sv3asr
As filed with the Securities and
Exchange Commission on February 25, 2010
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
RYDER SYSTEM, INC.*
(Exact Name of Registrant as
Specified in Its Charter)
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Florida
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59-0739250
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification
Number)
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11690 NW 105th Street
Miami, Florida
33178-1103
(305) 500-3726
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Robert D.
Fatovic, Esq.
Ryder System, Inc.
11690 NW 105th Street
Miami, Florida
33178-1103
(305) 500-3726
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Kara L. MacCullough, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3000
Miami, FL 33131
(305) 374-8500
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Edward S. Best, Esq.
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
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Approximate date of commencement of proposed sale to the
public: From time to time after this registration
statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following
box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller
reporting company)
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*
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Additional eligible registrants may
be added by automatically effective post-effective amendments
pursuant to Rule 462(f).
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CALCULATION
OF REGISTRATION FEE
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Amount to be registered
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Proposed Maximum Offering Price Per Unit
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Title of Each Class of
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Proposed Maximum Aggregate Offering Price
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Securities to be Registered*
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Amount of Registration Fee
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Debt Securities
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(2)
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Common Stock
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Preferred Stock
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Depositary Shares(1)
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Warrants
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Stock Purchase Contracts
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Stock Purchase Units
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Units(3)
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*
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Additional securities (including
securities to be issued by additional registrants) may be added
by automatically effective post-effective amendments pursuant to
Rule 413.
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(1)
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Each depositary share will be
issued under a deposit agreement and will be evidenced by a
depositary receipt.
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(2)
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An indeterminate aggregate offering
price or number of securities of each identified class is being
registered as may from time to time be offered at indeterminate
prices. Separate consideration may or may not be received for
securities that are issuable on exercise, conversion or exchange
of other securities. In accordance with Rules 456(b) and
457(r), the registrant is deferring payment of all of the
registration fee.
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(3)
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Any securities registered hereunder
may be sold separately or as units with other securities
registered hereunder.
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Prospectus
RYDER SYSTEM, INC.
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
Warrants
Stock Purchase
Contracts
Stock Purchase Units
We, Ryder System, Inc., may offer from time to time, debt
securities, shares of common stock, shares of preferred stock,
depositary shares, warrants, stock purchase contracts and stock
purchase units in one or more series, in amounts, at prices and
on terms to be determined at the time of offering.
When we offer securities pursuant to this prospectus, we will
deliver to you this prospectus as well as a prospectus
supplement setting forth the specific terms of the securities
being offered. We urge you to read carefully this prospectus and
the accompanying prospectus supplement before you make your
investment decision. This prospectus may not be used to
consummate sales of securities unless accompanied by a
prospectus supplement.
Our common stock is listed on the New York Stock Exchange under
the symbol R. Any common stock sold pursuant to a
prospectus supplement will be listed on such exchange, subject
to official notice of issuance.
Any debt securities issued under this prospectus will be
unsecured and unsubordinated and will rank equal in right of
payment with all our other unsecured and unsubordinated
indebtedness from time to time outstanding.
We may sell the securities to or through underwriters and also
may sell the securities directly to other purchasers or through
agents or dealers.
Investing in our securities
involves risk. See Risk Factors on page 1 of
this prospectus. You should carefully review the risks and
uncertainties described under the heading Risk
Factors contained in the applicable prospectus supplement,
and under similar headings in the other documents that are
incorporated by reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is February 25, 2010.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement filed by us
with the Securities and Exchange Commission, or the SEC,
utilizing a shelf registration process. Under this
shelf process, we may, from time to time, sell any combination
of securities described in this prospectus in one or more
offerings. This prospectus provides you with a general
description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering.
The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both
this prospectus and any applicable prospectus supplement
together with additional information described under the heading
Where You Can Find More Information.
As used in this prospectus, company, we,
our and us refer only to Ryder System,
Inc. and not any of its subsidiaries, except where the context
otherwise requires or as otherwise indicated.
RYDER
SYSTEM, INC.
We operate in three reportable business segments: (1) Fleet
Management Solutions, which provides full service leasing,
contract maintenance, contract-related maintenance and
commercial rental of trucks, tractors and trailers to customers
principally in the U.S., Canada and the U.K.; (2) Supply
Chain Solutions, which provides comprehensive supply chain
solutions including distribution and transportation services
throughout North America and Asia; and (3) Dedicated
Contract Carriage, which provides vehicles and drivers as part
of a dedicated transportation solution in the U.S. Our
customers range from small businesses to large international
enterprises. These customers operate in a wide variety of
industries, the most significant of which include automotive,
electronics, transportation, grocery, lumber and wood products,
food service and home furnishings.
We were incorporated in Florida in 1955. Our principal executive
offices are located at 11690 NW 105th Street, Miami,
Florida
33178-1103.
Our telephone number is
(305) 500-3726.
RISK
FACTORS
Investing in our securities involves risks. Potential investors
are urged to read and consider the risk factors relating to an
investment in our company described in our Annual Report on
Form 10-K
and our Quarterly Reports on
Form 10-Q
filed with the SEC and incorporated by reference in this
prospectus. The risks and uncertainties described in those
documents are not the only ones facing our company. Additional
risks and uncertainties not presently known to us or that we
currently consider immaterial may also affect our business
operations. A prospectus supplement applicable to each type or
series of securities we offer will also contain a discussion of
any material risks applicable to the particular type of
securities we are offering under that prospectus supplement.
Before making an investment decision, you should carefully
consider these risks as well as other information we include or
incorporate by reference in this prospectus and any prospectus
supplement.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Forward-looking statements (within the meaning of the Private
Securities Litigation Reform Act of 1995) are statements
that relate to expectations, beliefs, projections, future plans
and strategies, anticipated events or trends concerning matters
that are not historical facts. These statements are often
preceded by or include the words believe,
expect, intend, estimate,
anticipate, will, may,
could, should or similar expressions.
This prospectus and the documents incorporated by reference in
this prospectus contain forward-looking statements including,
but not limited to, statements regarding:
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our expectations as to anticipated revenue and earnings trends
and future economic conditions specifically, earnings per share,
operating revenue, used vehicle sales results, contract revenue
declines, non-renewal of automotive contracts, commercial rental
growth and freight volume projections;
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the economic and business impact of our strategy to continue
supply chain operations in the U.S., Canada, Mexico and Asia
markets and discontinue supply chain operations in South America
and Europe, and our workforce reductions;
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the anticipated pre-tax annual savings from our global cost
savings initiatives;
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our ability to successfully achieve the operational goals that
are the basis of our business strategies, including offering
competitive pricing and value-added differentiation,
diversifying our customer base, optimizing asset utilization,
leveraging the expertise of our various business segments,
serving our customers global needs and expanding our
support services;
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impact of losses from conditional obligations arising from
guarantees;
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number of vehicles no longer earning revenue in inventory, and
the size of our commercial rental fleet, for 2010;
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estimates of free cash flow and capital expenditures for 2010;
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the adequacy of our accounting estimates and reserves for
pension expense, depreciation and residual value guarantees,
self-insurance reserves, goodwill impairment, accounting changes
and income taxes;
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our ability to fund all of our operations for the foreseeable
future through internally generated funds and outside funding
sources;
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our expected level of use of outside funding sources;
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the anticipated impact of fuel price fluctuations;
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our expectations as to future pension expense and contributions,
the impact of pension legislation, as well as the effect of the
freeze of our pension plans on our benefit funding requirements;
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our expectations relating to withdrawal liability and funding
levels of multi-employer plans;
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the status of our unrecognized tax benefits for 2009 related to
U.S. federal, state and foreign tax positions and the
impact of recent state tax law changes;
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the anticipated deferral of tax gains on disposal of eligible
revenue earning equipment pursuant to our vehicle like-kind
exchange program;
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our expectations regarding the completion and ultimate outcome
of certain tax audits;
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the anticipated effects of our decision to resume our share
repurchase program;
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the ultimate disposition of legal proceedings and estimated
environmental liabilities;
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our expectations relating to compliance with new regulatory
requirements; and
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our expectations regarding the effect of the adoption of recent
accounting pronouncements.
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These statements, as well as other forward-looking statements
contained in this prospectus and the documents incorporated by
reference in this prospectus, are based on our current plans and
expectations and are subject to risks, uncertainties and
assumptions. We caution readers that certain important factors
could cause actual results and events to differ significantly
from those expressed in any forward-looking statements. These
factors include, among others, the following:
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our ability to obtain adequate profit margins for our services,
including the potential impact of sudden or unusual changes in
fuel prices and our ability to manage our cost structure and
unexpected volume declines;
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the impact of challenging economic and market conditions on
lease sales, the commercial rental market or the sale of used
vehicles and our ability to maintain current pricing levels;
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changes in financial, tax or regulatory requirements with which
we or our customers must comply, including regulations regarding
vehicle emissions and changes that would limit our
customers ability to commit to long-term vehicle leases;
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increased debt costs that we may incur resulting from volatile
financial markets or a decrease in our credit ratings;
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our ability to successfully compete, attract new customers and
retain existing customers, including key customers in the Supply
Chain Solutions (SCS) business segment;
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automotive plant shutdowns, shift eliminations, labor strikes or
work stoppages affecting our or our customers business
operations;
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the financial condition of our customers and any unexpected
reserves or write-offs due to the deterioration of the credit
worthiness or bankruptcy of our customers;
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the resale market for used vehicles, our ability to properly
maintain our vehicle inventory and other factors that could
adversely affect the residual value of our vehicles;
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unfavorable market conditions affecting the timing and impact of
share repurchases;
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our ability to achieve planned synergies and customer retention
levels from acquisitions;
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our ability to adequately estimate reserves and accruals,
particularly with respect to pension, taxes and insurance; and
changes in obligations relating to multi-employer plans; and
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new accounting pronouncements, rules or interpretations and the
adequacy of accounting estimates.
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The risks included here are not exhaustive. New risk factors
emerge from time to time and it is not possible for management
to predict all such risk factors or to assess the impact of such
risk factors on our business. As a result, no assurance can be
given as to our future results or achievements. You should not
place undue reliance on the forward-looking statements contained
herein, which speak only as of the date of this prospectus. We
do not intend, or assume any obligation, to update or revise any
forward-looking statements contained in this prospectus, whether
as a result of new information, future events or otherwise,
except as required by law.
USE OF
PROCEEDS
Unless otherwise specified in the applicable prospectus
supplement, we intend to use the net proceeds from the sale of
the securities offered by this prospectus for general corporate
purposes, which may include the repayment of indebtedness,
working capital, capital expenditures, acquisitions and the
repurchase of shares of our equity securities. Pending use for
these purposes, we may invest proceeds from the sale of the
securities in short-term marketable securities.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed
charges for the company for each of the years in the five-year
period ended December 31, 2009. For purposes of computing
the ratio of earnings to fixed charges, fixed charges consist of
interest expense and other financial charges plus interest
capitalized and that portion (one third) of rental expense
considered to be interest. Earnings are computed by adding
amortization of capitalized interest and fixed charges, less
capitalized interest, to earnings from continuing operations
before income taxes and cumulative effect of changes in
accounting principles. Because we had no shares of preferred
stock outstanding during any of the periods presented or as of
the date of this prospectus, we do not separately present the
ratio of earnings to combined fixed charges and preferred stock
dividends.
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2009
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2008
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2007
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2006
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2005
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1.70
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2.86
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2.81
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x
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2.94
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x
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3.00
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x
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DESCRIPTION
OF THE DEBT SECURITIES
The following is a description of the general terms and
provisions that may apply to the debt securities. The particular
terms of any debt securities offered hereby will be described in
the prospectus supplement relating to those debt securities
which may add, update or change the terms described in this
prospectus. To review the terms of any debt securities offered
by this prospectus, you must review both this prospectus and the
relevant prospectus supplement.
The debt securities will be issued from time to time under the
Indenture dated as of October 3, 2003 between us and The
Bank of New York Mellon Trust Company, N.A., as trustee.
The indenture is subject to and governed by the
Trust Indenture Act of 1939, as amended.
Following is a brief description of certain provisions of the
indenture. This description is not complete and is subject to
the detailed provisions of the indenture. The indenture is
incorporated by reference into the registration statement of
which this prospectus is a part. Section references appearing
below are to the indenture. Whenever particular provisions of
the indenture are referenced, such provisions are incorporated
by reference as part of the statement made, and the statement is
qualified in its entirety by such reference. Any capitalized
term used in this description and not defined shall have the
meaning given to such term in the indenture. We urge you to read
the indenture (and any amendments thereto) in its entirety
because it, and not the following description, defines your
rights as a holder of debt securities.
General
The indenture does not limit the amount of debt securities that
we may issue. We may issue the debt securities without limit as
to aggregate principal amount, in one or more series, in each
case as established from time to time in or pursuant to
authority granted by a resolution of our Board of Directors or
as established in one or more supplemental indentures.
Unless otherwise provided in the prospectus supplement
accompanying this prospectus, the debt securities will be issued
in fully registered form without coupons (registered
securities). In addition, debt securities may be issued in
the form of one or more global securities (each a global
security). Registered securities which are book-entry
securities (book-entry securities) will be issued as
registered global securities.
Debt securities of a single series may be issued at various
times with different maturity dates and different principal
repayment provisions, may bear interest at different rates, may
be issued at or above par or with an original issue discount,
and may otherwise vary, all as provided in the indenture.
The debt securities will be unsecured and unsubordinated general
obligations of our company and will rank equal in right of
payment with all our other unsecured and unsubordinated
indebtedness from time to time outstanding.
Reference is made to the prospectus supplement relating to the
particular series of debt securities for the following terms of
such debt securities:
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the title of such debt securities;
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the principal amount of such debt securities;
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if it is a series of debt securities, the total amount
authorized and the amount outstanding as of the most recent
practicable date;
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the initial public offering price;
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the currency of payment;
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the date or dates on which the principal of such debt securities
is payable;
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the rate or rates, if any, (which may be zero) at which such
debt securities will bear interest or the method for calculating
such rate, if any, including, if applicable, any remarketing or
similar procedure;
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the date or dates from which such interest will accrue, the date
or dates on which such interest will be payable, if any, and the
record date for the interest payable on any interest payment
date;
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whether such debt securities will be issued as registered
securities or bearer securities or both;
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the place where the principal of and interest on such debt
securities will be payable;
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the period or periods, if any, within which, the price or prices
at which and the terms and conditions upon which such debt
securities may be redeemed by us;
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whether we are obligated to redeem or purchase such debt
securities pursuant to any sinking fund or at the option of a
holder thereof, and the terms and conditions upon which such
debt securities shall be redeemed or purchased pursuant to such
obligation;
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any provisions for the remarketing of the debt securities;
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if other than denominations of $1,000 and integral multiples
thereof, the denominations in which such debt securities shall
be issuable;
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if other than the principal amount thereof, the portion of the
principal amount of such debt securities which shall be payable
upon declaration of acceleration of the maturity thereof;
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whether the offered debt securities are to be issued in whole or
in part in the form of one or more global securities and, if so,
the identity of the depositary for such global security or
securities and the terms and conditions, if any, upon which such
global securities may be exchanged for individual certificates;
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whether and under what circumstances we will pay Additional
Amounts (as defined below) to any holder of offered debt
securities who is not a United States person in respect of any
tax, assessment or other governmental charge required to be
withheld or deducted and, if so, whether we will have the option
to redeem rather than pay any Additional Amounts;
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whether such debt securities will be convertible into shares of
common stock
and/or
exchangeable for other securities, whether or not issued by us
and, if so, the terms and conditions upon which such debt
securities will be convertible or exchangeable;
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any additions, deletions or modifications to the covenants,
events of default or our ability to discharge our obligations
set forth in the indenture, that will be applicable with respect
to the offered debt securities; and
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any other terms not inconsistent with the indenture. (Section
2.02.)
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A debt security will not be valid until authenticated by the
manual signature of the trustee or an authenticating agent. Such
signature will be conclusive evidence that the debt security has
been authenticated under the indenture. (Section 2.03.)
Some of the debt securities may be issued as original issue
discount debt securities. Original issue discount securities
bear no interest or bear interest at below-market rates. These
securities are sold at a discount below their stated principal
amount. If we issue these securities, the prospectus supplement
will describe any special tax, accounting, or other
considerations relevant to these securities.
Transfer
and Exchange
We will maintain an office or agency in The City of New York
where registered debt securities may be presented for
registration of transfer or exchange (registrar).
Unless otherwise provided in the prospectus supplement, a
registered holder of debt securities will be able to transfer
registered debt securities at the office of the registrar we
name in the prospectus supplement. The registered holder may
also exchange registered debt securities at the office of the
registrar for an equal aggregate principal amount of registered
debt securities of the series having the same maturity date,
interest rate and other terms as long as the debt securities are
issued in authorized denominations. (Sections 2.05, 2.08
and 4.04.)
5
Neither we nor the trustee will impose a service charge for any
transfer or exchange of a debt security; however, a holder may
be required to pay any tax or governmental charge in connection
with a transfer or exchange of a debt security.
For a discussion of certain restrictions on the registration,
transfer and exchange of global securities, see
Global Securities. If we fail to
maintain a registrar the trustee will act as such. We or any of
our subsidiaries may act as registrar.
Certain
Definitions
A summary of the definitions of certain terms used in the
indenture follows (reference should be made to Article I of
the indenture for complete definitions of the following and
other terms):
Additional Amounts means any additional
amounts which are required by a debt security or by or pursuant
to a board resolution, under circumstances specified therein, to
be paid by us in respect of certain taxes, assessments or other
governmental charges imposed on certain holders of debt
securities.
After-Acquired Indebtedness means
(a) pre-existing indebtedness assumed by us or a Restricted
Subsidiary as a result of the purchase, takeover or other
acquisition of the assets or stock of an entity other than a
Subsidiary of the company, (b) mortgages or liens on
property existing at the time of acquisition of said property
and (c) indebtedness of an Unrestricted Subsidiary which is
outstanding at the time such Unrestricted Subsidiary becomes a
Restricted Subsidiary subsequent to the date of the indenture.
Consolidated when used with respect to any
other term, means such term as reflected in a consolidation of
the accounts of the company and its Restricted
Subsidiaries in accordance with generally accepted
accounting principles.
Foreign Financing Subsidiary means any
subsidiary not organized under the laws of the United States of
America or any state thereof, engaged in the business of lending
to the company or its Restricted Subsidiaries or borrowing on
behalf of the company or its Restricted Subsidiaries.
Indebtedness means all indebtedness other
than Subordinated Indebtedness of the company or its Restricted
Subsidiaries for borrowed money or leasing obligations which
have been created, incurred or assumed as reflected on the
Consolidated balance sheet of the company and its Restricted
Subsidiaries, and any indebtedness of other parties guaranteed
by the company or its Restricted Subsidiaries, without
duplication.
Intercompany Indebtedness means any
Indebtedness owed directly between the company
and/or its
Restricted Subsidiaries.
Leasing Indebtedness means the capitalized
Indebtedness of any leasing obligations on personal property.
Net Tangible Assets means the total amounts
of assets as reflected on the Consolidated balance sheet of the
company and its Restricted Subsidiaries, after appropriate
deduction for minority interests, less: (a) all goodwill,
operating rights, patents, trade-names, unamortized debt expense
and other intangibles, (b) amounts invested in, advanced
to, or equity in Unrestricted Subsidiaries and
(c) unamortized debt discount.
Original Issue Discount Debt Security means a
debt security which provides that an amount less than the
principal amount thereof shall become due and payable upon
acceleration of the maturity or redemption thereof, or any debt
security which for United States Federal income tax purposes
would be considered an original issue discount debt security.
Real Property Indebtedness means Indebtedness
secured by real property acquired by the company or any of its
Restricted Subsidiaries after the date of the indenture,
including both mortgage and lease financing.
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Restricted Subsidiary means any Subsidiary
other than an Unrestricted Subsidiary.
Secured Indebtedness means Indebtedness
secured by a pledge of, or mortgage, lien or security interest
on, or title to any property, as well as any unsecured
Indebtedness of any Restricted Subsidiary other than a Foreign
Financing Subsidiary.
Unrestricted Subsidiary means (a) any
Subsidiary (other than a Foreign Financing Subsidiary)
substantially all of the property of which is located or
substantially all of the business of which is conducted outside
of the United States of America or its possessions,
Canada or the United Kingdom and (b) any other
Subsidiary (including, if so designated, a Foreign Financing
Subsidiary) so designated by our board of directors or our chief
executive officer.
Certain
Covenants
Limitation
on Secured Indebtedness.
Unless otherwise provided in the prospectus supplement, we will
not, and will not permit any Restricted Subsidiary, to create,
incur or assume any Secured Indebtedness unless the debt
securities then outstanding are equally and ratably secured,
with the following exceptions:
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Secured Indebtedness existing at the date of the indenture,
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Indebtedness of a corporation in existence at the time it
becomes a Restricted Subsidiary,
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After-Acquired Indebtedness,
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Intercompany Indebtedness secured in favor of us or any
Restricted Subsidiary,
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Indebtedness deemed to be Secured Indebtedness by virtue of
certain liens or charges which are not yet due or are payable
without penalty or of which the amount, applicability or
validity is being contested in good faith by appropriate
proceedings and for which we or a Restricted Subsidiary will
have set aside on our or its books reserves which we or it deems
to be adequate,
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Industrial revenue bond Indebtedness,
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Real Property Indebtedness,
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Leasing Indebtedness not to exceed a total of 10% of
Consolidated Net Tangible Assets, and
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All other Secured Indebtedness (in addition to that otherwise
permitted above) not to exceed a total of 20% of Consolidated
Net Tangible Assets. (Section 4.06.)
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Limitation
on Investments in Unrestricted Subsidiaries.
The company will not, and will not permit any Restricted
Subsidiary to, make any investment in, or transfer any assets
to, an Unrestricted Subsidiary if immediately thereafter the
company would be in breach or in default in the performance of
any covenant or warranty of the company contained in the
indenture. (Section 4.07)
Limitation
on Permitting Restricted Subsidiaries to Become Unrestricted
Subsidiaries and Unrestricted Subsidiaries to Become Restricted
Subsidiaries.
The company will not permit any Restricted Subsidiary to become
an Unrestricted Subsidiary unless immediately thereafter such
subsidiary will not own, directly or indirectly, any capital
stock of any Restricted Subsidiary. The company will not permit
any Unrestricted Subsidiary to become a Restricted Subsidiary
unless immediately thereafter: (a) no shares of the capital
stock of such subsidiary shall be owned or held by any
Unrestricted Subsidiary; and (b) the company would not be
prohibited from issuing any additional Secured Indebtedness by
the provisions described above under Limitation on Secured
Indebtedness. (Section 4.08)
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Limitation
on Consolidations and Mergers.
We shall not consolidate with or merge into, or transfer all or
substantially all of our assets to, another entity unless such
entity assumes all the obligations under the debt securities and
the indenture and certain other conditions are met (whereupon
all our obligations under the indenture shall terminate).
(Section 5.01.)
Events of
Default and Remedies
Unless otherwise provided in the prospectus supplement, the
events of default with respect to the debt securities of any
series are:
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default for 30 days in the payment of interest thereon,
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default in the payment of principal thereof,
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default in performance by us of any other agreement with respect
thereto which continues for 60 days after written
notice, and
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certain events of bankruptcy, insolvency or reorganization.
(Section 6.01.)
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If an event of default is continuing with respect to the debt
securities of any series, the trustee or the holders of 25% in
aggregate principal amount of the debt securities of that series
then outstanding, by notice in writing to us and the trustee,
may accelerate the principal of such debt securities, but the
holders of a majority in aggregate principal amount of such debt
securities then outstanding may rescind such acceleration if all
existing events of default have been cured. (Section 6.02.)
Holders of debt securities may not enforce the indenture except
in the case of the failure of the trustee, for 60 days, to
act after notice of an event of default and a request to enforce
the indenture by the holders of 25% in aggregate principal
amount of the series of debt securities affected thereby and an
offer of indemnity satisfactory to the trustee.
(Section 6.06.) This provision will not prevent any holder
of a debt security from enforcing payment of the principal of
and interest on such debt security at the respective due dates
thereof. (Section 6.07.) The holders of a majority in
aggregate principal amount of the debt securities of any series
then outstanding may direct the manner of conducting any
proceedings for any remedy or trust power available to the
trustee. The trustee, however, may refuse to follow any
direction that conflicts with law or the indenture, is unduly
prejudicial to holders of other debt securities or would involve
the trustee in personal liability. (Section 6.05.)
Holders of a majority in aggregate principal amount of any
series of debt securities then outstanding may waive on behalf
of all holders of debt securities of that series any default
with respect to that series except a default in the payment of
the principal or interest on such debt securities.
(Section 6.04.)
The indenture provides that the trustee may withhold notice to
the holders of any series of debt securities issued of any
default if the trustee considers it in the interest of such
holder to do so, provided the trustee may not withhold notice of
default in the payment of principal of or interest on any of the
debt securities of such series.
We will furnish an annual officers certificate to the
trustee as to our compliance with all conditions and covenants
set forth in the indenture. (Section 4.03.)
Satisfaction
and Discharge
Unless otherwise provided in the prospectus supplement, we may
terminate certain of our obligations under the indenture,
including our obligation to comply with the covenants described
above, with respect to any series of debt securities which does
not provide for the payment of any Additional Amounts, on the
terms and subject to the conditions contained in the indenture,
by irrevocably depositing in trust with the trustee money or
U.S. government obligations sufficient to pay principal and
interest on such debt securities to maturity. Such deposit and
termination is conditioned upon our delivery of an opinion of
independent tax counsel that the holders of such debt securities
will have no Federal income tax consequences as a result of such
deposit and termination. (Section 8.01.)
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Modification
and Waiver
We and the trustee, with the consent of the holders of a
majority in aggregate principal amount of the then outstanding
debt securities affected, may execute supplemental indentures
amending the indenture or such debt securities, except that no
such amendment may, without the consent of the holders of the
affected debt securities, among other things, change the
maturity or reduce the principal amount thereof, change the rate
or the time of payment of interest thereon, change any
obligation on our part to pay Additional Amounts relating to a
particular debt security or reduce the amount of principal of an
Original Issue Discount Debt Security that would be due and
payable upon a declaration of acceleration of the maturity
thereof. (Sections 9.02 and 9.03.)
We and the trustee may also, without the consent of any holders
of debt securities, enter into supplemental indentures for the
purposes of, among other things, curing ambiguities and
inconsistencies, addressing changes in generally accepted
accounting principles and making changes that do not adversely
affect the rights of any holders of debt securities.
(Section 9.01.)
Payment
and Paying Agents
We will maintain an office or agency where the debt securities
may be presented for payment (paying agent). Unless
otherwise provided in the prospectus supplement, payment of
principal of, premium, if any, and interest, if any, on
registered securities will be made in U.S. dollars at the
office of such paying agent or paying agents as we may designate
from time to time, except that at our option payment of any
interest may be made by check mailed to the address of the
person entitled thereto as such address shall appear in the
security register maintained by the registrar. Unless otherwise
provided in the prospectus supplement, payment of any
installment of interest on registered securities will be made to
the person in whose name such registered security is registered
at the close of business on the regular record date for such
interest. (Section 4.01.)
Unless otherwise provided in the prospectus supplement, the
corporate trust office of the trustee in The City of New York
will be designated as our sole paying agent for payments with
respect to offered debt securities that are issuable solely as
registered securities. Any paying agents outside the United
States and any other paying agents in the United States
initially designated by us for the offered debt securities will
be named in the prospectus supplement. We may at any time
designate additional paying agents or rescind the designation of
any paying agent or approve a change in the office through which
any paying agent acts, except that, if debt securities of a
series are issuable solely as registered securities, we will be
required to maintain a paying agent in each place of payment for
such series. (Section 4.04.) If we fail to maintain a
paying agent the trustee will act as such. We or any of our
subsidiaries may act as paying agent.
Global
Securities
The debt securities of a series may be issued in whole or in
part in the form of one or more global securities that will be
deposited with, or on behalf of, a depositary (a
depositary) identified in the prospectus supplement
relating to such series. Global securities may be issued in
registered, and in either temporary or definitive form. Unless
and until it is exchanged in whole for debt securities in
definitive form, a global security may not be transferred except
as a whole by the depositary for such global security to a
nominee of such depositary or by a nominee of such depositary to
such depositary or another nominee of such depositary or by such
depositary or any such nominee to a successor of such depositary
or a nominee of such successor. (Section 2.16.)
The specific terms of any depositary arrangement with respect to
the offered debt securities will be described in the prospectus
supplement relating thereto. Unless otherwise specified in the
prospectus supplement, we anticipate that the following
provision will apply to all depositary arrangements.
Unless otherwise specified in the prospectus supplement,
registered securities that are to be represented by a global
security to be deposited with or on behalf of a depositary will
be represented by a global security registered in the name of
such depositary or its nominee. (Section 2.16.) Upon the
issuance of a global security in registered form, the depositary
for such global security will credit, on its book-entry
registration and transfer system, the respective principal
amounts of the debt securities represented by such global
security
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to the accounts of institutions that have accounts with such
depositary or its nominee (participants). The
accounts to be credited shall be designated by the underwriters
or selling agents for such debt securities, or by us if such
debt securities are offered and sold directly by us. Ownership
of beneficial interests in such global securities will be
limited to participants or persons that may hold interests
through participants. Ownership of beneficial interests in such
global securities will be shown on, and the transfer of that
ownership will be effected only through, records maintained by
the depositary or its nominee for such global security or by
participants or persons that hold through participants. The laws
of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the
ability to transfer beneficial interests in a global security.
So long as the depositary for a global security in registered
form, or its nominee, is the registered owner of such global
security, such depositary or such nominee, as the case may be,
will be considered the sole owner or holder of the debt
securities represented by such global security for all purposes
under the indenture governing such debt securities. Except as
set forth below, owners of beneficial interests in such global
securities will not be entitled to have debt securities of the
series represented by such global security registered in their
names, will not receive or be entitled to receive physical
delivery of debt securities of such series in definitive form
and will not be considered the owners or holders thereof under
the indenture.
Payment of principal of, premium, if any, and interest, if any,
on debt securities registered in the name of or held by a
depositary or its nominee will be made to the depositary or its
nominee, as the case may be, as the registered owner or the
holder of the global security representing such debt securities.
None of us, the trustee, any paying agent or the registrar for
such debt securities will have any responsibility or liability
for any aspect of the records relating to or payments made on
account of beneficial ownership interests in a global security
for such debt securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership
interests. (Section 2.15.)
We expect that the depositary for debt securities of a series,
upon receipt of any payment of principal of, premium, if any, or
interest, if any, on permanent global securities, will
immediately credit participants accounts with payments in
amounts proportionate to their respective beneficial interests
in the principal amount of such global securities as shown on
the records of such depositary. We also expect that payments by
participants to owners of beneficial interests in such global
security held through such participants will be governed by
standing instructions and customary practices.
If a depositary for registered securities is at any time
unwilling or unable to continue as depositary and a successor
depositary is not appointed by us within 90 days, we will
issue individual certificates for the registered securities in
definitive form in exchange for the global security or
securities representing such registered securities. In addition,
we may at any time and in our sole discretion determine not to
have any registered securities represented by one or more global
securities and, in such event, will issue individual
certificates for the registered securities in definitive form in
exchange for the global security or securities representing such
registered securities. In any such instance, an owner of a
beneficial interest in a global security will be entitled to
physical delivery in definitive form of individual certificates
for the registered securities of the series represented by such
global security equal in principal amount to such beneficial
interest and to have such individual certificates registered in
the name of the owner of such beneficial interest.
(Section 2.16.)
Absence
of Certain Covenants
We are not restricted by the indenture from paying dividends or
from incurring, assuming or becoming liable for any type of debt
or other obligation or creating liens on our property, except as
set forth under Certain Covenants
Limitation on Secured Indebtedness. The indenture does not
require the maintenance of any financial ratios or specified
levels of net worth or liquidity. The indenture contains no
provisions which afford holders of the debt securities
protection in the event of a highly leveraged transaction
involving our company.
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Regarding
the Trustee
The Bank of New York Mellon Trust Company, N.A. is the
trustee under the indenture. The Bank of New York Mellon
Trust Company, N.A. and its affiliates also act as
depositary for funds of, makes loans to, acts as trustee and
performs certain other services for, us and certain of our
subsidiaries and affiliates in the normal course of our business.
Notices
Notices to holders of registered debt securities will be mailed
by first class mail to the address on the register kept by the
registrar. (Section 10.02.)
Governing
Law
The indenture and the debt securities will be governed by the
laws of the State of New York.
DESCRIPTION
OF THE COMMON STOCK
The following description of our common stock is qualified in
its entirety by reference to our restated articles of
incorporation and bylaws. Reference is also made to the Florida
Business Corporation Act, or FBCA.
As of the date of this prospectus, we were authorized to issue
up to 400,000,000 shares of common stock, $0.50 par
value per share. As of January 31, 2010,
53,414,572 shares of our common stock were issued and
outstanding. Our common stock is listed on the New York Stock
Exchange, under the symbol R.
Any shares of common stock sold pursuant to this prospectus,
when issued, will be fully paid and non-assessable.
Dividend
Rights
Each share of common stock is entitled to participate equally
with respect to dividends declared on the common stock out of
funds legally available for the payment thereof. Our restated
articles of incorporation do not limit the dividends that can be
paid on the common stock.
Liquidation
Rights
After satisfaction of creditors and payments due to the holders
of preferred stock, if any, the holders of common stock are
entitled to share ratably in the distribution of all remaining
assets.
Voting
Rights
In general, the holders of our common stock are entitled to one
vote per share for the election of directors and for other
corporate purposes. Our restated articles of incorporation
and/or
bylaws also:
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permit shareholders to remove a director with or without cause
only by the affirmative vote of 75% of the voting power of the
outstanding shares of voting stock, voting as a class;
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provide that a vacancy on our board of directors may be filled
by a majority of the directors then in office;
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permit shareholders to take action only at an annual meeting, or
a special meeting duly called by our board of directors or the
holders of not less than 10% of the voting power of the
outstanding shares of voting stock entitled to vote on the
matter;
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require the affirmative vote of 75% of the voting power of the
outstanding shares of voting stock, voting as a class, to
approve business combinations with an interested shareholder, as
defined below, or its affiliates, unless approved by a majority
of the disinterested directors, as defined below, or, in some
cases, if specified minimum price and procedural requirements
are met; and
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require the affirmative vote of 75% of the voting power of the
outstanding shares of voting stock to amend specified provisions
of our restated articles of incorporation and bylaws, including
the provisions discussed here.
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These provisions may have a significant effect on the ability of
holders of our voting stock to change the composition of an
incumbent board of directors or to benefit from some
transactions that are opposed by an incumbent board of directors.
The term interested shareholder is defined in our
restated articles of incorporation to include (i) a
shareholder who beneficially owns 20% or more of the voting
power of the outstanding shares of our voting stock,
(ii) an affiliate of our company who during the preceding
two years beneficially owned 20% or more of the voting power of
the outstanding shares of our voting stock or (iii) a
successor to any shares owned by any person referred to in
sections (i) and (ii) during the preceding two years.
The term disinterested director is defined in our
restated articles of incorporation to include any director who
is not an affiliate of an interested shareholder and who was a
director prior to the time the interested shareholder became an
interested shareholder and any successor to a disinterested
director who is not an affiliate of an interested shareholder
and recommended by a majority of disinterested directors. The
above provisions dealing with business combinations
between us and an interested shareholder may discriminate
against a shareholder who becomes an interested shareholder by
reason of the beneficial ownership of 20% or more in voting
power of our common or other voting stock.
The term business combination is defined in our
restated articles of incorporation to include:
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any merger or consolidation of our company or any direct or
indirect majority owned subsidiary with an interested
shareholder or any other corporation which is, or after such
merger or consolidation would be, an affiliate of an interested
shareholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other
disposition in one transaction or a series of transactions to or
with any interested shareholder or any affiliate of an
interested shareholder of our assets or any direct or indirect
majority owned subsidiary having an aggregate fair market value
of $100,000,000 or more;
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the issuance or transfer by us or any direct or indirect
majority owned subsidiary in one transaction or a series of
transactions of any of our securities or any subsidiary to any
interested shareholder or any affiliate of any interested
shareholder in exchange for cash, securities or other property,
or a combination thereof, having an aggregate fair market value
of $100,000,000 or more;
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the adoption of any plan or proposal for our liquidation or
dissolution proposed by or on behalf of an interested
shareholder or an affiliate of an interested shareholder; or
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any reclassification of securities, including any reverse stock
split, or recapitalization, or any merger or consolidation of us
with any of our direct or indirect majority owned subsidiaries
or any other transaction which has the direct or indirect effect
of increasing the proportionate share of the outstanding shares
of any class of our equity or convertible securities or any
direct or indirect wholly owned subsidiary which is directly or
indirectly owned by any interested shareholder or any affiliate
of any interested shareholder.
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Under our bylaws, a quorum is present where a majority of the
total number of shares issued and outstanding and entitled to
vote at a meeting are present in person or represented by proxy.
At a meeting where a quorum is present, in connection with an
uncontested election of directors, the affirmative vote of the
holders of at least a majority of the total number of shares
cast is required for the election of each director. Where the
number of nominees considered by the shareholders for election
as a director exceeds the number of directors to be elected,
directors are elected by the vote of a plurality of the votes
cast. Unless otherwise provided in our restated articles of
incorporation or bylaws or in accordance with applicable law,
the affirmative vote of a majority of the total number of shares
outstanding and entitled to vote is required for shareholder
action on matters other than the election of directors. Voting
rights for the election of directors or
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otherwise, if any, for any series of preferred stock, will be
established by the board of directors when such series is
designated. The holders of our common stock do not have
cumulative voting rights.
Board of
Directors
Our bylaws provide that our board of directors shall be divided
into three classes each consisting of an equal, or as nearly
equal as possible, number of directors. Each class will be
elected for a three-year term, and the term of each class will
expire in succeeding years. It will, therefore, require
elections in three consecutive years to reelect or replace our
entire board of directors.
No Other
Rights
Holders of our common stock are not entitled to preemptive,
redemption, subscription or conversion rights. The rights,
preferences and privileges of holders of common stock could be
subject to, and may be adversely affected by, the rights of the
holders of shares of any preferred stock, if any, which may be
issued in the future.
Anti-Takeover
Effects of our Bylaws
Our bylaws contain advance notice procedures for shareholders to
make nominations of candidates for election as directors or to
bring other business before the annual meeting of shareholders.
As specified in our bylaws, director nominations and the
proposal of business to be considered by shareholders may be
made only pursuant to a notice of meeting, at the direction of
the board of directors (or a committee thereof) or by a
shareholder who is a shareholder of record at the time of giving
the notice, who is entitled to vote at the meeting and who has
complied with the advance notice procedures that are provided in
our bylaws.
To be timely, a nomination of a director by a shareholder or
notice for business to be brought before an annual meeting by a
shareholder must be delivered to the Secretary of the company
not less than 90 days nor more than 120 days prior to
the first anniversary of the preceding years annual
meeting; provided, however, that in the event that the date of
an annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date,
for notice by the shareholder to be timely, it must be delivered
not earlier than the opening of business on the 120th day
prior to such annual meeting and not later than the close of
business on the later of (i) the 90th day prior to
such annual meeting and (ii) the 10th day following
the day on which public announcement of the date of such meeting
is first made, whichever first occurs.
In the event a special meeting of shareholders is called for the
purpose of electing one or more directors, any shareholder who
is a shareholder of record at the time of giving the notice, who
is entitled to vote at the meeting and who has complied with the
advance notice procedures that are provided in our bylaws may
nominate a person or persons as specified in our bylaws, but
only if the shareholder notice is delivered to the Secretary of
the company not earlier than the 120th day prior to such
special meeting and not later than the close of business on the
later of (x) the 90th day prior to such special
meeting and (y) the 10th day following the day on
which public disclosure of the date of such special meeting and
the nominees proposed by the Board of Directors to be elected at
such meeting was made, whichever first occurs.
Transfer
Agent and Registrar
The transfer agent and registrar for our common stock is Wells
Fargo Bank, National Association.
DESCRIPTION
OF THE PREFERRED STOCK
The following is a description of the general terms and
provisions that may apply to our preferred stock. The particular
terms of any series of preferred stock offered hereby will be
described in the prospectus supplement relating to that series
of preferred stock which may add, update or change the terms
described in this prospectus. To review the terms of any
preferred stock offered by this prospectus, you must review both
this prospectus and the relevant prospectus supplement.
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All the terms of the preferred stock are, or will be, contained
in our restated articles of incorporation, the articles of
amendment relating to each series of the preferred stock and our
bylaws, which are, or will be, filed with the SEC at the time we
issue a series of the preferred stock. The following summary is
qualified in its entirety by reference to our restated articles
of incorporation, the relevant articles of amendment and our
bylaws. Reference is also made to the FBCA.
Our restated articles of incorporation authorize us to issue up
to 3,800,917 shares of preferred stock, no par value per
share. As of the date of this prospectus, no shares of preferred
stock were issued and outstanding. Subject to limitations
prescribed by law, our board of directors is authorized at any
time, without shareholder action, to:
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issue one or more series of preferred stock;
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determine the designation for any series by number, letter or
title that shall distinguish the series from any other series of
preferred stock; and
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determine the number of shares in any series.
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Our board of directors is authorized to determine, for each
series of preferred stock, and the prospectus supplement
relating to such series of preferred stock will set forth, the
following information:
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whether dividends on that series of preferred stock will be
cumulative and, if so, from which date;
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the dividend rate;
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the dividend payment date or dates;
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the liquidation preference per share of that series of preferred
stock, if any;
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any conversion provisions applicable to that series of preferred
stock;
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any redemption or sinking fund provisions applicable to that
series of preferred stock;
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the voting rights of that series of preferred stock, if
any; and
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the terms of any other preferences or special rights applicable
to that series of preferred stock.
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Any shares of preferred stock sold pursuant to this prospectus,
when issued, will be fully paid and non-assessable.
Rank
The shares of preferred stock of any series will have the rank
set forth in the relevant articles of amendment and described in
the prospectus supplement relating to such series of preferred
stock.
Dividends
The articles of amendment setting forth the terms of a series of
preferred stock may provide that holders of that series are
entitled to receive dividends, when, as and if authorized by our
board of directors out of funds legally available for dividends.
The rates and dates of payment of dividends and any other terms
applicable to the dividends will be set forth in the relevant
articles of amendment and described in the prospectus supplement
relating to such series of preferred stock.
Payment of dividends on any series of preferred stock may be
restricted by loan agreements, indentures and other transactions
we may enter into.
Convertibility
The articles of amendment setting forth the terms of a series of
preferred stock may provide that, and the prospectus supplement
relating to such series of preferred stock, may describe the
terms, if any, on which, shares of that series are convertible
into, or exchangeable for, shares of our common stock or other
securities or property.
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Redemption
If so specified in the articles of amendment setting forth the
terms of a series of preferred stock, a series of preferred
stock may be redeemable at our or the holders option
and/or may
be mandatorily redeemed partially or in whole. Any redemption
rights granted in the articles of amendment for a series of
preferred stock offered hereby will be described in the relevant
prospectus supplement.
Shares of preferred stock that we redeem or otherwise reacquire
will resume the status of authorized and unissued shares of
preferred stock undesignated as to series, and will be available
for subsequent issuance.
Liquidation
In the event our company voluntarily or involuntarily
liquidates, dissolves or winds up, the holders of each series of
preferred stock may be entitled to receive a liquidation
preference. The terms and conditions of any liquidation
preference granted to the holders of a series of preferred stock
will be set forth in the articles of amendment relating to such
series and will be described in the relevant prospectus
supplement.
Voting
The holders of preferred stock will not have any voting rights,
except as required by the FBCA or as provided in the articles of
amendment relating to a particular series of preferred stock and
the relevant prospectus supplement.
Other
Rights
The articles of amendment setting forth the terms of a series of
preferred stock may provide that the holders of that series of
preferred stock are entitled to preemptive, sinking fund or
other rights. The prospectus supplement relating to such series
of preferred stock will contain a description of any such
rights. The rights, preferences and privileges of holders of a
series of preferred stock could be subject to, and may be
adversely affected by, the rights of the holders of shares of
any other series of preferred stock, if any, which may be issued
in the future.
Anti-Takeover
Effects of our Restated Articles of Incorporation
Our restated articles of incorporation provide that the consent
of the holders of a majority of each series of outstanding
preferred stock shall be required in order to effect a merger or
consolidation of the company with or into any other corporation
or the sale of all or substantially all of the assets of the
company in exchange for stock or securities of another
corporation unless: (i) the surviving corporation will not
have, after such transaction, any stock either authorized or
outstanding that ranks prior to the preferred stock, or to the
stock of the surviving corporation issued in exchange therefor,
in respect of payment of dividends or distribution of assets
(except such stock of the company as may have been authorized or
outstanding immediately prior to the transaction), and
(ii) the merger or consolidation results in no change in
the rights, privileges or preferences of such series of
preferred stock or the stock of the surviving corporation issued
in exchange therefor. While we currently do not have any shares
of preferred stock outstanding, the issuance of any shares of
preferred stock in the future may delay, defer or prevent a
merger or sale of all or substantially all of the companys
assets.
Transfer
Agent and Registrar
We will designate the transfer agent for each series of
preferred stock in the prospectus supplement.
DESCRIPTION
OF THE DEPOSITARY SHARES
If we elect to offer fractional shares of preferred stock,
rather than full shares of preferred stock, we will issue
receipts for depositary shares, and each of these depositary
shares will represent a fraction of a share of a particular
series of preferred stock. Each owner of a depositary share will
be entitled, in proportion to the
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applicable fractional interest in shares of preferred stock
underlying that depositary share, to all rights and preferences
of the preferred stock underlying that depositary share. Those
rights include dividend, voting, redemption and liquidation
rights.
The shares of preferred stock underlying the depositary shares
will be deposited with a depositary under a deposit agreement
between us, the depositary and the holders of the depositary
receipts evidencing the depositary shares. The depositary will
be a bank or trust company selected by us. The depositary will
also act as the transfer agent, registrar and dividend
disbursing agent for the depositary shares.
Holders of depositary receipts agree to be bound by the deposit
agreement, which requires holders to take certain actions such
as filing proof of residence and paying certain charges.
The following is a summary of the most important terms of the
depositary shares. The particular terms of any depositary shares
offered hereby will be described in the prospectus supplement
relating to the depositary shares which may add, update or
change the terms described in this prospectus. To review the
terms of any depositary shares offered by this prospectus, you
must review both this prospectus and the relevant prospectus
supplement.
All the terms of the depositary shares are, or will be,
contained in the deposit agreement, our restated articles of
incorporation and the articles of amendment for the applicable
series of preferred stock that are, or will be, filed with the
SEC. The following summary is qualified in its entirety by
reference to the deposit agreement, our restated articles of
incorporation and the articles of amendment for the applicable
series of preferred stock.
Dividends
The depositary will distribute all cash dividends or other cash
distributions received relating to the series of preferred stock
underlying the depositary shares, to the record holders of
depositary receipts in proportion to the number of depositary
shares owned by those holders on the relevant record date. The
record date for the depositary shares will be the same date as
the record date for the preferred stock.
In the event of a distribution other than in cash, the
depositary will distribute property received by it to the record
holders of depositary receipts that are entitled to receive the
distribution. However, if the depositary determines that it is
not feasible to make the distribution, the depositary may, with
our approval, adopt another method for the distribution. The
method may include selling the property and distributing the net
proceeds to the holders.
Liquidation
Preference
In the event of our voluntary or involuntary liquidation,
dissolution or winding up, the holders of each depositary share
will be entitled to receive the fraction of the liquidation
preference, if any, accorded each share of the applicable series
of preferred stock, as set forth in the relevant prospectus
supplement for the depositary shares.
Redemption
If a series of preferred stock underlying the depositary shares
is subject to redemption, the depositary shares will be redeemed
from the proceeds received by the depositary resulting from the
redemption, in whole or in part, of preferred stock held by the
depositary. Whenever we redeem any preferred stock held by the
depositary, the depositary will redeem, as of the same
redemption date, the number of depositary shares representing
the preferred stock so redeemed. The redemption price per
depositary share will be equal to the applicable fraction of the
redemption price payable per share for the applicable series of
preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares will be selected by lot or
ratably as the depositary will decide.
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Voting
Upon receipt of notice of any meeting at which the holders of
preferred stock are entitled to vote, the depositary will mail
the information contained in the notice of meeting to the record
holders of the depositary receipts representing the preferred
stock. Each record holder of those depositary receipts on the
record date will be entitled to instruct the depositary as to
the exercise of the voting rights pertaining to the amount of
preferred stock underlying that holders depositary shares.
The record date for the depositary shares will be the same date
as the record date for the preferred stock. The depositary will
try, as far as practicable, to vote the preferred stock
underlying the depositary shares in a manner consistent with the
instructions of the holders of the depositary receipts. We will
agree to take all action which may be deemed necessary by the
depositary in order to enable the depositary to do so. The
depositary will not vote the preferred stock to the extent that
it does not receive specific instructions from the holders of
depositary receipts.
Withdrawal
of Preferred Stock
Owners of depositary shares are entitled, upon surrender of
depositary receipts at the principal office of the depositary
and payment of any unpaid amount due the depositary, to receive
the number of whole shares of preferred stock underlying the
depositary shares. Partial shares of preferred stock will not be
issued. These holders of preferred stock will not be entitled to
deposit the shares under the deposit agreement or to receive
depositary receipts evidencing depositary shares for the
preferred stock.
Amendment
and Termination of Deposit Agreement
The form of depositary receipt evidencing the depositary shares
and any provision of the deposit agreement may be amended at any
time and from time to time by agreement between us and the
depositary. However, any amendment which materially and
adversely alters the rights of the holders of depositary shares,
other than any change in fees, will not be effective unless the
amendment has been approved by at least a majority of the
depositary shares then outstanding. The deposit agreement
automatically terminates if:
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all outstanding depositary shares have been redeemed; or
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there has been a final distribution relating to the preferred
stock in connection with our dissolution, and that distribution
has been made to all the holders of depositary shares.
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Charges
of Depositary
We will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary
arrangements. We will also pay charges of the depositary in
connection with the initial deposit of the preferred stock and
the initial issuance of the depositary shares, any redemption of
the preferred stock and all withdrawals of preferred stock by
owners of depositary shares. Holders of depositary receipts will
pay transfer, income and other taxes and governmental charges
and certain other charges as provided in the deposit agreement.
In certain circumstances, the depositary may refuse to transfer
depositary shares, withhold dividends and distributions, and
sell the depositary shares evidenced by the depositary receipt,
if the charges are not paid.
Reports
to Holders
The depositary will forward to the holders of depositary
receipts all reports and communications we deliver to the
depositary that we are required to furnish to the holders of the
preferred stock. In addition, the depositary will make available
for inspection by holders of depositary receipts at the
principal office of the depositary, and at other places as it
thinks is advisable, any reports and communications we deliver
to the depositary as the holder of preferred stock.
Liability
and Legal Proceedings
Neither we nor the depositary will be liable if either we or the
depositary is prevented or delayed by law or any circumstance
beyond our control in performing our obligations under the
deposit agreement. Our
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obligations and those of the depositary will be limited to
performance in good faith of our and their duties under the
deposit agreement. Neither we nor the depositary will be
obligated to prosecute or defend any legal proceeding in respect
of any depositary shares or preferred stock unless satisfactory
indemnity is furnished. We and the depositary may rely on
written advice of counsel or accountants, on information
provided by holders of depositary receipts or other persons
believed in good faith to be competent to give such information
and on documents believed to be genuine and to have been signed
or presented by the proper persons.
Resignation
and Removal of Depositary
The depositary may resign at any time by delivering thirty
(30) days prior written notice to us of its election to do
so. We may also remove the depositary at any time. Any such
resignation or removal will take effect upon the appointment of
a successor depositary and its acceptance of such appointment.
The provisions of the depositary agreement relating to the
appointment of a successor depositary will be described in the
prospectus supplement relating to the depositary shares.
DESCRIPTION
OF THE WARRANTS
The following is a description of the general terms and
provisions that may apply to our warrants. The particular terms
of any warrants offered hereby will be described in the
prospectus supplement relating to the warrants which may add,
update or change the terms described in this prospectus. To
review the terms of any warrants offered by this prospectus, you
must review both this prospectus and the relevant prospectus
supplement.
We may issue warrants for the purchase of debt securities,
common stock, preferred stock or depositary shares. The warrants
may be issued independently or together with any other
securities covered by this prospectus and may be attached to or
separate from such securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into
between us and a warrant agent specified in the applicable
prospectus supplement. The warrant agent will act solely as our
agent in connection with the warrants of such series and will
not assume any obligation or relationship of agency or trust for
or with any holders of the warrants.
The prospectus supplement will specify the material terms of the
warrants, including a description of any other securities sold
together with the warrants, and the applicable warrant
agreements, including one or more of the following:
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the title of the warrants;
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the aggregate number of warrants offered;
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the price or prices at which the warrants will be issued;
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the currency or currencies, including composite currencies, in
which the prices of the warrants may be payable;
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the designation, number and terms of the debt securities, common
stock, preferred stock, depositary shares or other securities,
including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified
commodities, currencies or indices, purchasable upon exercise of
the warrants and procedures by which those numbers may be
adjusted;
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the exercise price of the warrants and the currency or
currencies, including composite currencies, in which such price
is payable;
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the dates or periods during which the warrants are exercisable;
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the designation and terms of any securities with which the
warrants are issued as a unit;
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if the warrants are issued as a unit with another security, the
date on and after which the warrants and the other security will
be separately transferable;
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if the exercise price is not payable in U.S. dollars, the
foreign currency, currency unit or composite currency in which
the exercise price is denominated;
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any minimum or maximum amount of warrants that may be exercised
at any one time;
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any terms relating to the modification of the warrants; and
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any other terms of the warrants, including terms, procedures and
limitations relating to the transferability, exchange, exercise
or redemption of the warrants.
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DESCRIPTION
OF THE STOCK PURCHASE CONTRACTS AND STOCK PURCHASE
UNITS
The following is a description of the general terms and
provisions that may apply to our stock purchase contracts and
stock purchase units. The prospectus supplement describing the
terms of any stock purchase contracts or stock purchase units
offered by this prospectus may add, update or change the terms
described in this prospectus. To review the terms of any stock
purchase contracts or stock purchase units offered by this
prospectus, you must review both this prospectus and the
relevant prospectus supplement.
We may issue stock purchase contracts obligating holders to
purchase from us, and us to sell to the holders, a specified
number of shares of our common stock at a future date or dates.
The stock purchase contracts may be issued separately or as part
of stock purchase units consisting of a stock purchase contract
and an underlying debt or preferred security covered by this
prospectus, U.S. Treasury security or other
U.S. government or agency obligation. The holder of the
unit may be required to pledge the debt, preferred security,
U.S. Treasury security or other U.S. government or
agency obligation to secure its obligations under the stock
purchase contract.
The prospectus supplement will specify the material terms of the
stock purchase contracts, the stock purchase units and any
applicable pledge or depository arrangements, including one or
more of the following:
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the stated amount that a holder will be obligated to pay under
the stock purchase contract in order to purchase our common
stock;
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the settlement date or dates on which the holder will be
obligated to purchase shares of our common stock. The prospectus
supplement will specify whether the occurrence of any events may
cause the settlement date to occur on an earlier date and the
terms on which any early settlement would occur;
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the events, if any, that will cause our obligations and the
obligations of the holder under the stock purchase contract to
terminate;
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the settlement rate, which is a number that, when multiplied by
the stated amount of a stock purchase contract, determines the
number of shares of our common stock that we will be obligated
to sell and a holder will be obligated to purchase under that
stock purchase contract upon payment of the stated amount of
that stock purchase contract. The settlement rate may be
determined by the application of a formula specified in the
prospectus supplement. If a formula is specified, it may be
based on the market price of our common stock over a specified
period or it may be based on some other reference statistic;
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whether the stock purchase contracts will be issued separately
or as part of stock purchase units consisting of a stock
purchase contract and an underlying debt or preferred security
with an aggregate principal amount or liquidation amount equal
to the stated amount;
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the type of underlying security, if any, that is pledged by the
holder to secure its obligations under a stock purchase
contract. Underlying securities may be debt securities,
preferred securities, U.S. Treasury securities or other
securities;
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the terms of the pledge arrangement relating to any underlying
securities, including the terms on which distributions or
payments of interest and principal on any underlying securities
will be retained by a collateral agent, delivered to us or be
distributed to the holder; and
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the amount of the contract fee, if any, that may be payable by
us to the holder or by the holder to us, the date or dates on
which the contract fee will be payable and the extent to which
we or the holder, as applicable, may defer payment of the
contract fee on those payment dates.
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The descriptions of the stock purchase contracts, stock purchase
units and any applicable pledge or depository arrangements in
this prospectus and in any prospectus supplement are summaries
of the material provisions of the applicable agreements. These
descriptions do not restate those agreements in their entirety.
We urge you to read the applicable agreements because they, and
not the summaries, define your rights as holders of the stock
purchase contracts or stock purchase units.
PLAN OF
DISTRIBUTION
We may sell the securities:
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to or through underwriters or dealers;
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through agents;
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directly to purchasers; or
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through a combination of any such methods of sale.
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We will describe in a prospectus supplement the particular terms
of the offering of the securities, including the following:
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the names of any underwriters or dealers;
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the purchase price and the proceeds we will receive from the
sale (which may be the market price prevailing at the time of
sale, a price related to the prevailing market price or a
negotiated price);
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any underwriting discounts and other items constituting
underwriters compensation;
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any initial public offering price and any discounts or
concessions allowed or reallowed or paid to dealers;
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any over-allotment options granted to the underwriters; and
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any other information we think is important.
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If securities are sold in an underwritten offering, we will
execute an underwriting agreement with an underwriter or
underwriters. The underwriters will use this prospectus and the
prospectus supplement to sell the securities. The underwriting
agreement will provide that the obligations of the underwriters
are subject to specified conditions precedent and that the
underwriters will be obligated to purchase all the securities if
any are purchased.
In connection with the sale of securities, underwriters may be
considered to have received compensation from us in the form of
underwriting discounts or commissions. They may also receive
commissions from purchasers of securities for whom they may act
as agent. Underwriters may sell securities to or through
dealers. These dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters, and
they may also receive commissions from the purchasers for whom
they may act as agent.
Offers to purchase securities may be solicited by agents
designated by us from time to time. Any agent involved in the
offer or sale of the securities in respect of which this
prospectus is delivered will be named, and any commissions
payable by us to the agent will be set forth, in the applicable
prospectus supplement. Unless otherwise set forth in the
applicable prospectus supplement, any agent will be acting on a
reasonable best efforts basis for the period of its appointment.
Any agent may be deemed to be an underwriter, as that term is
defined in the Securities Act of 1933, as amended, or the
Securities Act, of the offered securities so offered and sold.
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If we use a dealer in the sale of the securities, we will sell
the securities to the dealer, as principal. The dealer may then
resell these securities to the public at varying prices to be
determined by the dealer at the time of resale. The prospectus
supplement will name these dealers and the terms of these
arrangements. In addition, the dealers may sell the securities
to other dealers. The terms under which securities may be sold
by a dealer to another dealer will be described in the
applicable prospectus supplement.
Underwriters, dealers and agents participating in the
distribution of the securities may be deemed to be underwriters
under the Securities Act. Also any discounts and commissions
received by them and any profit realized by them on resale of
the securities may be deemed to be underwriting discounts and
commissions under the Securities Act. Underwriters, dealers and
agents may be entitled under agreements with us to
indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act, and
to reimbursement by us for various expenses.
In order to facilitate the offering of the securities, any
underwriters or agents, as the case may be, involved in the
offering of such securities may engage in transactions that
stabilize, maintain or otherwise affect the price of such
securities. Specifically, the underwriters or agents, as the
case may be, may overallot in connection with the offering,
creating a short position in such securities for their own
account. In addition, to cover overallotments or to stabilize
the price of such securities, the underwriters or agents, as the
case may be, may bid for, and purchase, such securities in the
open market. Finally, in any offering of such securities through
a syndicate of underwriters, the underwriting syndicate may
reclaim selling concessions allotted to an underwriter or a
dealer for distributing such securities in the offering if the
syndicate repurchases previously distributed securities in
transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities
may stabilize or maintain the market price of the securities
above independent market levels. The underwriters or agents, as
the case may be, are not required to engage in these activities,
and may end any of these activities at any time.
We may offer and sell the securities directly to institutional
investors or others. These parties may be deemed to be
underwriters under the Securities Act with respect to their
resales. The prospectus supplement will include the terms of
these transactions.
Any common stock sold pursuant to this prospectus will be listed
on the NYSE, subject to official notice of issuance. Any other
securities sold pursuant to this prospectus may or may not be
listed on a national securities exchange or a foreign securities
exchange. The securities may not have an established trading
market. No assurances can be given that there will be a market
for any of the securities.
Agents, underwriters and dealers may be customers of, engage in
transactions with or perform services for, us and our
subsidiaries in the ordinary course of business.
EXPERTS
The consolidated financial statements and managements
assessment of the effectiveness of internal control over
financial reporting (which is included in Managements
Report on Internal Control over Financial Reporting)
incorporated in this Prospectus by reference to the Annual
Report on
Form 10-K
of Ryder System, Inc. for the year ended December 31, 2009
have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered certified
public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
LEGAL
OPINIONS
Unless otherwise specified in the prospectus supplement
accompanying this prospectus, certain legal matters relating to
the securities to be offered hereby will be passed upon for us
by Holland & Knight LLP, Miami, Florida and for the
underwriters, if any, by Mayer Brown LLP, Chicago, Illinois.
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WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document previously filed by us at the SECs Public
Reference Room, 100 F Street, N.E.,
Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.
Our filings with the SEC are also available to the public on the
SECs Internet website at
http://www.sec.gov.
You can also inspect reports, proxy statements and other
information about us at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement under the
Securities Act that registers the distribution of the securities
offered hereby. The registration statement, including the
attached exhibits and schedules, contains additional relevant
information about us and the securities being offered. This
prospectus, which forms part of the registration statement,
omits certain of the information contained in the registration
statement in accordance with the rules and regulations of the
SEC. Reference is hereby made to the registration statement and
related exhibits for further information with respect to us and
the securities offered hereby. Statements contained in this
prospectus concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We are allowed to incorporate by reference the
information we file with the SEC, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is an
important part of this prospectus, and information that we file
subsequently with the SEC will automatically update and
supersede the information included
and/or
incorporated by reference in this prospectus. We incorporate
into this prospectus by reference the following documents filed
by us with the SEC, other than information furnished pursuant to
Item 2.02 or Item 7.01 of
Form 8-K,
each of which should be considered an important part of this
prospectus:
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Our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009 filed with the
SEC on February 12, 2010;
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Portions of our Proxy Statement on Schedule 14A filed with
the SEC on March 19, 2009 that were incorporated by
reference into Part III of our Annual Report on
Form 10-K
for the fiscal year ended December 31, 2008;
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Our Current Report on
Form 8-K
filed with the SEC on February 17, 2010;
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Description of our common stock contained in our registration
statement on
Form 8-A
filed with the SEC on September 10, 1971 and any amendment
or report filed for the purpose of updating such
description; and
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All subsequent documents filed by us after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, other than any
information furnished pursuant to Item 2.02 or
Item 7.01 of
Form 8-K
or as otherwise permitted by SEC rules and regulations.
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Any statement contained in a document deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus and registration statement to
the extent that a statement contained herein or in any other
subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to
constitute a part of this prospectus and registration statement.
While any securities described herein remain outstanding, we
will make available at no cost, upon written or oral request, to
any beneficial owner and any prospective purchaser of securities
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described herein, any of the documents incorporated by reference
in this prospectus and registration statement by writing to us
at the following address or telephoning us at
(305) 500-3726.
Investor Relations
Ryder System, Inc.
11690 NW 105th Street
Miami, Florida
33178-1103
In addition, we make available free of charge through the
Investor Relations page on our website at
http://www.ryder.com,
our annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K
and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with or
furnished to the SEC. Other than the information expressly
incorporated by reference into this prospectus, information on,
or accessible through, our website is not a part of this
prospectus, any prospectus supplement or the registration
statement of which this prospectus is a part.
Exhibits to an incorporated document will not be provided unless
the exhibit is specifically incorporated by reference into this
prospectus.
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PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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SEC Registration Fees
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*
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Accounting Fees and Expenses
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**
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Trustees Fees and Expenses (including counsel fees)
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**
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Blue Sky Fees and Expenses
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**
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Printing and Engraving Fees
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**
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Rating Agency Fees
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**
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Legal Fees and Expenses
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**
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Miscellaneous
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**
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Total
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**
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In accordance with Rule 456(b), we are deferring payment of
the registration fee for the securities offered by this
registration statement. |
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Because an indeterminate amount of securities are covered by
this registration statement, the expenses in connection with the
issuance and distribution of securities are not currently
determinable. An estimate of the aggregate expenses in
connection with each sale of the securities being offered will
be included in the applicable prospectus supplement. |
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Item 15.
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Indemnification
of Directors and Officers.
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The FBCA authorizes the indemnification of officers, directors,
employees and agents under specified circumstances. Under
Section 607.0831 of the FBCA, a director is not personally
liable for monetary damages to the corporation or any other
person for any statement, vote, decision, or failure to act
regarding corporate management or policy unless (1) the
director breached or failed to perform his or her duties as a
director and (2) the directors breach of, or failure
to perform, those duties constitutes: (a) a violation of
the criminal law, unless the director had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause
to believe his or her conduct was unlawful, (b) a
transaction from which the director derived an improper personal
benefit, either directly or indirectly, (c) a circumstance
under which the liability provisions of Section 607.0834
are applicable, (d) in a proceeding by or in the right of
the corporation to procure a judgment in its favor or by or in
the right of a shareholder, conscious disregard for the best
interest of the corporation, or willful misconduct, or
(e) in a proceeding by or in the right of someone other
than the corporation or a shareholder, recklessness or an act or
omission which was committed in bad faith or with malicious
purpose or in a manner exhibiting wanton and willful disregard
of human rights, safety, or property. A judgment or other final
adjudication against a director in any criminal proceeding for a
violation of the criminal law estops that director from
contesting the fact that his or her breach, or failure to
perform, constitutes a violation of the criminal law; but does
not estop the director from establishing that he or she had
reasonable cause to believe that his or her conduct was lawful
or had no reasonable cause to believe that his or her conduct
was unlawful.
Under Section 607.0850 of the FBCA, a corporation has power
to indemnify any person who was or is a party to any proceeding
(other than an action by, or in the right of the corporation),
by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability
incurred in connection with such proceeding, including any
appeal thereof, if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement or conviction or upon
a plea of nolo contendere or its equivalent shall not, of
itself, create a
II-1
presumption that the person did not act in good faith and in a
manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the corporation or, with
respect to any criminal action or proceeding, has reasonable
cause to believe that his or her conduct was unlawful.
In addition, under Section 607.0850 of the FBCA, a
corporation has the power to indemnify any person, who was or is
a party to any proceeding by or in the right of the corporation
to procure a judgment in its favor by reason of the fact that
the person is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the
estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including any appeal thereof.
Such indemnification shall be authorized if such person acted in
good faith and in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made under this
subsection in respect of any claim, issue, or matter as to which
such person shall have been adjudged to be liable unless, and
only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall
determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
Under Section 607.0850 of the FBCA, the indemnification and
advancement of expenses provided pursuant to
Section 607.0850 of the FBCA are not exclusive, and a
corporation may make any other or further indemnification or
advancement of expenses of any of its directors, officers,
employees, or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as
to action in his or her official capacity and as to action in
another capacity while holding such office. However,
indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee or agent if a
judgment or other final adjudication establishes that his or her
actions, or omissions to act, were material to the cause of
action so adjudicated and constitute: (a) a violation of
the criminal law, unless the director, officer, employee or
agent had reasonable cause to believe his or her conduct was
lawful or had no reasonable cause to believe his or her conduct
was unlawful; (b) a transaction from which the director,
officer, employee or agent derived an improper personal benefit;
(c) in the case of a director, a circumstance under which
the above liability provisions of Section 607.0834 are
applicable; or (d) willful misconduct or a conscious
disregard for the best interests of the corporation in a
proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a
shareholder.
Article VIII of the Companys Restated Articles of
Incorporation provides that the Company has the power to
indemnify its directors, officers and other employees to the
full extent permitted by law. Article XII of the
Companys bylaws 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, partnership, joint venture, trust or other
enterprise.
The Company has also entered into indemnification agreements
with each of the members of its board of directors. Under the
terms of the indemnification agreements, each director is
entitled to the right of indemnification if, by reason of his or
her corporate status, he or she is, or is threatened to be made,
a party to any threatened, pending or completed proceedings. The
Company will indemnify each director against expenses, liability
and loss in certain circumstances, including but not limited to
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her or on his or her behalf in
connection with such proceeding or any claim, issue or matter
therein, if he or she acted in good faith and in a manner he or
II-2
she reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal
proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Company will indemnify each director
for all expenses actually and reasonably incurred if he or she
is wholly successful on the merits and will indemnify each
director for all expenses actually and reasonably incurred in
connection with each successfully resolved claim, issue or
matter if he or she is party successful on the merits. The
indemnification agreements also provide for advancement of
reasonable expenses, subject to proper notice being submitted to
the Company.
The Company maintains a directors and officers liability
insurance policy which, within the limits and subject to the
limitations of the policy, insures the directors and officers of
the Company against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and
certain liabilities which might be imposed as a result of such
claims, actions, suits or proceedings, which may be brought
against them by reason of their being or having been directors
or officers of the Company. The coverage extends to wrongful
acts such as breach of duty and negligence, but does not extend
to acts proven to be dishonest. The Company pays the premiums
for this policy.
The following exhibits are filed as part of this registration
statement:
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Number
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|
Exhibit Description
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|
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1
|
.1
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|
Form of Underwriting Agreement (Debt)
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1
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.2
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|
Form of Underwriting Agreement (Equity)
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1
|
.3*
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Form of Selling Agency Agreement for Domestic Medium-Term Notes.
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3
|
.1(a)
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The Ryder System, Inc. Restated Articles of Incorporation, dated
November 8, 1985, as amended through May 18, 1990
(incorporated by reference to the Companys Annual Report
on
Form 10-K
for the year ended December 31, 1990).
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3
|
.1(b)
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|
Articles of Amendment to Ryder System, Inc. Restated Articles of
Incorporation, dated November 8, 1985, as amended
(incorporated by reference to the Companys
Form 8-A
filed with the SEC on April 3, 1996).
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3
|
.2
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The Ryder System, Inc. By-laws, as amended through
December 15, 2009 (incorporated by reference to the
Companys
Form 8-K
filed with the SEC on December 21, 2009).
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4
|
.1
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Indenture between Ryder System, Inc. and The Bank of New York
Mellon Trust Company, N.A., dated as of October 3,
2003 (incorporated by reference to the Companys
Registration Statement on
Form S-3,
Registration
No. 333-108391,
filed with the SEC on August 29, 2003).
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4
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.2
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Form of domestic Debt Securities (incorporated by reference to
the Companys Registration Statement on
Form S-3,
Registration
No. 333-108391,
filed with the SEC on August 29, 2003).
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4
|
.3
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Form of domestic Medium-Term Notes (incorporated by reference to
the Companys Registration Statement on
Form S-3,
Registration
No. 333-108391,
filed with the SEC on August 29, 2003).
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4
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.5*
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Articles of Amendment to Restated Articles of Incorporation of
Ryder System, Inc. setting forth the number, designation,
relative rights, preferences and limitations of a series of
Preferred Stock.
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4
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.6*
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Form of Preferred Stock Certificate.
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4
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.7*
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Form of Depositary Agreement.
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4
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.8*
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Form of Depositary Receipt.
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4
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.9*
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Form of Stock Purchase Unit.
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4
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.10*
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Form of Stock Purchase Contract.
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5
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.1
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Opinion of Holland & Knight LLP.
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12
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.1
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Calculation of Ratio of Earnings to Fixed Charges.
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23
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.1
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Consent of PricewaterhouseCoopers LLP.
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23
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.2
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Consent of Holland & Knight (included in
Exhibit 5.1).
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II-3
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Number
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Exhibit Description
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24
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.1
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Power of Attorney.
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25
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.1
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Form T-1
Statement of Eligibility of Trustee under the
Trust Indenture Act of 1939.
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* |
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If required, this exhibit will be filed in an amendment or as an
exhibit to a document to be incorporated by reference herein in
connection with an offering of securities. |
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 this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in this
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement;
provided, however, that the undertakings set forth in
subparagraphs (i), (ii) and (iii) above do not apply
if the information required to be included in a post-effective
amendment by those subparagraphs is contained in 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 this
registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of 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.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration
statement; and
(ii) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in
II-4
Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to
which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(6) That, for the purposes of determining any liability
under the Securities Act of 1933, each filing of the
Registrants 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
plans 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.
(7) 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 SEC such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person, in connection with the securities being registered, the
registrant will, unless in the opinion of our 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.
II-5
SIGNATURES
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-3
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 February 25, 2010.
RYDER SYSTEM, INC.
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By:
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/s/ Gregory T. Swienton
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Gregory T. Swienton,
Chairman of the Board 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 as of the dates indicated.
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Signature
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Title
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Date
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/s/ Gregory
T. Swienton
Gregory
T. Swienton
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Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
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February 25, 2010
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|
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/s/ Robert
E. Sanchez
Robert
E. Sanchez
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
February 25, 2010
|
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|
|
/s/ Art
A. Garcia
Art
A. Garcia
|
|
Senior Vice President and Controller
(Principal Accounting Officer)
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February 25, 2010
|
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*
James
S. Beard
|
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Director
|
|
February 25, 2010
|
|
|
|
|
|
*
John
M. Berra
|
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Director
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|
February 25, 2010
|
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David
I. Fuente
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|
Director
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*
L.
Patrick Hassey
|
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Director
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|
February 25, 2010
|
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Lynn
M. Martin
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Director
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*
Luis
P. Nieto, Jr.
|
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Director
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|
February 25, 2010
|
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*
Eugene
A. Renna
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Director
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February 25, 2010
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II-6
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Signature
|
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Title
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Date
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*
Abbie
J. Smith
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Director
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February 25, 2010
|
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*
E.
Follin Smith
|
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Director
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|
February 25, 2010
|
|
|
|
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*
Hansel
E. Tookes, II
|
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Director
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February 25, 2010
|
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* /s/ Robert D. Fatovic
Robert
D. Fatovic
Attorney-in-Fact
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February 25, 2010
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II-7