-----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, BeLfo0sxoPZBcApCawdIVVxfkQpiTUkhmkUx2aPms3kNiFypnWWYTPWTpvQ6EYLe xMLg9XnVMa9QSXG6JlNFZw== 0000950144-95-000615.txt : 19950615 0000950144-95-000615.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950144-95-000615 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 19950310 EFFECTIVENESS DATE: 19950329 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: 033-58045 FILM NUMBER: 95520175 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 SYSTEM S-8 1 As filed with the Securities and Exchange Commission on March __, 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) (IRS Employer Identification No.) 3600 N.W. 82nd Ave., Miami, Florida 33166 (Address of Principal Executive Offices) ----------------- RYDER SYSTEM, INC. SAVINGS RESTORATION 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
================================================================================ Proposed Proposed maximum maximum Title of Amount offering aggregate Amount of securities to be price offering registration to be registered registered per share price fee(2) - -------------------------------------------------------------------------------- Interests in the Ryder System, Inc. Savings Restoration Plan (1) (1) (1) $100.00 ================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement covers an indeterminable amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) The minimum registration fee required pursuant to Section 6(b) of the Securities Act of 1933 is being paid. 2 PART II ------- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Ryder System, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1993. (b) All other reports filed by the Registrant 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 Registrant's common stock, par value $.50, and the Registrant'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 Registrant or the Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The legality of the interests in the Ryder System, Inc. Savings Restoration Plan to be offered have been passed upon for the Registrant by James M. Herron, Senior Executive Vice President and General Counsel of the Registrant. Mr. Herron owns beneficially 11,246 shares of common stock of the Registrant 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 Registrant's Restated Articles of Incorporation provides that the Registrant has the power to indemnify its directors, officers, and other employees to the fullest extent permitted by law. Article XII of the Registrant's By-Laws further provides that the Registrant shall indemnify to the fullest extent permitted by current or future legislation or current or future judicial or administrative decisions (to the extent such future legislation or decisions permit the Registrant to provide broader indemnification rights than permitted prior to such legislation or decisions), each person who is a party or witness to any proceeding (whether civil, criminal, administrative or investigative) against any liability (including any judgment, settlement, penalty or fine) or cost, charge or expense (including reasonable expenses incurred in defending such actions) by reason of the fact that such indemnified person is or was a director, officer or employee of the Registrant, or is or was an agent as to whom the Registrant has agreed to grant such indemnification, or is or was serving at the request of the Registrant as a director, officer or employee of another corporation, trust or enterprise. Since November 6, 1964, there has been in effect a directors and officers liability insurance policy which, commencing November 6, 1986, has been with the Federal Insurance Company. The coverage extends to wrongful acts such as breach of duty and negligence, but does not extend to acts proven to be dishonest. Currently, the coverage is subject to a deductible amount of $750,000 with a policy limit of $25,000,000. The Registrant pays the premiums for this policy. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS See Exhibit Index. Item 9. 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) -3- 4 which, individually or in the aggregate, represents a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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 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 10th day of March, 1995. RYDER SYSTEM, INC. 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 ---- ----- ---- (S> M. ANTHONY BURNS Chairman of Board, - ---------------------- President and M. Anthony Burns Chief Executive Officer (Principal Executive Officer) March 10, 1995 EDWIN A. HUSTON Senior Executive Vice - ---------------------- President - Finance Edwin A. Huston and Chief Financial Officer (Principal Executive Officer) March 10, 1995 ANTHONY G. TEGNELIA Senior Vice Presi- - ---------------------- dent and Controller Anthony G. Tegnelia (Principal Accounting Officer) March 10, 1995 ARTHUR H. BERNSTEIN Director - ---------------------- March 10, 1995 Arthur H. Bernstein* Director - ---------------------- March 10, 1995 Edward T. Foote II
-5- 6 JOHN A. GEORGES Director - ---------------------- March 10, 1995 John A. Georges* VERNON E. JORDAN, JR. Director - ---------------------- March 10, 1995 Vernon E. Jordan, Jr.* HOWARD C. KAUFFMANN Director - ---------------------- March 10, 1995 Howard C. Kauffmann* DAVID T. KEARNS Director - ---------------------- March 10, 1995 David T. Kearns* LYNN M. MARTIN Director - ---------------------- March 10, 1995 Lynn M. Martin* JAMES W. MCLAMORE Director - ---------------------- March 10, 1995 James W. McLamore* PAUL J. RIZZO Director - ---------------------- March 10, 1995 Paul J. Rizzo* DONALD V. SEIBERT Director - ---------------------- March 10, 1995 Donald V. Seibert* HICKS B. WALDRON Director - ---------------------- March 10, 1995 Hicks B. Waldron* ALVA O. WAY Director - -------------------- March 10, 1995 Alva O. Way* MARK H. WILLES Director - -------------------- March 10, 1995 Mark H. Willes* YASMINE B. ZYNE - -------------------- *By: Yasmine B. Zyne March 10, 1995 Attorney-in-Fact
-6- 7 The Plan. Pursuant to the requirements of the Securities Act of 1933, the Retirement Committee, Administrator of the Ryder System, Inc. Savings Restoration Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on the 10th day of March, 1995. RYDER SYSTEM, INC. SAVINGS RESTORATION PLAN By: /s/ C. ROBERT CAMPBELL -------------------------------- Name: C. Robert Campbell On behalf of the Retirement Committee, Administrator of the Savings Restoration Plan -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 Registrant, as amended through November 23, 1993, previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, are incorporated by reference herein. * (b) Restated Articles of Incorporation of the Registrant, dated November 8, 1985, as amended through May 18, 1990, previously filed with the Commission as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, are incorporated by reference herein. * (c) Rights Agreement between the Registrant and 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 Registrant's Registration Statement on Form 8-A dated March 7, 1986, is incorporated by reference herein. * (d) The Amendment to Rights Agreement between the Registrant and First Chicago Trust Company of New York dated as of July 28, 1989, previously filed with the Commission as an exhibit to the Registrant's Amendment to Application or Report on Form 8-K dated August 2, 1989 is incorporated herein by reference. *
- ----------------------------------- * Incorporated by reference as indicated herein. -8- 9
Exhibit Registration Table Statement Number Exhibit Page - ------ ------- ------------ (5) Opinions re legality: (a) Opinion of James M. Herron, Esq., Senior Executive Vice President and General Counsel of the Registrant. 10 (15) Letter re unaudited interim financial information: (a) Letter from KPMG Peat Marwick LLP concerning unaudited interim financial information. 12 (23) Consents of experts and counsel: (a) Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 13 (b) Consent of Counsel for the Registrant is included in Exhibit (5)(a). (24) Powers of Attorney: (a) Arthur H. Bernstein 14 (b) John A. Georges 15 (c) Vernon E. Jordan, Jr. 16 (d) Howard C. Kauffmann 17 (e) David T. Kearns 18 (f) Lynn M. Martin 19 (g) James W. McLamore 20 (h) Paul J. Rizzo 21 (i) Donald V. Seibert 22 (j) Hicks B. Waldron 23 (k) Alva O. Way 24 (l) Mark H. Willes 25 (28) Information from reports furnished to state insurance regulatory authorities: None (99) Additional Exhibits: None.
-9- EX-5.A 2 OPINION OF JAMES M. HERRON 1 EXHIBIT 5(a) (LOGO) RYDER March 9, 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. Savings Restoration Plan (the "Plan"). In the course thereof, I have examined such records of the Company, certificates of officers of the Company, and other documents as I have deemed relevant and necessary as a basis for the opinions set forth below. In giving the opinions expressed below, I do not purport to be an expert in the laws of any jurisdiction other than the State of Florida and the United States. Based upon the foregoing, and relying upon statements of fact contained in the documents referred to, I am of the opinion that: 1. All necessary corporate action with respect to the authorization of the Interests under the Plan has been taken by the Company. 2. Any Interests issued in connection with the Plan will be validly issued, fully paid, and non-assessable when the Registration Statement and any amendments thereto shall have become effective. 3. Because the Plan is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of highly compensated employees, the Plan is not qualified under Section 401 of the Internal Revenue Code of 1986, as amended, and the Plan is exempt from participation, vesting, funding, and fiduciary requirements of 2 Securities and Exchange Commission March 9, 1995 Page 2 Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Further, benefits under the Plan are not guaranteed under Title IV of ERISA. I hereby consent to the filing of a copy of this Opinion as an exhibit to the Registration Statement on Form S-8 and to the use of my name therein. Yours sincerely, /s/ James M. Herron ------------------------ James M. Herron EX-15.A 3 LETTER FROM KPMG PEAT MARWICK 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. Savings Restoration Plan 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, KPMG Peat Marwick LLP Miami, Florida March 10, 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. Savings Restoration Plan, 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. KPMG PEAT MARWICK LLP Miami, Florida March 10, 1995 EX-24.A 5 POWER OF ATTORNEY FOR ARTHUR ANDERSON 1 EXHIBIT 24(a) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Arthur H. Bernstein ---------------------------------- Arthur H. Bernstein STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Arthur H. Bernstein, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.B 6 POWER OF ATTORNEY JOHN A. GEORGES 1 EXHIBIT 24(b) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. John A. Georges ---------------------------------- John A. Georges STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared John A. Georges, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.C 7 POWER OF ATTORNEY VERNON E. JORDAN, JR. 1 EXHIBIT 24(c) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Vernon E. Jordan, Jr. ---------------------------------- Vernon E. Jordan, Jr. STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Vernon E. Jordan, Jr. personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.D 8 POWER OF ATTORNEY HOWARD C. HAUFMANN 1 EXHIBIT 24(d) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Howard C. Kauffmann ---------------------------------- Howard C. Kauffmann STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Howard C. Kauffmann, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.E 9 POWER OF ATTORNEY DAVID T. KEARNS 1 EXHIBIT 24(e) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. David T. Kearns ---------------------------------- David T. Kearns STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared David T. Kearns, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.F 10 POWER OF ATTORNEY LYNN M. MARTIN 1 EXHIBIT 24(f) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Lynn M. Martin ---------------------------------- Lynn M. Martin STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Lynn M. Martin, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.G 11 POWER OF ATTORNEY JAMES W. MC LAMORE 1 EXHIBIT 24(g) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. James W. McLamore ---------------------------------- James W. McLamore STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared James W. McLamore, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.H 12 POWER OF ATTORNEY PUAL J. RIZZ 1 EXHIBIT 24(h) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Paul J. Rizzo ---------------------------------- Paul J. Rizzo STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Paul J. Rizzo, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.I 13 POWER OF ATTORNEY DONALD V. SIEBERT 1 EXHIBIT 24(i) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Donald V. Seibert ---------------------------------- Donald V. Seibert STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Donald V. Seibert, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.J 14 POWER OF ATTORNEY HICKS B. WALDRON 1 EXHIBIT 24(j) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Hicks B. Waldron ---------------------------------- Hicks B. Waldron STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Hicks B. Waldron, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.K 15 POWER OF ATTORNEY ALUA O. WAY 1 EXHIBIT 24(k) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Alva O. Way ---------------------------------- Alva O. Way STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Alva O. Way, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: EX-24.L 16 POWER OF ATTORNEY MARK H. WILLES 1 EXHIBIT 24(l) 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. Savings Restoration Plan and any and all amendments thereto and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with the New York Stock Exchange, Chicago Stock Exchange, and Pacific Stock Exchange, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Mark H. Willes ---------------------------------- Mark H. Willes STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me appeared Mark H. Willes, personally known to me and known to me to be the person described in and who executed the foregoing instrument, and acknowledged to and before me this 17th day of February, 1995 that he or she executed said instrument for the purposes therein expressed. Witness my hand and official seal: Lourdes Palomares ---------------------------------- Notary Public My commission expires: -----END PRIVACY-ENHANCED MESSAGE-----