6-K 1 jd11-3_6k.txt ================================================================================ FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 --------------- For the date of October 31, 2003 Commission File Number 0-50131 --------------- IFCO SYSTEMS N.V. (Translation of Registrant's Name Into English) KONINGSLAAN 34 1075 AD AMSTERDAM, THE NETHERLANDS (Address of principal executive office) --------------- (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F --- --- (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):____) (Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):____) (Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3 - 2(b) under the Securities Exchange Act of 1934.) Yes No X --- --- If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g 3-2(b) : 82 -_____. ================================================================================ AD HOC DISCLOSURE The ad hoc disclosure filed by the registrant with the Deutsche Boerse (Frankfurt Stock Exchange) on October 31, 2003 is attached to this report as Appendix A. SIGNATURE 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, thereunto duly authorized. Date: November 3, 2003 IFCO SYSTEMS N.V. (Registrant) By: /s/ Michael W. Nimtsch ---------------------------------------- Name: Michael W. Nimtsch Title: Senior Executive Vice President and Chief Financial Officer APPENDIX A [IFCO SYSTEMS LOGO] FOR IMMEDIATE RELEASE Date: October 31, 2003 Frankfurt:(IFE1) IFCO Systems N.V. expects to report a net profit of US$ 4.9 million for Q3 2003 Amsterdam, October 31, 2003 - Based on preliminary figures, IFCO Systems N.V. expects to report a net profit of approximately US$4.9 million for Q3 2003 in comparison to US$3.6 million in Q3 2002, an increase of 38% year over year. Sustainable cost management and an increase in revenues were the key factors for this result. For the first nine months of 2003, IFCO Systems N.V. expects to report a net profit of approximately US$8.0 million compared to a net loss of US$95.6 million in the same period of the previous year. IFCO Systems N.V. will publish detailed figures for its third quarter 2003 on November 4, 2003. The statements in this press release regarding management's expectations, estimates and projections constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are subject to risks and uncertainties that could cause IFCO Systems' results to differ materially from those expectations, such as: (1) our ability to compete successfully in highly competitive industries; (2) our substantial leverage and our ability to meet our debt service obligations; (3) our dependence on our sole suppliers for the RPC business, Schoeller Wavin Systems AG and Schoeller Wavin Systems, Inc., and a small number of relatively large retailers; (4) our ability to maximize operating and organizational efficiencies; (5) our ability to respond to volatility in other factors affecting our profitability; (6) our ability to successfully and efficiently manage litigation; (7) our ability to comply with existing or newly implemented environmental regimes; (8) our limited capital resources and our historical financial difficulties; (9) concentrated ownership; (10) weather conditions and seasonality; (11) availability and cost of RPCs; (12) changes in national or international politics and economics; (13) currency exchange rate fluctuations; and (14) changes in capital and financial markets, including the performance of companies listed on the Frankfurt Stock Exchange. This announcement should be read in conjunction with the filings made by IFCO Systems with the U.S. Securities and Exchange Commission and the Frankfurt Stock Exchange. These filings disclose risk factors and other information that could cause actual results to materially differ from management's expectations.

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report Of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act Of 1934

For the date of October 14, 2003

Commission File Number 0-50131

IFCO SYSTEMS N.V.

(Translation of registrant’s name into English)

Koningslaan 34

1075 AD Amsterdam, The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T

Rule 101(b)(7):

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Ad Hoc Disclosure

The ad hoc disclosure filed by the registrant with the Deutsche Böerse (Frankfurt Stock Exchange) on October 13, 2003, regarding the execution by investment funds advised by Apax Partners of agreements with the registrant’s shareholders to acquire a majority of the registrant’s shares, is attached to this report as Appendix A.

Press Release

The press release dated October 14, 2003, regarding the execution by investment funds advised by Apax Partners of agreements with the registrant’s shareholders to acquire a majority of the registrant’s shares, is attached to this report as Appendix B.

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, thereunto duly authorized.

	IFCO SYSTEMS N.V. (Registrant)
Date: October 14, 2003	By:	/s/ MICHAEL W. NIMTSCH
		Michael W. Nimtsch Senior Executive Vice President and Chief Financial Officer

APPENDIX A

[IFCO SYSTEMS LOGO]

Nr. of pages: 1

FOR IMMEDIATE RELEASE

Date: 13.10.2003

Frankfurt: IFE1

Apax Funds sign agreements to acquire majority of shares of IFCO Systems N.V.

Amsterdam, October 13th, 2003—IFCO Systems, N.V. (“IFCO Systems”) has been informed today that investment funds advised by Apax Partners, acting through Island International Limited Partnership, have signed, in a series of private transactions, purchase agreements with shareholders representing more than 82 percent of the issued shares of IFCO Systems. The purchase agreements are subject to, inter alia, merger control clearance. IFCO Systems intends to remain listed on the Prime Standard market of Deutsche Börse.

APPENDIX B

[IFCO SYSTEMS LOGO]

Nr. of pages: 1

FOR IMMEDIATE RELEASE

Date: 14.10.2003

Frankfurt: IFE1

Apax Funds sign agreements to acquire majority of shares of IFCO Systems N.V.

Amsterdam, October 14th, 2003—IFCO Systems, N.V. (“IFCO Systems”) has been informed on October 13th, 2003 that investment funds advised by Apax Partners, acting through Island International Limited Partnership, have signed, in a series of private transactions, purchase agreements with shareholders representing more than 82 percent of the issued shares of IFCO Systems. The purchase agreements are subject to, inter alia, merger control clearance. IFCO Systems intends to remain listed on the Prime Standard market of Deutsche Börse.

IFCO Systems is a world-wide logistics service provider with approximately 160 locations in Europe and North America. IFCO Systems operates a pool of more than 65 million RPCs (Reusable Plastic Containers) globally, which are used as a logistic system predominantly for fresh produce by leading grocery retailers.

In the United States, IFCO Systems also provides a national network of pallet management services. With more than 45 million wooden pallets recycled annually, IFCO Systems is the market leader in this industry. In 2002 IFCO Systems generated revenues of 380.7 million USD.

According to the webpage of Apax Partners (www.apax.com) the international private equity firm Apax Partners advises investment pools with a total of 12 billion Euro. Investment pools advised by Apax Partners pursue a balanced investment strategy with focus on growth companies in the information technology, telecommunication, media, healthcare, consumer goods, retail and service industry.

Founded in 1972, Apax Partners today operates world-wide out of 11 offices in Europe, Israel, USA and Japan.

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