-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NS5nTLTf7x81SyyOwtGWJxedSTiRqeLusnYMZNl8/VOKKWVu7q1tIZgw7iz6APdK dgQvquUBFiIs5R3IMoLl0g== 0000950170-97-000534.txt : 19970508 0000950170-97-000534.hdr.sgml : 19970508 ACCESSION NUMBER: 0000950170-97-000534 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19970507 EFFECTIVENESS DATE: 19970507 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: 333-26653 FILM NUMBER: 97597611 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 As filed with the Securities and Exchange Commission on May 7, 1997 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. BOARD OF DIRECTORS STOCK AWARD PLAN (Full title of the plan) JAMES M. HERRON Ryder System, Inc. 3600 N.W. 82ND AVENUE, MIAMI, FLORIDA 33166 (305) 500-3283 --------------------------------------------------------- (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) 200,000 shares $32.56(1) $6,512,000(1) $1,973 Preferred Share Purchase Rights 200,000 rights (2) -- -- -- (3) ===================================================================================================== - ---------- (1) Computed pursuant to Rule 457(c) solely for the purpose of calculating the registration fee and not as a representation as to any actual proposed price. This amount is based on the average of the high and low prices of such Common Stock on May 5, 1997 on the consolidated reporting system. (2) The preferred share purchase rights (the "Rights") of Ryder System, Inc. (the "Company") are attached to and trade with the Common Stock of the Company. Any value attributable to the Rights is reflected in the market price of the Common Stock. Such additional securities are also being registered hereby as may become issuable under the Plan as a result of applicable anti-dilution provisions. (3) Since no separate consideration is paid for the Rights, the registration fee for such securities is included in the registration fee for the Company's Common Stock.
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, 1996. (b) All other reports filed by the Company or the Ryder System, Inc. Board of Directors Stock Award Plan (the "Plan") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the fiscal year covered by the annual report referred to in (a) above. (c) The description of the Company's common stock, par value $.50, contained in its Registration Statement on Form S-3, No. 33-33600 filed on February 27, 1990, as amended, with the Commission. (d) The description of the Company's preferred share purchase rights contained in its Registration Statement on Form 8-A filed on April 3, 1996 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 Yasmine B. Zyne, Assistant General Counsel of the Company. Ms. Zyne owns beneficially 2,225 -2- shares of common stock of the Company and directly owns options to purchase 20,275 shares of common stock. 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. The company maintains directors and officers liability insurance coverage which 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 policy limits of $40,000,000. The Company pays the premium for this coverage. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS. See Exhibit Index. Item 9. UNDERTAKINGS. (a) The undersigned Company 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- 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 by the Company 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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company'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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. -4- SIGNATURES THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the Company 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 7th day of May, 1997. RYDER SYSTEM, INC. (Company) By: /s/ 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 the Board, - ---------------------- President and M. Anthony Burns Chief Executive Officer (Principal Executive Officer) May 7, 1997 /s/ EDWIN A. HUSTON Senior Executive Vice - ---------------------- President - Finance and Edwin A. Huston Chief Financial Officer (Principal Financial Officer) May 7, 1997 /s/ GEORGE P. SCANLON Vice President and - ---------------------- Controller (Principal George P. Scanlon Accounting Officer) May 7, 1997 -5- /s/ JOSEPH L. DIONNE Director May 7, 1997 - ------------------------ Joseph L. Dionne* /s/ EDWARD T. FOOTE II Director May 7, 1997 - ------------------------ Edward T. Foote II* /s/ JOHN A. GEORGES Director May 7, 1997 - ------------------------ John A. Georges* /s/ VERNON E. JORDAN, JR. Director May 7, 1997 - ------------------------- Vernon E. Jordan, Jr.* /s/ DAVID T. KEARNS Director May 7, 1997 - ------------------------- David T. Kearns* /s/ LYNN M. MARTIN Director May 7, 1997 - ------------------------- Lynn M. Martin* /s/ PAUL J. RIZZO Director May 7, 1997 - ------------------------- Paul J. Rizzo* /s/ ALVA O. WAY Director May 7, 1997 - ------------------------- Alva O. Way* /s/ MARK H. WILLES Director May 7, 1997 - ------------------------- Mark H. Willes* /s/ YASMINE B. ZYNE - ------------------------ *By: Yasmine B. Zyne Attorney-in-Fact -6- EXHIBIT INDEX EXHIBIT REGISTRATION TABLE STATEMENT NUMBER EXHIBIT PAGE - ------ ------ ----------- (4) Instruments defining the rights of security olders, 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 Boston Equiserve, L.P., dated as of March 8, 1996, previously filed with the Commission as an exhibit to the Company's Registration Statement on Form 8-A dated April 3, 1996, is incorporated by reference herein. * - -------------------- * Incorporated by reference as indicated herein. -7- EXHIBIT INDEX (continued) EXHIBIT REGISTRATION TABLE STATEMENT NUMBER EXHIBIT PAGE - ------ ------- ------------ (5) Opinions re legality: (a) Opinion of Yasmine B. Zyne, Esq., Assistant General Counsel of the Company. 10 (23) Consents of experts and counsel: (a) Consent of KPMG Peat Marwick LLP, Independent Certified Public Accountants. 12 (b) Consent of Counsel for the Company is included in Exhibit (5)(a). - -------------------- * Incorporated by reference as indicated herein. -8- EXHIBIT INDEX ---------------- (continued) EXHIBIT REGISTRATION TABLE STATEMENT NUMBER EXHIBIT PAGE - ------ ------- ------------ (24) Powers of Attorney: (a) Joseph L. Dionne 13 (b) Edward T. Foote II 14 (c) John A. Georges 15 (d) Vernon E. Jordan, Jr. 16 (e) David T. Kearns 17 (f) Lynn M. Martin 18 (g) Paul J. Rizzo 19 (h) Alva O. Way 20 (i) Mark H. Willes 21 (28) Information from reports furnished to state insurance regulatory authorities: None (99) Additional exhibits: None -9- EX-5.A 2 EXHIBIT 5A May 7, 1997 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 under the Securities Act of 1933, as amended, through the filing of a Registration Statement on Form S-8, of 200,000 shares of the Company's common stock, $.50 par value ("Common Stock"), to be offered for purchase by non-employee directors under the Company's Board of Directors Stock Award Plan (the "Plan") and in connection with the issuance by the Company of the preferred share purchase rights attached to such shares (the "Rights"). 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 shares of Common Stock and the Rights under the Plan has been taken by the Company; and 2. Such shares of Common Stock, when issued or transferred from treasury shares upon exercise of options or awards under the Plan, and the Rights issued in connection with such shares, will be legally issued, fully paid, and non-assessable. Securities and Exchange Commission May 7, 1997 Page 2 I hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement on Form S-8 filed in connection with the registration of the aforementioned 200,000 shares and to the use of my name therein. Yours sincerely, /s/ YASMINE B. ZYNE ------------------ Yasmine B. Zyne EX-23.A 3 EXHIBIT 23A INDEPENDENT AUDITORS' CONSENT The Board of Directors Ryder System, Inc.: We consent to the use of our report dated February 4, 1997, which report is incorporated by reference in the Annual Report on Form 10-K of Ryder System, Inc. for the year ended December 31, 1996, which Form 10-K is incorporated by reference into this Registration Statement on Form S-8, for the Ryder System, Inc. Board of Directors Stock Award Plan. Our report refers to a change in the method of accounting for charitable contributions in 1995. /s/KPMG PEAT MARWICK LLP Miami Florida May 6, 1997 EX-24.A 4 EXHIBIT 24A 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ JOSEPH L. DIONNE ---------------------------- Joseph L. Dionne STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Joseph L. Dionne, 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.B 5 EXHIBIT 24B 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ EDWARD T. FOOTE II ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES --------------------------- Notary Public My Commission Expires: (Seal) EX-24.C 6 EXHIBIT 24C 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ JOHN A. GEORGES ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.D 7 EXHIBIT 24D 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ VERNON E. JORDAN, JR. ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.E 8 EXHIBIT 24E 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ DAVID T. KEARNS ---------------------------- David T. Kearns STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared David T. Kearns, 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 21st day of February, 1997. /s/ LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.F 9 EXHIBIT 24F 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ LYNN M. MARTIN ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.G 10 EXHIBIT 24G 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ PAUL J. RIZZO ---------------------------- Paul J. Rizzo STATE OF FLORIDA ) ) ss: COUNTY OF DADE ) Before me personally appeared Paul J. Rizzo, 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 21st day of February, 1997. LOURDES PAOLMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.H 11 EXHIBIT 24H 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ ALVA O. WAY ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) EX-24.I 12 EXHIBIT 24I 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 Statement for the Ryder System, Inc. Board of Directors Stock Award 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. /s/ MARK H. WILLES ---------------------------- 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 21st day of February, 1997. LOURDES PALOMARES ---------------------------- Notary Public My Commission Expires: (Seal) -----END PRIVACY-ENHANCED MESSAGE-----