<PAGE>
EXHIBIT 99.1
IFCO Systems N.V.
Letter of Transmittal
for
Tender of All Outstanding
Series A 10 5/8% Senior Subordinated Notes Due 2010
in Exchange for
Series B 10 5/8% Senior Subordinated Notes Due 2010
The Exchange Offer will expire at 5:00 p.m., New York City time,
on , 2000, unless extended (the "Expiration Date")
Outstanding Notes tendered in the Exchange Offer may be withdrawn
at any time before 5:00 p.m., New York City time, on the Expiration Date
Deliver to the Exchange Agent:
The Bank of New York
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<S> <C> <C>
By Mail: By Facsimile Transmission: By Hand or Overnight Delivery:
The Bank of New York 44-207-964-6369 The Bank of New York
30 Cannon Street Attention: Emma Wilkes 30 Cannon Street
London EC4M 6XH England Confirm by Telephone: London EC4M 6HX England
Attention: Emma Wilkes 44-207-964-7284 Attention: Emma Wilkes
Emma Wilkes
</TABLE>
For Information by Telephone
(call collect)
(212) 851-5919 (New York)
or
44-207-964-7284 (London)
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions via a facsimile number other than
the one listed above will not constitute a valid delivery. The instructions
accompanying this Letter of Transmittal should be read carefully before this
Letter of Transmittal is completed.
The undersigned hereby acknowledges receipt and review of the prospectus
dated , 2000 of IFCO Systems N.V. ("IFCO Systems") and this Letter of
Transmittal, which together describe IFCO Systems' offer (the "Exchange
Offer") to exchange its Series B 10 5/8% Senior Subordinated Notes due 2010
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, pursuant to a registration statement of which the prospectus is a part,
for an equal principal amount of its issued and outstanding Series A 10 5/8%
Senior Subordinated Notes due 2010 (the "Outstanding Notes"). Capitalized
terms used but not defined herein have the respective meaning given to them in
the prospectus.
IFCO Systems reserves the right, at any time or from time to time, to
extend the Exchange Offer at its discretion. "Expiration Date" shall then mean
the latest date to which the Exchange Offer is extended. IFCO Systems shall
notify the holders of the Outstanding Notes of any extension by announcement
thereof, before 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date.
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This Letter of Transmittal is to be used by a holder of Outstanding Notes
if original Outstanding Notes are to be forwarded with this Letter of
Transmittal or if an Agent's Message is to be used if delivery of Outstanding
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at a book-entry transfer facility (a "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the prospectus under the
caption "The Exchange Offer--Procedures for Tendering Your Notes." Delivery of
documents to a Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
The term "holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of IFCO Systems or
any other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their
Outstanding Notes must complete this Letter of Transmittal in its entirety.
Please read the entire letter of transmittal and the prospectus carefully
before checking any box below.
The instructions included with this letter of transmittal must be followed.
Questions and requests for assistance or for additional copies of the
prospectus and this letter of transmittal may be directed to the Exchange
Agent.
2
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List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space below is inadequate, list the registered numbers and
principal amounts on a separate signed schedule and affix the list to this
Letter of Transmittal.
Description of Outstanding Notes Tendered
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<CAPTION>
Name(s) and Address(es) of Registered Holders Certificate Aggregate Principal Total Principal Amount
exactly as Names(s) appear(s) on Outstanding Notes Number(s) of Amount Represented of Outstanding Notes
(please fill in if blank) Outstanding Notes* by Outstanding Notes Tendered**
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<S> <C> <C> <C>
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</TABLE>
* Need not be completed by book-entry holders.
** Unless otherwise indicated, any tendering holder of Outstanding Notes
will be deemed to have tendered the entire aggregate principal amount
represented by the Outstanding Notes. All tenders must be in integral
multiples of 1,000.
[_] Check here if tendered Outstanding Notes are enclosed herewith.
[_] Check here if tendered Outstanding Notes are being delivered by book-entry
transfer made to the account maintained by the Exchange Agent with a Book-
Entry Transfer Facility and complete the following:
Name(s) of Tendering Institution: __________________________________________
Name of Book-Entry Transfer Facility: ______________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
[_] Check here if you are a broker-dealer and wish to receive 10 additional
copies of the prospectus and 10 copies of any amendments or supplements
thereto:
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Signatures must be provided below
Please read the accompanying instructions carefully
3
<PAGE>
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to IFCO Systems for exchange the principal amount of
Outstanding Notes indicated above. Subject to and effective upon the
acceptance for exchange of the principal amount of Outstanding Notes tendered
in accordance with this Letter of Transmittal, the undersigned hereby
exchanges, assigns, and transfers to IFCO Systems all right, title, and
interest in and to the Outstanding Notes tendered for exchange hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent,
the agent and attorney-in-fact of the undersigned (with full knowledge that
the Exchange Agent also acts as the agent of IFCO Systems in connection with
the Exchange Offer) with respect to the tendered Outstanding Notes with full
power of substitution to (1) deliver the Outstanding Notes, or transfer
ownership of the Outstanding Notes on the account books maintained by a Book-
Entry Transfer Facility, to IFCO Systems and deliver all accompanying
evidences of transfer and authenticity, and (2) present the Outstanding Notes
for transfer on the books of IFCO Systems and receive all benefits and
otherwise exercise all rights of beneficial ownership of the Outstanding
Notes, all in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed to be irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the
Outstanding Notes tendered hereby and to acquire the Exchange Notes issuable
upon the exchange of the tendered Outstanding Notes, and that IFCO Systems
will acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges, and encumbrances and not subject to any adverse claim,
when the same are accepted for exchange by IFCO Systems.
The undersigned acknowledges that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the SEC, including Exxon Capital Holdings Corporation,
SEC No-Action Letter (available April 13, 1989), Morgan Stanley & Co. Inc.,
SEC No-Action Letter (available June 5, 1991) (the "Morgan Stanley Letter"),
and Mary Kay Cosmetics, Inc., SEC No-Action Letter (available June 5, 1991),
that the Exchange Notes issued in exchange for the Outstanding Notes pursuant
to the Exchange Offer may be offered for resale, resold, and otherwise
transferred by holders thereof (other than (1) a broker-dealer who purchased
Outstanding Notes exchanged for the Exchange Notes directly from IFCO Systems
to resell pursuant to Rule 144A or any other available exemption under the
Securities Act and (2) an affiliate of IFCO Systems), without compliance with
the registration and prospectus delivery provisions of the Securities Act,
provided that the Exchange Notes are acquired in the ordinary course of the
holders' business and the holders are not participating in, and have no
arrangement with any person to participate in, the distribution of the
Exchange Notes. The undersigned specifically represents to IFCO Systems that
(1) any Exchange Notes acquired in exchange for Outstanding Notes tendered
hereby are being acquired in the ordinary course of business of the person
receiving the Exchange Notes, whether or not the undersigned, (2) the
undersigned is not participating in, and has no arrangement with any person to
participate in, the distribution of Exchange Notes, and (3) neither the
undersigned nor any other person is an "affiliate" (as defined in Rule 405
under the Securities Act) of IFCO Systems or a broker-dealer tendering
Outstanding Notes acquired directly from IFCO Systems for its own account.
If the undersigned or the person receiving the Exchange Notes is a broker-
dealer that is receiving Exchange Notes for its own account pursuant to the
Exchange Offer, the undersigned acknowledges that it or the other person will
deliver a prospectus in connection with any resale of the Exchange Notes. The
undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Exchange Notes (1) the
undersigned cannot rely on the position of the staff of the SEC in the Morgan
Stanley Letter and similar SEC no-action letters, and, in the absence of an
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction of the Exchange Notes, in which case the registration statement
must contain the selling security holder information required by Item 507 or
Item 508, as applicable, of Regulation S-K of the SEC, and (2) a broker-dealer
that delivers a prospectus to purchasers in connection with the resales will
be subject to certain of the civil liability provisions under the Securities
Act and will be bound by the provisions of the Registration Rights Agreement
with respect to the Outstanding Notes (including certain indemnification
rights and obligations).
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or IFCO Systems to be necessary or
desirable to complete the exchange, assignment, and transfer of the
4
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Outstanding Notes tendered hereby, including the transfer of the Outstanding
Notes on the account books maintained by a Book-Entry Transfer Facility.
For purposes of the Exchange Offer, IFCO Systems shall be deemed to have
accepted for exchange validly tendered Outstanding Notes when, as, and if IFCO
Systems gives oral or written notice thereof to the Exchange Agent. Any
tendered Outstanding Notes that are not accepted for exchange pursuant to the
Exchange Offer for any reason will be returned, without expense, to the
undersigned at the address shown below or at a different address as may be
indicated herein under "Special Delivery Instructions" as promptly as
practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity, or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors, and assigns.
The undersigned acknowledges that IFCO Systems' acceptance of properly
tendered Outstanding Notes pursuant to the procedures described under the
caption "The Exchange Offer--Procedures for Tendering Your Notes" in the
prospectus and in the instructions hereto will constitute a binding agreement
between the undersigned and IFCO Systems upon the terms and subject to the
conditions of the Exchange Offer. The undersigned further acknowledges its
obligations under the Registration Rights Agreement as applicable to the
Exchange Offer and the Registration Statement of which the prospectus is a
part.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Notes issued in exchange for the Outstanding Notes accepted
for exchange and return any Outstanding Notes not tendered or not exchanged,
in the name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please mail or deliver the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange and any
Outstanding Notes not tendered or not exchanged (and accompanying documents,
as appropriate) to the undersigned at the address shown below the
undersigned's signature(s). If both the "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange in the
name(s) of, and return any Outstanding Notes not tendered or not exchanged to,
the person(s) so indicated. The undersigned recognizes that IFCO Systems has
no obligation pursuant to the "Special Issuance Instructions" and "Special
Delivery Instructions" to transfer any Outstanding Notes from the name of the
registered holder(s) thereof if IFCO Systems does not accept for exchange any
of the Outstanding Notes tendered for exchange.
5
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_____________________________________ _____________________________________
Special Issuance Instructions Special Delivery Instructions
(See Instructions 5 and 6) (See instructions 5 and 6)
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To be completed only if (1) To be completed only if
Outstanding Notes in a principal Outstanding Notes in a principal
amount not tendered, or Exchange amount not tendered, or Exchange
Notes issued in exchange for Notes issued in exchange for
Outstanding Notes accepted for Outstanding Notes accepted for
exchange, are to be issued in the exchange, are to be mailed or
name of someone other than the delivered to someone other than
undersigned or (2) Outstanding the undersigned, or to the
Notes tendered by book-entry undersigned at an address other
transfer that are not exchanged than that shown below the
are to be reissued by credit to an undersigned's signature.
account maintained at a Book-Entry
Transfer Facility.
____________________________________ _____________________________________
Issue Exchange Notes And/or Mail or deliver Exchange Notes
Outstanding Notes to: and/or Outstanding Notes to:
Name: _____________________________ Name: _____________________________
(Please Type or Print) (Please Type or Print)
Address: __________________________ Address: __________________________
___________________________________ ___________________________________
___________________________________ ___________________________________
(Include Zip Code) (Include Zip Code)
___________________________________ ___________________________________
(Complete Substitute Form W-9 (Tax Identification or Social
Below) Security Number)
___________________________________
(Tax Identification or Social
Security Number)
____________________________________ _____________________________________
_______________________________________________________________________________
Part 1--PLEASE PROVIDE Social Security
YOUR TIN IN THE BOX AT Number or
RIGHT AND CERTIFY BY Employer
SIGNING AND DATING BELOW. Identification
Number
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SUBSTITUTE Part 2--Certification--Under penalties of perjury,
Form W-9 I certify that:
Department of the (1) The number shown on this form is my correct
Treasury Taxpayer Identification Number (or I am
Internal Revenue waiting for a number to be issued to me) and
Service
(2) I am not subject to backup withholding
because I am exempt from backup withholding,
I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to
backup withholding as a result of a failure
to report all interest or dividends, or the
IRS has notified me that I am no longer
subject to backup withholding.
_____________________________________________________
Payer's Request for Certification Instructions-- Part 3--Awaiting
Taxpayer Identification You must cross out item (2) in TIN [_]
Number ("TIN") Part 2 above if you have been
notified by the IRS that you Please complete
are currently subject to the Certificate
backup withholding as a result of Awaiting
of failure to report all Taxpayer
interest and dividends on your Identification
tax return. below
Signature ________________ Date _________
________________________________________________________________________________
6
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Note: Failure to complete and return this form may result in backup
withholding of 31% of any payments made to you pursuant to the
exchange offer. Please review the enclosed guidelines for
certification of taxpayer identification number on Substitute Form W-9
for additional details.
You must complete the following certificate if you checked the box in Part
3 of the Substitute Form W-9
Certificate of Awaiting Taxpayer Identification Number
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or
delivered an application to receive a taxpayer identification number to
the appropriate Internal Revenue Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that if I do not provide a taxpayer
identification number to the payer within 60 days, 31% of all reportable
payments made to me thereafter will be withheld until I provide a number.
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Signature Date
Certificate For Foreign Record Holders
Under penalties of perjury, I certify that I am not a United States
citizen or resident (or I am signing for a foreign corporation,
partnership, estate or trust).
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Signature Date
7
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[_]Credit unexchanged Outstanding Notes delivered by book-entry transfer to a
Book-Entry Transfer Facility account set forth below:
Book-Entry Transfer Facility: ______________________________________________
Account Number: ____________________________________________________________
Important
Please sign here
(Complete accompanying Substitute Form W-9)
X _____________________________________________________________________________
X _____________________________________________________________________________
(Signature(s) of Registered Holders of Outstanding Notes)
Dated: , 2000
(The above lines must be signed by the registered holder(s) of Outstanding
Notes as name(s) appear(s) on the Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by a
properly completed bond power from the registered holder(s), a copy of which
must be transmitted with this Letter of Transmittal. If Outstanding Notes to
which this Letter of Transmittal relate are held of record by two or more
joint holders, then all the holders must sign this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other person acting in a fiduciary or
representative capacity, then the person must (1) set forth his or her full
title below and (2) unless waived by IFCO Systems, submit evidence
satisfactory to IFCO Systems of the person's authority so to act. See
Instruction 5 regarding the completion of this Letter of Transmittal, printed
below.)
Name(s): ______________________________________________________________________
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(Please Type or Print)
Capacity: _____________________________________________________________________
Address: ______________________________________________________________________
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(Include Zip Code)
Area Code and Telephone Number: _______________________________________________
8
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Medallion Signature Guarantee
(If required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
Dated: , 2000
9
<PAGE>
Instructions
Forming part of the terms and conditions of the Exchange Offer
1. Delivery of this Letter of Transmittal and Outstanding Notes or Book-
Entry Confirmation. All physically delivered Outstanding Notes or any
confirmation of a book-entry transfer to the Exchange Agent's account
at a Book-Entry Transfer Facility of Outstanding Notes tendered by book-entry
transfer (a "Book-Entry Confirmation"), as well as a properly completed and
duly executed copy of this Letter of Transmittal or facsimile hereof or
Agent's Message, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at its address set forth
herein before 5:00 p.m., New York City time, on the Expiration Date. The
method of delivery of the tendered Outstanding Notes, this Letter of
Transmittal, and all other required documents to the Exchange Agent is at the
election and risk of the holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. Instead of delivery by mail, it is recommended that the holder
use an overnight or hand delivery service. In all cases, sufficient time
should be allowed to assure delivery to the Exchange Agent before the
Expiration Date. No Letter of Transmittal or Outstanding Notes should be sent
to IFCO Systems.
2. Tender of Holder. Only a holder of Outstanding Notes may tender the
Outstanding Notes in the Exchange Offer. Any beneficial holder of Outstanding
Notes who is not the registered holder and who wishes to tender should arrange
with the registered holder to execute and deliver this Letter of Transmittal
on the beneficial holder's behalf or must, before completing and executing
this Letter of Transmittal and delivering his Outstanding Notes, either make
appropriate arrangements to register ownership of the Outstanding Notes in the
holder's name or obtain a properly completed bond power from the registered
holder.
3. Partial Tenders. Tenders of Outstanding Notes will be accepted only in
an initial amount of (Euro)50,000 and thereafter in integral multiples of
(Euro)1,000. If less than the entire principal amount of any Outstanding Notes
is tendered, the tendering holder should fill in the principal amount tendered
in the third column of the box entitled "Description of Outstanding Notes
Tendered" above. The entire principal amount of Outstanding Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Outstanding Notes is not
tendered, then Outstanding Notes for the principal amount of Outstanding Notes
not tendered and Exchange Notes issued in exchange for any Outstanding Notes
accepted will be sent to the holder at his or her registered address, unless a
different address is provided in the appropriate box on this Letter of
Transmittal, promptly after the Outstanding Notes are accepted for exchange.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signatures. If this Letter of Transmittal (or facsimile
hereof) is signed by the record holder(s) of the Outstanding Notes tendered
hereby, the signature must correspond with the name(s) as written on the face
of the Outstanding Notes without alteration, enlargement, or any change
whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a
participant in a Book-Entry Transfer Facility, the signature must correspond
with the name as it appears on the security position listing as the holder of
the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered holder or holders of Outstanding Notes listed and tendered hereby
and the Exchange Notes issued in exchange therefor are to be issued (or any
untendered principal amount of Outstanding Notes is to be reissued) to the
registered holder, the holder need not and should not endorse any tendered
Outstanding Notes, nor provide a separate bond power. In any other case, the
holder must either properly endorse the Outstanding Notes tendered or transmit
a properly completed separate bond power with this Letter of Transmittal, with
the signatures on the endorsement or bond power guaranteed by an Eligible
Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered holder or holders of any Outstanding Notes listed,
the Outstanding Notes must be endorsed or accompanied by appropriate bond
powers, in each case signed as the name of the registered holder or holders
appears on the Outstanding Notes.
If this Letter of Transmittal (or facsimile hereof) or any Outstanding
Notes or bond powers are signed by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations, or others acting in a
10
<PAGE>
fiduciary or representative capacity, those persons should so indicate when
signing, and, unless waived by IFCO Systems, evidence satisfactory to IFCO
Systems of their authority to act must be submitted with this Letter of
Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 4 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (1) this Letter of Transmittal (or
facsimile hereof) is signed by the registered holder(s) of the Outstanding
Notes tendered herein (or by a participant in a Book-Entry Transfer Facility
whose name appears on a security position listing as the owner of the tendered
Outstanding Notes) and the Exchange Notes are to be issued directly to the
registered holder(s) (or, if signed by a participant in a Book-Entry Transfer
Facility, deposited to the participant's account at a Book-Entry Transfer
Facility) and neither the box entitled "Special Delivery Instructions" nor the
box entitled "Special Registration Instructions" has been completed, or (2)
the Outstanding Notes are tendered for the account of an Eligible Institution.
In all other cases, all signatures on this Letter of Transmittal (or facsimile
hereof) must be guaranteed by an Eligible Institution.
5. Special Registration and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
a Book-Entry Transfer Facility) to which Exchange Notes or substitute
Outstanding Notes for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal. In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
6. Transfer Taxes. IFCO Systems will pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange
Offer. If, however, Exchange Notes or Outstanding Notes for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered
holder of the Outstanding Notes tendered hereby, or if tendered Outstanding
Notes are registered in the name of any person other than the person signing
this Letter of Transmittal, or if a transfer tax is imposed for any reason
other than the exchange of Outstanding Notes pursuant to the Exchange Offer,
then the amount of any transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of the taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of the transfer taxes
will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this
Letter of Transmittal.
7. Tax Identification Number. Federal income tax law requires that a holder
of any Outstanding Notes which are accepted for exchange must provide IFCO
Systems (as payer) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual is his or her social
security number. If IFCO Systems is not provided with the correct TIN, the
holder may be subject to a $50 penalty imposed by Internal Revenue Service.
(If withholding results in an over-payment of taxes, a refund may be
obtained). Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional
instructions.
To prevent backup withholding, each tendering holder must provide the
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that the holder is awaiting a
TIN), and that (1) the holder has not been notified by the Internal Revenue
Service that the holder is subject to backup withholding as a result of
failure to report all interest or dividends or (2) the Internal Revenue
Service has notified the holder that the holder is no longer subject to backup
withholding. If the Outstanding Notes are registered in more than one name or
are not in the name of the actual owner, see the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.
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IFCO Systems reserves the right in its sole discretion to take whatever
steps are necessary to comply with IFCO Systems' obligations regarding backup
withholding.
8. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered
Outstanding Notes will be determined by IFCO Systems in its sole discretion,
which determination will be final and binding. IFCO Systems reserves the
absolute right to reject any and all Outstanding Notes not properly tendered
or any Outstanding Notes IFCO Systems' acceptance of which would, in the
opinion of IFCO Systems or its counsel, be unlawful. IFCO Systems also
reserves the absolute right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders as to particular Outstanding Notes. IFCO
Systems' interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Outstanding Notes must be cured within such time
as IFCO Systems shall determine. Neither IFCO Systems, the Exchange Agent, nor
any person shall be under any duty to give notification of defects or
irregularities with regard to tenders of Outstanding Notes nor shall any of
them incur any liability for failure to give notification.
9. Waiver of Conditions. IFCO Systems reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
prospectus.
10. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of Outstanding Notes on transmittal of this Letter of
Transmittal will be accepted.
11. Mutilated, Lost, Stolen, or Destroyed Outstanding Notes. Any holder
whose Outstanding Notes have been mutilated, lost, stolen, or destroyed should
contact the Exchange Agent at the address indicated above for further
instructions.
12. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the prospectus or this Letter of Transmittal may
be directed to the Exchange Agent at the address or telephone number set forth
on the cover page of this Letter of Transmittal. Holders may also contact
their broker, dealer, commercial bank, trust company, or other nominee for
assistance concerning the Exchange Offer.
13. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer--Withdrawal Rights."
Important: This manually signed Letter of Transmittal or a manually signed
facsimile hereof (together with the Outstanding Notes delivered by
Book-Entry Transfer or in original hard copy form) must be
received by the Exchange Agent before the Expiration Date.
12
<PAGE>
Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9
(Section References are to The Internal Revenue Code)
Guidelines for Determining the Proper Identification Number to Give the
Payer. Social Security Numbers have nine digits separated by two hyphens
(i.e., 000-00-0000). Employer Identification Numbers have nine digits
separated by only one hyphen (i.e., 00-0000000). The table below will help
determine the type of number to give the payer.
<TABLE>
<CAPTION>
For this type of Account: Give the Social Security Number of:
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<C> <S>
1. Individual the individual
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2. Two or more individuals (joint account) the actual owner of the account or, if
combined funds, the first individual on
the account (1)
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3. Custodian account of a minor (Uniform Gift to the minor (2)
Minors Act)
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4. a. The usual revocable savings trust (grantor is also the grantor-trustee (1)
trustee
b. So-called trust account that is not a legal or valid the actual owner (1)
trust under state law
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5. Sole Proprietorship the owner (3)
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<CAPTION>
Give the Employer Identification Number
For this type of account: of:
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<C> <S>
6. A valid trust, estate or pension trust the legal entity (4)
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7. Corporate the corporation
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8. Association, club, religious, charitable, educational the organization
or other tax exempt organization
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9. Partnership the partnership
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10. A broker or registered nominee the broker or nominee
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11. Account with the Department of Agriculture in the the public entity
name of a public entity (such as a state or local
government, school district or prison)
that receives agricultural program payments
</TABLE>
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show your individual name. You may also enter your business name. You may
use either your SSN or EIN.
(4) List first and circle the name of the valid trust, estate or pension
trust. Do not furnish the identifying number of the personal
representative or trustee unless the legal entity is not designated in
the account title.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
Name. If you are an individual, you must generally provide the name shown
on your social security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, please enter your first name, the last name
shown on your social security card, and your new last name.
Obtaining a Number. If you don't have a TIN, apply for one immediately. To
apply, obtain Form SS-5, Application for a Social Security Card, from your
local office of the Social Security Administration, or Form SS-4, Application
for Employer Identification Number, from your local IRS office.
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<PAGE>
Payees And Payments Exempt From Backup Withholding. The following is a list
of payees generally exempt from backup withholding and or which no information
reporting is required. For interest and dividends, all listed payees are
exempt except the payee in item (9). For broker transactions, payees listed in
(1) through (13) and a person registered under the Investment Advisers Act of
1940 who regularly acts as a broker are exempt. Payments subject to reporting
under sections 6041 and 6041A are generally exempt from backup withholding
only if made to payees described in items (1) through (7), except that a
corporation (except certain hospitals described in Regulations Section 1.6041-
3(c)) that provides medical and health care services or bills and collects
payments for those services is not exempt from backup withholding or
information reporting.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States,
or any of their political subdivision or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the
U.S., the District of Columbia or a possession of the U.S.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of
Corporate Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664(c) or described in section
4947(a)(1).
Payments of dividends generally not subject to backup withholding include
the following:
. Payments to nonresident aliens subject to withholding under section
1441.
. Payments to partnerships not engaged in a trade or business in the U.S.
and that have a least one nonresident alien partner.
. Payments made by certain foreign organizations.
. Payments of patronage dividends not paid in money.
. Section 404(k) payments made by an ESOP.
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<PAGE>
Payments of interest generally not subject to backup withholding include
the following:
. Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct TIN to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
. Payments described in section 6049(b)(5) to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451.
. Payments made by certain foreign organizations.
. Mortgage interest paid by you.
Payments that are not subject to information reporting are generally also
not subject to backup withholding. For details, see sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those
sections.
Privacy Act Notice. Section 6109 requires you to furnish your correct TIN
to persons who must file information returns with the IRS to report interest,
dividends, and certain other income paid to you, mortgage interest you paid,
the acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. The IRS may also
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states and the District of Columbia to carry out
their tax laws. You must provide your TIN whether or not you are required to
file a tax return. Payers must generally withhold 31% of taxable interest,
dividend, and certain other payments to a payee who does not furnish a TIN to
a payer. Certain penalties may also apply.
Penalties.
(1) Failure to Furnish TIN. If you fail to furnish your correct TIN to a
requester (the person asking you to furnish your TIN), you are subject
to a penalty of $50 for each failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) Civil Penalty for False Information with Respect to Withholding. If you
make a false statement with no reasonable basis that results in no
backup withholding, you are subject to a $500 penalty.
(3) Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
(4) Misuse of TINs. If the requester discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal
penalties.
For additional information contact your tax consultant or the IRS
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