SCHEDULE 14A SCHEDULE 14 INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [ ] Filed by a Party other than the Registrant [ X ] Check the appropriate box: [X ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 Name of Registrant as Specified in Its Charter: Ryder System, Inc. Name of Person(s) Filing Proxy Statement: Ryder Shareholders Committee Payment of Filing Fee (check the appropriate box) [X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j) (2). [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a- 6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: ____________________________________________________________ 2) Aggregate number of securities to which transaction applies: _____________________________________________________________ 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (1) _____________________________________________________________ 4) Proposed maximum aggregate value of transaction: _____________________________________________________________ (1) Set forth the amount on which the filing fee is calculated and state how it was determined. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount previously paid: ____________________________ 2) Form, Schedule or Registration Statement No: ______________________________ 3) Filing Party: _________________________ Date Filed: _______________________________ PRELIMINARY SCHEDULE 14a October ___, 1995 INDEPENDENT SHAREHOLDER SOLICITATION Re: Ryder System, Inc. CALL FOR SPECIAL SHAREHOLDER MEETING ON POISON PILL Ryder Shareholders Committee c/o IBT 25 Louisiana Avenue, N.W. Washington, D.C. 2001 Dear Fellow Ryder Shareholder, We write to invite your participation in an important shareholder initiative: to call a special shareholders meeting at Ryder System, Inc. so as to remove or revise the company's "poison pill" plan. Under Ryder bylaws and Florida state law, management is obligated to call a special meeting if shareholders representing 10% or more of the Company's stock request a meeting. We ask you to join with other shareholders in requesting such a meeting. For several years, a majority ballots cast of Ryder shareholders were voted against the company's flip in poison pill plan: Year Vote against "Pill" 1990: 62.5% 1991: 59.6% 1994: 62.7% 1995: 63% Nonetheless, management has refused to modify or rescind the poison pill, which was originally adopted without a shareholder vote. We believe these votes reflect both specific dissatisfaction with the company's performance and general distaste for "pills." A $100 investment in Ryder stock at year end 1988, was worth only $113 by year-end 1994.<F1> Over 7 years, that's less than a 2% annual return, poorer than inflation. By comparison, the same $100 invested in the Dow Jones 20 Index in 1988 was worth $170 by year-end 1994, and $199 if invested in the S&P 500 Index. [FN]This assumes that all dividend, including the Company's distribution of Aviall, Inc. common stock were reinvested. Regardless of your feeling about poison pills, you may share our view that management's lack of responsiveness to shareholders requires something more drastic than another vote buried in the rest of the business of a regular annual meeting. The current pill expires March 1, 1995. We believe the Company should not incur the expense of creating a new pill without first meeting with shareholders (the regular annual meeting does not take place until May). If management creates a new pill so soon before the May annual meeting, that will make it more difficult for shareholders to make an informed decision about whether to support the new pill. That is why we believe a special meeting is warranted. We believe this step will benefit your investment. Currently, the company is boosting capital spending 55% from the 1993 record to $1.9 billion. This capital spending required $382 million in additional borrowing in 1994, pushing its debt-to tangible equity ratio to 227%. About half of this goes for its new dedicated logistics venture despite the fact this sector generated less than 10% of total profits in 1994, down from 17% in the two previous years. Noted one analyst, these results are "considerably short of the profitability RDL will need to generate to merit all the attention." Meanwhile, senior management has enjoyed handsome salaries and bonuses. In 1994, a year when the stock price declined 15%, the CEO enjoyed an 86% increase in his bonus. A 1986 study by the Office of Chief Economist of the U.S. Securities & Exchange Commission found that the adoption of poison pill plans caused companies' stock prices to drop. A 1988 study by Professor Michael Ryngaert found "restrictive pills can have a negative price impact even when active takeover speculation is not present." A 1992 study by Harvard Professor John Pound found a correlation between the absence of poison pills and high corporate performance. At other companies, shareholder activism against pills has convinced directors to redeem the pill. Philip Morris, one of the largest corporations in the world, agreed to redeem its pill plan last spring following 40%+ votes in the two previous years. Consolidated Freightways agreed to sunset its pill and subject any renewal to a shareholder vote following a strong showing for a resolution against its pill. SPECIFIC PROPOSALS CONCERNING POISON PILLS FOR A SPECIAL MEETING We plan to make the following two proposals at the special meeting: I. CREATE AN INDEPENDENT COMMITTEE TO DEVISE ALTERNATIVES TO THE PILL Resolved, that shareholders recommend the Board form a committee composed of non-management directors, with legal and consulting support exclusively from firms not otherwise associated with the Company, to devise an alternative to the current poison pill, and that these alternatives be submitted to a binding vote of shareholders. II. REQUIRE LONG-TERM SHAREHOLDER APPROVAL OF ANY PILL Resolved, that shareholder recommend the Board redeem the current poison pill and, if it adopts a new one, that this should (1) expire no less often than every 3 years, and (2) be approved by a majority vote of shareholders who have owned stock for more than one year. These formulations are intended to strike a balance between director and shareholder prerogatives: while they leave the design to directors, they give shareholders the right of ratifying the plan.<F2> Other proposals which shareholders have discussed for possible presentation at the meeting include (1) adopting bylaw amendments imposing restrictions upon management and the board of directors for so long as they persist in maintaining a poison pill without shareholder approval, and/or (2) having a pill which includes a shareholder vote on whether it will be invoked against a tender offeror. [FN]Counsel advises that under current Florida law, shareholder consent to a pill is not required once shareholders have approved amendments to the Articles of Incorporation authorizing issuance of the special class of stock, as occurred here in 1986. Florida law does not allow shareholders to vote in amendments to the Articles of Incorporation without management consent. We make no representation that the action of the special meeting will bind the board to any new course. THE CURRENT POISON PILL The current poison pill, labelled by management "The Preferred Share Purchase Rights Plan", gives shareholders the right to purchase a special preferred share of Ryder stock upon certain conditions: (a) an acquiror obtaining more than 10 percent of the company without the prior approval of the board, or (b) the announcement of an intent to acquire more than 30 percent of the company without the prior approval of the board. Each preferred share would carry 100 times the voting power and dividend rights of each common share, thereby severely diluting the acquiror's interest (who cannot exercise these rights without board consent). For more information on the terms of the plan, we incorporate by reference the Amendment to Registration Statement on Form 8-A filed with the SEC on August 3, 1989 (contact us for information on how to obtain a copy). SHAREHOLDER RIGHTS CONCERNING CALLING A SPECIAL MEETING Ryder's bylaws and the law of Florida (where it is incorporated) provide shareholders the right to compel management to call a special meeting. The bylaws require that those requesting a meeting supply certain information in their requests (see card enclosed). IBT has requested that management set a record date for such a meeting, but Ryder has complained that IBT's request is not in compliance with the bylaws (without saying why), and has refused to set a record date. IBT is considering legal action to compel the setting of a record date. Under the Bylaws, requests to call a special meeting must be received no later than 60 days after the record date. Once the requisite number of shares have requested a special meeting, management must hold the meeting within 120 days. MANAGEMENT COMPENSATION We incorporate by reference the discussion of management compensation in the Company's March 1995 proxy statement at pp. __. ELECTION OF DIRECTORS We incorporate by reference the discussion concerning directors in the Company's March 1995 proxy statement at pp. __. Election of directors is not an issue in the proposed special meeting. SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS We incorporate by reference the discussion of security ownership contained in the Company's March 1995 proxy statement at pp. __. PROPOSALS FOR FUTURE REGULAR ANNUAL MEETINGS Stockholders who wish to have proposals included in the Company's proxy statement for its regular annual meeting in May 1995 should send proposals to the Secretary of the Company at its headquarters, 3600 N.W. 82nd Ave., Miami FL 33166, by November 23, 1995. Proposals must meet the requirements of SEC Rule 14a-7 and the Company's Bylaws. USE OF THE ENCLOSED REQUEST CARD The enclosed card is not a proxy voting card. It grants us no voting authority or discretionary authority. It is simply a request to the Company to convene a special meeting, which we will submit on your behalf. If you prefer, you may mail your request directly to the Company (please "cc" us so we can keep track of whether the requisite 10% of shares have joined in the request). You may revoke your request by so advising us or the Company in writing. SOLICITATION OF REQUESTS FOR SPECIAL MEETING We expect to solicit requests by mail, telephone, telecopier and personal interviews. We will ask trustees, brokers, custodians and other nominees to forward solicitation materials to the beneficial owners of common stock, and they will be reimbursed for their reasonable out-of-pocket expenses. Requests will be solicited by members and employees of the International Brotherhood of Teamsters (IBT), who do not receive any additional compensation for such solicitations. No other specially engaged employees have been or are to be employed to solicit shareholders. The cost of the solicitation will be borne solely by IBT and while the exact cost of the solicitation is not at this time known, it is estimated at $1,000. Unlike management, we will not seek reimbursement for the cost of our solicitations from the Company. RYDER SHAREHOLDERS COMMITTEE The Committee currently consists of Arthur Wair, who owns 450 shares, and IBT, which owns 75 shares. The IBT estimates that Ryder stock is owned by hundreds of its members employed by Ryder and Ryder retirees. Wair is a retiree who no longer belongs to IBT. At the last two annual meetings, he made the proposals against the pill which received over 62% favorable votes. IBT has helped shareholders work against poison pills at over a dozen corporations, dating back several years. The IBT is currently on strike at Ryder. The enclosed request card does not permit proposals concerning labor relations to be brought before the shareholders. This statement is being released to shareholders on or about October ______, 1995. * * * SIGN, DATE AND RETURN THE ENCLOSED color CARD TO: Ryder Shareholders Committee c/o IBT 25 Louisiana Avenue Washington, DC 20001 Fax 202-624-6833 Telephone: 202-624-8100 [solicited by Ryder Shareholders Committee] JOINDER IN REQUEST FOR SPECIAL MEETING OF SHAREHOLDERS The undersigned shareholder of Ryder System, Inc. hereby joins in requesting a special shareholders meeting for the purpose of voting upon resolutions concerning Ryder's poison pill. Ryder's bylaws require that any person requesting a special meeting provide the following information, which the Committee will keep confidential and use only in connection with this meeting: 1. Name and address as they appear on Ryder's records: ___________________________________________ ___________________________________________ ___________________________________________ [if your stock is held in the name of a brokerage or other nominee, please list both your name and address and those of the nominee; if you hold on behalf of someone else, list the beneficial owner] 2. Class and number of shares you own beneficially and of record: Class of stock: ________ Number of Shares: __________ I seek this matter brought before the meeting because I want Ryder shareholders to decide whether our company will have a poison pill. I have no material interest in the matter to be brought before the meeting other than my interest as a shareholder. Dated: ______________________________ SIGNATURE(s) (Use name as it appears on Ryder's records) THIS CARD CONFERS NO DISCRETIONARY OR VOTING AUTHORITY ON THE RYDER SHAREHOLDERS COMMITTEE: IT SIMPLY CALLS FOR A SPECIAL SHAREHOLDERS MEETING. PLEASE SIGN, DATE AND RETURN THIS BY NOVEMBER 1 TO: RYDER SHAREHOLDERS COMMITTEE c/o IBT 25 Louisiana Avenue NW Washington, D.C. 20001 Fax (202) 624-6833 Tel.(202) 624-6900