<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RYDER SYSTEM, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<TABLE>
<S> <C> <C>
3600 NW 82ND AVENUE
MIAMI, FLORIDA 33166
FLORIDA 305/500-3726 59-0739250
(State of incorporation) (Address, including zip code, and (I.R.S. Employer
telephone number, including area code, of Identification Number)
registrant's principal executive offices)
</TABLE>
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SERGE G. MARTIN, ESQ.
RYDER SYSTEM, INC.
LAW DEPARTMENT, 5C EAST
3600 NW 82ND AVENUE
MIAMI, FLORIDA 33166
(305) 500-3520
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
WILLIAM P. ROGERS, JR., ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1270
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE
TITLE OF EACH CLASS TO BE OFFERING PRICE OFFERING AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1)(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities................................ $800,000,000 100% $800,000,000 $236,000
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</TABLE>
(1) Estimated solely for the purpose of determining the amount of the
registration fee.
(2) Plus an additional amount of Debt Securities issued with Original Issue
Discount such that the aggregate public offering price of all Debt
Securities will not exceed $800,000,000 (the initial public offering price
of any Debt Securities denominated in any foreign currency or currency unit
shall be the U.S. dollar equivalent thereof).
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
$800,000,000
RYDER SYSTEM, INC.
DEBT SECURITIES
Ryder System, Inc. (the "Company") from time to time may offer its debt
securities (the "Debt Securities"), in one or more Series, of up to $800,000,000
in aggregate principal amount (or net proceeds in the case of securities issued
at an original issue discount), including the equivalent thereof in other
currencies, or composite currency units such as the European Currency Unit, in
amounts, at prices and on terms to be determined at the time of offering. See
"Plan of Distribution."
The Debt Securities, when issued, will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
When a particular Series of Debt Securities is offered (the "Offered Debt
Securities"), a supplement to this Prospectus will be delivered (the "Prospectus
Supplement") together with this Prospectus setting forth the terms of such
Offered Debt Securities, including the specific designation, aggregate principal
amount, denominations, maturity, interest rate (or method for its calculation)
and payment dates, if any, any redemption or repayment terms, the initial public
offering price, whether such Offered Debt Securities will be issued, in whole or
in part, in registered, bearer or global form (or any two or three of such
forms), the names of, and the principal amounts to be purchased by or through
underwriters, dealers or agents, if any, and the compensation of such persons,
any listing of the Offered Debt Securities on a securities exchange and other
terms in connection with the offering and sale of such Offered Debt Securities.
The Company may sell the Debt Securities to or through underwriters and also may
sell the Debt Securities directly to other purchasers or through agents or
dealers. See "Plan of Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by a Prospectus Supplement.
The Date of this Prospectus is September 8, 1998.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT OTHER THAN THOSE CONTAINED IN, OR
INCORPORATED BY REFERENCE IN, THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT DO NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE DEBT SECURITIES IN ANY JURISDICTION
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AT
ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THEIR RESPECTIVE DATES.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected, and copies may be obtained at
the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates, as well as at the following
Regional Offices of the Commission: Citicorp Center, 500 Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Such material may also be accessed electronically by means
of the Commission's home page on the Internet at http://www.sec.gov. Reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, where the Company's common stock is listed and at the
offices of the following other stock exchanges where the Company's common stock
is listed: the Chicago Stock Exchange, Inc., One Financial Place, 440 South
LaSalle Street, Chicago, Illinois 60605, and the Pacific Stock Exchange, Inc.,
233 South Beaudry Avenue, Los Angeles, California 90012 and 301 Pine Street, San
Francisco, California 94104.
The Prospectus constitutes a part of a Registration Statement filed by the
Company with the Commission under the Securities Act of 1933, as amended (the
"Securities Act of 1933"). This Prospectus omits certain of the information
contained in the Registration Statement in accordance with the rules and
regulations of the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to the
Company and the Securities. Statements contained herein concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
Certain statements and information contained or incorporated by reference
herein constitute "forward-looking statements" within the meaning of the Federal
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. Any such statements and
information should be considered in the light of such risks, uncertainties and
other factors.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, and Quarterly Reports for the periods ended March 31, 1998 and June
30, 1998, which have been filed by the Company with the Commission pursuant to
the Exchange Act, is incorporated by reference in this Prospectus and shall be
deemed to be a part hereof.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made by this Prospectus
and any accompanying Prospectus Supplement shall be deemed to be incorporated
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<PAGE> 4
herein by reference and shall be deemed to be a part hereof from the date of
filing of such documents (such documents, and the documents enumerated above,
being herein referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of the Registration Statement or this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed Incorporated Documents or in an accompanying Prospectus
Supplement modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all Incorporated Documents, other than
exhibits to such Incorporated Documents unless such exhibits are specifically
incorporated by reference into the Incorporated Documents. Requests should be
directed to Public Relations Department 4C, Ryder System, Inc., 3600 N.W. 82nd
Avenue, Miami, Florida 33166 (Telephone: 305/500-3187).
RYDER SYSTEM, INC.
The Company was incorporated in Florida in 1955. Through its subsidiaries,
the Company engages primarily in the logistics and transportation business with
focus on: 1) integrated logistics, including dedicated contract carriage, the
management of carriers, and inventory deployment; 2) transportation services,
including full service leasing, maintenance and short-term rental of trucks,
tractors and trailers; and 3) public transit management and operations, fleet
management and maintenance services, and student transportation services.
The principal executive offices of the Company are located at 3600 N.W.
82nd Avenue, Miami, Florida 33166. Its telephone number is 305/500-3187.
USE OF PROCEEDS
Unless otherwise specified in the Prospectus Supplement, the net proceeds
available to the Company from the sale of the Offered Debt Securities may be
used for general corporate purposes, which might include the repayment of
indebtedness, working capital, capital expenditures, acquisitions and the
repurchase of shares of the Company's equity securities. Pending use for these
purposes, the Company may invest proceeds from the sale of the Offered Debt
Securities in short-term marketable securities. The precise amount and timing of
sales of any Debt Securities will be dependent on market conditions and the
availability and cost of other funds to the Company.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the Company and its subsidiaries, whether or not consolidated, for the six-month
periods ended June 30, 1998 and 1997, and for each of the years in the five-year
period ended December 31, 1997. For purposes of computing the ratio of earnings
to fixed charges, fixed charges consist of interest expense plus interest
capitalized and that portion (one third) of rental expense considered to be
interest. Earnings are computed by adding fixed charges, except interest
capitalized, to earnings from continuing operations before income taxes. Prior
period ratios have been restated to exclude discontinued operations.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30, YEARS ENDED DECEMBER 31,
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1998 1997 1997 1996 1995 1994 1993
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<S> <C> <C> <C> <C> <C> <C>
1.95 1.92 1.97 0.98(1) 1.79 2.04 2.00
</TABLE>
(1) The ratio of earnings to fixed charges for the year ended December 31, 1996,
was unfavorably impacted by restructuring and other charges totaling $228
million before taxes, related primarily to staff and facility reductions, a
writedown of assets and other costs associated with restructuring
initiatives. Further discussion of these charges is included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
Without such charges, the ratio of earnings to fixed charges for the year
ended December 31, 1996 would have been 1.74.
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DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain general
terms and provisions of the Debt Securities to which a Prospectus Supplement may
relate. The particular terms of the Offered Debt Securities and the extent, if
any, to which such general provisions do not apply to the Offered Debt
Securities will be described in the Prospectus Supplement relating to such
Offered Debt Securities.
The Offered Debt Securities may be issued from time to time under an
Indenture dated as of May 1, 1987 and supplemented as of November 15, 1990 and
June 24, 1992 (as supplemented, the "Indenture"), between the Company and The
Chase Manhattan Bank (National Association), as Trustee (the "Trustee"). The
following are brief summaries of certain provisions of the Indenture and are
subject to the detailed provisions of such Indenture, to which reference is
hereby made for a complete statement of such provisions. References appearing
below are to the Indenture and, wherever particular provisions are referred to,
such provisions are incorporated by reference as a part of the statement made,
and the statement is qualified in its entirety by such reference. Whenever a
capitalized term is referred to and not herein defined, the definition thereof
is contained in the Indenture.
GENERAL
The Debt Securities which may be offered under the Indenture are not
limited in amount and may be issued from time to time in one or more Series.
(Section 2.01.)
The Debt Securities may be issued in fully registered form without coupons
("Registered Securities") or in bearer form with or without coupons ("Bearer
Securities"). In addition, Debt Securities may be issued in the form of one or
more global securities (each a "Global Security"). Registered Securities which
are book-entry securities ("Book-Entry Securities") will be issued as registered
Global Securities. Bearer Securities may be issued in the form of temporary or
definitive Global Securities. Unless otherwise provided in the Prospectus
Supplement, the Debt Securities will be only Registered Securities.
Debt Securities of a single Series may be issued at various times with
different maturity dates and different principal repayment provisions, may bear
interest at different rates, may be issued at or above par or with an original
issue discount, and may otherwise vary, all as provided in the Indenture.
The Debt Securities will be unsecured and unsubordinated general
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
Reference is made to the Prospectus Supplement relating to the particular
Series of Offered Debt Securities for the following terms of such Debt
Securities: (a) the title of such Debt Securities; (b) any limit upon the
aggregate principal amount of such Debt Securities; (c) the initial public
offering price; (d) the currency or currency unit of payment; (e) the date or
date on which the principal of such Debt Securities is payable; (f) the rate or
rates at which such Debt Securities will bear interest or the method for
calculating such rate, if any, the date or dates from which such interest will
accrue, the dates on which such interest will be payable and the record date for
the interest payable on any interest payment date; (g) whether such Debt
Securities will be issued as Registered Securities or Bearer Securities or both;
(h) the place where the principal of and interest on such Debt Securities will
be payable; (i) the period or periods, if any, within which the price or prices
at which and the terms and conditions upon which such Debt Securities may be
redeemed by the Company; (j) the obligation, if any, of the Company to redeem or
purchase such Debt Securities pursuant to any sinking fund or at the option of a
Holder thereof, and the terms and conditions upon which such Debt Securities
shall be redeemed or purchased pursuant to such obligation; (k) any provisions
for the remarketing of the Debt Securities by and on behalf of the Company; (l)
if other than denominations of $1,000 and integral multiples thereof, the
denominations in which such Debt Securities shall be issuable; (m) if other than
the principal amount thereof, the portion of the principal amount of such Debt
Securities which shall be payable upon declaration of acceleration of the
maturity thereof; (n) whether the Offered Debt
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Securities are to be issued in whole or in part in the form of one or more
Global Securities and, if so, the identity of the depositary for such Global
Security or Securities; (o) whether and under what circumstances the Company
will pay additional amounts to any Holder of Offered Debt Securities who is not
a United States person in respect of any tax, assessment or other governmental
charge required to be withheld or deducted and, if so, whether the Company will
have the option to redeem rather than pay any additional amounts; (p) any
additions, deletions or modifications to the covenants, events of default or the
ability of the Company to discharge its obligations set forth in the Indenture,
that will be applicable with respectto the Offered Debt Securities; or (q) any
other terms not inconsistent with the Indenture. (Section 2.02). If any Debt
Securities of a particular Series are Bearer Securities, the Prospectus
Supplement will describe additional provisions relating to, and any applicable
restrictions on, such Bearer Securities, including certain tax consequences.
A Debt Security will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. Such signature will be
conclusive evidence that the Debt Security has been authenticated under the
Indenture. (Section 2.03.)
The Company will maintain an office or agency where registered Debt
Securities may be presented for registration of transfer or exchange
("Registrar") and an office or agency where the Debt Securities and coupons, if
any, may be presented for payment ("Paying Agent"). For a discussion of certain
restrictions on the registration, transfer and exchange of Global Securities,
see "Global Securities". If the Company fails to maintain a Registrar or Paying
Agent, the Trustee will act as such. (Sections 2.05 and 4.04.)
CERTAIN DEFINITIONS
A summary of the definitions of certain terms in the Indenture follows
(reference should be made to Article 1 of the Indenture for complete definitions
of the following and other terms):
"Additional Amounts" means any additional amounts which are required
by a Debt Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of
certain taxes, assessments or other governmental charges imposed on certain
Holders of Debt Securities.
"After-Acquired Indebtedness" means (a) pre-existing indebtedness
assumed by the Company or a Restricted Subsidiary as a result of the
acquisition of the assets or stock of an entity other than a Subsidiary of
the Company and (b) liens on property existing at the time of acquisition
of said property.
"Indebtedness" means indebtedness other than Subordinated Indebtedness
of the Company or its Restricted Subsidiaries for borrowed money or leasing
obligations as reflected on the Consolidated balance sheet of the Company
and its Restricted Subsidiaries, and indebtedness of other parties
guaranteed by the Company or its Restricted Subsidiaries.
"Leasing Indebtedness" means the capitalized indebtedness of any lease
obligations on personal property.
"Net Tangible Assets" means total assets as reflected on the
Consolidated balance sheet of the Company and its Restricted Subsidiaries,
after deduction for minority interests, less: (a) goodwill and other
intangibles, (b) amounts invested in, advanced to, or equity in
Unrestricted Subsidiaries and (c) unamortized debt discount.
"Original Issue Discount Debt Security" means a Debt Security which
provides that an amount less than the principal amount thereof shall become
due and payable upon acceleration of the maturity or redemption thereof, or
any Debt Security which for United States Federal income tax purposes would
be considered an original issue discount debt security.
"Restricted Subsidiary" means any Subsidiary other than an
Unrestricted Subsidiary.
"Secured Indebtedness" means Indebtedness, other than Intercompany
Indebtedness, secured by a lien on any property and any unsecured
Indebtedness of any Restricted Subsidiary other than a Foreign Financing
Subsidiary.
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"Unrestricted Subsidiary" means (a) any Subsidiary (other than a
Foreign Financing Subsidiary) substantially all of the property of which is
located or substantially all of the business of which is conducted outside
of the United States of America or its possessions, Canada or the United
Kingdom and (b) any other Subsidiary (including, if so designated, a
Foreign Financing Subsidiary) so designated by the Board of Directors or
the Chief Executive Officer of the Company.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Secured Indebtedness.
Unless otherwise provided in the Prospectus Supplement, the Company and its
Restricted Subsidiaries will not incur any Secured Indebtedness unless Debt
Securities then outstanding are equally and ratably secured, with the following
exceptions: (a) Secured Indebtedness existing at the date of the Indenture, (b)
Indebtedness of a corporation in existence at the time it becomes a Restricted
Subsidiary, (c) After-Acquired Indebtedness, (d) Intercompany Indebtedness
secured in favor of the Company or any Restricted Subsidiary, (e) Indebtedness
deemed Secured Indebtedness by virtue of certain liens or charges not yet due or
payable without penalty or which are being contested and for which reserves have
been set aside, (f) industrial revenue bond Indebtedness, (g) Real Property
Indebtedness, (h) Leasing Indebtedness not to exceed 10% of Consolidated Net
Tangible Assets and (i) additional Secured Indebtedness and Leasing Indebtedness
not to exceed a total of 15% of Consolidated Net Tangible Assets. (Section
4.06.)
Limitation on Consolidations and Mergers.
The Company shall not consolidate with or merge into, or transfer all or
substantially all of its assets to, another entity unless such entity is a
corporation that assumes all the obligations under the Debt Securities and the
Indenture and certain other conditions are met (whereupon all such obligations
of the Company shall terminate). (Section 5.01.)
EVENTS OF DEFAULT AND REMEDIES
Unless otherwise provided in the Prospectus Supplement, the Events of
Default with respect to the Debt Securities of any Series are: (a) default for
30 days in the payment of interest thereon, (b) default in the payment of
principal thereof, (c) default in performance of any other agreement of the
Company with respect thereto which continues for 90 days after written notice,
and (d) certain events of bankruptcy, insolvency or reorganization. (Section
6.01.) If an Event of Default is continuing with respect to the Debt Securities
of any Series, the Trustee or the Holders of 25% in principal amount of the Debt
Securities of that Series, by notice in writing to the Company and the Trustee,
may accelerate the principal of such Debt Securities, but the Holders of a
majority in principal amount of such Debt Securities may rescind such
acceleration if all existing Events of Default have been cured. (Section 6.02.)
Holders of Debt Securities may not enforce the Indenture except in the case
of the failure of the Trustee, for 60 days, to act after notice of an Event of
Default and a request to enforce the Indenture by the Holders of 25% in
principal amount of the Series of Debt Securities affected thereby and an offer
of indemnity satisfactory to the Trustee. (Section 6.06.) This provision will
not prevent any Holder of a Debt Security from enforcing payment of the
principal of and interest on such Debt Security at the respective due dates
thereof. (Section 6.07.) The Holders of a majority in principal amount of the
Debt Securities of any series may direct the manner of conducting any
proceedings for any remedy or trust power available to the Trustee. The Trustee,
however, may refuse to follow any direction that conflicts with law or the
Indenture, is unduly prejudicial to Holders of other Debt Securities or would
involve the Trustee in personal liability. (Section 6.05.)
Holders of a majority in principal amount of any Series of Debt Securities
may waive any Default with respect to that Series except a Default in payment of
the principal or interest. (Section 6.04.)
The Company will furnish an annual Officers' Certificate to the Trustee as
to knowledge of any Default under the Indenture. (Section 4.03.)
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SATISFACTION AND DISCHARGE
Unless otherwise provided in the Prospectus Supplement, the Company may
terminate certain of its obligations under the Indenture, including its
obligation to comply with the covenants described above with respect to the Debt
Securities of any Series which does not provide for the payment of any
Additional Amounts, on the terms and subject to the conditions contained in the
Indenture, by depositing in trust with the Trustee, money or U.S. Government
Obligations sufficient to pay principal and interest on such Debt Securities to
maturity. Such deposit and termination is conditioned upon the Company's
delivery of an opinion of independent tax counsel that the Holders of such Debt
Securities will have no Federal income tax consequences as a result of such
deposit and termination. Such termination will not relieve the Company of its
obligation to pay when due the principal of or interest on the Debt Securities
if the Debt Securities are not paid from the money or U.S. Government
Obligations held by the Trustee for the payment thereof. (Section 8.01.)
MODIFICATION AND WAIVER
The Company and the Trustee, with the consent of the Holders of 66 2/3% in
principal amount of the Debt Securities affected, may execute supplemental
indentures amending the Indenture or such Debt Securities, except that no such
amendment may, without the consent of the Holders of the affected Debt
Securities, among other things, change the maturity or reduce the principal
amount thereof, change the rate or the time of payment of interest thereon,
change any obligation of the Company to pay Additional Amounts relating to a
particular Debt Security or reduce the amount of principal of an Original Issue
Discount Debt Security that would be due and payable upon a declaration of
acceleration of the maturity thereof. (Sections 9.02 and 9.03.)
The Company and the Trustee may also, without the consent of any Holders of
Debt Securities, enter into supplemental indentures for the purposes, among
other things, of curing ambiguities and inconsistencies and making changes that
do not adversely affect the rights of any Holders of Debt Securities. (Section
9.01.)
PAYMENT AND PAYING AGENTS
Unless otherwise provided in the Prospectus Supplement, payment of
principal of, premium, if any, and interest, if any, on Registered Securities
will be made in U.S. dollars at the office of such Paying Agent or Paying Agents
as the Company may designate from time to time, except that at the option of the
Company payment of any interest may be made by check mailed to the address of
the person entitled thereto as such address shall appear in the security
register maintained by the Registrar. Unless otherwise provided in the
Prospectus Supplement, payment of any installment of interest on Registered
Securities will be made to the person in whose name such Registered Security is
registered at the close of business on the regular record date for such
interest. (Section 4.01.)
Unless otherwise provided in the Prospectus Supplement, payment of
principal of, premium, if any, and interest, if any, on Bearer Securities will
be payable in U.S. dollars, subject to any applicable laws and regulations, at
the offices of such Paying Agents outside the United States as the Company may
designate from time to time and payment of interest on Bearer Securities with
coupons appertaining thereto on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date. No
payment of interest on a Bearer Security will be made unless on the earlier of
the date of the first such payment by the Company or the delivery by the Company
of the Bearer Security in definitive form, a written certificate in the form
required by the Indenture is provided to the Trustee stating that on such date
the Bearer Security is not owned by a United States person or, if a beneficial
interest in such Bearer Security is owned by a United States person, that such
United States person (i) is a foreign branch of a United States financial
institution, (ii) acquired and holds the Bearer Security through the foreign
branch of a United States financial institution (and, in either case (i) or
(ii), such financial institution agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended (the "Code"), and the regulations thereunder) or (iii) is a financial
institution purchasing for resale during the restricted period (as defined under
"Global Securities -- Bearer Securities") only to non-United States persons
outside the United States. As used herein, "United States" means the United
States of America
7
<PAGE> 9
(including the states and the District of Columbia), its territories, its
possessions and any other areas subject to its jurisdiction. No payment with
respect to any Bearer Security will be made at any office or agency of the
Company in the United States or by check mailed to any address in the United
States or by transfer to an account maintained with a bank located in the United
States. Notwithstanding the foregoing, payments of principal of, premium, if
any, and interest, if any, on Bearer Securities denominated and payable in U.S.
dollars will be made at the office of the Company's Paying Agent in The City of
New York, if (but only if) payment of the full amount thereof at all offices or
agencies outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions. (Section 4.04.)
Unless otherwise provided in the Prospectus Supplement, the Corporate Trust
Office of the Trustee in The City of New York will be designated as the
Company's sole Paying Agent for payments with respect to Offered Debt Securities
that are issuable solely as Registered Securities and as the Company's Paying
Agent in The City of New York for payments with respect to Offered Debt
Securities (subject to the limitations described above in the case of Bearer
Securities) that are issuable solely as Bearer Securities or as both Registered
Securities and Bearer Securities. Any Paying Agents outside the United States
and any other Paying Agents in the United States initially designated by the
Company for the Offered Debt Securities will be named in the Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agent or approve a change in the office
through which any Paying Agent acts, except that, if Debt Securities of a Series
are issuable solely as Registered Securities, the Company will be required to
maintain a Paying Agent in each place of payment for such Series and, if Debt
Securities of a Series are issuable as Bearer Securities, the Company will be
required to maintain (i) a Paying Agent in The City of New York for payments
with respect to any Registered Securities of the Series (and for payments with
respect to Bearer Securities of the Series in the circumstances described above,
but not otherwise) and (ii) a Paying Agent in a place of payment located outside
the United States where Debt Securities of such Series and any coupons
appertaining thereto may be presented and surrendered for payment; provided,
that if the Debt Securities of such Series are listed on The International Stock
Exchange of the United Kingdom and the Republic of Ireland Limited or the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such stock exchange shall so require, the Company will maintain a
Paying Agent in London or Luxembourg or any other required city located outside
the United States, as the case may be, for the Debt Securities of such Series.
(Section 4.04.)
GLOBAL SECURITIES
The Debt Securities of a Series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on behalf
of, a depositary (a "Depositary") identified in the Prospectus Supplement
relating to such Series. Global Securities may be issued in either registered or
bearer form, and in either temporary or definitive form. Unless and until it is
exchanged in whole for Debt Securities in definitive form, a Global Security may
not be transferred except as a whole by the U.S. Depositary for such Global
Security to a nominee of such Depositary or by a nominee of such Depositary to
such Depositary or another nominee of such Depositary or by such Depositary or
any such nominee to a successor of such Depositary or a nominee of such
successor. (Section 2.16.)
The specific terms of any depositary arrangement with respect to the
Offered Debt Securities will be described in the Prospectus Supplement relating
thereto. Unless otherwise specified, the Company anticipates that the following
provision will apply to all depositary arrangements.
Unless otherwise specified in the Prospectus Supplement, Registered
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depositary will be represented by a Global Security registered
in the name of such Depositary or its nominee. (Section 2.16.) Upon the issuance
of a Global Security in registered form, the Depositary for such Global Security
will credit, on its book-entry registration and transfer system, the respective
principal amounts of the Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with such Depositary or its
nominee ("participants"). The accounts to be credited shall be designated by the
underwriters or selling agents for such Debt Securities, or by the Company if
such Debt Securities are offered and sold directly by the Company. Ownership of
beneficial interests in such Global Securities will be limited to participants
or persons that may
8
<PAGE> 10
hold interests through participants. Ownership of beneficial interests in such
Global Securities will be shown on, and the transfer of that ownership will be
effected only through, records maintained by the Depositary or its nominee for
such Global Security or by participants or persons that hold through
participants. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.
So long as the Depositary for a Global Security in registered form, or its
nominee, is the registered owner of such Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or Holder of
the Debt Securities represented by such Global Security for all purposes under
the Indenture governing such Debt Securities. Except as set forth below, owners
of beneficial interests in such Global Securities will not be entitled to have
Debt Securities of the Series represented by such Global Security registered in
their names, will not receive or be entitled to receive physical delivery of
Debt Securities of such Series in definitive form and will not be considered the
owners or Holders thereof under the Indenture.
Payment of principal of, premium, if any, and interest, if any, on Debt
Securities registered in the name of or held by a Depositary or its nominee will
be made to the Depositary or its nominee, as the case may be, as the registered
owner or the Holder of the Global Security representing such Debt Securities.
None of the Company, the Trustee, any Paying Agent or the Registrar for such
Debt Securities will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in a Global Security for such Debt Securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. (Section 2.15.)
The Company expects that the Depositary for Debt Securities of a Series,
upon receipt of any payment of principal of, premium, if any, or interest, if
any, on permanent Global Securities, will immediately credit participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Securities as shown on the
records of such Depositary. The Company also expects that payments by
participants to owners of beneficial interests in such Global Security held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If a Depositary for Registered Securities is at any time unwilling or
unable to continue as depositary and a successor depositary is not appointed by
the Company within 90 days, the Company will issue individual certificates for
the Registered Securities in definitive form in exchange for the Global Security
or Securities representing such Registered Securities. In addition, the Company
may at any time and in its sole discretion determine not to have any Registered
Securities represented by one or more Global Securities and, in such event, will
issue individual certificates for the Registered Securities in definitive form
in exchange for the Global Security or Securities representing such Registered
Securities. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of individual
certificates for the Registered Securities of the Series represented by such
Global Security equal in principal amount to such beneficial interest and to
have such individual certificates registered in the name of the owner of such
beneficial interest. (Section 2.16.)
Bearer Securities.
If so specified in the Prospectus Supplement, all or any portion of the
Debt Securities of a Series that are issuable as Bearer Securities initially
will be represented by one or more temporary Global Securities, without interest
coupons, to be deposited with a Common Depositary in London for Morgan Guaranty
Trust Company of New York, Brussels Office, as operator of the Euro-clear System
("Euro-clear") and Centrale de Livraison de Valeurs Mobilieres, S.A. ("CEDEL")
for credit to the respective accounts of the beneficial owners of such Debt
Securities (or to such other accounts as they may direct). On and after the
exchange date determined as provided in any such temporary Global Security and
described in the Prospectus Supplement, each such temporary Global Security will
be exchangeable for definitive Global Securities without interest coupons, as
specified in the Prospectus Supplement, upon written certification (as described
under "Payment and Paying
9
<PAGE> 11
Agents") of non-United States beneficial ownership. Thereafter, the beneficial
owner of a Debt Security represented by a definitive Global Security may at any
time upon 30 days notice to the Trustee given through Euro-clear or CEDEL,
exchange its interest for definitive Bearer Securities or Bearer Securities with
coupons, if any. No Bearer Security delivered in exchange for a portion of a
temporary Global Security shall be mailed or otherwise delivered to any location
in the United States in connection with such exchange. (Section 2.04.)
Unless otherwise provided in the Prospectus Supplement, interest in respect
of any portion of a temporary Global Security payable in respect of an Interest
Payment Date occurring prior to the issuance of definitive Debt Securities will
be paid to each of Euro-clear and CEDEL with respect to the portion of the
temporary Global Security held for its account upon delivery to the Trustee of a
certificate of non-United States beneficial ownership signed by Euro-clear or
CEDEL, as the case may be, in the form required by the Indenture and dated no
earlier than such Interest Payment Date. (Section 4.01.)
ABSENCE OF CERTAIN COVENANTS
The Company is not restricted by the Indenture from paying dividends or
from incurring, assuming or becoming liable for any type of debt or other
obligation or creating liens on its property, except as set forth under
"Limitation on Secured Indebtedness." The Indenture does not require the
maintenance of any financial ratios or specified levels of net worth or
liquidity. The Indenture contains no provisions which afford Holders of the Debt
Securities protection in the event of a highly leveraged transaction involving
the Company.
TITLE
Title to any Bearer Securities and any coupons appertaining thereto will
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of any Bearer Security and the bearer of any coupon
and the registered owner of any Registered Security (including Registered
Securities in global registered form) as the absolute owner thereof (whether or
not such Debt Security or coupon shall be overdue and notwithstanding any notice
to the contrary) for the purpose of making payment and for all other purposes.
REGARDING THE TRUSTEE
The Chase Manhattan Bank (National Association) is the Trustee under the
Indenture. The Chase Manhattan Bank (National Association) also acts as
depositary for funds of, makes loans to, acts as trustee and performs certain
other services for, the Company and certain of its subsidiaries and affiliates
in the normal course of its business. M. Anthony Burns, Chairman of the Board,
President, Chief Executive Officer and a director of the Company and David T.
Kearns, a director of the Company, presently also serve as directors of The
Chase Manhattan Corporation, the parent company of the Trustee.
NOTICES
Notices to Holders of registered Debt Securities will be mailed by first
class mail to the address on the register kept by the Registrar. Notices to
Holders of Bearer Securities will be given by publication at least twice in a
daily newspaper in London and, if any of the Bearer Securities are listed on any
stock exchange, in such other publication as might be required by such exchange.
(Section 10.02.)
PLAN OF DISTRIBUTION
GENERAL
The Company may sell the Debt Securities to or through underwriters and
also may sell the Debt Securities directly to other purchasers or through agents
or dealers. Only underwriters named in a Prospectus Supplement are deemed to be
underwriters in connection with the Debt Securities offered thereby.
10
<PAGE> 12
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed
from time to time, or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Each
Prospectus Supplement will describe the method of distribution of the Offered
Debt Securities. The Offered Debt Securities may include previously issued Debt
Securities which have been acquired and are being remarketed on behalf of the
Company.
In connection with the sale of the Debt Securities, such underwriters may
receive compensation from the Company or from purchasers of the Debt Securities
for whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters, dealers and agents that participate in the
distribution of the Debt Securities may be deemed to be underwriters and any
discounts or commissions received by them and any profit on the resale of the
Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Securities Act. Any such underwriter, dealer or agent will
be identified, and any such compensation will be described, in the Prospectus
Supplement. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
Under agreements which may be entered into by the Company, underwriters,
dealers and agents who participate in the distribution of the Debt Securities
may be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments which the underwriters, dealers or agents may be required to make in
respect thereof.
Unless otherwise specified in the Prospectus Supplement, each underwriter,
dealer and agent participating in the distribution of any Debt Securities which
are Bearer Securities will agree that it will not offer, sell or deliver,
directly or indirectly, Bearer Securities in the United States or to United
States persons (other than offices located outside the United States of certain
United States financial institutions) in connection with the original issuance
of the Debt Securities.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, the Company will authorize
dealers or other persons acting as the Company's agents to solicit offers by
certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will not
be subject to any conditions except that (a) the purchase of the Offered Debt
Securities shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (b) if the Offered Debt
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Offered Debt Securities not sold for delayed delivery. The
dealers and such other persons will not have any responsibility in respect of
the validity or performance of such contracts.
EXPERTS
The financial statements of Ryder System, Inc. as of December 31, 1997 and
1996, and for each of the years in the three-year period ended December 31,
1997, have been incorporated by reference herein in reliance upon the report of
KPMG Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on
financial statements of Ryder System, Inc. issued at future dates, and consents
to the use of their reports thereon, such financial statements also will be
incorporated by reference herein in reliance upon their report and said
authority.
LEGAL OPINIONS
Certain legal matters relating to the Debt Securities to be offered hereby
will be passed upon for the Company by Serge G. Martin of the Ryder System, Inc.
Law Department, Counsel of the Company, and for the underwriters, if any, by
Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue, New York, New York
10019. Mr. Martin is a full-time employee of the Company and owns, and holds
options to purchase, shares of Common Stock of the Company.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration Fees........................................... $ 236,000
Accounting Fees and Expenses................................ $ 100,000
Trustee's Fees and Expenses................................. $ 60,000
Blue Sky Fees and Expenses.................................. $ 20,000
Printing and Engraving Fees................................. $ 30,000
Rating Agency Fees.......................................... $ 380,000
Legal Fees.................................................. $ 150,000
Miscellaneous............................................... $ 30,000
----------
Total............................................. $1,006,000
==========
</TABLE>
- ---------------
* All amounts are estimated except for registration fees.
ITEM 15. 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 VIII 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 full extent permitted by law. Article XII of the Company's
by-laws 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 a directors and officers liability insurance policy
which, within the limits and subject to the limitations of the policy, insures
the directors and officers of the Company against certain expenses in connection
with the defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of their being or
having been directors or officers of the Company. The coverage extends to
wrongful acts such as breach of duty and negligence, but does not extend to acts
proven to be dishonest. The Company pays the premiums for this policy.
ITEM 16. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
1(a) Form of proposed Underwriting Agreement (previously filed as
an exhibit to the Company's Registration Statement on Form
S-3, File No. 33-20359, and incorporated herein by
reference).
1(b) Form of Selling Agency Agreement for Domestic Medium-Term
Notes (previously filed as an exhibit to the Company's
Quarterly Report on Form 10-Q for the period ended March 31,
1992 and incorporated herein by reference).
</TABLE>
II-1
<PAGE> 14
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
4(a) Form of Indenture between Ryder System, Inc. and The Chase
Manhattan Bank (National Association) dated as of May 1,
1987 and supplemented as of November 15, 1990 and June 24,
1992 previously filed as an exhibit to the Company's
Registration Statement on Form S-3, File No. 33-50232 and
incorporated herein by reference).
4(b) Form of domestic Debt Securities (previously filed as an
exhibit to the Company's Registration Statement on Form S-3,
File No. 33-20359, and incorporated herein by reference.
4(c) Form of domestic Medium-Term Notes (previously filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for
the period ended March 31, 1992 and incorporated herein by
reference).
5 Opinion of Serge G. Martin of the Ryder System, Inc. Law
Department, Counsel of the Company.
12 Calculation of Ratio of Earnings to Fixed Charges.
23(a) Consent of KPMG Peat Marwick LLP, Independent Certified
Public Accountants.
23(b) Consent of Counsel for the Company (included in Exhibit 5).
24 Powers of Attorney.
25 Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939.
</TABLE>
ITEM 17. UNDERTAKINGS.
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that paragraphs (i) and (ii) above do not apply if 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 this 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.
II-2
<PAGE> 15
(4) 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 this 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.
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 provisions described under Item 15 above, 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 Act 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
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-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Dade County, Florida as of the 8th day of September, 1998.
RYDER SYSTEM, INC.
By: /s/ M. ANTHONY BURNS
------------------------------------
M. Anthony Burns
Chairman of the Board, President
and Principal 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 with Ryder System, Inc. indicated and as of the 8th day of September,
1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ M. ANTHONY BURNS Chairman of the September 8, 1998
- ----------------------------------------------------- Board, President
Anthony Burns and Director
(Principal
Executive Officer)
/s/ EDWIN A. HUSTON Senior Executive Vice September 8, 1998
- ----------------------------------------------------- President-Finance
Edwin A. Huston (Principal
Financial Officer)
/s/ GEORGE P. SCANLON Vice President and September 8, 1998
- ----------------------------------------------------- Controller
George P. Scanlon (Principal
Accounting Officer)
/s/ *JOSEPH L. DIONNE Director September 8, 1998
- -----------------------------------------------------
Joseph L. Dionne
</TABLE>
II-3
<PAGE> 16
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ *EDWARD T. FOOTE II Director September 8, 1998
- -----------------------------------------------------
Edward T. Foote II
/s/ * DAVID I. FUENTE Director September 8, 1998
- -----------------------------------------------------
David I. Fuente
/s/ *JOHN A. GEORGES Director September 8, 1998
- -----------------------------------------------------
John A. Georges
/s/ *VERNON E. JORDAN, JR. Director September 8, 1998
- -----------------------------------------------------
Vernon E. Jordan, Jr.
/s/ *DAVID T. KEARNS Director September 8, 1998
- -----------------------------------------------------
David T. Kearns
/s/ *LYNN M. MARTIN Director September 8, 1998
- -----------------------------------------------------
Lynn M. Martin
/s/ *PAUL J. RIZZO Director September 8, 1998
- -----------------------------------------------------
Paul J. Rizzo
/s/ *CHRISTINE A. VARNEY Director September 8, 1998
- -----------------------------------------------------
Christine A. Varney
/s/ *ALVA O. WAY Director September 8, 1998
- -----------------------------------------------------
Alva O. Way
*By: /s/ SERGE G. MARTIN
-------------------------------------------------
Serge G. Martin
Attorney-in-Fact
</TABLE>
II-4
<PAGE> 1
EXHIBIT 5
September 8, 1998
Ryder System, Inc.
3600 NW 82nd Avenue
Miami, Florida 33166
Ladies and Gentlemen:
We have examined the Registration Statement which you are filing with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of up to $800,000,000 in principal amount of
Debt Securities (the "Debt Securities"), proposed to be issued by Ryder System,
Inc. (the "Company") under an Indenture between the Company and The Chase
Manhattan Bank (National Association) as Trustee dated May 1, 1987, as amended
by a First Supplemental Indenture dated as of November 15, 1990 and a Second
Supplemental Indenture dated as of June 24, 1992 (the "Indenture"). We have also
examined the proceedings heretofore taken, and are familiar with the additional
proceedings proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Debt Securities.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing as a corporation
under the laws of the State of Florida.
2. When (a) the registration requirements of the Securities Act and such
Blue Sky or securities laws as may be applicable shall have been complied with,
(b) the Indenture between the Company and The Chase Manhattan Bank, pursuant to
which the Debt Securities are to be issued, shall have been qualified under the
Trust Indenture Act of 1939, as amended, (c) the form or forms of the Debt
Securities and the final terms thereof shall have been duly approved or
established in accordance with the terms of the Indenture, as supplemented and
(d) the Debt Securities shall have been duly executed, authenticated, completed,
issued and delivered against payment therefor, the Debt Securities will
thereupon be legally issued and binding obligations of the Company.
The opinion expressed herein is limited to the corporate laws of the State
of Florida and we express no opinion as to any other matters or the effect of
the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not admit that either we
or the undersigned are in the category of persons whose consent is required
under Section 7 of the Securities Act or the Rules and Regulations of the
Commission issued thereunder.
Yours sincerely,
The Ryder System, Inc.
Law Department
By: /s/ Serge G. Martin
-----------------------------
Chief Counsel - RTS & Finance
<PAGE> 1
EXHIBIT 12
RYDER SYSTEM, INC. AND CONSOLIDATED SUBSIDIARIES
RATIO OF EARNINGS TO FIXED CHARGES
CONTINUING OPERATIONS
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Years ended December 31,
-------------------- -------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
-------- ------- --------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS:
Earnings before income taxes $137,225 128,222 263,952 (6,030) 217,985 207,071 174,180
Income taxes of unconsolidated subsidiary -- -- -- 88 204 114 138
Fixed charges 143,531 139,132 272,964 304,199 276,685 198,849 174,553
Less: Interest capitalized (356) -- (249) (58) (304) (106) (107)
-------- ------- ------- ------- ------- ------- -------
Earnings available for
fixed charges (A) 280,400 267,354 536,667 298,199 494,570 405,928 348,764
-------- ------- ------- ------- ------- ------- -------
FIXED CHARGES:
Interest expense, net 97,511 96,664 189,361 206,636 193,559 144,652 124,166
Interest capitalized 356 -- 249 58 304 106 107
Interest income included in
interest expense 715 1,045 1,831 4,200 1,054 165 87
Costs associated with sale of receivables 3,026 2,805 5,610 13,203 14,764 8,039 6,000
Portion of rents representing
interest expense 41,923 38,618 75,913 80,102 67,004 45,887 44,193
-------- ------- ------- ------- ------- ------- -------
Total fixed charges (B) $143,531 139,132 272,964 304,199 276,685 198,849 174,553
-------- ------- ------- ------- ------- ------- -------
RATIO OF EARNINGS TO FIXED CHARGES (A)/(B) 1.95 1.92 1.97 0.98 1.79 2.04 2.00
======== ======= ======= ======= ======= ======= =======
</TABLE>
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Ryder System, Inc.:
We consent to the use of our audit report dated February 4, 1998 on the
consolidated financial statements of Ryder System, Inc. and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997 incorporated herein by reference and to the reference to
our firm under the heading "Experts" in the prospectus. Our report refers to a
change in the method of accounting for charitable contributions in 1995.
/s/ KPMG Peat Marwick LLP
Miami, Florida
September 8, 1998
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ JOSEPH L. DIONNE
JOSEPH L. DIONNE
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Joseph L. Dionne, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ EDWARD T. FOOTE II
EDWARD T. FOOTE II
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Edward T. Foote II, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ DAVID I. FUENTE
DAVID I. FUENTE
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by David I. Fuente, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ JOHN A. GEORGES
JOHN A. GEORGES
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by John A. Georges, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ VERNON E. JORDAN, JR.
VERNON E. JORDAN, JR.
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Vernon E. Jordan, Jr., who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ DAVID T. KEARNS
DAVID T. KEARNS
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by David T. Kearns, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ LYNN M. MARTIN
LYNN M. MARTIN
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Lynn M. Martin, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ PAUL J. RIZZO
PAUL J. RIZZO
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Paul J. Rizzo, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ CHRISTINE A. VARNEY
CHRISTINE A. VARNEY
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Christine A. Varney, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director or
officer, or both, of RYDER SYSTEM, INC., a Florida corporation (the "Company"),
does hereby constitute and appoint GLYNIS A. BRYAN, JACQUELINE S. DESOUZA, SERGE
G. MARTIN and DAVID M. BEILIN, with full power to each of them to act alone, as
the true and lawful attorneys-in-fact and agents of the undersigned, with full
power of substitution and resubstitution to each of said attorneys, to execute,
file and deliver any and all instruments and to do any and all acts and things
which said attorneys and agents, or any of them, deem advisable to enable the
Company to comply with the Securities Act of 1933, as amended, the Trust
Indenture Act of 1939, as amended, and any requirements or regulations of the
Securities and Exchange Commission relating to said Acts, in connection with the
registration under the Securities Act of Debt Securities in an aggregate
principal amount (or, in the case of securities issued at an original issue
discount, for net proceeds) of up to $800,000,000 to be issued by the Company
under provisions of appropriate indentures and the qualification of said
indentures under said Trust Indenture Act, including specifically, but without
limitation of the general authority hereby granted, the power and authority to
sign his name as director or officer, or both, of the Company, as applicable, to
the registration statements, or to any amendments, post-effective amendments,
supplements or papers supplemental to registration statements, to be filed in
respect of said debt securities, and the undersigned does hereby fully ratify
and confirm all that said attorneys and agents, or any of them, or the
substitute of any of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of the 30th
day of July 1998.
/s/ ALVA O. WAY
ALVA O. WAY
STATE OF FLORIDA )
) ss:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 30th day of July, 1998,
by Alva O. Way, who is personally known to me.
/s/ Janice Johnson
Notary Public
My Commission Expires:
Official Notary Seal
Janice Johnson
Notary Public State of Florida
Commission No. CC460394
My Commission Exp. May 7, 1999
<PAGE> 1
EXHIBIT 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2)
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
--------------------------------------------
RYDER SYSTEM, INC.
Exact name of obligor as specified in its charter)
FLORIDA 59-0739250
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3600 NW 82ND AVENUE
MIAMI, FLORIDA 33166
(Address of principal executive offices) (Zip Code)
--------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
--------------------------------------------
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany, New York
12110.
Board of Governors of the Federal Reserve System, Washington, D.C.
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C. 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1st day of September, 1998.
THE CHASE MANHATTAN BANK
By /s/ James P. Freeman
-----------------------------
/s/ James P. Freeman
Assistant Vice President
- 3-
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 1998, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................ $ 12,546
Interest-bearing balances ................................ 6,610
Securities:
Held to maturity
securities .................................................... 2,014
Available for sale securities ................................. 46,342
Federal funds sold and securities purchased under
agreements to resell ..................................... 27,489
Loans and lease financing receivables:
Loans and leases, net of unearned income........ $129,281
Less: Allowance for loan and lease losses....... 2,796
Less: Allocated transfer risk reserve........... 0
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................... 126,485
Trading Assets ................................................ 58,015
Premises and fixed assets (including capitalized
leases) .................................................. 3,001
Other real estate owned ....................................... 260
Investments in unconsolidated subsidiaries and
associated companies ..................................... 255
Customers' liability to this bank on acceptances
outstanding .............................................. 1,245
Intangible assets ............................................. 1,492
Other assets .................................................. 16,408
--------
TOTAL ASSETS .................................................. $302,162
========
</TABLE>
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<PAGE> 5
<TABLE>
<CAPTION>
LIABILITIES
<S> <C>
Deposits
In domestic offices ................................................... $99,347
Noninterest-bearing ............................... $41,566
Interest-bearing .................................. 57,781
-------
In foreign offices, Edge and Agreement,
subsidiaries and IBF's ................................................ 80,602
Noninterest-bearing ............................... $ 4,109
Interest-bearing .................................. 76,493
Federal funds purchased and securities sold under agree-
ments to repurchase ........................................................ 37,760
Demand notes issued to the U.S. Treasury ................................... 1,000
Trading liabilities ........................................................ 42,941
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less ......................... 4,162
With a remaining maturity of more than one year
through three years............................................. 213
With a remaining maturity of more than three years ................... 106
Bank's liability on acceptances executed and outstanding ................... 1,245
Subordinated notes and debentures .......................................... 5,408
Other liabilities .......................................................... 11,796
TOTAL LIABILITIES .......................................................... 284,580
---------
EQUITY CAPITAL
Perpetual preferred stock and related surplus .............................. 0
Common stock ............................................................... 1,211
Surplus (exclude all surplus related to preferred stock) .................. 10,441
Undivided profits and capital reserves ..................................... 5,916
Net unrealized holding gains (losses)
on available-for-sale securities ........................................... (2)
Cumulative foreign currency translation adjustments ........................ 16
TOTAL EQUITY CAPITAL ....................................................... 17,582
---------
TOTAL LIABILITIES AND EQUITY CAPITAL .......................................$ 302,162
=========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true to the
best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined
by us, and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR.)
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