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As filed with the Securities and Exchange Commission on August 22, 1995
Registration No. ________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________
RYDER SYSTEM, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0739250
(State of incorporation) (I.R.S. Employer Identification No.)
3600 N.W. 82nd Ave., Miami, Florida 33166
(Address of principal executive offices)
__________________
RYDER SYSTEM, INC. 1995 STOCK INCENTIVE PLAN
(Full title of the plan)
JAMES M. HERRON, Esq.
Ryder System, Inc.
3600 N.W. 82nd Avenue, Miami, Florida 33166
(305) 593-3283
(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plan:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price offering registration
to be registered registered per share price fee
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Ryder System, Inc.
Common Stock
($.50 par value) 3,300,000 shares $24.90(1) $82,170,000 (1) $28,334.68
Preferred Share
Purchase Rights 3,300,000 rights(2) -- -- -- (3)
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(1) Computed pursuant to Rule 457(c) solely for the purpose of calculating
the registration fee and not as a representation as to any actual
proposed price. This amount is based on the average of the high and low prices
of such Common Stock on August 18, 1995 on the consolidated reporting system.
(2) The preferred share purchase rights (the "Rights") of Ryder System, Inc.
(the "Company") are attached to and trade with the Common Stock of the Company.
Any value attributable to the Rights is reflected in the market price of the
Common Stock. Such additional securities are also being registered hereby as
may become issuable under the Plan as a result of applicable anti-dilution
provisions.
(3) Since no separate consideration is paid for the Rights, the registration
fee for such securities is included in the registration fee for the Company's
Common Stock.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) All other reports filed by the Company or the Ryder System,
Inc. 1995 Stock Incentive Plan (the "Plan") pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the annual report referred to in (a) above.
(c) The description of the Company's common stock, par value $.50,
and the Company's preferred share purchase rights contained in its Registration
Statement on Form S-3, No. 33-33600 filed on February 27, 1990, as amended,
with the Commission.
All documents subsequently filed by the Company or the Plan pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of this Registration Statement from the
date of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The legality of the shares of common stock and the preferred share
purchase rights in connection therewith which may be purchased under the Plan
has been passed upon for the Company by James M. Herron, Senior Executive Vice
President and General Counsel of the Company. Mr. Herron owns beneficially
11,246 shares of common stock of the Company and directly owns options to
purchase 190,667 shares of common stock.
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Item 6. Indemnification of Directors and Officers.
Official Florida Statutes, as amended, Chapter 607, Section 607.0850
authorizes the indemnification of officers, directors, employees and agents
under certain circumstances.
Article IV of the Company's Restated Articles of Incorporation
provides that the Company has the power to indemnify its directors, officers,
and other employees to the fullest extent permitted by law. Article XII of the
Company's By-Laws further provides that the Company shall indemnify to the
fullest extent permitted by current or future legislation or current or future
judicial or administrative decisions (to the extent such future legislation or
decisions permit the Company to provide broader indemnification rights than
permitted prior to such legislation or decisions), each person who is a party
or witness to any proceeding (whether civil, criminal, administrative or
investigative) against any liability (including any judgment, settlement,
penalty or fine) or cost, charge or expense (including reasonable expenses
incurred in defending such actions) by reason of the fact that such indemnified
person is or was a director, officer or employee of the Company, or is or was
an agent as to whom the Company has agreed to grant such indemnification, or is
or was serving at the request of the Company as a director, officer or employee
of another corporation, trust or enterprise.
Since November 6, 1964, there has been in effect a directors and
officers liability insurance policy which, commencing November 6, 1986, has
been with the Federal Insurance Company. The coverage extends to wrongful acts
such as breach of duty and negligence, but does not extend to acts proven to be
dishonest. Currently, the coverage is subject to a deductible amount of
$750,000 with a policy limit of $25,000,000. The Company pays the premiums for
this policy.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in the
registration statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida, on the 22nd
day of August, 1995.
RYDER SYSTEM, INC.
(Registrant)
By: M. ANTHONY BURNS
--------------------
M. Anthony Burns
Chairman of the Board,
President and
Chief Executive Officer
____________________
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
Name Title Date
---- ----- ----
M. ANTHONY BURNS Chairman of the Board,
---------------------- President and
M. Anthony Burns Chief Executive Officer
(Principal Executive Officer) August 22, 1995
EDWIN A. HUSTON Senior Executive Vice
---------------------- President - Finance and
Edwin A. Huston Chief Financial Officer
(Principal Financial Officer) August 22, 1995
ANTHONY G. TEGNELIA Senior Vice President and
---------------------- Controller (Principal
Anthony G. Tegnelia Accounting Officer) August 22, 1995
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ARTHUR H. BERNSTEIN Director August 22, 1995
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Arthur H. Bernstein*
JOSEPH L. DIONNE Director August 22, 1995
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Joseph L. Dionne*
EDWARD T. FOOTE II Director August 22, 1995
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Edward T. Foote II*
Director August 22, 1995
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John A. Georges
VERNON E. JORDAN, JR. Director August 22, 1995
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Vernon E. Jordan, Jr.*
DAVID T. KEARNS Director August 22, 1995
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David T. Kearns*
LYNN M. MARTIN Director August 22, 1995
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Lynn M. Martin*
JAMES W. MCLAMORE Director August 22, 1995
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James W. McLamore*
PAUL J. RIZZO Director August 22, 1995
-----------------------
Paul J. Rizzo*
HICKS B. WALDRON Director August 22, 1995
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Hicks B. Waldron*
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ALVA O. WAY Director August 22, 1995
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Alva O. Way*
MARK H. WILLES Director August 22, 1995
---------------------------
Mark H. Willes*
YASMINE B. ZYNE
---------------------------
*By: Yasmine B. Zyne
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Registration
Table Statement
Number Exhibit Page
------ ------- ---------------
(4) Instruments defining the rights of security
holders, including indentures:
(a) By-Laws of the Company, as amended through
November 23, 1993, previously filed with the
Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1993, are incorporated
by reference herein. *
(b) Restated Articles of Incorporation of the
Company, dated November 8, 1985, as amended
through May 18, 1990, previously filed with the
Commission as an exhibit to the Company's Annual
Report on Form 10-K for the year ended
December 31, 1990, are incorporated by reference
herein. *
(c) Rights Agreement between the Company and First
Chicago Trust Company of New York (then named
Morgan Guaranty Trust Company of New York) dated
as of February 28, 1986, previously filed with the
Commission as an exhibit to the Company's Registration
Statement on Form 8-A dated March 7, 1986, is
incorporated by reference herein. *
____________________
* Incorporated by reference as indicated herein.
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EXHIBIT INDEX
(continued)
Exhibit Registration
Table Statement
Number Exhibit Page
------ ------- ---------------
(d) The Amendment to Rights Agreement between the
Company and First Chicago Trust Company of New York
dated as of July 28, 1989, previously filed with the
Commission as an exhibit to the Company's Amendment
to Application or Report on Form 8-K dated August 2, 1989
is incorporated herein by reference. *
(5) Opinions re legality:
(a) Opinion of James M. Herron, Esq., Senior 11
Executive Vice President and General Counsel
of the Company.
(15) Letter re unaudited interim financial information: 13
(a) Letter from KPMG Peat Marwick LLP concerning
unaudited interim financial information.
(23) Consents of experts and counsel: 14
(a) Consent of KPMG Peat Marwick LLP,
Independent Certified Public Accountants.
(b) Consent of Counsel for the Company is
included in Exhibit (5)(a).
____________________
* Incorporated by reference as indicated herein.
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EXHIBIT INDEX
(continued)
Exhibit Registration
Table Statement
Number Exhibit Page
------ ------- ---------------
(24) Powers of Attorney:
(a) Arthur H. Bernstein 15
(b) Joseph L. Dionne 16
(c) Edward T. Foote II 17
(d) Vernon E. Jordan, Jr. 18
(e) David T. Kearns 19
(f) Lynn M. Martin 20
(g) James W. McLamore 21
(h) Paul J. Rizzo 22
(i) Hicks B. Waldron 23
(j) Alva O. Way 24
(k) Mark H. Willes 25
(28) Information from reports furnished to state
insurance regulatory authorities:
None
(99) Additional exhibits:
None
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