<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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RYDER SYSTEM, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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:
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(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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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 the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
RYDER SYSTEM, INC. [RYDER LOGO]
NOTICE OF
1996 ANNUAL MEETING AND
PROXY STATEMENT
<PAGE> 3
RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue
Miami, Florida 33166 [RYDER LOGO]
TO THE STOCKHOLDERS OF RYDER SYSTEM, INC.:
You are cordially invited to attend our Annual Meeting of Stockholders on
Friday, May 3, 1996, at 11:00 A.M., at the Miami Airport Hilton and Towers,
located in Miami, Florida.
The proposals to be acted upon at the Meeting include the election of directors
and the ratification of the appointment of independent auditors for 1996. I hope
you will carefully read the proposals, which are described in the accompanying
Proxy Statement, and cast your vote in favor of them.
The Company has been informed that certain Stockholders again intend to present
a proposal at the Meeting concerning the annual election of all directors. The
Board of Directors believes that this proposal is not in the best interest of
the Company and its Stockholders and unanimously recommends a vote AGAINST this
Stockholder proposal.
It is important that your shares be represented at the Meeting. Accordingly,
even if you plan to attend the Meeting, please sign, date and promptly mail the
enclosed proxy card in the postage-prepaid envelope.
On behalf of the Board of Directors, thank you for your cooperation and
continued support.
Sincerely,
/s/ M. Anthony Burns
M. Anthony Burns
Chairman, President and
Chief Executive Officer
March 21, 1996
<PAGE> 4
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 3, 1996
The Annual Meeting of Stockholders of Ryder System, Inc. will be held at the
Miami Airport Hilton and Towers, 5101 Blue Lagoon Drive, Miami, Florida, on
Friday, May 3, 1996, at 11:00 A.M., for the following purposes:
(1) To elect four directors;
(2) To ratify the appointment of KPMG Peat Marwick LLP as auditors for the
Company;
(3) To consider, if properly brought before the Meeting, a Stockholder
proposal concerning the annual election of all directors; and
(4) To transact such other business as may properly come before the Meeting
and any adjournments of the Meeting.
Only Stockholders of record of the Company's Common Stock at the close of
business on March 7, 1996, are entitled to vote in person or by proxy at the
Annual Meeting or any adjournments of the Meeting.
The 1995 Annual Report of the Company has been mailed with this Notice and Proxy
Statement to each Stockholder entitled to vote at the Meeting.
RYDER SYSTEM, INC.
/s/ H. Judith Chozianin
H. Judith Chozianin
Secretary
March 21, 1996
Miami, Florida
YOUR VOTE IS IMPORTANT!
Please sign, date and return the accompanying proxy card in the enclosed
postage-prepaid envelope as promptly as possible.
If because of a disability you will need auxiliary aids or services to attend
the Annual Meeting, please contact the Secretary prior to the Meeting.
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<PAGE> 5
RYDER SYSTEM, INC.
3600 N.W. 82nd Avenue
Miami, Florida 33166 [RYDER LOGO]
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TABLE OF CONTENTS PAGE
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Proxy Statement 1
Solicitation and Voting of Proxies 1
Policy of Confidential Voting 1
Procedures for the Meeting 1
Participants in the 401(k) Plan 2
Outstanding Voting Stock 2
Election of Directors (Item No. 1) 3
Board of Directors and Committees of
the Board 9
Compensation of Directors 9
Certain Relationships 10
Selection of Auditors (Item No. 2) 11
Stockholder Proposal (Item No. 3) 12
Beneficial Ownership of Shares 14
Compensation Committee Report on
Executive Compensation 16
Compensation of Executive Officers 19
Option Grants 20
Aggregated Option Exercises and Fiscal
Year-End Option Values 21
Pension Benefits 21
Stock Performance 23
Cost of Solicitation 23
Submission of Stockholder Proposals for
the 1997 Annual Meeting 24
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<PAGE> 6
PROXY STATEMENT
RYDER SYSTEM, INC.
3600 N.W. 82ND AVENUE
MIAMI, FLORIDA 33166
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Ryder System, Inc. (the "Company") of proxies to be voted
at the Annual Meeting of Stockholders of the Company to be held on Friday, May
3, 1996, and at any adjournments of the meeting ("Annual Meeting" or "Meeting").
This Proxy Statement and the accompanying proxy card are being distributed on or
about March 21, 1996, to holders of the Company's common stock ("Stockholders"
or, singularly, a "Stockholder") entitled to vote at the Meeting.
A Proxy Committee consisting of M. Anthony Burns, James M. Herron and Edwin A.
Huston will vote the shares of common stock, par value $.50 per share, of the
Company ("Common Stock," "Common Shares" or "Shares" or, singularly, "Common
Share" or "Share") represented by each proxy card returned to the Company. The
Shares represented by such proxy cards will be voted in favor of the election of
each director nominated in this Proxy Statement and in favor of the ratification
of KPMG Peat Marwick LLP as auditors of the Company, but against the Stockholder
proposal set forth in this Proxy Statement (if properly brought before the
Meeting), unless a contrary instruction is made on such proxy card, in which
event the proxy will be voted by the Proxy Committee in accordance with the
Stockholder's instructions. Any Stockholder giving a proxy has the power to
revoke it at any time before it is exercised at the Meeting by filing with the
Secretary of the Company an instrument revoking it, by delivering a duly
executed proxy card bearing a later date, or by appearing at the Meeting and
voting in person.
POLICY OF CONFIDENTIAL VOTING
It is the Company's policy that all proxies, ballots and vote tabulations that
identify the particular vote of a Stockholder be kept confidential, except that
disclosure may be made: (i) to allow the independent election inspectors to
certify the results of the vote; (ii) as necessary to meet applicable legal
requirements, including the pursuit or defense of judicial actions; or (iii) in
the event of a proxy or consent solicitation in opposition to the Company based
on an opposition proxy or consent statement filed, or required to be filed, with
the Securities and Exchange Commission (the "SEC"). Accordingly, proxy cards are
returned in envelopes addressed to the tabulator, which receives, inspects and
tabulates the proxies. The final tabulation is inspected by inspectors of
election. Both the tabulator and the inspectors are independent of the Company,
its directors, officers and employees. Except as described above, information as
to the voting instructions given by individuals who are participants in the
Ryder System, Inc. Employee Savings Plan (the "401(k) Plan") will not be
disclosed to management by the trustee of the 401(k) Plan. Information as to
which Stockholders have not voted and periodic status reports on the aggregate
vote will be available to the Company.
PROCEDURES FOR THE MEETING
The presence, in person or by proxy, of the holders of a majority of the
outstanding Shares of Common Stock entitled to vote at the Meeting is necessary
to constitute a quorum at the Annual Meeting. Business at the Meeting will be
conducted in accordance with the procedures determined by the Chairman of the
Meeting and will be limited to matters properly brought before the Meeting
pursuant to the procedures prescribed in the Company's By-Laws. Those procedures
include the requirement that any Stockholder who desires either to bring a
Stockholder proposal before an annual meeting or to nominate a person for
election as a director at an annual meeting give written notice, prior to such
annual meeting, to the Company with respect to the proposal or nominee (see also
"Submission of Stockholder Proposals for the 1997 Annual Meeting"). The Chairman
of the Meeting may refuse to acknowledge any Stockholder proposal or any
nomination for director not made in accordance with the foregoing.
<PAGE> 7
The Board of Directors does not anticipate that any matters other than those set
forth in this Proxy Statement will be brought before the Annual Meeting. If,
however, other matters are properly brought before the Meeting, proxies will be
voted in accordance with the judgment of the Proxy Committee.
PARTICIPANTS IN THE 401(K) PLAN
If a Stockholder is a participant in the 401(k) Plan, the proxy card represents
the number of full Shares held for the benefit of the participant in the 401(k)
Plan as well as any Shares registered in the participant's name. Thus, a proxy
card for such a participant grants a proxy for Shares registered in the
participant's name and serves as a voting instruction for the trustee of the
401(k) Plan for the Share account in the participant's name.
OUTSTANDING VOTING STOCK
On March 7, 1996, there were 79,511,528 outstanding Shares of Common Stock. All
such Shares may be voted at the Annual Meeting and each outstanding Common Share
is entitled to one vote. Only holders of Common Stock of record at the close of
business on March 7, 1996, are entitled to vote at the Annual Meeting or any
adjournments of the Meeting. Neither broker non-votes nor abstentions are
counted as affirmative votes, in whole or in part.
2
<PAGE> 8
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ELECTION OF DIRECTORS
(ITEM NO. 1)
The Company has three classes of directors serving staggered three-year terms.
Serving in the class of directors whose term expires at the 1996 Annual Meeting
are Joseph L. Dionne, David T. Kearns, Lynn M. Martin, Hicks B. Waldron and Mark
H. Willes. The term of office of Arthur H. Bernstein, M. Anthony Burns, Edward
T. Foote II and John A. Georges expires at the 1997 Annual Meeting. Vernon E.
Jordan, Jr., James W. McLamore, Paul J. Rizzo and Alva O. Way are currently
serving a term which expires at the 1998 Annual Meeting.
Hicks B. Waldron will retire as a member of the Board of Directors effective May
3, 1996, at which time he will be appointed Director Emeritus by the Board of
Directors.
Accordingly, the Stockholders are asked to elect Joseph L. Dionne, David T.
Kearns, Lynn M. Martin and Mark H. Willes, all of whom have been duly nominated
by the Board of Directors, to serve a term of office expiring at the 1999 Annual
Meeting.
Unless a proxy card specifies otherwise, the Proxy Committee will vote the
Shares covered by the proxy for the election of Joseph L. Dionne, David T.
Kearns, Lynn M. Martin and Mark H. Willes to the class of directors whose term
expires at the 1999 Annual Meeting. In the event any of these nominees becomes
unavailable to serve (which is not anticipated), the proxy card gives the Proxy
Committee the authority to vote for such other person as it may select.
The following material sets forth the name of each nominee and of each director
continuing in office, a description of positions and offices with the Company,
any other principal occupation, business experience during at least the last
five (5) years, certain directorships presently held, age and length of service
as a director of the Company.
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for the election of each nominee to the Board of Directors.
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3
<PAGE> 9
NOMINEES FOR DIRECTOR
FOR A TERM OF OFFICE EXPIRING AT THE 1999 ANNUAL MEETING
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[PHOTO] JOSEPH L. DIONNE Mr. Dionne has been Chairman of the Board and
Chairman and Chief Executive Chief Executive Officer of The McGraw-Hill
Officer, The McGraw-Hill Companies since 1988. He joined McGraw-Hill Book
Companies Company in 1967 as Vice President for Research
and Development at Educational Developmental
Member--Audit Committee Laboratories. A year later, he was appointed
Member-- Committee on Directors General Manager of California Test Bureau and
Director since and Public became a Vice President of McGraw-Hill Book
1995 Responsibility Company in 1970. He has held various positions in
Age 62 the company including Executive Vice President--
Operations. In 1981, he became President and
Chief Operating Officer of McGraw-Hill and held
that position until 1983 when he became President
and Chief Executive Officer. Prior to joining
McGraw-Hill, Mr. Dionne's experience included
teaching, educational administration and
consulting work on a number of experimental
education projects. He serves on the Board of
Directors of Alexander & Alexander Services,
Inc., The Equitable Companies, Incorporated, The
Equitable Life Assurance Society of the United
States and Harris Corporation, and is a trustee
of Hofstra University.
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DAVID T. KEARNS Mr. Kearns has been Chairman of the New American
Chairman, New American Schools Schools Development Corporation since 1993 and
[PHOTO] Development Corporation, and was Deputy Secretary of the United States
Retired Chairman and Chief Department of Education from 1991 through 1993.
Executive Officer From 1982 through 1990, Mr. Kearns was Chairman
of Xerox Corporation and Chief Executive Officer of Xerox Corporation,
which he joined in 1971 as a Vice President.
Member--Audit Committee Prior to joining Xerox, he was a Vice President
Director Member--Finance Committee in the Data Processing Division of International
1988-1991 and Business Machines Corporation. Mr. Kearns is a
since 1993 member of The Business Council, the Council on
Age 65 Foreign Relations and the American Philosophical
Society. Mr. Kearns is a trustee of the Univer-
sity of Rochester and The Ford Foundation, and a
director of The Chase Manhattan Corporation, The
Chase Manhattan Bank, N.A. and Time Warner, Inc.
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[PHOTO] LYNN M. MARTIN Since serving as Secretary of Labor under
Former U.S. Secretary of Labor; President George Bush from 1991 to 1993, Ms.
Chairperson, Deloitte & Touche Martin has served as Chairperson of Deloitte &
LLP's Council for the Advancement Touche LLP's Council for the Advancement of Women
Director since of Women; advisor to Deloitte & and as an advisor to that firm. She is a regular
1993 Touche LLP; and Professor, J. L. commentator, panelist, columnist and speaker on
Age 56 Kellogg Graduate School of radio and television programs, in national
Management at Northwestern publications and before various business and
University academic groups, with respect to the changing
Member--Compensation Committee global economic and political environment. Prior
Member--Finance Committee to serving as Secretary of Labor, Ms. Martin
represented the 16th District of Illinois in the
U.S. House of Representatives from 1981 to 1991.
She also serves as a director of The Procter &
Gamble Company, Ameritech, Harcourt General,
Inc., The Dreyfus Funds, TRW Inc. and Chicago's
Lincoln Park Zoo. She is a member of the Council
on Foreign Relations.
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[PHOTO] MARK H. WILLES Mr. Willes has been Chairman, President and Chief
Chairman, President and Executive Officer of The Times Mirror Company
Chief Executive Officer, since January 1996. He joined Times Mirror as
Director since The Times Mirror Company President and Chief Executive Officer in June
1992 1995. Prior to joining Times Mirror, Mr. Willes
Age 54 Chairman-- Compensation was Vice Chairman of General Mills, Inc. from
Committee 1992 until 1995. He joined General Mills in 1980
Member--Finance Committee as Executive Vice President and Chief Financial
Officer and a member of the company's Management
Policy Committee. He was elected to the Board of
Directors in 1984, and elected President in 1985.
Prior to joining General Mills, Mr. Willes served
as President of the Federal Reserve Bank of
Minneapolis from 1977 to 1980. He had previously
been with the Federal Reserve Bank of
Philadelphia, where he was named Director of
Research in 1970 and First Vice President in
1971. From 1967 to 1971, Mr. Willes was Assistant
Professor of Finance and Visiting Lecturer,
Wharton School of Finance and Commerce at the
University of Pennsylvania. Mr. Willes serves as
a director of Black & Decker Corporation and The
Talbots, Inc.
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5
<PAGE> 11
DIRECTORS CONTINUING IN OFFICE
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[PHOTO] ARTHUR H. BERNSTEIN Mr. Bernstein has been President and Chief
President and Chief Executive Executive Officer of Bancorp Capital Group, Inc.,
Director Officer, Bancorp Capital a venture capital firm, since 1987. He joined the
1958-1965 and Group, Inc. Company in 1955 as General Counsel and Secretary
since 1974 and from 1958 to 1965 he was Vice President and
Age 70 Member--Audit Committee Treasurer and a member of the Board of Directors.
Member--Finance Committee In 1966, Mr. Bernstein joined Lazard Freres &
Co., Investment Bankers. In 1968, he joined
Norton Simon, Inc. as Vice President--Finance,
and from 1970 to 1976 he was Senior Vice
President of Max Factor & Co. and a member of its
Board of Directors. From 1977 to 1980, Mr.
Bernstein was a practicing attorney and business
consultant and from 1980 to 1993 he was Managing
General Partner of California Capital Investors,
Ltd. Mr. Bernstein serves as a trustee of the
Sierra Trust Fund and the Sierra Variable Annuity
Fund, and is Chairman of the Board of Trustees of
the Phillips Graduate Institute.
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M. ANTHONY BURNS Mr. Burns, who joined the Company in 1974, was
[PHOTO] Chairman, President and elected a director, President and Chief Operating
Chief Executive Officer, Officer of the Company in December 1979.
Ryder System, Inc. Effective January 1, 1983, he was elected to the
Director since position of Chief Executive Officer of the
1979 Company, and on May 3, 1985, he became Chairman
Age 53 of the Board. He serves on the Board of Directors
of The Chase Manhattan Corporation, The Chase
Manhattan Bank, N.A., J.C. Penney Company, Inc.
and Pfizer Inc. He is an Active Member of The
Business Council, is a member of The Business
Roundtable and The Business Roundtable's Policy
Committee, and chairs The Business Roundtable
Health, Welfare, and Retirement Income Task
Force. He serves on the Board of the Boy Scouts
of America. He also serves on the Board of
Trustees of the University of Miami.
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[PHOTO] EDWARD T. FOOTE II Mr. Foote has been President of the University of
President, University of Miami Miami since 1981. Prior to joining the University
Director since of Miami, he was Special Advisor to the
1987 Member--Compensation Committee Chancellor and Board of Trustees, Washington
Age 58 Member-- Committee on Directors University, from 1980 to 1981. From 1973 to 1980,
and Public Responsibility he was Dean of the Washington University School
of Law, and from 1970 to 1973, he was Vice
Chancellor, General Counsel and Secretary to the
Board of Trustees of Washington University. Prior
to that he was an associate with the law firm of
Bryan, Cave, McPheeters and McRoberts.
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[PHOTO] JOHN A. GEORGES Mr. Georges was elected Chairman of the Board of
Chairman and Chief Executive International Paper in 1985 and Chief Executive
Director since Officer, International Paper Officer in 1984. He is Chairman of the Board and
1993 Company a director of IP Forest Resources Company (the
Age 65 managing general partner of IP Timberlands,
Chairman--Audit Committee Ltd.). He is also a director of Warner-Lambert
Member-- Committee on Directors Company, AK Steel Holding Corporation and Scitex
and Public Responsibility Corporation. Mr. Georges is a member of The
Business Council and the Policy Committee of The
Business Roundtable, a member of the Board of the
Business Council of New York State and a trustee
of its Public Policy Institute, serves on The
Trilateral Commission and is a member of the
Advisory Committee for Trade Policy and
Negotiations. He is also President of the
University of Illinois Foundation.
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[PHOTO] VERNON E. JORDAN, JR. Mr. Jordan is a Senior Partner in the law firm of
Senior Partner, Akin, Gump, Strauss, Hauer & Feld, LLP. Prior to
Director since Akin, Gump, Strauss, joining Akin, Gump in 1982, he was President and
1989 Hauer & Feld, LLP Chief Executive Officer of the National Urban
Age 60 League from 1972 to 1981. From 1970 to 1972, he
Member--Audit Committee was Executive Director of the United Negro
Member-- Committee on Directors College Fund. He is currently serving on the
and Public Responsibility Board of Directors of American Express Company,
Bankers Trust Company, Bankers Trust New York
Corporation, Corning Inc., Dow Jones & Company,
Inc., J.C. Penney Company, Inc., Revlon Group,
Sara Lee Corporation, Union Carbide Corporation
and Xerox Corporation. He is also a trustee of
The Ford Foundation.
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[PHOTO] JAMES W. MCLAMORE Mr. McLamore has been extensively involved in the
Chairman Emeritus, food service industry throughout the past 48
Director since Burger King Corporation years. In 1954, he co-founded Burger King
1977 Corporation and served as its President or
Age 69 Chairman-- Committee on Directors Chairman of the Board through 1976. He currently
and Public serves as Chairman Emeritus of both Burger King
Responsibility Corporation and the Board of Trustees of the
Member--Audit Committee University of Miami. He also serves as a director
of Lennar Corporation.
</TABLE>
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<PAGE> 13
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[PHOTO] PAUL J. RIZZO Mr. Rizzo was employed with International
Retired Vice Chairman, Business Machines Corporation from 1958, where he
Director International Business held increasingly responsible positions, until
1987-1993 and Machines Corporation his retirement as Vice Chairman of the Board in
since 1995 1987. He returned to IBM in 1993 as Vice Chairman
Age 68 Member--Compensation Committee of the Board until he retired again on December
Member--Finance Committee 31, 1994. He was Dean of the Kenan-Flagler
Business School of the University of North
Carolina from 1987 until 1992, when he retired
from that position to become a partner in
Franklin Street Partners, a Chapel Hill
investment firm. He is currently serving on the
Board of Directors of Johnson & Johnson, The
McGraw-Hill Companies and Morgan Stanley & Co.,
Incorporated.
</TABLE>
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[PHOTO] ALVA O. WAY Mr. Way was elected Chairman of the Board of IBJ
Chairman, IBJ Schroder Schroder Bank & Trust Company in 1986. He serves
Director since Bank & Trust Company as a consultant to and director of Schroder PLC,
1985 London, and related companies. Mr. Way joined
Age 66 Chairman--Finance Committee General Electric Company in 1951, where he served
Member--Compensation Committee in various executive positions including Chief
Financial Officer. In 1979, he was elected Vice
Chairman of American Express Company, and in 1981
he was named President of American Express
Company and Chairman and Chief Executive Officer
of American Express International Banking
Corporation. Mr. Way served as President of The
Travelers Companies, a financial services
organization, from 1983 through 1984. He is a
director of Eli Lilly and Company, The
McGraw-Hill Companies and Gould, Inc. He is
Chancellor of Brown University and a trustee of
the Committee for Economic Development.
</TABLE>
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8
<PAGE> 14
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
The Board of Directors currently consists of 13 members. During 1995, the Board
met 8 times. The Board has established standing Audit, Compensation and Finance
Committees and a Committee on Directors and Public Responsibility to assist the
Board in the discharge of its responsibilities. The Board may also appoint other
committees for specialized functions as appropriate. All of the directors of the
Company are independent directors (as that term is defined in the Company's
By-Laws) other than Mr. Burns. The Company's By-Laws provide that a majority of
the Board of Directors, and all members of the Compensation Committee and the
Committee on Directors and Public Responsibility, must be independent directors.
The Audit Committee consists of John A. Georges, Chairman, Arthur H. Bernstein,
Joseph L. Dionne, Vernon E. Jordan, Jr., David T. Kearns and James W. McLamore.
The Audit Committee met 6 times in 1995. The Committee is responsible for
recommending to the Board the engagement of independent auditors, reviewing the
scope of and budget for the annual audit and reviewing with the independent
auditors the results of the audit engagement, including the financial statements
of the Company. The Committee also reviews the scope and results of the
Company's internal audit procedures and reviews compliance with Company policies
relating to conflicts of interest and business ethics.
The Compensation Committee consists of Mark H. Willes, Chairman, Edward T. Foote
II, Lynn M. Martin, Paul J. Rizzo, Hicks B. Waldron and Alva O. Way. The
Compensation Committee met 6 times in 1995. The Committee reviews and approves
or recommends to the Board, as appropriate, compensation for senior management,
recommends to the Board the adoption and implementation of incentive
compensation plans, stock option plans and employee benefit plans and reviews
non-management Board members' compensation and benefits and recommends changes
as appropriate. The Compensation Committee Report on Executive Compensation is
set forth on pages 16 through 18 of this Proxy Statement.
The Finance Committee consists of Alva O. Way, Chairman, Arthur H. Bernstein,
David T. Kearns, Lynn M. Martin, Paul J. Rizzo and Mark H. Willes. The Finance
Committee met 6 times in 1995. The Committee reviews the financial condition and
capital structure of the Company, advises the Board with respect to capital
appropriations and other financial matters affecting the Company and reviews and
recommends to the Board a dividend policy for the Company and any actions to be
taken thereunder.
The Committee on Directors and Public Responsibility consists of James W.
McLamore, Chairman, Joseph L. Dionne, Edward T. Foote II, John A. Georges,
Vernon E. Jordan, Jr. and Hicks B. Waldron. The Committee met 6 times in 1995.
The Committee reviews and recommends criteria for Board membership, reviews the
qualifications of and recommends individuals for election as directors and
reviews and recommends the function and authority of all Board Committees as
well as their composition. The Committee will review nominees suggested by
Stockholders in writing and sent to the Secretary of the Company. Any such
suggestion should include sufficient information about the proposed nominee to
permit the Board of Directors to make an informed determination as to whether
the proposed nominee, if elected, would be an independent director, as that term
is defined in the Company's By-Laws. Additional responsibilities of the
Committee include identifying and analyzing current trends and issues pertaining
to public policy, public affairs and corporate responsibility and bringing such
matters to the attention of the Board.
The directors spend a considerable amount of time preparing for Board and
Committee meetings and, in addition, are called upon for their counsel between
meeting dates. Each of the incumbent directors attended 75% or more of the
aggregate number of meetings of the Board of Directors and the Committees on
which he or she served in 1995.
COMPENSATION OF DIRECTORS
Each director of the Company, other than Mr. Burns, is entitled to an annual
retainer of $21,500 for Board membership and $3,500 for each membership on a
major Board Committee. The chairperson of each such Committee is also entitled
to an additional retainer of $4,500 per year. The meeting fee payable to
directors for telephonic meetings of the Board of Directors or standing
Committees of the Board is $1,100. Directors are entitled to a per diem fee for
all other regular and special meetings of the Board or its Committees of $2,200
and $1,100, respectively, together with reimbursement for travel expenses. Mr.
Burns does not receive any additional compensation by reason of his membership
on the Board or attendance at meetings of any of its Committees.
9
<PAGE> 15
Under the Company's Directors Stock Plan any eligible director may make an
election to receive a combination of Common Shares determined by a formula and
$11,500 in cash (collectively, the "Formula") in lieu of the annual retainer.
The Formula provides that the number of Shares granted to a participant will be
equal to the nearest number of whole Shares which can be purchased for $15,000
based on the fair market value of the Shares on the date of grant. The Shares
will be entitled to cash dividends and full voting rights, but will not fully
vest until six months after the date of grant provided that the director
continues to serve in that capacity at that date. None of the Shares may be sold
or transferred prior to six months after the date when service as a director
ceases. A majority of the eligible directors have elected to participate in the
Directors Stock Plan.
The Company also provides all non-employee directors with $100,000 of accidental
death and dismemberment coverage under the Company's travel accident insurance
policy, yearly compensation at retirement equal to 100% of the annual Board
membership cash retainer in effect at the time of their retirement, optional
coverage under the Company's medical plan, $100,000 of coverage under the
Company's group term life insurance policy and the use of a Company-owned
automobile, resulting in additional average compensation of approximately
$14,000 to each such director. The Company also provides all non-employee
directors with long-term disability income protection. The Company has a
Directors' Charitable Award Program under which it intends to make charitable
contributions in the name of current and future directors. The program is
designed to acknowledge the service of directors and to benefit and recognize
the mutual interest of directors and the Company in supporting worthy charitable
and educational institutions. In addition, it enhances the Company's ability to
attract and retain directors of the highest caliber and experience. Under the
Directors' Charitable Award Program, each current or future director may
designate up to two charitable organizations and it is the Company's intention
to contribute the sum of $500,000, in ten annual installments, to the designated
organizations in the director's name upon the director's death. The program may
be funded with the proceeds of insurance policies on the lives of paired
directors. Individual directors will derive no financial benefit from this
program, as all charitable deductions accrue solely to the Company. A majority
of the current directors and four retired directors participate in the
Directors' Charitable Award Program.
Directors of the Company may elect to defer receipt of their retainer and fees.
Deferred funds become part of the general assets of the Company and bear simple
interest at a rate based upon the base or prime rate of a major bank, but not
lower than 5% or higher than 12% per annum. At the discretion of the director,
the funds may be deferred until the earlier to occur of a fixed date,
retirement, disability or removal, and are payable in a lump sum or
installments. However, upon a change of control of the Company all deferred
amounts will be distributed immediately to the director in a lump sum.
CERTAIN RELATIONSHIPS
Mr. Jordan is a senior partner in the law firm of Akin, Gump, Strauss, Hauer &
Feld, LLP which performed professional services on behalf of the Company in
1995. Additionally, in the ordinary course of business, the Company and its
subsidiaries may from time to time engage in transactions with other
unaffiliated corporations whose officers or directors are also directors of the
Company. All such transactions are conducted on a commercial, arms-length basis
and may not come to the special attention of the directors or officers of either
the Company or the other corporation involved. The Company does not consider
either the transactions or the amounts involved in such transactions to be
significant.
10
<PAGE> 16
SELECTION OF AUDITORS
(ITEM NO. 2)
Upon the recommendation of the Audit Committee of the Board of Directors, the
Board has selected KPMG Peat Marwick LLP, independent certified public
accountants, to audit the accounts of the Company and its subsidiaries for the
fiscal year ending December 31, 1996.
The firm of KPMG Peat Marwick LLP has audited the accounts of the Company since
1955 and has offices in, or convenient to, most of the localities where the
Company and its subsidiaries operate. The Company has been advised that
representatives of KPMG Peat Marwick LLP will be present at the 1996 Annual
Meeting with the opportunity to make a statement and to respond to appropriate
questions raised at the Meeting.
KPMG Peat Marwick LLP performed audit services in connection with the
examination of the financial statements of the Company and its subsidiaries for
the year ended December 31, 1995. In addition, they also rendered other audit
services which included the review of financial statements and related
information contained in various registration statements and filings with the
SEC, examinations of the separate financial statements of the Company's
retirement and benefit plans, and limited reviews of financial statements and
related information contained in quarterly reports provided to the Stockholders
and the SEC.
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for the ratification of the appointment of KPMG Peat Marwick LLP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK LLP AS AUDITORS.
11
<PAGE> 17
STOCKHOLDER PROPOSAL
(ITEM NO. 3)
The Company has been informed that John J. Gilbert and Margaret R. Gilbert of 29
East 64th Street, New York, New York 10021 and Martin Glotzer of 7601 N. Kedzie,
Chicago, Illinois 60645 again intend to offer a proposal at the Annual Meeting
requesting that the Board of Directors take the steps necessary so that, once
the current terms of sitting Directors have expired, future elections of all
Directors will be annual, rather than by class. Mr. Glotzer states that he owns
70 Shares and Mr. Gilbert states that he owns 105 Shares. Mr. Gilbert and Ms.
Gilbert state that they also represent an additional 1000 Shares held by family
interests and/or an affiliated corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The proposal which the Company understands the proponents intend to introduce at
the Annual Meeting is as follows:
"RESOLVED: That the stockholders of Ryder System, Inc., assembled in annual
meeting in person and by proxy, hereby request that the Board of Directors
take the needed steps to provide that at future elections of directors new
directors be elected annually and not by classes, as is now provided, and
that on expiration of present terms of directors their subsequent election
shall also be on an annual basis."
The proponents have furnished the following statement in support of their
proposal:
"Continued very strong support along the lines we suggest were shown at the
last annual meeting when 51%, 2,818 proxies representing 32,002,251 shares,
were cast in favor of this proposal. The vote against included 1,888
unmarked proxies.
ARCO to its credit, voluntarily ended theirs stating that when a very high
percentage (34.6%) desired it to be changed to an annual election it was
reason enough for them to change it. Several other companies have also
followed suit such as: Pacific Enterprises, Katy Industries, Hanover Direct
and others. A few years ago my resolution on the subject was withdrawn when
the Westinghouse directors agreed to end theirs. At the recent
Lockheed-Martin merger the stagger system was ended and also at a special
merger meeting of First Commerce Corporation in 1995. Further, Allegheny
Power System tried to put in a stagger system, as well as take away
cumulative voting, and the stockholders defeated it, showing stockholders
are interested in their rights.
Because of the normal need to find new directors and because of
environmental problems and the avalanche of derivative losses and many
groups desiring to have directors who are qualified on the subjects, we
think that ending the stagger system of electing directors is the answer.
In addition, some recommendations have been made to carry out the CERES 10
points. The 11th, in our opinion, should be to end the stagger system of
electing directors and to have cumulative voting.
Equitable Life Insurance Company, which is now called Equitable Companies,
converted from a policy owned company to a public stockholder meeting.
Thanks to AXA, the comptrolling French insurance company not wanting it
they now do not have a staggered board.
Orange and Rockland Utility Company had a terrible time with the stagger
system and its 80% clause to recall a director. The chairman was involved
in a scandal effecting the company. Not having enough votes the meeting to
get rid of the chairman had to be adjourned. Finally, at the adjourned
meeting enough votes were counted to recall him.
If you agree, please mark your proxy for this resolution; otherwise, it
will automatically be cast against it, unless you have marked to abstain."
The affirmative vote of a majority of the Shares entitled to vote at the Meeting
is necessary for adoption of the proposal.
12
<PAGE> 18
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Before 1984 the directors were elected annually. At the 1984 Annual Meeting, the
Stockholders approved an amendment to the Company's Restated Articles of
Incorporation providing that the Board be divided into three classes of
directors serving staggered three-year terms.
In the 1984 Proxy Statement the Board stated that it believed the interests of
the Stockholders were better served by a classified board than by the annual
election of all directors. Among the reasons presented at that time in favor of
a classified system of director elections, the Board stated the following:
The classification of directors will have the effect of making it more
difficult to change the composition of the Board of Directors. At least two
Stockholder meetings, instead of one, will be required to effect a change
in the control of the Board. While there has been no problem in the past
with the continuity or stability of the Board, the Board believes that the
longer time required to elect a majority of a classified Board will help to
assure the continuity and stability of the Company's management and
policies in the future, since a majority of the directors at any given time
will have prior experience as directors of the Company.
The Board continues to believe that a classified Board of Directors promotes
continuity of experience on the Board, provides for an orderly succession of
directors and would encourage any unsolicited bidder for control of the Company
to negotiate with the Board, which can best represent the interests of all of
the Stockholders. In addition, the Company's system of director elections is
fully supported by Florida law.
The resolution offered by the proponents would not amend the Restated Articles
of Incorporation at this time, but, instead requests that the Board take the
steps necessary to elect all directors on an annual basis in the future. Under
the terms of the amendment to the Company's Restated Articles of Incorporation
approved by the Stockholders in 1984, an affirmative vote of 75% of the Shares
entitled to vote on a future resolution proposed by the Board to amend the
Restated Articles would be required at a future meeting of Stockholders in order
to amend the provisions governing the staggered election of directors.
ACCORDINGLY, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
13
<PAGE> 19
BENEFICIAL OWNERSHIP OF SHARES
As of January 15, 1996, each director or nominee and each executive officer1
named in the Summary Compensation Table herein, individually, and all directors,
nominees and executive officers of the Company as a group, beneficially owned
Common Stock as follows:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(2) PERCENT OF CLASS(3)
- ------------------------------------------------------------------- ----------------- -------------------
<S> <C> <C>
Arthur H. Bernstein(4),(7)......................................... 16,844
M. Anthony Burns(5),(6)............................................ 719,408
Dwight D. Denny(5),(6)............................................. 116,516 less
Joseph L. Dionne(7)................................................ 1,103 than
Edward T. Foote II(7).............................................. 2,344 1%
John A. Georges(7)................................................. 2,243 per
James M. Herron(6)................................................. 225,913 individual
Edwin A. Huston(5),(6)............................................. 276,442
Vernon E. Jordan, Jr.(7)........................................... 2,344
David T. Kearns(7)................................................. 2,644
Lynn M. Martin..................................................... 500
James W. McLamore(7)............................................... 57,848
Larry S. Mulkey(5),(6)............................................. 114,276
Paul J. Rizzo...................................................... 2,000
Hicks B. Waldron(7)................................................ 4,097
Alva O. Way(7)..................................................... 3,344
Mark H. Willes(4),(7).............................................. 3,871
Directors, Nominees and Executive Officers as a Group
(26 persons)(4),(5),(6),(7)...................................... 1,872,091 2.36%
</TABLE>
- ---------------
(1) The Board of Directors has adopted guidelines for stock ownership by all
executives of the Company. Under the guidelines, executives are encouraged
to own Company stock equal in value to various multiples of their annual
salary.
(2) Unless otherwise noted, all Shares included in this table are owned
directly, with sole voting and dispositive power. The inclusion of Shares
in this table shall not be construed as an admission that such Shares are
beneficially owned for purposes of Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(3) Percent of class has been computed in accordance with Rule 13d-3(d)(1) of
the Exchange Act.
(4) Includes Shares held jointly with their spouses or other family members,
as follows: Mr. Bernstein 15,000 Shares; Mr. Willes 2,027 Shares; all
directors, nominees and executive officers as a group 17,027 Shares.
(5) Includes Shares held in the accounts of executive officers pursuant to the
401(k) Plan and the Savings Restoration Plan as of January 15, 1996, as
follows: Mr. Burns 10,951 Shares; Mr. Denny 2,513 Shares; Mr. Huston 3,934
Shares; Mr. Mulkey 3,112 Shares; all directors, nominees and executive
officers as a group 32,953 Shares.
(6) Includes Shares the direct ownership of which may be acquired within
60 days of January 15, 1996, through the exercise of stock options, as
follows: Mr. Burns 614,077 Shares; Mr. Denny 105,003 Shares; Mr. Herron
214,667 Shares; Mr. Huston 260,163 Shares; Mr. Mulkey 111,164 Shares; all
directors, nominees and executive officers as a group 1,606,954 Shares.
(7) Includes the following number of Shares held as of January 15, 1996, in
the account of each of the following directors pursuant to the Directors
Stock Plan: 1,844 Shares in the account of Mr. Bernstein, Mr. Foote, Mr.
Jordan, Mr. Kearns, Mr. McLamore, Mr. Way and Mr. Willes; 603 Shares in
the account of Mr. Dionne; 1,243 Shares in the account of Mr. Georges; and
1,447 Shares in the account of Mr. Waldron.
14
<PAGE> 20
As of January 15, 1996, the following table sets forth information regarding the
number and percentage of Shares held by all persons who are known by the Company
to beneficially own or exercise voting or dispositive control of more than 5% of
the Company's outstanding Common Stock:
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY
NAME AND ADDRESS OWNED PERCENT OF CLASS
- -------------------------------------------------------------------- ----------------- ----------------
<S> <C> <C>
Putnam Investments, Inc............................................. 7,524,505(1) 9.49%
One Post Office Square
Boston, Massachusetts 02109
Sanford C. Bernstein & Co., Inc..................................... 5,532,226(2) 6.98%
767 5th Avenue
New York, New York 10153
State Treasurer..................................................... 4,726,195(3) 5.96%
State of Michigan
P.O. Box 15128
Lansing, Michigan 48901
</TABLE>
- ---------------
(1) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 0; shared voting power 105,000; and shared dispositive
power 7,524,505. The foregoing ownership information is based upon
information furnished to the Company on behalf of Putnam Investments, Inc.
(2) Of the total Shares shown, the nature of beneficial ownership is as follows:
sole voting power 2,822,140; shared voting power 693,523; and sole
dispositive power 5,532,226. The foregoing ownership information is based
upon information furnished to the Company on behalf of Sanford C. Bernstein
& Co., Inc.
(3) The Michigan State Treasurer has sole voting and sole dispositive power as
to all 4,726,195 Shares. The foregoing ownership information is based upon
information furnished to the Company on behalf of the Michigan State
Treasurer.
FILINGS UNDER SECTION 16(A)
Compliance with Section 16(a) of the Exchange Act requires the Company's
directors, executive officers, and persons owning more than 10% of the Company's
Common Stock to file with the SEC and the New York Stock Exchange initial
reports of ownership of Common Stock and other equity securities of the Company
on Form 3 and reports of changes in such ownership on Forms 4 or 5. Directors,
executive officers and greater than 10% Stockholders are required to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on a review of the copies of the
reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended December 31, 1995, the
Company's directors and executive officers complied with all applicable Section
16(a) filing requirements.
15
<PAGE> 21
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Company's Board of Directors (the "Committee")
is composed of the six individuals listed below who are all independent
non-employee directors of the Company. The Committee administers the Company's
executive compensation policies and programs and regularly reports to the Board
of Directors on its activities and decisions, including recommendations to the
Board involving Mr. Burns' compensation. No member of the Committee is eligible
to participate in any of the executive compensation plans or programs that the
Committee oversees. There are no interlocks between the members of the Committee
and any executive officer.
In 1995, the Committee reviewed the Company's executive compensation policies
and programs and concluded that the existing programs were meeting the goals
previously established by the Committee. Those goals include enhancing the
Company's ability to attract, retain, motivate and appropriately reward those
executives who will contribute to the Company's short-term and long-term
profitability and insuring that the Company's compensation programs link
executive compensation to both individual performance and the performance of the
Company.
EVALUATION OF EXECUTIVE PERFORMANCE
In its evaluation of executive performance, the Committee employs criteria
designed to motivate individual executives. It is the Committee's belief that
variable, at-risk compensation, both annual and long-term, should make up a
significant portion of executive compensation, to be earned only if specific
financial and individual goals are met. As a result, in 1995, more than
two-thirds of the total compensation of Mr. Burns and the other named executive
officers was at risk.
In evaluating management's 1995 performance, the Committee considered the
Company's financial results, which included record revenue and earnings,
continued growth in the Company's contractual businesses and improvements in
their margins, and management's progress toward implementing its stated
objectives.
In addition to its review of the effectiveness of the Company's executive
compensation programs, the Committee continuously evaluates whether the programs
remain externally competitive. The Committee evaluates each element of the
program in light of the compensation practices and financial performance of a
comparative group of similar companies (companies with sales levels and/or
financial characteristics similar to those of the Company) with which the
Company must compete in hiring and retaining executives. The Committee believes
that these companies are the most appropriate comparison group for purposes of
compensation decisions. As a result, the companies surveyed by the Committee for
executive compensation data are not the same as the peer group index used in the
five-year stock performance graph included in this Proxy Statement.
Survey data from this "compensation peer group" is analyzed by management and by
Hewitt Associates and Frederick W. Cook & Co., Inc., independent compensation
consultants retained by the Company. The Committee utilizes this data to aid in
setting total compensation for the Company's executive officers within the
median range for this compensation peer group.
COMPONENTS OF EXECUTIVE COMPENSATION
The Company's executive compensation program consists of three key components:
(1) base salary; (2) annual cash incentive awards and (3) long-term incentive
awards in the form of stock options. Executive officers also receive a range of
employee benefits generally available to all employees of the Company. While
each element of compensation is reviewed separately, the Committee takes into
account the total compensation and benefits package in evaluating the executive
compensation program and making compensation decisions. The Committee believes
that the total package represents an attractive compensation and benefits
program that is competitive and in line with those of comparable companies.
BASE SALARY
Base salaries for executive officers are set at levels considered appropriate in
light of the scope of responsibilities of each executive officer's position and
the importance of that position to the operations of the Company. The Committee
believes that salary levels for executive officers should be set within the
median range in comparison to salary levels at comparable companies with which
the Company competes for executive talent. In making decisions to adjust
individual salary levels, the Committee considers Company performance, the
executive officer's individual
16
<PAGE> 22
performance and position in the existing salary range, and the external
comparative data provided by the Company's outside compensation consultants. The
Committee, however, does not employ any predetermined formula or assign any
particular weight to any individual criterion in making these adjustments. The
base salaries of executive officers other than Mr. Burns are recommended by Mr.
Burns to the Committee based upon the above criteria and are reviewed and
approved, or recommended to the Board of Directors, by the Committee.
Mr. Burns did not receive an increase in his base salary in 1995 and thus his
salary remains at the level set in June 1992. Because of the Committee's
emphasis on incentive compensation, and the Committee's award to Mr. Burns in
1994 of options to purchase 130,000 Shares in lieu of an increase in his base
salary, the Committee has concluded that it is not appropriate for Mr. Burns to
receive a salary increase every year, regardless of the Committee's annual
evaluation of his performance.
ANNUAL INCENTIVE AWARDS
The Company's annual incentive awards are expressed as a percentage of each
executive's base salary. Actual cash awards are paid based upon Company
financial performance and individual performance, subject to the Committee's
discretion. Award opportunities are set to provide above-median compensation in
comparison to comparable companies in a year when Company performance exceeds
financial performance targets and below-median compensation in comparison to
comparable companies in a year when performance is below these targets. These
bonus awards are primarily driven by the Company's financial results with
approximately 85% of the maximum bonus opportunity based upon financial results
and approximately 15% of the maximum bonus opportunity based upon individual
performance. The financial results-based portion of the bonus awards is based
upon annual financial performance targets set in the Company's Business Plan,
which is approved by the Board of Directors at the beginning of each year. These
financial performance targets are measured by net after-tax return on equity
("NAT ROE"), net after-tax return on assets ("NAT ROA"), net before tax ("NBT")
earnings, (for two executive officers in 1995) business unit revenue and (for
one executive officer in 1995) quantifiable strategic benchmarks tied to new
markets and accounts. The specific targets are considered confidential by the
Company and are not included in this Report in order to avoid compromising the
Company's competitive position.
Executive officers of the Company, other than Mr. Burns, are eligible for bonus
awards in an amount ranging from 0% to 100% of base salary based upon Company
performance and 0% to 20% of base salary based upon their individual
performance. After the cash award payments have been calculated according to the
above measures, the Committee reviews the amounts in light of overall Company
performance, and the Committee's and/or Mr. Burns' assessment of individual
performance, and exercises its discretion in making the final awards. In
February of 1996, each of the named executive officers of the Company was
awarded the cash bonus illustrated in the Summary Compensation Table on page 19
based upon the Committee's review. Although the Company reported record earnings
for 1995, these cash bonus awards were significantly less than the comparable
awards received for 1994 due to the aggressive targets contained in the
Company's 1995 Business Plan.
Mr. Burns was eligible for a 1995 incentive award of up to 110% of his base
salary based upon Company performance, measured by NAT ROA and NBT earnings, and
an additional award of up to 20% of his base salary based upon his individual
performance. Since the aggressive Business Plan targets set by the Board for the
Company's 1995 financial performance were not fully achieved, Mr. Burns received
a bonus equal to 26% of his base salary based upon Company performance. Mr.
Burns also received an individual performance award equal to 18% of his base
salary based upon the Committee's evaluation of Mr. Burns' contributions toward
the Company's achievement of record financial results in 1995 and his
accomplishment of other individual goals which he presented to the Board in
1995. These goals included growth in the Company's contractual businesses,
improvements in margins for the Company's key business units and continued
progress in the Company's reengineering efforts.
LONG-TERM INCENTIVE AWARDS
Under the Ryder System, Inc. 1995 Stock Incentive Plan, which was approved by
the Stockholders at last year's Annual Meeting, stock options may be awarded to
executive officers and other key executives of the Company at the discretion of
the Committee. The size of an individual stock option award is based primarily
upon the individual executive's responsibilities and position within the
Company. The Committee also considers each executive's
17
<PAGE> 23
current individual performance, potential for promotion and impact on Company
performance. Stock option awards are intended to reflect the median level of
such awards for comparable positions at peer companies.
The Company has no policy regarding the timing and frequency of stock option
awards, although such awards generally have been made on an annual basis to the
Company's executive officers and on some occasions upon the hiring of a new
executive. In 1995, the Committee made an award of stock options to certain key
executives of the Company, including each of the named executive officers. The
Committee did not determine the size of such awards by reference to the amount
or value of stock options held by an individual executive officer at the time of
the award. These options were granted at the fair market value of the Company's
stock on the date of grant and will vest over a three-year period, rather than
the two-year vesting period contained in several previous option awards. The
Committee believes that this longer vesting period is in line with the vesting
period of stock option awards at comparable companies and will encourage the
creation of long-term Stockholder value since no benefit is realized by the
executive unless the price of Common Stock rises over a number of years.
In 1995, Mr. Burns was granted options to purchase 90,000 shares as an incentive
to continue his successful efforts toward improving the long-term financial
performance of the Company and based upon the Committee's evaluation of Mr.
Burns' individual performance. This award was set at the median level for stock
options awarded to chief executives of peer companies.
DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Committee has reviewed the Company's executive compensation program in light
of recent changes to the Internal Revenue Code relating to the disallowance of
deductions for compensation in excess of $1 million to certain executive
officers. The tax law changes include an exception for "performance-based"
compensation, including stock options, provided certain requirements are met.
The Company's 1995 Stock Incentive Plan meets these requirements. Accordingly,
stock options awarded to the Company's executive officers in 1995 are eligible
for the "performance-based" compensation exception. The annual cash incentive
awards granted to the Company's executive officers for 1995 are not eligible for
the "performance-based" exception because they are based in part on individual
performance goals that are not deemed "performance-based" by the tax law
changes. The Committee, however, believes that these individual goals are a
valuable part of the annual incentive award and does not believe that
eliminating these individual performance measures from the annual incentive
program would be in the best interests of the Company and its Stockholders. In
addition, the Committee does not believe that the amount of any deduction
foregone by the Company with respect to the annual incentive awards is material
in comparison to the value of this program.
Mark H. Willes [Chairman], Edward T. Foote II, Lynn M. Martin, Paul J. Rizzo,
Hicks B. Waldron and Alva O. Way
18
<PAGE> 24
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth the annual and long-term compensation which the
Company paid to, or deferred for, those persons who were at December 31, 1995
(a) the chief executive officer and (b) each of the other four most highly
compensated executive officers of the Company (collectively, the "named
executive officers") for services rendered in 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
--------------------
AWARDS
--------------------
ANNUAL COMPENSATION SECURITIES
------------------------------------ UNDERLYING
OTHER ANNUAL OPTIONS/LIMITED ALL OTHER
SALARY BONUS COMPENSATION SARS(2) COMPENSATION(3)
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($)(1) (#) ($)
- -------------------------------------------- ---- -------- -------- ------------ -------------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Anthony Burns Chairman of the 1995 725,000 320,000 54,267 90,000 36,091
Board, President 1994 725,000 860,000 56,627 200,000 12,688
and Chief 1993 725,000 460,000 4,219 60,000 12,642
Executive Officer
Dwight D. Denny Executive Vice 1995 330,000 137,000 2,994 20,000 18,855
President -- 1994 300,000 315,000 2,994 90,000 9,330
Development 1993 260,000 225,862 2,813 25,000 6,316
James M. Herron Senior Executive 1995 378,833 167,000 2,994 24,000 29,624
Vice 1994 358,000 403,000 2,994 25,000 18,257
President and 1993 336,917 275,427 2,813 23,000 16,884
General
Counsel
Edwin A. Huston Senior Executive 1995 460,000 202,500 2,994 28,000 30,300
Vice 1994 434,167 485,000 2,994 30,000 16,485
President -- Finance 1993 413,250 337,842 2,813 25,000 16,425
and Chief Financial
Officer
Larry S. Mulkey President -- Ryder 1995 315,000 175,000 2,994 23,000 18,770
Dedicated Logistics, 1994 285,833 280,000 2,994 55,000 9,952
Inc. 1993 240,833 180,155 2,813 25,000 7,023
</TABLE>
- ---------------
(1) This column represents amounts reimbursed for the payment of income taxes on
certain perquisites provided to these executive officers. Other perquisites
and personal benefits furnished to the named executive officers, other than
Mr. Burns, do not meet the disclosure thresholds established under SEC
regulations and are not included in this column. Of the 1995 and 1994
amounts shown for Mr. Burns, $24,337 and $25,663, respectively, represent
the incremental cost to the Company for his personal use of the Company air
craft. The balance of the 1995 and 1994 amounts shown for Mr. Burns
include a Company provided car, a tax planning allowance and other
perquisites.
(2) The 1995 stock option and Limited Stock Appreciation Right ("Limited SAR")
grants generally vest in 33 1/3% annual installments commencing with the
first anniversary of the date of grant. The October 1994 and the 1993 stock
option and Limited SAR grants generally vest in 50% annual installments
commencing with the first anniversary of the date of grant. The May 1994
grant will vest 100% at the earlier of eight years or, after a minimum of
two years, when the average of the high and low prices of a Share on the
last business day of each of three consecutive months exceeds $45 per
Share. The December 1994 grant will vest in 20% annual installments
commencing with the date of grant. Each named executive officer who
received a grant of stock options received a number of Limited SARs equal
to the number of Shares subject to such stock option. The numbers given
reflect an option with a tandem Limited SAR as a single unit. Under the
existing antidilution provisions of the Company's 1980 Stock Incentive
Plan, as amended and restated as of October 22, 1993, upon a payment of a
special dividend effecting the spin off of the Company's aviation services
business (Aviall, Inc.) on December 7, 1993, all then outstanding stock
option grants were converted so that as to each such grant there was an
increased number of ex-dividend Shares at a lower exercise price per Share
and the optionees' resulting spreads were the same as they were prior to the
dividend.
(3) This column is composed of: (a) contributions to the 401(k) Plan in the
amounts of $2,250, $400 and $400 for each named executive officer for 1995,
1994 and 1993, respectively; (b) contributions to the Savings Restoration
Plan, in 1995, for Mr. Burns in the amount of $21,525; for Mr. Denny in the
amount of $7,425; for Mr. Herron in the amount of $9,478; for Mr. Huston in
the amount of $11,925; and for Mr. Mulkey in the amount of $6,675; (c)
dollar value of premiums for compensatory split-dollar insurance payments
for Mr. Burns in the amounts of $383, $355 and $315 for 1995, 1994 and 1993,
respectively; for Mr. Denny in the amounts of $114, $105 and $80 for 1995,
1994 and 1993, respectively; for Mr. Herron in the amounts of $546, $507 and
$441 for 1995, 1994 and 1993, respectively; for Mr. Huston in the amounts of
$486, $446 and $398 for 1995, 1994 and 1993, respectively; and for Mr.
Mulkey in the amounts of $138, $127 and $113 in 1995, 1994 and 1993,
respectively; (d) premiums paid under the Supplemental Retiree Life
Insurance Plan for Mr. Burns in the amounts of $3,795, $3,795 and $3,789
for 1995, 1994 and 1993, respectively; for Mr. Denny in the amounts of
$3,459, $3,459 and $3,453 for 1995, 1994 and 1993, respectively; for Mr.
Herron in the amounts of $8,380, $8,380 and $8,353 for 1995, 1994 and 1993,
respectively; for Mr. Huston in the amounts of $4,805, $4,805 and $4,793
for 1995, 1994 and 1993, respectively; and for Mr. Mulkey in the amounts of
$3,484, $3,484 and $3,479 for 1995, 1994 and 1993, respectively; and (e)
premiums paid under the Supplemental Long-Term Disability Insurance Plan
for Mr. Burns in the amount of $8,138 for 1995, 1994 and 1993; for Mr.
Denny in the amounts of $5,607, $5,366 and $2,383 for 1995, 1994 and 1993,
respectively; for Mr. Herron in the amounts of $8,970, $8,970 and $7,690
for 1995, 1994 and 1993, respectively; for Mr. Huston in the amount of
$10,834 for 1995, 1994 and 1993; and for Mr. Mulkey in the amounts of
$6,223, $5,941 and $3,031 for 1995, 1994 and 1993, respectively.
19
<PAGE> 25
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with each executive officer,
including the named executive officers, and other key employees of the Company
and its subsidiaries, which provide that if the Company terminates the
employment of an executive for reasons other than death, disability or cause,
or, if within the three-year period commencing with a change of control of the
Company (as defined in the Company's "1995 Stock Incentive Plan" filed as an
Exhibit to the Company's Annual Report on Form 10-K for the year ended December
31, 1995), the executive terminates employment with the Company for good reason,
the Company will provide the executive with a multiple of salary and bonus
ranging from a maximum of three times salary and three times bonus for the
highest level executive to a minimum of .5 times salary and, for each year of
service, one month bonus (subject to a maximum of 12 months bonus) for lower
level executives, as well as various benefits and perquisites, net of excise
taxes. In the event of a termination of employment and, if applicable, a change
of control of the Company, which triggers the provisions of a severance
agreement, Mr. Burns would be entitled to three times salary and three times
bonus, Messrs. Denny, Herron and Huston would be entitled to three times salary
and two times bonus, and Mr. Mulkey would be entitled to two times salary and
two times bonus.
OPTION GRANTS
The following table provides information regarding the grant of stock options to
the named executive officers in fiscal year 1995. In addition, in accordance
with SEC regulations, hypothetical gains of 5% and 10% required by the SEC along
with a third column representing a 0% gain (listed in the table under "Potential
Realizable Value at Assumed Annual Rates of Stock Price Appreciation for
Option/Limited SAR Term") are shown for these stock options. These hypothetical
gains are based on assumed rates of annual compound stock price appreciation of
0%, 5% and 10% from the date the stock options were granted over the full option
term of ten (10) years. Each named executive officer also received a grant of
one Limited SAR in tandem with each Common Share subject to the stock option.
Such Limited SAR may only be exercised in the event of a change of control of
the Company if the named executive officer is at that time a Section 16(b)
insider.
OPTION/LIMITED SAR GRANTS IN FISCAL YEAR 1995
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
- -------------------------------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE(1)
NUMBER(2) OF OPTIONS/LIMITED AT ASSUMED ANNUAL RATES OF
SECURITIES SARS GRANTED TO STOCK PRICE APPRECIATION FOR
UNDERLYING EMPLOYEES IN EXERCISE OPTION/LIMITED SAR TERM
OPTIONS/LIMITED FISCAL YEAR PRICE PER -----------------------------
NAME SARS GRANTED 1995 SHARE(3) EXPIRATION DATE(4) 0% 5% 10%
- ------------------------ --------------- --------------- ---------- ---------------- --- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
M. Anthony Burns........ 90,000 8% $25.44 October 2, 2005 $0 $1,439,776 $3,648,674
Dwight D. Denny......... 20,000 2% 25.44 October 2, 2005 0 319,950 810,816
James M. Herron......... 24,000 2% 25.44 October 2, 2005 0 383,940 972,980
Edwin A. Huston......... 28,000 2% 25.44 October 2, 2005 0 447,930 1,135,143
Larry S. Mulkey......... 23,000 2% 25.44 October 2, 2005 0 367,943 932,439
</TABLE>
- ---------------
(1)If the 5% or 10% annual compound stock price appreciation shown in the table
were to occur, the price of the stock would be $41.44 or $65.98,
respectively, on October 2, 2005, and the appreciation in the market value
of the Company's Common Stock from the date of the grant would be
$1,268,292,167 and $3,214,101,365, respectively. The appreciation during
this period realized by the five named executive officers from these stock
options would be 0.23% of the gain to all Stockholders under these two
cases. The use of the 5% and 10% rates as required by the SEC is not
intended by the Company to forecast possible future appreciation of the
Company's Common Stock.
(2)Stock options and Limited SAR grants vest in 33 1/3% annual installments
commencing with the first anniversary of the date of grant. Each named
executive officer who received a grant of stock options received Limited SARs
equal to the number of Shares subject to such stock option. The numbers given
reflect an option with a tandem Limited SAR as a single unit.
(3)Represents fair market value as of date of grant.
(4)Ten (10) years from grant date of October 3, 1995.
20
<PAGE> 26
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table provides information, with respect to the named executive
officers, regarding the exercise of options during fiscal year 1995 and
unexercised options held as of the end of fiscal year 1995:
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1995 AND FISCAL YEAR-END 1995 OPTION
VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/LIMITED OPTIONS AT FISCAL YEAR-END
SARS AT FISCAL YEAR-END 1995 1995(1)
SHARES ACQUIRED VALUE ----------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
M. Anthony Burns........... 0 $0 614,077 203,000 $ 1,449,113 $ 214,500
Dwight D. Denny............ 0 0 105,003 95,161 382,454 37,500
James M. Herron............ 0 0 214,667 36,500 770,948 0
Edwin A. Huston............ 0 0 251,103 43,000 597,036 0
Larry S. Mulkey............ 0 0 111,164 66,137 260,380 18,750
</TABLE>
- ---------------
(1)Amounts reflect gains on outstanding stock options based on a fair market
value of $24.69 for the Common Stock, as determined by using the average of
the high and low price on December 29, 1995. As no change in control of the
Company has occurred the tandem Limited SARs had no calculable value at such
date.
PENSION BENEFITS
The Company covers substantially all regular full-time employees who are not
covered by plans administered by labor unions or plans sponsored by a subsidiary
or division of the Company ("Division Plans") under the Ryder System, Inc.
Retirement Plan ("Retirement Plan"). Benefits payable under the Retirement Plan
are based on an employee's career earnings with the Company and its
subsidiaries. At normal retirement age of 65, a participant is entitled to a
monthly pension benefit payable for life. The annual pension benefit, when paid
in the form of a life annuity with no survivor's benefits, is generally equal to
the sum of 1.45% of the first $15,600 of compensation and bonus received, plus
1.85% of the portion of such compensation and bonus in excess of $15,600 during
each such year while a Retirement Plan member. Accrued benefits under the
Retirement Plan have been improved from time to time.
Retirement Plan benefits vest at the earlier of the completion of five (5) years
of credited service or upon reaching age 65, provided, however, that in the
event of a change of control of the Company, all participants will be fully
vested and the term "accrued benefit" will include the value of early retirement
benefits for any participant age 45 or above or with 10 or more years of
service. These benefits are not subject to any reduction for Social Security
benefits or other offset amounts. An employee's pension benefits may be paid in
certain alternative forms having actuarially equivalent values.
The maximum annual benefit under a qualified pension plan is currently $120,000
beginning at the Social Security retirement age (currently age 65). The maximum
compensation and bonus that may be taken into account in determining annual
retirement accruals is currently $150,000. The Company maintains a
non-qualified, unfunded benefit plan, called the Benefit Restoration Plan (the
"Restoration Plan"), which covers those participants of the Retirement Plan and
certain Division Plans whose benefits are reduced by the Internal Revenue Code
or other United States or Canadian laws. A participant in the Restoration Plan
is entitled to a benefit equaling the difference between the amount of benefits
the participant is entitled to without reduction and the amount of benefits the
participant is entitled to after the reductions.
21
<PAGE> 27
The table below sets forth annual pension benefit projections assuming each
named executive officer remains continuously employed by the Company at current
compensation levels until retirement at the normal retirement date.
ESTIMATED ANNUAL BENEFITS AT RETIREMENT(1)
(IN THE FORM OF A SINGLE LIFE ANNUITY)
<TABLE>
<S> <C>
M. Anthony Burns........................................... $700,479
Dwight D. Denny............................................ $291,358
James M. Herron............................................ $223,207
Edwin A. Huston............................................ $341,690
Larry S. Mulkey............................................ $251,206
</TABLE>
In addition to the Retirement Plan and the Restoration Plan, the Company
maintains the Split Dollar Life Insurance Plan and Deferred Compensation Plan
for the benefit of each named executive officer and certain other key executives
who elect to participate. The Split Dollar Life Insurance Plan provides
participants with additional life insurance and the Deferred Compensation Plan
acts as a supplemental pension benefit. The participant pays a portion of the
premium and the Company pays that portion of the premium which is equal to the
increase in cash surrender value of the policy during each policy year. In the
event of death prior to normal retirement, the face value of the policy is paid
to the participant's chosen beneficiary and the Company's investment in the
policy is recaptured by a supplemental term policy maintained by the Company. In
the event a participant ceases to be employed by the Company prior to the
participant's normal retirement date, the participant has the right to purchase
the policy from the Company for its cash surrender value. Assuming normal
retirement dates, the named executive officers would have the following
estimated minimum annual benefit shown below:
<TABLE>
<S> <C>
M. Anthony Burns............................................ $14,077
Dwight D. Denny............................................. $ 5,247
James M. Herron............................................. $ 5,064
Edwin A. Huston............................................. $ 5,700
Larry S. Mulkey............................................. $ 9,780
</TABLE>
- ---------------
(1 )These amounts include benefits under the Retirement Plan and the Restoration
Plan combined.
22
<PAGE> 28
STOCK PERFORMANCE
COMPARISON OF 5 YEAR CUMULATIVE RETURN
AMONG RYDER SYSTEM, INC., S&P 500 INDEX & DOW JONES TRANSPORTATION 20 INDEX(1)
[GRAPH]
<TABLE>
<CAPTION>
Measurement Period Dow Jones Transpor-
(Fiscal Year Covered) Ryder System, Inc. S&P 500 Index tation 20 Index
<S> <C> <C> <C>
1990 100 100 100
1991 139 130 152
1992 194 140 164
1993 218 155 202
1994 185 157 169
1995 214 215 233
</TABLE>
- ---------------
(1) Assumes for comparison that the value of the Company's Common Stock and of
each index was $100 on December 31, 1990, and that all dividends, including
the Company's distribution of Aviall, Inc. common stock in December 1993, were
reinvested. Past performance is not necessarily an indicator of future
results.
COST OF SOLICITATION
The cost of solicitation of proxies, including expenses in connection with the
preparation and mailing of this Proxy Statement, will be borne by the Company.
The Company has retained D. F. King & Co., Inc. to aid in the solicitation of
proxies. For their services, D. F. King & Co., Inc. will receive a fee estimated
at $20,000 plus reimbursement of reasonable out-of-pocket expenses. The Company
does not otherwise expect to pay any compensation for the solicitation of
proxies, but will reimburse brokers and nominees for their reasonable expenses
for sending proxy material to principals and obtaining their proxies. In
addition to solicitation by mail, directors, officers and employees of the
Company may solicit proxies personally or by telephone or other means of
communication.
23
<PAGE> 29
SUBMISSION OF STOCKHOLDER PROPOSALS FOR
THE 1997 ANNUAL MEETING
Pursuant to SEC regulations, in order to be included in the Company's Proxy
Statement for the 1997 Annual Meeting, Stockholder proposals must be received at
the principal office of the Company, 3600 N.W. 82nd Avenue, Miami, Florida,
33166, Attention: Secretary, no later than November 21, 1996, as well as meet
all other SEC requirements. In addition, the Company's By-Laws provide that any
Stockholder who desires either to bring a Stockholder proposal before an annual
meeting or to present a nomination for director at an annual meeting must give
advance notice to the Company regarding the proposal or nominee. The By-Laws
require that written notice be delivered to the Secretary of the Company not
less than 60 days prior to the date of the annual meeting at which the proposal
or nomination is to be presented and contain certain information regarding the
Stockholder desiring to present a proposal or make a nomination, as the case may
be. A copy of the By-Laws is available upon request from the Secretary of the
Company.
RYDER SYSTEM, INC.
/s/ H. Judith Chozianin
H. Judith Chozianin
Secretary
March 21, 1996
Miami, Florida
24
<PAGE> 30
Ryder System, Inc.
3600 NW 82nd Avenue
Miami, Florida 33166
<PAGE> 31
APPENDIX A
DETACH HERE
RYDER SYSTEM, INC.
ANNUAL MEETING - MAY 3, 1996
P PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
R
O The undersigned hereby constitutes and appoints M. Anthony Burns,
X James M. Herron and Edwin A. Huston, and each of them, as true and lawful
Y agents and proxies with full power of substitution in each, to represent
the undersigned and to vote, as designated below, all the shares of common
stock of RYDER SYSTEM, INC., held of record by the undersigned on March 7,
1996, at the Annual Meeting of Stockholders to be held at the Miami Airport
Hilton and Towers, 5101 Blue Lagoon Drive, Miami, Florida, on Friday, May
3, 1996, and at any adjournments thereof, on all matters to come before
the meeting.
Election of Directors. NOMINEES: COMMENTS: (change of address)
Joseph L. Dionne, David T. Kearns, _________________________________
Lynn M. Martin and Mark H. Willes _________________________________
for a term of office expiring at _________________________________
the 1999 Annual Meeting. (If you have written in the above
space, please mark the
corresponding box on the reverse
of this card.)
You are encouraged to specify your choices by marking the appropriate
boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote
in accordance with the Board of Directors' recommendations. However, please
sign the card in any event since the Proxy Committee cannot vote your shares
unless you sign and return this card.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE> 32
[RYDER LOGO]
Dear Stockholder:
Our company performed well in 1995. Despite a number of challenges, our
contractual businesses continued to grow, earnings before accounting change
exceeded 1994's record earnings, and 1995 revenue was more than 10% higher than
revenue in 1994.
We are headed in the right direction. Our strategic focus has sharpened. Our
capital expenditures will be significantly lower in 1996, and they will stay at
a lower level in the foreseeable future; we are allocating them more prudently,
concentrating on the businesses with the greatest opportunities for return;
and we are working to improve our profit margins.
Your proxy card is attached below. Please read the enclosed Proxy Statement.
Then, vote and return the card at your earliest convenience.
Sincerely,
/s/ M. Anthony Burns
M. Anthony Burns
Chairman, President and
Chief Executive Officer
<TABLE>
<S> <C> <C>
DETACH HERE
[X] Please mark
votes as in
this example.
This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy
will be voted FOR election of directors and FOR proposal 2 and AGAINST proposal 3.
- --------------------------------------------------------------------------------------- -------------------------------------------
Directors recommend a vote "FOR" Directors recommend a vote "AGAINST"
- --------------------------------------------------------------------------------------- -------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification of KPMG [ ] [ ] [ ] 3. Stockholder Proposal [ ] [ ] [ ]
Directors, Peat Marwick LLP as relating to Annual
(see reverse) auditors. Election of all
directors.
For except vote withheld from the following nominees
____________________________________________________
- --------------------------------------------------------------------------------------- -------------------------------------------
Change of [ ]
Address/
Comments On
Reverse Side.
In their discretion said proxies may vote for a new nominee of
management, if any nominee has become unavailable, and any
other matters properly coming before the meeting, all as set
forth in the Notice of Annual Meeting and Proxy Statement.
Please sign exactly as name appears hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as
such.
Signature: _____________________________ Date: __________________ Signature: _____________________________ Date: ___________________
</TABLE>
