RYDER SYSTEM INC, S-8, 1997-05-07

RYDER SYSTEM INC
S-8, 1997-05-07
AUTO RENTAL & LEASING (NO DRIVERS)

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As filed with the Securities and Exchange Commission on May 7, 1997

Registration No.________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
----------

RYDER SYSTEM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

FLORIDA 59-0739250
----------------------- ------------------------------------
( State of incorporation) (I.R.S. Employer Identification No.)

3600 N.W. 82ND AVE., MIAMI, FLORIDA 33166
-----------------------------------------
(Address of principal executive offices)
----------

RYDER SYSTEM, INC. BOARD OF DIRECTORS STOCK AWARD PLAN
(Full title of the plan)

JAMES M. HERRON
Ryder System, Inc.
3600 N.W. 82ND AVENUE, MIAMI, FLORIDA 33166
(305) 500-3283
---------------------------------------------------------
(Name, address and telephone number of agent for service)

Approximate date of commencement of sale under the Plan:
From time to time after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
=====================================================================================================
<S> <C> <C> <C> <C>
Ryder System, Inc.
Common Stock
($.50 par value) 200,000 shares $32.56(1) $6,512,000(1) $1,973

Preferred Share
Purchase Rights 200,000 rights (2) -- -- -- (3)
=====================================================================================================

<FN>
- ----------
(1) Computed pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
This amount is based on the average of the high and low prices of such Common
Stock on May 5, 1997 on the consolidated reporting system.
(2) The preferred share purchase rights (the "Rights") of Ryder System, Inc.
(the "Company") are attached to and trade with the Common Stock of the Company.
Any value attributable to the Rights is reflected in the market price of the
Common Stock. Such additional securities are also being registered hereby as may
become issuable under the Plan as a result of applicable anti-dilution
provisions.
(3) Since no separate consideration is paid for the Rights, the registration fee
for such securities is included in the registration fee for the Company's Common
Stock.
</FN>
</TABLE>

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996.

(b) All other reports filed by the Company or the Ryder System, Inc.
Board of Directors Stock Award Plan (the "Plan") pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
fiscal year covered by the annual report referred to in (a) above.

(c) The description of the Company's common stock, par value $.50,
contained in its Registration Statement on Form S-3, No. 33-33600 filed on
February 27, 1990, as amended, with the Commission.

(d) The description of the Company's preferred share purchase rights
contained in its Registration Statement on Form 8-A filed on April 3, 1996 with
the Commission.

All documents subsequently filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

Item 4. DESCRIPTION OF SECURITIES

Not applicable.

Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the shares of common stock and the preferred share
purchase rights in connection therewith which may be purchased under the Plan
has been passed upon for the Company by Yasmine B. Zyne, Assistant General
Counsel of the Company. Ms. Zyne owns beneficially 2,225

-2-

<PAGE>

shares of common stock of the Company and directly owns options to purchase
20,275 shares of common stock.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Official Florida Statutes, as amended, Chapter 607, Section 607.0850
authorizes the indemnification of officers, directors, employees and agents
under certain circumstances.

Article IV of the Company's Restated Articles of Incorporation provides
that the Company has the power to indemnify its directors, officers, and other
employees to the fullest extent permitted by law. Article XII of the Company's
By-Laws further provides that the Company shall indemnify to the fullest extent
permitted by current or future legislation or current or future judicial or
administrative decisions (to the extent such future legislation or decisions
permit the Company to provide broader indemnification rights than permitted
prior to such legislation or decisions), each person who is a party or witness
to any proceeding (whether civil, criminal, administrative or investigative)
against any liability (including any judgment, settlement, penalty or fine) or
cost, charge or expense (including reasonable expenses incurred in defending
such actions) by reason of the fact that such indemnified person is or was a
director, officer or employee of the Company, or is or was an agent as to whom
the Company has agreed to grant such indemnification, or is or was serving at
the request of the Company as a director, officer or employee of another
corporation, trust or enterprise.

The company maintains directors and officers liability insurance
coverage which extends to wrongful acts such as breach of duty and negligence,
but does not extend to acts proven to be dishonest. Currently, the coverage is
subject to a deductible amount of $750,000 with policy limits of $40,000,000.
The Company pays the premium for this coverage.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS.

See Exhibit Index.

Item 9. UNDERTAKINGS.

(a) The undersigned Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof)

-3-

<PAGE>

which, individually or in the aggregate, represents a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

-4-

<PAGE>

SIGNATURES

THE COMPANY. Pursuant to the requirements of the Securities Act of
1933, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Miami, State of Florida, on the 7th day of May,
1997.

RYDER SYSTEM, INC.
(Company)

By: /s/ M. ANTHONY BURNS
------------------------
M. Anthony Burns
Chairman of the Board,
President and
Chief Executive Officer

--------------------

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

NAME TITLE DATE
---- ----- ----

/s/ M ANTHONY BURNS Chairman of the Board,
- ---------------------- President and
M. Anthony Burns Chief Executive Officer
(Principal Executive Officer) May 7, 1997

/s/ EDWIN A. HUSTON Senior Executive Vice
- ---------------------- President - Finance and
Edwin A. Huston Chief Financial Officer
(Principal Financial Officer) May 7, 1997

/s/ GEORGE P. SCANLON Vice President and
- ---------------------- Controller (Principal
George P. Scanlon Accounting Officer) May 7, 1997

-5-

<PAGE>

/s/ JOSEPH L. DIONNE Director May 7, 1997
- ------------------------
Joseph L. Dionne*

/s/ EDWARD T. FOOTE II Director May 7, 1997
- ------------------------
Edward T. Foote II*

/s/ JOHN A. GEORGES Director May 7, 1997
- ------------------------
John A. Georges*

/s/ VERNON E. JORDAN, JR. Director May 7, 1997
- -------------------------
Vernon E. Jordan, Jr.*

/s/ DAVID T. KEARNS Director May 7, 1997
- -------------------------
David T. Kearns*

/s/ LYNN M. MARTIN Director May 7, 1997
- -------------------------
Lynn M. Martin*

/s/ PAUL J. RIZZO Director May 7, 1997
- -------------------------
Paul J. Rizzo*

/s/ ALVA O. WAY Director May 7, 1997
- -------------------------
Alva O. Way*

/s/ MARK H. WILLES Director May 7, 1997
- -------------------------
Mark H. Willes*

/s/ YASMINE B. ZYNE
- ------------------------
*By: Yasmine B. Zyne
Attorney-in-Fact

-6-

<PAGE>

EXHIBIT INDEX

EXHIBIT REGISTRATION
TABLE STATEMENT
NUMBER EXHIBIT PAGE
- ------ ------ -----------

(4) Instruments defining the rights of security
olders, including indentures:

(a) By-Laws of the Company, as amended through
November 23, 1993, previously filed with the
Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1993, are incorporated by reference *
herein.

(b) Restated Articles of Incorporation of the Company,
dated November 8, 1985, as amended through May 18,
1990, previously filed with the Commission as an
exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990, are incorporated
by reference herein. *

(c) Rights Agreement between the Company and Boston
Equiserve, L.P., dated as of March 8, 1996, previously
filed with the Commission as an exhibit to the Company's
Registration Statement on Form 8-A dated April 3, 1996,
is incorporated by reference herein. *

- --------------------
* Incorporated by reference as indicated herein.

-7-
<PAGE>

EXHIBIT INDEX
(continued)

EXHIBIT REGISTRATION
TABLE STATEMENT
NUMBER EXHIBIT PAGE
- ------ ------- ------------

(5) Opinions re legality:

(a) Opinion of Yasmine B. Zyne, Esq., Assistant
General Counsel of the Company. 10

(23) Consents of experts and counsel:

(a) Consent of KPMG Peat Marwick LLP,
Independent Certified Public Accountants. 12

(b) Consent of Counsel for the Company is
included in Exhibit (5)(a).

- --------------------
* Incorporated by reference as indicated herein.

-8-

<PAGE>

EXHIBIT INDEX
----------------
(continued)

EXHIBIT REGISTRATION
TABLE STATEMENT
NUMBER EXHIBIT PAGE
- ------ ------- ------------

(24) Powers of Attorney:

(a) Joseph L. Dionne 13
(b) Edward T. Foote II 14
(c) John A. Georges 15
(d) Vernon E. Jordan, Jr. 16
(e) David T. Kearns 17
(f) Lynn M. Martin 18
(g) Paul J. Rizzo 19
(h) Alva O. Way 20
(i) Mark H. Willes 21

(28) Information from reports furnished to state
insurance regulatory authorities:
None

(99) Additional exhibits:
None

-9-

EXHIBIT 5A

May 7, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: OPINION OF COUNSEL FOR REGISTRATION STATEMENT ON FORM S-8 OF RYDER
SYSTEM, INC.

Gentlemen:

I have acted as counsel for Ryder System, Inc. (the "Company") in connection
with its registration under the Securities Act of 1933, as amended, through the
filing of a Registration Statement on Form S-8, of 200,000 shares of the
Company's common stock, $.50 par value ("Common Stock"), to be offered for
purchase by non-employee directors under the Company's Board of Directors Stock
Award Plan (the "Plan") and in connection with the issuance by the Company of
the preferred share purchase rights attached to such shares (the "Rights"). In
the course thereof, I have examined such records of the Company, certificates of
officers of the Company, and other documents as I have deemed relevant and
necessary as a basis for the opinions set forth below.

In giving the opinions expressed below, I do not purport to be an expert in the
laws of any jurisdiction other than the State of Florida and the United States.

Based upon the foregoing, and relying upon statements of fact contained in the
documents referred to, I am of the opinion that:

1. All necessary corporate action with respect to the authorization of the
shares of Common Stock and the Rights under the Plan has been taken by the
Company; and

2. Such shares of Common Stock, when issued or transferred from treasury
shares upon exercise of options or awards under the Plan, and the Rights issued
in connection with such shares, will be legally issued, fully paid, and
non-assessable.

<PAGE>

Securities and Exchange Commission
May 7, 1997
Page 2

I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8 filed in connection with the registration of
the aforementioned 200,000 shares and to the use of my name therein.

Yours sincerely,

/s/ YASMINE B. ZYNE
------------------
Yasmine B. Zyne

EXHIBIT 23A

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ryder System, Inc.:

We consent to the use of our report dated February 4, 1997, which report is
incorporated by reference in the Annual Report on Form 10-K of Ryder System,
Inc. for the year ended December 31, 1996, which Form 10-K is incorporated by
reference into this Registration Statement on Form S-8, for the Ryder System,
Inc. Board of Directors Stock Award Plan. Our report refers to a change in the
method of accounting for charitable contributions in 1995.

/s/KPMG PEAT MARWICK LLP

Miami Florida
May 6, 1997

EXHIBIT 24A

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B.
Zyne, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8
Registration Statement and/or the Post-Effective Amendments to the Form S-8
Registration Statement for the Ryder System, Inc. Board of Directors Stock Award
Plan and any and all amendments thereto and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and with the New York Stock Exchange, Chicago Stock
Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as they might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue thereof.

/s/ JOSEPH L. DIONNE
----------------------------
Joseph L. Dionne

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Joseph L. Dionne, to me known and known to me to
be the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24B
POWER OF ATTORNEY

/s/ EDWARD T. FOOTE II
----------------------------
Edward T. Foote II

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Edward T. Foote II, to me known and known to me to
be the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
---------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24C

POWER OF ATTORNEY

/s/ JOHN A. GEORGES
----------------------------
John A. Georges

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared John A. Georges, to me known and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24D

POWER OF ATTORNEY

/s/ VERNON E. JORDAN, JR.
----------------------------
Vernon E. Jordan, Jr.

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Vernon E. Jordan, Jr., to me known and known to me
to be the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24E

POWER OF ATTORNEY

/s/ DAVID T. KEARNS
----------------------------
David T. Kearns

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared David T. Kearns, to me known and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

/s/ LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24F

POWER OF ATTORNEY

/s/ LYNN M. MARTIN
----------------------------
Lynn M. Martin

STATE OF FLORIDA )
)ss:
COUNTY OF DADE )

Before me personally appeared Lynn M. Martin, to me known and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24G

POWER OF ATTORNEY

/s/ PAUL J. RIZZO
----------------------------
Paul J. Rizzo

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Paul J. Rizzo, to me known and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PAOLMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24H
POWER OF ATTORNEY

/s/ ALVA O. WAY
----------------------------
Alva O. Way

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Alva O. Way, to me known and known to me to be the
person described in and who executed the foregoing instrument, and acknowledged
to and before me that he executed said instrument for the purposes therein
expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)

EXHIBIT 24I

POWER OF ATTORNEY

/s/ MARK H. WILLES
----------------------------
Mark H. Willes

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Mark H. Willes, to me known and known to me to be
the person described in and who executed the foregoing instrument, and
acknowledged to and before me that he executed said instrument for the purposes
therein expressed.

WITNESS my hand and official seal this 21st day of February, 1997.

LOURDES PALOMARES
----------------------------
Notary Public
My Commission Expires:

(Seal)