-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QBDhPNcpAzyhLiWYrl5165/ZLtHRZa+dTlD8H8GpfYBz+pF1BACxgtETXmeSKT5m GTosSFLsVm/G+Ct0AdxfAw== 0000950144-95-000599.txt : 19950613 0000950144-95-000599.hdr.sgml : 19950613 ACCESSION NUMBER: 0000950144-95-000599 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19950308 EFFECTIVENESS DATE: 19950327 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDER SYSTEM INC CENTRAL INDEX KEY: 0000085961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 590739250 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58003 FILM NUMBER: 95519397 BUSINESS ADDRESS: STREET 1: 3600 NW 82ND AVE CITY: MIAMI STATE: FL ZIP: 33166 BUSINESS PHONE: 3055933726 MAIL ADDRESS: STREET 1: 3600 NW 82 AVENUE CITY: MIAMI STATE: FL ZIP: 33166 S-8 1 RYDER SYSTEMS FORM S-8 1 As filed with the Securities and Exchange Commission on March 8, 1995 Registration No. ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ___________________ RYDER SYSTEM, INC. (Exact name of registrant as specified in its charter) Florida 59-0739250 (State of incorporation) (I.R.S. Employer Identification No.) 3600 N.W. 82nd Ave., Miami, Florida 33166 (Address of principal executive offices) __________________ RYDER SYSTEM, INC. EMPLOYEE SAVINGS PLAN B (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 =================================================================================================================================== 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 - ----------------------------------------------------------------------------------------------------------------------------------- Ryder System, Inc. Common Stock ($.50 par value) 1,115,000 shares (1) $23.00 (2) $25,645,000 (2) $8,843.09 Preferred Share Purchase Rights 1,115,000 rights (3) - - - (4) ===================================================================================================================================
(1) Represents the estimated maximum aggregate employee contributions to the Plan for two years. (2) 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 March 3, 1995 on the consolidated reporting system. (3) 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. (4) 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. 2 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, 1993. (b) All other reports filed by the Company or the Ryder System, Inc. Employee Savings Plan B, as amended (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. -2- 3 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; -3- 4 (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 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. -4- 5 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 8th day of March, 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 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) March 8, 1995 EDWIN A. HUSTON Senior Executive Vice - ---------------------- President - Finance and Edwin A. Huston Chief Financial Officer (Principal Financial Officer) March 8, 1995 ANTHONY G. TEGNELIA Senior Vice President and - ---------------------- Controller (Principal Anthony G. Tegnelia Accounting Officer) March 8, 1995
-5- 6 Director March 8, 1995 - ----------------------- Arthur H. Bernstein EDWARD T. FOOTE II Director March 8, 1995 - ---------------------- Edward T. Foote II* JOHN A. GEORGES Director March 8, 1995 - ---------------------- John A. Georges* VERNON E. JORDAN, JR. Director March 8, 1995 - ---------------------- Vernon E. Jordan, Jr.* HOWARD C. KAUFFMANN Director March 8, 1995 - ---------------------- Howard C. Kauffmann* Director March 8, 1995 - ----------------------- David T. Kearns LYNN M. MARTIN Director March 8, 1995 - ---------------------- Lynn M. Martin* JAMES W. MCLAMORE Director March 8, 1995 - ---------------------- James W. McLamore* Director March 8, 1995 - ---------------------- Paul J. Rizzo DONALD V. SEIBERT Director March 8, 1995 - ---------------------- Donald V. Seibert* HICKS B. WALDRON Director March 8, 1995 - ---------------------- Hicks B. Waldron*
-6- 7 ALVA O. WAY Director March 8, 1995 - ---------------------- Alva O. Way* MARK H. WILLES Director March 8, 1995 - ---------------------- Mark H. Willes* YASMINE B. ZYNE - ---------------------- *By: Yasmine B. Zyne Attorney-in-Fact
-7- 8 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. -8- 9 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 Executive Vice President and General Counsel of the Company. 11 (15) Letter re unaudited interim financial information: (a) Letter from KPMG Peat Marwick LLP concerning unaudited interim financial information. 13 (23) Consents of experts and counsel: (a) Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 14 (b) Consent of Counsel for the Company is included in Exhibit (5)(a).
____________________ * Incorporated by reference as indicated herein. -9- 10 EXHIBIT INDEX ------------- (continued)
Exhibit Registration Table Statement Number Exhibit Page - ------ ------- ---- (24) Powers of Attorney: (a) Edward T. Foote II 15 (b) John A. Georges 16 (c) Vernon E. Jordan, Jr. 17 (d) Howard C. Kauffmann 18 (e) Lynn M. Martin 19 (f) James W. McLamore 20 (g) Donald V. Seibert 21 (h) Hicks B. Waldron 22 (i) Alva O. Way 23 (j) Mark H. Willes 24 (28) Information from reports furnished to state insurance regulatory authorities: None (99) Additional exhibits: None
-10- EX-5 2 OPINION OF JAMES M. HERON 1 Exhibit 5 March 7, 1995 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: OPINION OF COUNSEL FOR REGISTRATION STATEMENT ON FORM S-8 OF RYDER SYSTEM, INC. Gentlemen: I have acted as counsel for Ryder System, Inc. (the "Company") in connection with its registration on Form S-8 of participation interests (the "Interests") in the Ryder System, Inc. Employee Savings Plan B (the "Plan"), the shares of the Company's common stock, $.50 par value, (the "Common Stock") and the preferred share purchase rights issued to holders of such shares pursuant to a resolution adopted by the Company's Board of Directors on February 28, 1986 (the "Rights"), all of which are issuable in connection with the Plan. In the course thereof, I have examined such records of the Company, certificates of officers of the Company, and other documents as I have deemed relevant and necessary as a basis for the opinions set forth below. In giving the opinions expressed below, I do not purport to be an expert in the laws of any jurisdiction other than the State of Florida and the United States. Based upon the foregoing, and relying upon statements of fact contained in the documents referred to, I am of the opinion that: 1. All necessary corporate action with respect to the authorization of the Interests, shares of Common Stock and the Rights under the Plan has been taken by the Company. 2. The Common Stock and the Rights issued in connection therewith, will be validly issued, fully paid, and non-assessable when the Registration Statement and any amendments thereto shall have become effective and when the Common Stock and Rights have been issued and sold in accordance with the terms of the Plan. The Interests will be validly offered when the Registration Statement and any amendments thereto shall have become effective. 2 Securities and Exchange Commission March 7, 1995 Page 2 3. I have reviewed the Plan and the related trust agreement. The Plan is virtually identical to the Ryder System, Inc. Employee Savings Plan A ("Plan A"). In February, 1985, the Company received a determination letter from the Internal Revenue Service to the effect that Plan A, as then amended, was qualified under Section 401 of the Internal Revenue Code (the "Code"), as amended by the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan has been subsequently amended. It is my opinion that the provisions of the Plan, as amended, on the date hereof, are in substantial compliance with the requirements of Section 401 of the Code, as amended by ERISA, pertaining to such provisions. The Company, however, intends to submit the Plan, as currently amended, to the Internal Revenue Service for a new determination letter no later than March 31, 1995, and will make all changes required by the Internal Revenue Service to qualify the Plan under Section 401 of the Code as amended by ERISA. I hereby consent to the filing of a copy of this Opinion as an exhibit to the Registration Statement on Form S-8 and to the use of my name therein. Yours sincerely, James M. Herron EX-15.A 3 LETTER FROM KPMG PEAT MARWICH 1 Exhibit 15(a) The Board of Directors Ryder System, Inc.: Ladies and Gentlemen: Re: Form S-8 Registration Statement for the Ryder System, Inc. Employee Savings Plan B With respect to the subject registration statement, we acknowledge our awareness of the use therein of our reports dated April 19, 1994, July 21, 1994, and October 19, 1994 related to our reviews of interim financial information. Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are not considered a part of a registration statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. Very truly yours, /s/ KPMG PEAT MARWICK LLP Miami, Florida March 8, 1995 EX-23.A 4 CONSENT OF KPMG PEAT MARWICK 1 EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT ----------------------------- The Board of Directors Ryder System, Inc.: We consent to the use of our audit reports dated February 7, 1994, which reports are incorporated by reference or appear in the Annual Report on Form 10-K of Ryder System, Inc. for the year ended December 31, 1993, which Form 10-K is incorporated into this Registration Statement on Form S-8, for the Ryder System, Inc. Employee Savings Plan B, by reference. Our audit reports refer to a change in the method of accounting for income taxes and for postretirement benefits other than pensions in 1993. /s/ KPMG PEAT MARWICK LLP Miami, Florida March 8, 1995 EX-24.A 5 POWER OF ATTY: EDWARD T. FOOTE II 1 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Edward T. Foote II STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Edward T. Foote II, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.B 6 POWER OF ATTY: JOHN A. GEORGES 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ John A. Georges STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared John A. Georges, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.C 7 POWER OF ATTY: VERNON E. JORDAN 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Vernon E. Jordan, Jr. STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Vernon E. Jordan, Jr., to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.D 8 POWER OF ATTY: HOWARD C. KAUFFMANN 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Howard C. Kauffmann STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Howard C. Kauffmann, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.E 9 POWER OF ATTY: LYNN M. MARTIN 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Lynn M. Martin STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Lynn M. Martin, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.F 10 POWER OF ATTY: JAMES W. MCLAMORE 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ James W. McLamore STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared James W. McLamore, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.G 11 POWER OF ATTY: DONALD V. SEIBERT 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Donald V. Seibert STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Donald V. Seibert, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.H 12 POWER OF ATTY: HICKS B. WALDRON 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Hicks B. Waldron STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Hicks B. Waldron, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.I 13 POWER OF ATTY: ALVA O. WAY 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Alva O. Way STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Alva O. Way, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) EX-24.J 14 POWER OF ATTY: MARK H. WILLES 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below constitutes and appoints James M. Herron, Edward R. Henderson and Yasmine B. Zyne, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Ryder System, Inc. Form S-8 Registration Statement and/or the Post-Effective Amendments to the Form S-8 Registration Statements for the Ryder System, Inc. Employee Savings Plan A and the Ryder System, Inc. Employee Savings Plan B and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney- in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. ____________________________ Mark H. Willes STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Mark H. Willes, to me known and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me that he executed said instrument for the purposes therein expressed. WITNESS my hand and official seal this 22nd day of October, 1993. ____________________________ Notary Public My Commission Expires: (Seal) -----END PRIVACY-ENHANCED MESSAGE-----