FORM 8-K

0000950123-09-041763.txt : 20090909 0000950123-09-041763.hdr.sgml : 20090909 20090908174747 ACCESSION NUMBER: 0000950123-09-041763 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090908 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090909 DATE AS OF CHANGE: 20090908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RYDER SYSTEM INC CENTRAL INDEX KEY: 0000085961 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 590739250 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04364 FILM NUMBER: 091058959 BUSINESS ADDRESS: STREET 1: 11690 N.W. 105TH STREET CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055003726 MAIL ADDRESS: STREET 1: 11690 N.W. 105TH STREET CITY: MIAMI STATE: FL ZIP: 33178 8-K 1 g20459e8vk.htm FORM 8-K FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 8, 2009

RYDER SYSTEM, INC.

(Exact name of registrant as specified in its charter)


Florida	1-4364	59-0739250

(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)


11690 NW 105th Street
Miami, Florida		33178

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (305) 500-3726

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EX-99.1

Item 8.01 Other Events.

On September 8, 2009, Ryder System, Inc. (“Ryder”) issued a press release announcing that approximately $289 million aggregate principal amount of its outstanding 5.95% Notes due May 2011, 5.0% Notes due April 2011 and 4.625% Notes due April 2010 (collectively, the “Notes”) had been validly tendered and not validly withdrawn in the previously announced cash tender offer (the “Offer”) for up to $100 million aggregate principal amount of Notes. Pursuant to the terms of the Offer, Ryder accepted for purchase $100 million aggregate principal amount of the tendered Notes. A copy of the press release announcing the results of the Offer is furnished hereto as Exhibit 99.1.

From time to time in the future, Ryder may acquire Notes that were not purchased in the Offer, or other outstanding notes, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as Ryder may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. Alternatively, Ryder may, subject to certain conditions, redeem any or all of the Notes not purchased pursuant to the Offer at any time that it is permitted to do so under the respective indentures governing the Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished as part of this Report on Form 8-K:


Exhibit 99.1		Press Release, dated September 8, 2009, relating to the final results of Ryder System, Inc.’s offer to purchase certain of its outstanding notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 8, 2009	RYDER SYSTEM, INC. (Registrant)
	By:	/s/ Robert E. Sanchez
		Robert E. Sanchez, Executive Vice
		President and Chief Financial Officer

EX-99.1 2 g20459exv99w1.htm EX-99.1 EX-99.1

Exhibit 99.1

News Release


Contacts:	Media:	Investor Relations:
	David Bruce	Bob Brunn
	(305) 500-4999	(305) 500-4053

RYDER ANNOUNCES FINAL RESULTS OF
$100 MILLION DEBT TENDER OFFER

MIAMI, September 8, 2009 – Ryder System, Inc. (NYSE: R) today announced the final results of the previously announced cash tender offer (the “Offer”) for up to $100 million aggregate principal amount of outstanding 5.95% Notes due May 2011, 5.0% Notes due April 2011, and 4.625% Notes due 2010 (collectively, the “Notes”). As of 12:00 midnight, New York City time, on September 4, 2009 (the “Expiration Date”), approximately $289 million aggregate principal amount of Notes had been validly tendered and not validly withdrawn in the Offer.

The amounts of each series of Notes accepted for purchase in the Offer were determined based on (i) the order of priority (the “Acceptance Priority Level”) for such series, (ii) a cap of $50 million on the aggregate principal amount of May 2011 Notes and April 2011 Notes, on a combined basis, that may be purchased, and (iii) a maximum tender cap of $100 million on the aggregate principal amount of Notes that may be purchased in the Offer. Because the aggregate principal amount of May 2011 Notes validly tendered and not validly withdrawn exceeded $50 million, no April 2011 Notes will be purchased. Because the aggregate principal amount of May 2011 Notes and April 2010 Notes validly tendered and not validly withdrawn exceeded the respective principal amounts being accepted for purchase pursuant to the Offer, tendered May 2011 Notes and April 2010 Notes will be purchased on a pro rata basis.

The following table sets forth the amount of each series of Notes validly tendered as of the Expiration Date, the amount accepted for purchase and the applicable approximate proration factors.


	Principal			Maximum			Principal		Principal
	Amount		Acceptance	Tender			Amount		Amount
Title of Securities and	Outstanding		Priority	Amount			Tendered		Accepted		Proration
CUSIP Numbers	(000s)		Level	(000s)			(000s)		(000s)		Factor
5.95% Notes due May 2011 (CUSIP No. 78355 HJJ 9)	$	250,000	1^st	$	50,000	⁽¹⁾	$	91,139	$	50,000		54.9	%
5.0% Notes due April 2011 (CUSIP No. 78355 HJG 5)	$	175,000	2^nd	$	50,000	⁽¹⁾	$	95,777		$0		N/A
4.625% Notes due April 2010 (CUSIP No. 78355 HJF 7)	$	225,000	3^rd		⁽²⁾		$	101,666	$	50,000		49.2	%


(1)		The Maximum Tender Amount for the May 2011 Notes and the April 2011 Notes, on a combined basis, is $50 million.

(2)		$100 million, less the amount of May 2011 Notes and April 2011 Notes tendered and accepted for purchase.

The terms and conditions of the Offer are described in the Offer to Purchase dated August 10, 2009 and the related Letter of Transmittal (the “Offer Documents”).

The Dealer Managers for the Offer were Mizuho Securities USA Inc., Jefferies & Company, Inc. and SunTrust Robinson Humphrey, Inc. Questions regarding the Offer may be directed to Mizuho Securities USA Inc. at 866-271-7403 (toll free) or to Jefferies & Company, Inc. at 877-877-0696 (toll free) and 212-284-2435 (collect) or to SunTrust Robinson Humphrey, Inc. at 800-685-4786 (toll-free) and 404-813-0215 (collect). Copies of the Offer Documents may be obtained from the Information Agent, D.F. King & Co., Inc., at 800-269-6427 (toll-free) and 212-269-5550 (collect).

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any other securities. The Offer was made only by, and pursuant to, the terms of the Offer Documents.

About Ryder

Ryder provides leading-edge transportation, logistics, and supply chain management solutions. Ryder’s stock (NYSE: R) is a component of the Dow Jones Transportation Average and the Standard & Poor’s 500 Index. Ryder ranks 399th on the FORTUNE 500^®. For more information on Ryder System, Inc., visit www.ryder.com.

# # #

Note Regarding Forward-Looking Statements: Certain statements and information included in this press release may be “forward-looking statements.” Accordingly, these forward-looking statements should be evaluated with consideration given to the many risks and uncertainties inherent in our business that could cause actual results and events to differ materially from those in the forward-looking statements. Important factors that could cause such differences include, among others, the risks described in our filings with the Securities and Exchange Commission. The risks included here are not exhaustive. New risks 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 risks on our business. Accordingly, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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