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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
June 13, 2001
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IFCO SYSTEMS N.V.
(Translation of registrant's name into English)
"RIVIERSTAETE" AMSTELDIJK 166
1079 LH AMSTERDAM, THE NETHERLANDS
(Address of principal executive offices)
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(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
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(Indicate by check mark whether the registrant by furnishing the
information contained in this Form 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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-N/A.)
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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
IFCO Systems N.V. (the "Company") has called an Annual General Meeting of
its shareholders to be held on June 28, 2001, for the purpose of (i) extending
the period in which the Board of Directors of the Company (the "Board") shall
draw up the Company's 2000 Annual Accounts, prepared in accordance with Dutch
generally accepted accounting principles, as required under the laws of the
Netherlands, and 2000 Annual Report for up to six months and (ii) appointing
Karl Pohler as an A Member of the Board. The Notice Calling an Annual General
Meeting, dated June 8, 2001, which was sent on or before June 13, 2001, to all
shareholders of record and sent or published on or before June 13, 2001, to all
beneficial owners of shares, is attached to this report as Appendix A.
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: June 13, 2001 By: /s/ Edward E. Rhyne
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Edward E. Rhyne
Executive Vice President and General
Counsel
APPENDIX A
[IFCO Systems N.V. logo]
IFCO SYSTEMS N.V.
"Rivierstaete", Amsteldijk 166
1079 LH AMSTERDAM, THE NETHERLANDS
NOTICE CALLING AN ANNUAL GENERAL MEETING
The shareholders and other parties with meeting rights of IFCO Systems N.V. (the
"Company") are invited for the Annual General Meeting that will be held on
Thursday, June 28, 2001 at 11:00 a.m. local time at the Company's office,
"Rivierstaete," Amsteldijk 166, 1079 LH Amsterdam, the Netherlands (telephone,
31-20-504-1772).
The agenda for this meeting is as follows:
1. Opening.
2. Report by the Board of Directors on the Company.
3. Extension of the period in which the Board of Directors shall draw up the
2000 Annual Accounts (the "Dutch Annual Accounts") and 2000 Annual Report
(the "Dutch Annual Report") for up to six months.
4. Appointment of Karl Pohler as an A Member of the Company's Board of
Directors.
5. Other business as may properly come before the Annual General Meeting.
6. Closing.
Shareholders and other parties with meeting rights will only be considered as
shareholders or parties with meeting rights if they are registered in a register
designated for that purpose by the Board of Directors at the close of business
on Thursday, June 21, 2001 (the "Record Date"), irrespective of who at the time
of the Annual General Meeting is entitled to the shares.
Shareholders and other parties with meeting rights, including beneficial owners
of shares, who wish to attend the Annual General Meeting (in person or by proxy)
shall only have access to the meeting if they have expressed their desire to do
so to the Company in writing at the address above no later than the Record Date.
Holders of registered shares for which share certificates have been issued must
also state the identifying numbers of their share certificates.
Shareholders and other parties with meeting rights, who wish to be represented
at the Annual General Meeting by means of a proxy, must notify the Company
thereof and submit their proxy to the Company no later than the Record Date.
The Company and the Board of Directors are not soliciting proxies for the Annual
General Meeting from registered or beneficial shareholders, and no proxy
statement will be distributed.
The Company is seeking an extension of the period in which the Board of
Directors shall draw up the Dutch Annual Accounts for up to six months due to
the following circumstances, which the Company believes are of an exceptional
nature. The extension is necessary because the completion of the Company's
audited financial statements for 2000 in accordance with U.S. generally accepted
accounting principles ("GAAP") and U.S. Securities and Exchange Commission
("SEC") regulations has been delayed. This delay is, in part, because the
assessment of the balance sheet implications of the planned sale of the
Company's pallet manufacturing division could not be completed earlier. In
addition, initial restructuring measures in anticipation of the sale have
contributed to the delay. As a result, the Company has sought and been granted
an extension by Deutsche Borse AG (the Frankfurt Stock Exchange) to June 30,
2001, of the deadline for filing its required 2000 annual report, including
audited U.S. GAAP financial statements with the Frankfurt Stock Exchange (the
"SMAX Annual Report"). The Company cannot begin the process of preparing the
Dutch Annual Accounts, which are required to be in accordance with Dutch GAAP,
until that time and cannot complete the Dutch Annual Report until completion of
the Dutch Annual Accounts. The Company believes that these difficulties and
delays are only temporary and will not affect the timing of future financial
statements. Upon completion of the Dutch Annual Accounts and Dutch Annual
Report, the Company will call and convene another General Meeting to present the
Dutch Annual Accounts and Dutch Annual Report for adoption.
The need to appoint a new member of the Company's Board of Directors is the
result of the resignation of Dr. Frank Tofflinger in December 2000. Karl Pohler
has had the authority and the responsibilities of Chief Executive Officer of the
Company since December 2000. Mr. Pohler previously served as Chief Executive
Officer of IFCO Online from August 2000 until March 2001. Prior to joining the
Company, Mr. Pohler was the chairperson of the Board of Management of Computer
2000 AG, Munich and, at the same time, European president of Computer 2000/Tech
Data Corp. From 1997 to 1999, he was the CEO of Sony Deutschland GmbH, Cologne.
Between 1993 and 1996, he served as CEO of Computer 2000 Deutschland GMBH. From
1980 to 1992, he was active in executive management functions for Digital
Equipment GmbH, Munich.
The SMAX Annual Report and the Company's 2000 annual report on Form 20-F
required to be filed with the SEC (the "SEC Annual Report") will not be
available for distribution prior to the Annual General Meeting. The SMAX Annual
Report and the SEC Annual Report are now both required to be filed on or before
June 30, 2001 (or the next following business day) and, once filed, they will be
accessible on the SMAX website of the Frankfurt Stock Exchange (www.smax.de) and
the SEC website (www.sec.gov), respectively. Additionally, the 2000 annual
report to shareholders (the "Annual Report to Shareholders"), which will include
the SEC Annual Report, will be posted on the Company's website
(www.ifcosystems.de or www.ifcosystems.com) on or before July 16, 2001. The
Company will then publish or provide notice to shareholders of the availability
of the Annual Report to Shareholders.
By Order of the Board of Directors
Amsterdam, the Netherlands
June 8, 2001