| PRELIMINARY PRICING SUPPLEMENT NO. 2 | Rule 424(b)(2) |
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| to Prospectus dated November 1, 2005 | File No. 333-128661 |
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| and Prospectus Supplement dated December 13, 2005 | CUSIP No. 78355H JK 6 |
| Trade Date: | [•] |
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| Principal Amount: | $[•] |
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| Public Offering Price: | [ • ]% |
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| Issue Date: | [•] |
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| Maturity Date: | [ ], 2016 |
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| Interest Rate: | [ • ]% |
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| Day Count: | 30/360 |
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| Net Proceeds to Ryder: | $[ • ] |
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| Interest Payment Dates: | Semi-annually on [•] and [•] of each year, commencing [•] 2007,
and at Maturity. |
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| Underwriters’ Commission: | [•]% |
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| Record Dates: | [•]and [•] |
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| Form: | x Book Entry o Certificated |
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| Redemption: | o The Notes cannot be redeemed prior to maturity. |
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x The Notes may be redeemed prior to maturity. |
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| Optional Redemption: | o No |
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x Yes |
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Other Terms |
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The Notes will be redeemable as a whole at any time or in part
from time to time, at our option, at a redemption price equal to
the greater of: |
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(i) 100% of the principal amount of the Notes being redeemed, or |
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(ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the notes being redeemed
from the redemption date to [ • ] discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus [ • ] basis
points, plus, in either case, any interest accrued but not paid
to the date of redemption. |
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“Treasury Rate” means, with respect to any redemption date for
the Notes, |
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(i) the yield, under the heading which represents the average for
the immediately preceding week, appearing in the most recently
published statistical release designated “H. 15(519)” or any
successor publication which is published weekly by the Board of
Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities
adjusted to constant maturity under the caption “Treasury
Constant Maturities,” for the maturity corresponding to the
Comparable Treasury Issue (if no maturity is within three months
before or after the maturity date for the Notes, yields for the
two published maturities most closely corresponding to the
Comparable Treasury Issue will be determined and the Treasury
Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month), or |
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(ii) if the release referred to in (i) (or any successor release)
is not published during the week preceding the calculation date
or does not contain the yields referred to above, the rate per
year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that
redemption date. |
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The Treasury Rate will be calculated on the third Business Day
preceding the redemption date. |
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“Comparable Treasury Issue” means the United States Treasury
security selected by an “Independent Investment Banker” as having
a maturity comparable to the remaining term of the Notes to be
redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the
remaining term of the Notes. |
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“Independent Investment Banker” means, with respect to any
redemption date for the Notes, Wachovia Capital Markets, LLC and
its successors or, if such firm or any successor to such firm, as
the case may be, is unwilling or unable to select the Comparable
Treasury Issue, an independent investment banking institution of
national standing appointed by the Trustee after consultation
with us. |
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“Comparable Treasury Price” means with respect to any redemption
date for the Notes, |
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(i) the average of four Reference Treasury Dealer Quotations for
the redemption date, after excluding the highest and lowest of
those Reference Treasury Dealer Quotations, or |
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(ii) if the Trustee obtains fewer than four Reference Treasury
Dealer Quotations, the average of all quotations obtained.
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“Reference Treasury Dealer” means Citigroup Global Markets Inc.,
Morgan Stanley & Co. Incorporated, one other primary U.S.
government security dealer in New York City selected by Wachovia
Capital Markets, LLC and one other primary U.S. government
securities dealer in the United States appointed by the Trustee
in consultation with us (each, a “Primary Treasury Dealer”). If
any Reference Treasury Dealer ceases to be a Primary Treasury
Dealer, we will substitute another Primary Treasury Dealer for
that dealer. |
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“Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case
as a percentage of its principal amount) quoted in writing to the
Trustee by that Reference Treasury Dealer, at 5:00 p.m. on the
third Business Day preceding the redemption date. |
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Notice of any redemption will be mailed at least 30 days but no
more than 60 days before the redemption date to each holder of
Notes to be redeemed. |
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Unless we default in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the
Notes or portions of the Notes called for redemption. |
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| Repayment at Option of Holder: | x The holder has no option to elect repayment of the Notes prior to
maturity. |
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oThe Notes are repayable prior to maturity at the option of holder. |
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| Terms of Repayment: | ||
| Discount Note: | o Yes x No |
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| Total Amount of OID: | ||
| Yield to Maturity: | ||
| Initial Accrual Period OID: | ||
| Citigroup | Morgan Stanley | Wachovia Securities |
| Banc of America Securities LLC | BNP PARIBAS | Dresdner Kleinwort | RBS Greenwich Capital |
| Underwriters’ Capacity: | o
As agent x As principal |
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| If as principal: | o The Notes are being offered at varying prices
relating to prevailing market prices at the Time
of sale. |
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x The Notes are being offered at a fixed initial
public offering price equal to the Issue Price (as
a percentage of Principal Amount). |
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| Underwriters | Principal Amount | |||
Citigroup Global Markets Inc. |
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Morgan Stanley & Co. Incorporated |
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Wachovia Capital Markets, LLC |
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Banc of America Securities LLC |
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BNP Paribas Securities Corp. |
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Dresdner Kleinwort Securities LLC |
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Greenwich Capital Markets, Inc. |
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J.P. Morgan Securities Inc. |
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KBC Financial Products USA Inc. |
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Lazard Capital Markets LLC |
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Piper Jaffray & Co. |
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RBC Capital Markets Corporation |
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SunTrust Capital Markets, Inc. |
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Total |
$ | |||
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