RYDER SYSTEM INC, S-8, 1997-01-10

RYDER SYSTEM INC
S-8, 1997-01-10
AUTO RENTAL & LEASING (NO DRIVERS)

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As filed with the Securities and Exchange Commission on January 10, 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. DEFERRED COMPENSATION PLAN
(Full title of the plan)

JAMES M. HERRON, Esq.

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
================================================================================
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 (2)

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

Interests in the Ryder System,
Inc.
Deferred Compensation Plan (1) (1) (1) $0

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

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement covers an indeterminable amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(2) Pursuant to Section 6(b) of the Securities Act of 1933, no registration fee
is required.

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Ryder System, Inc. (the "Registrant")
with the Securities and Exchange Commission (the "Commission") are incorporated
in this Registration Statement by reference:

(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995.

(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (a) above.

(c) (1) The description of the Registrant'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.

(c) (2) The description of the Registrant'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 Registrant 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 interests in the Ryder System, Inc. Deferred
Compensation Plan to be offered have been passed upon for the Registrant by
James M. Herron, General Counsel of the

2
<PAGE>

Registrant. Mr. Herron owns beneficially 11,519 shares of common stock of the
Registrant and directly owns options to purchase 226,977 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 Registrant's Restated Articles of Incorporation
provides that the Registrant has the power to indemnify its directors, officers,
and other employees to the fullest extent permitted by law. Article XII of the
Registrant's By-Laws further provides that the Registrant 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 Registrant 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 Registrant, or is or was
an agent as to whom the Registrant has agreed to grant such indemnification, or
is or was serving at the request of the Registrant as a director, officer or
employee of another corporation, trust or enterprise.

Since November 6, 1964, there has been in effect a directors and
officers liability insurance policy which, commencing November 6, 1986, has been
with the Federal Insurance Company. The coverage extends to wrongful acts such
as breach of duty and negligence, but does not extend to acts proven to be
dishonest. Currently, the coverage is subject to a deductible amount of $750,000
with a policy limit of $25,000,000. The Registrant pays the premiums for this
policy.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

Item 8. EXHIBITS

See Exhibit Index.

Item 9. UNDERTAKING

(a) The undersigned Registrant hereby undertakes:

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

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

3
<PAGE>

(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) which, individually or in the aggregate,
represent 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 Registrant 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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 Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

4
<PAGE>
SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-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 10th day of
January, 1997.

RYDER SYSTEM, INC.
(Registrant)

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

M. ANTHONY BURNS Chairman of the Board,
- ----------------------- President and
M. Anthony Burns Chief Executive Officer
(Principal Executive Officer) January 10, 1997

EDWIN A. HUSTON Senior Executive Vice
- ----------------------- President - Finance and
Edwin A. Huston Chief Financial Officer
(Principal Financial Officer) January 10, 1997

GEORGE P. SCANLON Vice President and
- ----------------------- Controller (Principal
George P. Scanlon Accounting Officer) January 10, 1997

5
<PAGE>

ARTHUR H. BERNSTEIN Director January 10, 1997
- -----------------------
Arthur H. Bernstein*

JOSEPH L. DIONNE Director January 10, 1997
- -----------------------
Joseph L. Dionne*

EDWARD T. FOOTE II Director January 10, 1997
- -----------------------
Edward T. Foote II*

Director January 10, 1997
- -----------------------
John A. Georges

Director January 10, 1997
- -----------------------
Vernon E. Jordan, Jr.

Director January 10, 1997
- -----------------------
David T. Kearns

Director January 10, 1997
- -----------------------
Lynn M. Martin

PAUL J. RIZZO Director January 10, 1997
- -----------------------
Paul J. Rizzo*

ALVA O. WAY Director January 10, 1997
- -----------------------
Alva O. Way*

MARK H. WILLES Director January 10, 1997
- -----------------------
Mark H. Willes*

EDWARD R. HENDERSON
- -------------------------
*By: Edward R. Henderson
Attorney-in-Fact
6
<PAGE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Retirement Committee, Administrator of the Ryder System, Inc. Deferred
Compensation Plan, 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 10th day of January, 1997.

RYDER SYSTEM, INC. DEFERRED
COMPENSATION PLAN

By: /s/THOMAS E. MCKINNON
---------------------------
Thomas E. McKinnon
On behalf of the Retirement Committee,
Administrator of the Deferred Compensation Plan

7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------

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

<S> <C> <C>
(4) Instruments defining the rights of security holders,
including indentures:

(a) By-Laws of the Registrant, as amended through
November 23, 1993, previously filed with the
Commission as an exhibit to the Registrant'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 Registrant,
dated November 8, 1985, as amended through May 18,
1990, previously filed with the Commission as an
exhibit to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1990, are
incorporated by reference
herein. *

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

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

8
<PAGE>
EXHIBIT INDEX
(continued)

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

(5) Opinions re legality:

(a) Opinion of James M. Herron, Esq., General Counsel
of the Registrant. 11

(15) Letter re unaudited interim financial information:

(a) Letter from KPMG Peat Marwick LLP concerning
unaudited interim financial information. 13

(23) Consents of experts and counsel:

(a) Consent of KPMG Peat Marwick LLP,
Independent Certified Public Accountants. 14

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

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

9
<PAGE>

EXHIBIT INDEX
(continued)

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

(24) Powers of Attorney:

(a) Arthur H. Bernstein 15
(b) Joseph L. Dionne 16
(c) Edward T. Foote II 17
(d) Paul J. Rizzo 18
(e) Alva O. Way 19
(f) Mark H. Willes 20

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

(99) Additional exhibits:
None
</TABLE>

January 10, 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 on Form S-8 (the "Registration Statement") of
participation interests (the "Interests") in the Ryder System, Inc. Deferred
Compensation Plan (the "Plan"). 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
Interests under the Plan has been taken by the Company.

2. Any Interests issued in connection with the Plan will be validly issued,
fully paid, and non-assessable when the Registration Statement and any
amendments thereto shall have become effective.

3. Because the Plan is unfunded and is maintained primarily for the purpose of
providing deferred compensation for a select group of highly compensated
employees, the Plan is not qualified under Section 401 of the Internal Revenue
Code of 1986, as amended, and the Plan is exempt from the participation,
vesting, funding, and fiduciary responsibility requirements of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Further,
benefits under the Plan are not guaranteed under Title IV of ERISA.

<PAGE>
Securities and Exchange Commission
January 10, 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 and to the use of my name therein.

Yours sincerely,

/s/JAMES M. HERRON

James M. Herron
General Counsel

The Board of Directors
Ryder System, Inc.

Ladies and Gentlemen:

RE: REGISTRATION STATEMENT ON FORM S-8 REGARDING RYDER SYSTEM, INC. DEFERRED
COMPENSATION PLAN DATED JANUARY 10, 1997

With respect to the subject registration statement, we acknowledge our awareness
of the incorporation therein by reference of our reports dated April 18, 1996,
July 22, 1996, and November 14, 1996 related to our reviews of interim financial
information.

Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not
considered part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.

Very truly yours,

/s/ KPMG PEAT MARWICK LLP

Miami, Florida
January 10, 1997

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Ryder System, Inc.:

We consent to the use of our report dated March 8, 1996, which report is
incorporated by reference in the Annual Report on Form 10-K of Ryder System,
Inc. for the year ended December 31, 1995, which Form 10-K is incorporated by
reference into this Registration Statement on Form S-8, for the Ryder System,
Inc. Deferred Compensation Plan. Our report refers to a change in the method of
accounting for charitable contributions in 1995 and the method of accounting for
income taxes and for postretirement benefits other than pensions in 1993.

/s/ KPMG PEAT MARWICK LLP

Miami, Florida
January 10, 1997

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. Deferred Compensation 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.

ARTHUR H. BERNSTEIN
---------------------------------
Arthur H. Bernstein

STATE OF FLORIDA )
) ss:
COUNTY OF DADE )

Before me personally appeared Arthur H. Bernstein, 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 19th day of December, 1996.

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

(Seal)

POWER OF ATTORNEY

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 19th day of December, 1996.

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

(Seal)

POWER OF ATTORNEY

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 19th day of December, 1996.

LOURDES PALOMARES
--------------------------------
Notary Public
My Commission Expires:
(Seal)

POWER OF ATTORNEY

PAUL L. 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 19th day of December, 1996.

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

(Seal)

POWER OF ATTORNEY

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 19th day of December, 1996.

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

(Seal)

POWER OF ATTORNEY

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 19th day of December, 1996.

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

(Seal)