders Committee]
JOINDER IN REQUEST FOR SPECIAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Ryder System, Inc. hereby
joins in requesting a special shareholders meeting for the
purpose of voting upon resolutions concerning Ryder's poison
pill.
Ryder's bylaws require that any person requesting a special
meeting provide the following information, which the Committee
will keep confidential and use only in connection with this
meeting:
1. Name and address as they appear on Ryder's records:
___________________________________________
___________________________________________
___________________________________________
[if your stock is held in the name of a brokerage or other
nominee, please list both your name and address and those of the
nominee; if you hold on behalf of someone else, list the
beneficial owner]
2. Class and number of shares you own beneficially and of record:
Class of stock: ________ Number of Shares: __________
I seek this matter brought before the meeting because I want
Ryder shareholders to decide whether our company will have a
poison pill. I have no material interest in the matter to be
brought before the meeting other than my interest as a
shareholder.
Dated: ______________________________
SIGNATURE(s) (Use name as it appears on
Ryder's records)
THIS CARD CONFERS NO DISCRETIONARY OR VOTING AUTHORITY ON THE
RYDER SHAREHOLDERS COMMITTEE: IT SIMPLY CALLS FOR A SPECIAL
SHAREHOLDERS MEETING.
PLEASE SIGN, DATE AND RETURN THIS BY NOVEMBER 1 TO:
RYDER SHAREHOLDERS COMMITTEE c/o IBT
25 Louisiana Avenue NW
Washington, D.C. 20001
Fax (202) 624-6833
Tel.(202) 624-6900
