IFCO SYSTEMS NV, F-1/A, 2000-03-02

IFCO SYSTEMS NV
F-1/A, 2000-03-02
PLASTICS PRODUCTS, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on March 2, 2000
Registration No. 333-96191
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

---------------

AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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IFCO Systems N.V.
(Exact name of Registrant as Specified in its Charter)

---------------
The Netherlands 3089 98-0216429
(State or other (Primary Standard (I.R.S Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code
organization) Number)
---------------
"Rivierstaete", Amsteldijk 166
1079 LH
Amsterdam, The Netherlands
31-20-504-1772
(Address and telephone number of Registrant's principal executive office)
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Silver Oak Acquisition Corp.
c/o Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name, address and telephone number of agent for service)
---------------
Copies to:

John D. Wilson Stephen M. Wiseman
Shearman & Sterling King & Spalding
Broadgate West 1185 Avenue of the Americas
9 Appold Street New York, New York 10036-4003
London EC2A 2AP England

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Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
---------------
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,
check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [_]
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. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

---------------
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The table below lists the fees and expenses, other than underwriting
discounts and commissions, which the registrant will pay in connection with the
offering described in this registration statement. All the expenses are
estimates, except for the SEC registration fee, the Netherlands Capital Tax,
the Nasdaq National Market listing fee, the NASD filing fee, and the Frankfurt
Stock Exchange listing fee.
<TABLE>
<CAPTION>
Amount
----------
<S> <C>
SEC registration fee................................................ $ 60,228
NASD filing fee..................................................... 18,944
Nasdaq National Market listing fee.................................. 95,000
Frankfurt Stock Exchange listing fee................................ 15,000
Netherlands Capital Tax............................................. 2,015,000
Legal fees and expenses............................................. 1,000,000
Accounting fees and expenses........................................ 750,000
Printing and engraving expenses..................................... 500,000
Transfer agent and registrar fees................................... 35,000
Miscellaneous expenses.............................................. 935,625
----------
Total............................................................... $5,424,797
==========
</TABLE>
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Item 14. Indemnification of Directors And Officers

IFCO Systems N.V. has agreed to indemnify each member of its board of
directors if, in the course of executing his or her duties, the member incurs
personal liability under civil laws, subject to the right of IFCO Systems to
recover payment from each such member to the extent permitted by applicable
law. IFCO Systems will also maintain an insurance policy with a third-party
carrier insuring members of the board of directors against the foregoing
liabilities.

Item 15. Recent Sales of Unregistered Securities

The following is a summary of transactions by IFCO Systems involving sales of
its securities that have not been registered under the Securities Act of 1933.
None of these transactions involved any underwriters, underwriting discounts or
commissions, or any public offering.

(1) On March 31, 1999, upon its incorporation, IFCO Systems issued 5,000
ordinary shares, 10 euros nominal value per share, to Schoeller Industries
for 50,000 euros.

(2) On November 3, 1999, pursuant to a purchase agreement between Schoeller
Industries and Schoeller Holding, Schoeller Industries sold and transferred
to IFCO Holding (formerly known as Avenue Verwaltungsgesellschaft mbH)
5,000 ordinary shares, 10 euros nominal value per share, for total
consideration of 50,000 euros.

(3) In connection with the merger and this offering:

(a) IFCO Systems will issue to Schoeller Holding 995,000 ordinary shares,
10 euros nominal value per share, in consideration for the contribution
to IFCO Systems of: (i) one share in the nominal amount of DM3,040,000 in
the capital of IFCO Europe, (ii) three shares in the nominal amount of
DM5,000, DM5,000, and DM40,000, respectively, in the capital of IFCO
International, and (iii) six shares in the nominal amount of DM11,300,
DM11,200, DM12,500, DM1,200, DM12,500, and DM1,300, respectively, in the
capital of MTS;

(b) IFCO Systems will issue to Schoeller Holding 250,000 ordinary shares,
10 euros nominal value per share, in consideration for one share in the
nominal amount of DM960,000 in the capital of IFCO Europe;

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(c) IFCO Systems will issue to Schoeller Holding 2,750,000 ordinary
shares, 10 euros nominal value per share, to be paid in cash from the
share premium reserve account;

(d) IFCO Systems will effect a 5-for-1 stock split of the IFCO Systems
ordinary shares resulting in a nominal value per share of 2 euros after
the stock split.

The issuances of the securities set forth in paragraphs 1 through 3 above
were deemed to be exempt from registration under the Securities Act in
reliance, unless otherwise indicated, on Section 4(2) of the Securities Act
and, in certain circumstances, Regulation D and Regulation S promulgated under
the Securities Act. The recipients of such securities represented their
intentions to acquire the securities for investment only and not with a view
to, or for sale in connection with, any distribution thereof and appropriate
legends were affixed to the certificates representing the securities issued in
such transactions.

Item 16. Exhibits And Financial Statement Schedules

(a) Exhibits.

II-2
<PAGE>

<TABLE>
<C> <S>
10.6 Senior Subordinated Facility Agreement, dated February 20, 1998, between
IFCO International Food Container Organization GmbH as Borrower, IFCO
Europe, and the Financial Institutions named therein (incorporated by
reference to Exhibit 10.5 to IFCO Systems' Registration Statement on
Form F-4, registration no. 333-96021).
10.7 Intercreditor Agreement, dated February 20, 1998, between BHF Bank AG as
Senior Agent and Security Trustee, Barclays Bank PLC as Senior
Subordinated Agent and the Financial Institutions named therein as
Initial Senior Lenders and Initial Senior Subordinated Lenders
(incorporated by reference to Exhibit 10.6 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.8 Security Trust Agreement, dated February 27, 1998, between BHF Bank AG
as Security Trustee and Senior Agent, IFCO International Food Container
Organization GmbH as Borrower, IFCO Europe, Barclays Bank PLC as Senior
Subordinated Agent, and the Financial Institutions named therein
(incorporated by reference to Exhibit 10.7 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.9 Option Release and IPO-Facilitation Agreement, dated May 27, 1999, by
and among, inter alia, Schoeller Industries, Schoeller Plast AG, GE
Capital, and GE Erste as amended by the Amendment of the Option Release
and IPO-Facilitation Agreement, dated January 31, 2000 (incorporated by
reference to Exhibit 10.8 to IFCO Systems' Registration Statement on
Form F-4, registration no. 333-96021).
10.10 Supply Agreement, dated November 4, 1997, between IFCO Europe and
Schoeller Plast Industries GmbH (assigned to Schoeller Plast AG)
(incorporated by reference to Exhibit 10.9 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.11 Membership Interest and Share Purchase Agreement, dated September 2,
1999, by and among, inter alia, Polymer International Corp., as seller,
and IFCO Systems, as purchaser (incorporated by
reference to Exhibit 10.10 to IFCO Systems' Registration statement on
Form F-4, registration
no. 333-96021).
10.12 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and IFCO Europe (incorporated by reference to Exhibit 10.11
to IFCO Systems' Registration Statement on Form F-4, registration no.
333-96021).
10.13 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and MTS (incorporated by reference to Exhibit 10.12 to IFCO
Systems' Registration Statement on Form F-4, registration no. 333-
96021).
10.14 Asset Purchase Agreement, dated as of February 12, 1998, by and among
PalEx, Container Services Company NW Acquisition, Inc., Container
Services Company SW Acquisition, Inc., Consolidated Drum Reconditioning
Co., Inc., CDRCo. HC, LLC, CDRCo. NW, LLC, CDRCo SW, LLC, Joseph Cruz,
and Philip Freeman (incorporated by reference to Exhibit 2.1 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no.
000-22237, as filed with the SEC on February 27, 1998).
10.15 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Acme Acquisition, Inc., Acme Barrel
Company, Inc., and the stockholders named therein (incorporated by
reference to Exhibit 2.2 to PalEx's Current Report on Form 8-K dated
February 12, 1998, Commission file no. 000-22237, as filed with the SEC
on February 27, 1998).
</TABLE>

<TABLE>
<S> <C>
10.16 Acquisition Agreement and Plan of Reorganization, dated as of February 23, 1998, by and among
PalEx, Acme Barrel Company, Inc., ESP Realty Corp., Inc., and the Elliot Pearlman Living Trust u/t/a
dated July 2, 1996 (incorporated by reference to Exhibit 2.3 to PalEx's Current Report on Form 8-K
dated February 12, 1998, Commission file no. 000-22237, as filed with the SEC on February 27, 1998).
</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C>
10.17 Acquisition Agreement and Plan of Reorganization, dated as of February 23, 1998, by and among
PalEx, Western Container Acquisition, Inc., Environmental Recyclers of Colorado Inc., and the
individual optionees named therein (incorporated by reference to Exhibit 2.4 to PalEx's Current
Report on Form 8-K dated February 12, 1998, Commission file no. 000-22237, as filed with the SEC
on February 27, 1998).
10.18 Acquisition Agreement, dated as of February 23, 1998, by and among PalEx, Western Container
Acquisition, Inc., and Barton A. Kaminsky (incorporated by reference to Exhibit 2.5 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no. 000-22237, as filed with
the SEC on February 27, 1998).
10.19 Share Purchase Agreement, dated as of September 11, 1998, by and among (a) PalEx, (b) 1313530
Ontario Inc., an Ontario corporation that is wholly owned by PalEx, and (c) 1271477 Ontario
Limited, Rollem Holdings Inc., 1271478 Ontario Limited, 1296288 Ontario Limited, Save On Pallets
Ltd., Pallet Management Services Inc., The David E. Turner Family Trust II, The David E. Turner
Family Trust III, The Enrico DiLello Family Trust II, The Enrico DiLello Family Trust III, The
Worden Teadsdale Family Trust, The Fraser Campbell Family Trust II, The Fraser Campbell Family
Trust III, The John F. Campbell Family Trust II, The John F. Campbell Family Trust, The Ronald
Doering Family Trust, Fraser Campbell, John F. Campbell, Enrice DiLello, Ronald Doering, Susan
Virginia Teadsdale, Worden Teadsdale, Clint Sharples, and David E. Turner (incorporated by reference
to Exhibit 2.1 to Palex's Current Report on Form 8-K dated September 11, 1998, Commission file
no. 000-22237, as filed on September 23, 1998).
10.20 Form of Employment and Noncompetition Agreement for Messrs. Maultsby, Rhyne, Fletcher, and
Fraser (the terms of each agreement are identical except for the level of compensation provided for
the respective individual) (incorporated by reference to Exhibit 10.4 to PalEx's Registration
Statement on Form S-1, registration no. 333-18683).
10.21 Form of Employment and Noncompetition Agreement for Messrs. Cruz and Freeman (incorporated by
reference to Exhibit 10.14 to PalEx's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998, Commission file no. 000-22237, as filed with the SEC on March 30, 1999).
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to IFCO Systems'
Registration Statement on Form F-4, registration no. 333-96021).
**23.1 Consent of PwC Deutshe Revision Aktiengesellschaft Wirtschaftsprufungsgesellschaft.
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of PricewaterhouseCoopers LLP.
**23.4 Consent of Stibbe Simont Monahan Duhot (included as part of Exhibit 5.1).
**23.5 Consent of Cornelius Geber.
**23.6 Consent of Sam W. Humphreys.
**23.7 Consent of Randall Onstead.
**23.8 Consent of Eckhard Pfeiffer.
**23.9 Consent of Christoph Schoeller.
</TABLE>

II-4
<PAGE>

<TABLE>
<S> <C>
**23.10 Consent of Dr. Frank Tofflinger.
**24 Power of Attorney (included on signature page).
</TABLE>

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*Filed herewith.
**Filed previously.

(b) Financial Statement Schedules.

Not required.

Item 17. Undertakings

(a) 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 the 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 the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in 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) to file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of Regulation S-X
under the Securities Act of 1933 at the start of any delayed offering or
throughout a continuous offering.

(b) 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 Securities and Exchange
Commission 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 its counsel the matter has been settled by controlling
precedent, subject 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.

(c) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing, as specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

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(d) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to be
the initial bona fide offering thereof.

(e) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 3 to Registration Statement on Form F-1 to
be signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York, on this 2nd day of March, 2000.

IFCO SYSTEMS N.V.

/s/ Martin A. Schoeller
By: ___________________________
Martin A. Schoeller
Director and Chief
Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to Registration Statement on Form F-1 has been signed by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Martin A. Schoeller Director and Chief Executive March 2, 2000
______________________________________ Officer (principal executive
Martin A. Schoeller officer)

* Director and Chief Financial March 2, 2000
______________________________________ Officer (principal financial
Dr. Willy von Becker and accounting officer)

Puglisi & Associates Authorized Representative in the March 2, 2000
United States
*
By: _____________________________
Gregory F. Lavelle
Vice President

/s/ Martin A. Schoeller
*By: ____________________________
Attorney-in-fact
</TABLE>

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EXHIBIT INDEX

<TABLE>
<C> <S>
**1.1 Form of Underwriting Agreement.
3.1 Articles of Association of IFCO Systems (English translation)
(incorporated by reference to Appendix D to the proxy
statement/prospectus filed as part of IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
4.1 Specimen Certificate of IFCO Systems ordinary shares (incorporated by
reference to Exhibit 4.1 to IFCO Systems' Registration Statement on Form
F-4, registration no. 333-96021).
*5.1 Opinion of Stibbe Simont Monahan Duhot P.C. as to the legality of the
IFCO Systems ordinary shares.
9.1 Voting Agreement dated as of October 6, 1999, and effective as of March
29, 1999, by and among PalEx and certain stockholders of PalEx
(incorporated by reference to Exhibit 9.1 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.1 Amended and Restated Agreement and Plan of Reorganization, dated as of
October 6, 1999 and effective as of March 29, 1999, by and among IFCO
Systems, IFCO Europe, MTS, IFCO International, Schoeller Industries,
Silver Oak and PalEx, as amended by Amendment No. 1 dated as of January
31, 2000 (incorporated by reference to Appendix A to the proxy
statement/prospectus filed as part of IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.2 Form of Lockup Agreement to be executed by Christoph Schoeller, Martin
Schoeller, Schoeller Industries, Schoeller Holding, and certain senior
executives of PalEx and its subsidiaries (incorporated by reference to
Exhibit 10.1 to IFCO Systems' Registration Statement on Form F-4,
registration no. 333-96021).
10.3 Form of Waiver to be entered by IFCO Systems and by certain employees of
PalEx (incorporated by reference to Exhibit 10.2 to IFCO Systems'
Registration Statement on Form F-4, registration no. 333-96021).
10.4 Senior Facility Agreement, dated February 20, 1998, between IFCO
International Food Container Organization GmbH, as Borrower, IFCO
Europe, and the Financial Institutions named therein (incorporated by
reference to Exhibit 10.3 to IFCO Systems' Registration Statement on
Form F-4, registration no. 333-96021).
10.5 Amendment to Senior Facility Agreement, dated February 28, 1998
(incorporated by reference to Exhibit 10.4 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.6 Senior Subordinated Facility Agreement, dated February 20, 1998, between
IFCO International Food Container Organization GmbH as Borrower, IFCO
Europe, and the Financial Institutions named therein (incorporated by
reference to Exhibit 10.5 to IFCO Systems' Registration Statement on
Form F-4, registration no. 333-96021).
10.7 Intercreditor Agreement, dated February 20, 1998, between BHF Bank AG as
Senior Agent and Security Trustee, Barclays Bank PLC as Senior
Subordinated Agent and the Financial Institutions named therein as
Initial Senior Lenders and Initial Senior Subordinated Lenders
(incorporated by reference to Exhibit 10.6 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.8 Security Trust Agreement, dated February 27, 1998, between BHF Bank AG
as Security Trustee and Senior Agent, IFCO International Food Container
Organization GmbH as Borrower, IFCO Europe, Barclays Bank PLC as Senior
Subordinated Agent, and the Financial Institutions named therein
(incorporated by reference to Exhibit 10.7 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.9 Option Release and IPO-Facilitation Agreement, dated May 27, 1999, by
and among, inter alia, Schoeller Industries, Schoeller Plast AG, GE
Capital, and GE Erste as amended by the Amendment of the Option Release
and IPO-Facilitation Agreement, dated January 31, 2000 (incorporated by
reference to Exhibit 10.8 to IFCO Systems' Registration Statement on
Form F-4, registration no. 333-96021).
</TABLE>

1
<PAGE>

<TABLE>
<C> <S>
10.10 Supply Agreement, dated November 4, 1997, between IFCO Europe and
Schoeller Plast Industries GmbH (assigned to Schoeller Plast AG)
(incorporated by reference to Exhibit 10.9 to IFCO Systems' Registration
Statement on Form F-4, registration no. 333-96021).
10.11 Membership Interest and Share Purchase Agreement, dated September 2,
1999, by and among, inter alia, Polymer International Corp., as seller,
and IFCO Systems, as purchaser (incorporated by
reference to Exhibit 10.10 to IFCO Systems' Registration statement on
Form F-4, registration
no. 333-96021).
10.12 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and IFCO Europe (incorporated by reference to Exhibit 10.11
to IFCO Systems' Registration Statement on Form F-4, registration no.
333-96021).
10.13 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and MTS (incorporated by reference to Exhibit 10.12 to IFCO
Systems' Registration Statement on Form F-4, registration no. 333-
96021).
10.14 Asset Purchase Agreement, dated as of February 12, 1998, by and among
PalEx, Container Services Company NW Acquisition, Inc., Container
Services Company SW Acquisition, Inc., Consolidated Drum Reconditioning
Co., Inc., CDRCo. HC, LLC, CDRCo. NW, LLC, CDRCo SW, LLC, Joseph Cruz,
and Philip Freeman (incorporated by reference to Exhibit 2.1 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no.
000-22237, as filed with the SEC on February 27, 1998).
10.15 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Acme Acquisition, Inc., Acme Barrel
Company, Inc., and the stockholders named therein (incorporated by
reference to Exhibit 2.2 to PalEx's Current Report on Form 8-K dated
February 12, 1998, Commission file no. 000-22237, as filed with the SEC
on February 27, 1998).
10.16 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Acme Barrel Company, Inc., ESP Realty
Corp., Inc., and the Elliot Pearlman Living Trust u/t/a
dated July 2, 1996 (incorporated by reference to Exhibit 2.3 to PalEx's
Current Report on Form 8-K
dated February 12, 1998, Commission file no. 000-22237, as filed with
the SEC on February 27, 1998).
10.17 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Western Container Acquisition, Inc.,
Environmental Recyclers of Colorado Inc., and the
individual optionees named therein (incorporated by reference to Exhibit
2.4 to PalEx's Current Report on Form 8-K dated February 12, 1998,
Commission file no. 000-22237, as filed with the SEC
on February 27, 1998).
10.18 Acquisition Agreement, dated as of February 23, 1998, by and among
PalEx, Western Container Acquisition, Inc., and Barton A. Kaminsky
(incorporated by reference to Exhibit 2.5 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no.
000-22237, as filed with the SEC on February 27, 1998).
10.19 Share Purchase Agreement, dated as of September 11, 1998, by and among
(a) PalEx, (b) 1313530 Ontario Inc., an Ontario corporation that is
wholly owned by PalEx, and (c) 1271477 Ontario
Limited, Rollem Holdings Inc., 1271478 Ontario Limited, 1296288 Ontario
Limited, Save On Pallets Ltd., Pallet Management Services Inc., The
David E. Turner Family Trust II, The David E. Turner
Family Trust III, The Enrico DiLello Family Trust II, The Enrico DiLello
Family Trust III, The Worden Teadsdale Family Trust, The Fraser Campbell
Family Trust II, The Fraser Campbell Family Trust III, The John F.
Campbell Family Trust II, The John F. Campbell Family Trust, The Ronald
Doering Family Trust, Fraser Campbell, John F. Campbell, Enrice DiLello,
Ronald Doering, Susan Virginia Teadsdale, Worden Teadsdale, Clint
Sharples, and David E. Turner (incorporated by reference
to Exhibit 2.1 to Palex's Current Report on Form 8-K dated September 11,
1998, Commission file no. 000-22237, as filed on September 23, 1998).
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
10.20 Form of Employment and Noncompetition Agreement for Messrs. Maultsby, Rhyne, Fletcher, and
Fraser (the terms of each agreement are identical except for the level of compensation provided for
the respective individual) (incorporated by reference to Exhibit 10.4 to PalEx's Registration
Statement on Form S-1, registration no. 333-18683).
10.21 Form of Employment and Noncompetition Agreement for Messrs. Cruz and Freeman (incorporated by
reference to Exhibit 10.14 to PalEx's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998, Commission file no. 000-22237, as filed with the SEC on March 30, 1999).
21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to IFCO Systems'
Registration Statement on Form F-4, registration no. 333-96021).
**23.1 Consent of PwC Deutshe Revision Aktiengesellschaft Wirtschaftsprufungsgesellschaft.
**23.2 Consent of Arthur Andersen LLP.
**23.3 Consent of PricewaterhouseCoopers LLP.
**23.4 Consent of Stibbe Simont Monahan Duhot (included as part of Exhibit 5.1).
**23.5 Consent of Cornelius Geber.
**23.6 Consent of Sam W. Humphreys.
**23.7 Consent of Randall Onstead.
**23.8 Consent of Eckhard Pfeiffer.
**23.9 Consent of Christoph Schoeller.
**23.10 Consent of Dr. Frank Tofflinger.
**24 Power of Attorney (included on signature page).
</TABLE>

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*Filed herewith.
**Filed previously.

<PAGE>
EXHIBIT 5.1

March 2, 2000

IFCO Systems N.V.
Rivierstaete
Amsteldijk 166
1079 LH AMSTERDAM
The Netherlands

Ladies and Gentlemen:

We have acted as legal counsel in the Netherlands to IFCO Systems N.V., a
Netherlands company (the "Company"), in connection with the filing by the
Company under the Securities Act of 1933, as amended, of a registration
statement on Form F-1, as amended the date hereof (the "Registration Statement")
with the United States Securities and Exchange Commission. Pursuant to the
Registration Statement, 13,000,000 ordinary shares of the Company (the "Offer
Shares") will be sold to the public in the framework of an initial public
offering by the Company. The offering of the ordinary shares will be made
pursuant to an Underwriting Agreement among the Company, Lehman Brothers
International for itself and as representative of the several Managers named in
Schedule 1 thereof to be dated March 3, 2000 (the "Underwriting Agreement").

In rendering this opinion we have examined and relied upon the following
documents:

(1) a draft of the Underwriting Agreement filed with the Registration
Statement;

(2) the Registration Statement;

(3) an excerpt dated the date hereof of the registration of the Company in the
Trade Register of the Chamber of Commerce of Amsterdam, The Netherlands
(the "Excerpt");

(4) a copy of the Deed of Incorporation of the Company (the "Deed of
Incorporation"), executed on March 31, 1999 which includes the articles of
association (statuten) of the Company in force on the date hereof (the
"Articles");

(5) the proposed amendment of the Articles as included in a draft dated
February 22, 2000;
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(6) a company certificate of even date hereof attached hereto as Annex 1 (the
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"Company Certificate");

and such other documents and such treaties, laws, rules, regulations, and the
like, as we have deemed necessary as a basis for the opinions hereinafter
expressed.

We have assumed:

(i) the genuineness of all signatures;

(ii) the authenticity of all the agreements, certificates, and other documents
submitted to us as originals;

(iii) the conformity to the originals of all documents submitted to us as
copies;

(iv) that the document referred to under (1) above will be duly and validly
signed and executed by all parties thereto prior to the issuance of the
Offer Shares, substantially in the form as examined by us as draft;

(v) that a ministerial declaration of non-objection will be received with
respect to the document referred to under (5) above and that such document
will be duly and validly executed through a notarial deed prior to the
issuance of the Offer Shares, substantially in the form as examined by us
as draft;

(vi) that the resolution to issue the Offer Shares shall have been validly
passed prior to the issuance of the Offer Shares; and

(vii) that the contents of the Excerpt and the Company Certificate are true and
complete as of the date hereof.

Based on the foregoing and subject to any factual matters or documents not
disclosed to us in the course of our investigation, and subject to the
qualifications and limitations stated hereafter, we are of the opinion that:

A. The Company has been duly incorporated and is validly existing as a

"naamloze vennootschap" (company with limited liability) under the laws of
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The Netherlands.

B. The Offer Shares, to be sold as contemplated in the Registration Statement,
when duly issued and delivered in accordance with the provisions of the
Underwriting Agreement, against payment therefor as provided in the

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<PAGE>

Underwriting Agreement, will be duly and validly issued, fully paid and
non-assessable.

We express no opinion on any law other than the law of The Netherlands as it
currently stands and has been interpreted in published case law of the courts of
The Netherlands as per the date hereof. We express no opinion on any laws of the
European Communities (insofar as not implemented in The Netherlands in statutes
or other regulations of general application).

This opinion is strictly limited to the matters stated herein and may not be
read as extending by implication to any matters not specifically referred to.
Nothing in this opinion should be taken as expressing an opinion in respect of
any representations or warranties, or other information, or any other document
examined in connection with this opinion except as expressly confirmed herein.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" contained
in the prospectus which is included in the Registration Statement.

Yours sincerely,

/s/ Stibbe Simont Monahan Duhot P.C.

Stibbe Simont Monahan Duhot P.C.